Supplemental Financial Information

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

1011778 B.C. Unlimited Liability Company (the “Parent Issuer”) and New Red Finance Inc. (the “Co-Issuer” and together with the Parent Issuer, the “Issuers”) entered into an amended credit agreement, as amended from time to time, that provides for obligations under the Credit Facilities. The Issuers entered into the 3.875% First Lien Senior Notes Indenture with respect to the 3.875% First Lien Senior Notes due 2028. The Issuers entered into the 5.75% First Lien Senior Notes Indenture with respect to the 5.75% First Lien Senior Notes due 2025. The Issuers entered into the 3.50% First Lien Senior Notes Indenture with respect to the 3.50% First Lien Senior Notes due 2029. The Issuers entered into the 4.375% Second Lien Senior Notes Indenture with respect to the 4.375% Second Lien Senior Notes due 2028. The Issuers entered into the 4.00% Second Lien Senior Notes Indenture with respect to the 4.00% Second Lien Senior Notes Due 2030.

The agreement governing our Credit Facilities, the 3.875% First Lien Senior Notes Indenture, the 5.75% First Lien Senior Notes Indenture, the 3.50% First Lien Senior Notes Indenture, the 4.375% Second Lien Senior Notes Indenture and the 4.00% Second Lien Senior Notes Indenture allow the financial reporting obligation of the Parent Issuer to be satisfied through the reporting of Partnership’s consolidated financial information, provided that the consolidated financial information of the Parent Issuer and its restricted subsidiaries is presented on a standalone basis.

The following represents the condensed consolidating financial information for the Parent Issuer and its restricted subsidiaries (“Consolidated Borrowers”) on a consolidated basis, together with eliminations, as of and for the periods indicated. The condensed consolidating financial information of Partnership is combined with the financial information of its wholly-owned subsidiaries that are also parent entities of the Parent Issuer and presented in a single column under the heading “RBILP”. The consolidating financial information may not necessarily be indicative of the financial position, results of operations or cash flows had the Issuers and Partnership operated as independent entities.

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Balance Sheets

(In millions of U.S. dollars)

As of December 31, 2022


	Consolidated Borrowers		RBILP		Eliminations		Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	1,178	$	—	$	—	$	1,178
Accounts and notes receivable, net	614		—		—		614
Inventories, net	133		—		—		133
Prepaids and other current assets	123		—		—		123
Total current assets	2,048		—		—		2,048
Property and equipment, net	1,950		—		—		1,950
Operating lease assets, net	1,082		—		—		1,082
Intangible assets, net	10,991		—		—		10,991
Goodwill	5,688		—		—		5,688
Net investment in property leased to franchisees	82		—		—		82
Intercompany receivable	—		243		(243)		—
Investment in subsidiaries	—		4,268		(4,268)		—
Other assets, net	905		—		—		905
Total assets	$	22,746	$	4,511	$	(4,511)	$	22,746
LIABILITIES AND EQUITY
Current liabilities:
Accounts and drafts payable	$	758	$	—	$	—	$	758
Other accrued liabilities	758		243		—		1,001
Gift card liability	230		—		—		230
Current portion of long term debt and finance leases	127		—		—		127
Total current liabilities	1,873		243		—		2,116
Term debt, net of current portion	12,839		—		—		12,839
Finance leases, net of current portion	311		—		—		311
Operating lease liabilities, net of current portion	1,027		—		—		1,027
Other liabilities, net	872		—		—		872
Payables to affiliates	243		—		(243)		—
Deferred income taxes, net	1,313		—		—		1,313
Total liabilities	18,478		243		(243)		18,478
Partners’ capital:
Class A common units	—		8,735		—		8,735
Partnership exchangeable units	—		(3,496)		—		(3,496)
Common shares	2,494		—		(2,494)		—
Retained earnings	2,745		—		(2,745)		—
Accumulated other comprehensive income (loss)	(973)		(973)		973		(973)
Total Partners’ capital/shareholders’ equity	4,266		4,266		(4,266)		4,266
Noncontrolling interests	2		2		(2)		2
Total equity	4,268		4,268		(4,268)		4,268
Total liabilities and equity	$	22,746	$	4,511	$	(4,511)	$	22,746

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Balance Sheets

(In millions of U.S. dollars)

As of December 31, 2021


	Consolidated Borrowers		RBILP		Eliminations		Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	1,087	$	—	$	—	$	1,087
Accounts and notes receivable, net	547		—		—		547
Inventories, net	96		—		—		96
Prepaids and other current assets	86		—		—		86
Total current assets	1,816		—		—		1,816
Property and equipment, net	2,035		—		—		2,035
Operating lease assets, net	1,130		—		—		1,130
Intangible assets, net	11,417		—		—		11,417
Goodwill	6,006		—		—		6,006
Net investment in property leased to franchisees	80		—		—		80
Intercompany receivable	—		241		(241)		—
Investment in subsidiaries	—		3,853		(3,853)		—
Other assets, net	762		—		—		762
Total assets	$	23,246	$	4,094	$	(4,094)	$	23,246
LIABILITIES AND EQUITY
Current liabilities:
Accounts and drafts payable	$	614	$	—	$	—	$	614
Other accrued liabilities	706		241		—		947
Gift card liability	221		—		—		221
Current portion of long term debt and finance leases	96		—		—		96
Total current liabilities	1,637		241		—		1,878
Term debt, net of current portion	12,916		—		—		12,916
Finance leases, net of current portion	333		—		—		333
Operating lease liabilities, net of current portion	1,070		—		—		1,070
Other liabilities, net	1,822		—		—		1,822
Payables to affiliates	241		—		(241)		—
Deferred income taxes, net	1,374		—		—		1,374
Total liabilities	19,393		241		(241)		19,393
Partners’ capital:
Class A common units	—		8,421		—		8,421
Partnership exchangeable units	—		(3,547)		—		(3,547)
Common shares	2,635		—		(2,635)		—
Retained earnings	2,239		—		(2,239)		—
Accumulated other comprehensive income (loss)	(1,024)		(1,024)		1,024		(1,024)
Total Partners’ capital/shareholders’ equity	3,850		3,850		(3,850)		3,850
Noncontrolling interests	3		3		(3)		3
Total equity	3,853		3,853		(3,853)		3,853
Total liabilities and equity	$	23,246	$	4,094	$	(4,094)	$	23,246

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Operations

(In millions of U.S. dollars)

2022


	Consolidated Borrowers		RBILP		Eliminations		Consolidated
Revenues:
Sales	$	2,819	$	—	$	—	$	2,819
Franchise and property revenues	2,661		—		—		2,661
Advertising revenues and other services	1,025		—		—		1,025
Total revenues	6,505		—		—		6,505
Operating costs and expenses:
Cost of sales	2,312		—		—		2,312
Franchise and property expenses	518		—		—		518
Advertising expenses and other services	1,077		—		—		1,077
General and administrative expenses	631		—		—		631
(Income) loss from equity method investments	44		—		—		44
Other operating expenses (income), net	25		—		—		25
Total operating costs and expenses	4,607		—		—		4,607
Income from operations	1,898		—		—		1,898
Interest expense, net	533		—		—		533

Income before income taxes	1,365		—		—		1,365
Income tax (benefit) expense	(117)		—		—		(117)
Net income	1,482		—		—		1,482
Equity in earnings of consolidated subsidiaries	—		1,482		(1,482)		—
Net income (loss)	1,482		1,482		(1,482)		1,482
Net income (loss) attributable to noncontrolling interests	3		3		(3)		3
Net income (loss) attributable to common unitholders	$	1,479	$	1,479	$	(1,479)	$	1,479
Total comprehensive income (loss)	$	1,533	$	1,533	$	(1,533)	$	1,533

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Operations

(In millions of U.S. dollars)

2021


	Consolidated Borrowers		RBILP		Eliminations		Consolidated
Revenues:
Sales	$	2,378	$	—	$	—	$	2,378
Franchise and property revenues	2,443		—		—		2,443
Advertising revenues and other services	918		—		—		918
Total revenues	5,739		—		—		5,739
Operating costs and expenses:
Cost of sales	1,890		—		—		1,890
Franchise and property expenses	489		—		—		489
Advertising expenses and other services	986		—		—		986
General and administrative expenses	484		—		—		484
(Income) loss from equity method investments	4		—		—		4
Other operating expenses (income), net	7		—		—		7
Total operating costs and expenses	3,860		—		—		3,860
Income from operations	1,879		—		—		1,879
Interest expense, net	505		—		—		505
Loss on early extinguishment of debt	11		—		—		11
Income before income taxes	1,363		—		—		1,363
Income tax expense	110		—		—		110
Net income	1,253		—		—		1,253
Equity in earnings of consolidated subsidiaries	—		1,253		(1,253)		—
Net income (loss)	1,253		1,253		(1,253)		1,253
Net income (loss) attributable to noncontrolling interests	4		4		(4)		4
Net income (loss) attributable to common unitholders	$	1,249	$	1,249	$	(1,249)	$	1,249
Total comprehensive income (loss)	$	1,504	$	1,504	$	(1,504)	$	1,504

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Operations

(In millions of U.S. dollars)

2020


	Consolidated Borrowers		RBILP		Eliminations		Consolidated
Revenues:
Sales	$	2,013	$	—	$	—	$	2,013
Franchise and property revenues	2,121		—		—		2,121
Advertising revenues and other services	834		—		—		834
Total revenues	4,968		—		—		4,968
Operating costs and expenses:
Cost of sales	1,610		—		—		1,610
Franchise and property expenses	515		—		—		515
Advertising expenses and other services	870		—		—		870
General and administrative expenses	407		—		—		407
(Income) loss from equity method investments	39		—		—		39
Other operating expenses (income), net	105		—		—		105
Total operating costs and expenses	3,546		—		—		3,546
Income from operations	1,422		—		—		1,422
Interest expense, net	508		—		—		508
Loss on early extinguishment of debt	98		—		—		98
Income before income taxes	816		—		—		816
Income tax expense	66		—		—		66
Net income	750		—		—		750
Equity in earnings of consolidated subsidiaries	—		750		(750)		—
Net income (loss)	750		750		(750)		750
Net income (loss) attributable to noncontrolling interests	2		2		(2)		2
Net income (loss) attributable to common unitholders	$	748	$	748	$	(748)	$	748
Total comprehensive income (loss)	$	653	$	653	$	(653)	$	653

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Cash Flows

(In millions of U.S. dollars)

2022


	Consolidated Borrowers		RBILP		Eliminations		Consolidated
Cash flows from operating activities:
Net income	$	1,482	$	1,482	$	(1,482)	$	1,482
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in loss (earnings) of consolidated subsidiaries	—		(1,482)		1,482		—
Depreciation and amortization	190		—		—		190

Amortization of deferred financing costs and debt issuance discount	28		—		—		28
(Income) loss from equity method investments	44		—		—		44
Loss (gain) on remeasurement of foreign denominated transactions	(4)		—		—		(4)
Net (gains) losses on derivatives	(9)		—		—		(9)
Share-based compensation and non-cash incentive compensation expense	136		—		—		136
Deferred income taxes	(60)		—		—		(60)
Other	19		—		—		19
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Accounts and notes receivable	(110)		—		—		(110)
Inventories and prepaids and other current assets	(61)		—		—		(61)
Accounts and drafts payable	169		—		—		169
Other accrued liabilities and gift card liability	37		—		—		37
Tenant inducements paid to franchisees	(26)		—		—		(26)
Other long-term assets and liabilities	(345)		—		—		(345)
Net cash provided by operating activities	1,490		—		—		1,490
Cash flows from investing activities:
Payments for property and equipment	(100)		—		—		(100)
Net proceeds from disposal of assets, restaurant closures and refranchisings	12		—		—		12
Net payments in connection with purchase of Firehouse Subs	(12)		—		—		(12)
Settlement/sale of derivatives, net	71		—		—		71
Other investing activities, net	(35)		—		—		(35)
Net cash used for investing activities	(64)		—		—		(64)
Cash flows from financing activities:
Proceeds from long-term debt	2		—		—		2
Repayments of long-term debt and finance leases	(94)		—		—		(94)

Distributions on Class A and Partnership exchangeable units	—		(971)		—		(971)

Distributions to RBI for repurchase of RBI common shares	—		(326)		—		(326)
Capital contribution from RBI	51		—		—		51
Distributions from subsidiaries	(1,297)		1,297		—		—
(Payments) proceeds from derivatives	34		—		—		34
Other financing activities, net	(3)		—		—		(3)
Net cash used for financing activities	(1,307)		—		—		(1,307)
Effect of exchange rates on cash and cash equivalents	(28)		—		—		(28)
Increase (decrease) in cash and cash equivalents	91		—		—		91
Cash and cash equivalents at beginning of period	1,087		—		—		1,087
Cash and cash equivalents at end of period	$	1,178	$	—	$	—	$	1,178

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Cash Flows

(In millions of U.S. dollars)

2021


	Consolidated Borrowers		RBILP		Eliminations		Consolidated
Cash flows from operating activities:
Net income	$	1,253	$	1,253	$	(1,253)	$	1,253
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in loss (earnings) of consolidated subsidiaries	—		(1,253)		1,253		—
Depreciation and amortization	201		—		—		201
Premiums paid and non-cash loss on early extinguishment of debt	11		—		—		11
Amortization of deferred financing costs and debt issuance discount	27		—		—		27
(Income) loss from equity method investments	4		—		—		4
Loss (gain) on remeasurement of foreign denominated transactions	(76)		—		—		(76)
Net (gains) losses on derivatives	87		—		—		87
Share-based compensation and non-cash incentive compensation expense	102		—		—		102
Deferred income taxes	(5)		—		—		(5)
Other	(16)		—		—		(16)
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Accounts and notes receivable	8		—		—		8
Inventories and prepaids and other current assets	12		—		—		12
Accounts and drafts payable	149		—		—		149
Other accrued liabilities and gift card liability	67		—		—		67
Tenant inducements paid to franchisees	(20)		—		—		(20)
Other long-term assets and liabilities	(78)		—		—		(78)
Net cash provided by operating activities	1,726		—		—		1,726
Cash flows from investing activities:
Payments for property and equipment	(106)		—		—		(106)
Net proceeds from disposal of assets, restaurant closures and refranchisings	16		—		—		16
Net payment for purchase of Firehouse Subs, net of cash acquired	(1,004)		—		—		(1,004)
Settlement/sale of derivatives, net	5		—		—		5
Other investing activities, net	(14)		—		—		(14)
Net cash used for investing activities	(1,103)		—		—		(1,103)
Cash flows from financing activities:
Proceeds from long-term debt	1,335		—		—		1,335
Repayments of long-term debt and finance leases	(889)		—		—		(889)
Payment of financing costs	(19)		—		—		(19)
Distributions on Class A and Partnership exchangeable units	—		(974)		—		(974)
Repurchase of Partnership exchangeable units	—		—		—		—
Distributions to RBI for repurchase of RBI common shares	—		(551)		—		(551)
Capital contribution from RBI	60		—		—		60
Distributions from subsidiaries	(1,525)		1,525		—		—
(Payments) proceeds from derivatives	(51)		—		—		(51)
Other financing activities, net	(4)		—		—		(4)
Net cash used for financing activities	(1,093)		—		—		(1,093)
Effect of exchange rates on cash and cash equivalents	(3)		—		—		(3)
Increase (decrease) in cash and cash equivalents	(473)		—		—		(473)
Cash and cash equivalents at beginning of period	1,560		—		—		1,560
Cash and cash equivalents at end of period	$	1,087	$	—	$	—	$	1,087

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Cash Flows

(In millions of U.S. dollars)

2020


	Consolidated Borrowers		RBILP		Eliminations		Consolidated
Cash flows from operating activities:
Net income	$	750	$	750	$	(750)	$	750
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in loss (earnings) of consolidated subsidiaries	—		(750)		750		—
Depreciation and amortization	189		—		—		189
Premiums paid and non-cash loss on early extinguishment of debt	97		—		—		97
Amortization of deferred financing costs and debt issuance discount	26		—		—		26
(Income) loss from equity method investments	39		—		—		39
Loss (gain) on remeasurement of foreign denominated transactions	100		—		—		100
Net (gains) losses on derivatives	32		—		—		32
Share-based compensation and non-cash incentive compensation expense	84		—		—		84
Deferred income taxes	(208)		—		—		(208)
Other	28		—		—		28
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Accounts and notes receivable	(30)		—		—		(30)
Inventories and prepaids and other current assets	(10)		—		—		(10)
Accounts and drafts payable	(183)		—		—		(183)
Other accrued liabilities and gift card liability	6		—		—		6
Tenant inducements paid to franchisees	(22)		—		—		(22)
Other long-term assets and liabilities	23		—		—		23
Net cash provided by operating activities	921		—		—		921
Cash flows from investing activities:
Payments for property and equipment	(117)		—		—		(117)
Net proceeds from disposal of assets, restaurant closures and refranchisings	12		—		—		12
Settlement/sale of derivatives, net	33		—		—		33
Other investing activities, net	(7)		—		—		(7)
Net cash used for investing activities	(79)		—		—		(79)
Cash flows from financing activities:
Proceeds from revolving line of credit and long-term debt	5,235		—		—		5,235
Repayments of revolving line of credit, long-term debt and finance leases	(4,708)		—		—		(4,708)
Payment of financing costs	(43)		—		—		(43)
Distributions on Class A and Partnership exchangeable units	—		(959)		—		(959)
Repurchase of Partnership exchangeable units	—		(380)		—		(380)
Capital contribution from RBI	82		—		—		82
Distributions from subsidiaries	(1,339)		1,339		—		—
(Payments) proceeds from derivatives	(46)		—		—		(46)
Other financing activities, net	(2)		—		—		(2)
Net cash used for financing activities	(821)		—		—		(821)
Effect of exchange rates on cash and cash equivalents	6		—		—		6
Increase (decrease) in cash and cash equivalents	27		—		—		27
Cash and cash equivalents at beginning of period	1,533		—		—		1,533
Cash and cash equivalents at end of period	$	1,560	$	—	$	—	$	1,560