Supplemental Financial Information

9 Months Ended

Sep. 30, 2024

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 3.500% First Lien Senior Notes Indenture with respect to the 3.500% First Lien Senior Notes due 2029. The Issuers entered into the 6.125% First Lien Senior Notes Indenture with respect to the 6.125% First Lien Senior Notes due 2029. The Issuers entered into the 5.625% First Lien Senior Notes Indenture with respect to the 5.625% 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 4.000% Second Lien Senior Notes Indenture with respect to the 4.000% Second Lien Senior Notes due 2030.

The agreement governing our Credit Facilities, the 3.875% First Lien Senior Notes Indenture, the 3.500% First Lien Senior Notes Indenture, the 6.125% First Lien Senior Notes Indenture, the 5.625% First Lien Senior Notes Indenture, the 4.375% Second Lien Senior Notes Indenture and the 4.000% 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 September 30, 2024


	Consolidated Borrowers		RBILP		Eliminations		Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	1,176	$	—	$	—	$	1,176
Accounts and notes receivable, net	693		—		—		693
Inventories, net	169		—		—		169
Prepaids and other current assets	217		—		—		217
Total current assets	2,255		—		—		2,255
Property and equipment, net	2,229		—		—		2,229
Operating lease assets, net	1,870		—		—		1,870
Intangible assets, net	11,347		—		—		11,347
Goodwill	6,187		—		—		6,187
Intercompany receivable	—		261		(261)		—
Investment in subsidiaries	—		5,039		(5,039)		—
Other assets, net	1,183		—		—		1,183
Total assets	$	25,071	$	5,300	$	(5,300)	$	25,071
LIABILITIES AND EQUITY
Current liabilities:
Accounts and drafts payable	$	754	$	—	$	—	$	754
Other accrued liabilities	897		261		—		1,158
Gift card liability	170		—		—		170
Current portion of long-term debt and finance leases	126		—		—		126
Total current liabilities	1,947		261		—		2,208
Long-term debt, net of current portion	13,571		—		—		13,571
Finance leases, net of current portion	305		—		—		305
Operating lease liabilities, net of current portion	1,775		—		—		1,775
Other liabilities, net	931		—		—		931
Payables to affiliates	261		—		(261)		—
Deferred income taxes, net	1,242		—		—		1,242
Total liabilities	20,032		261		(261)		20,032
Partners’ capital:
Class A common units	—		10,483		—		10,483
Partnership exchangeable units	—		(4,268)		—		(4,268)
Common shares	2,450		—		(2,450)		—
Retained earnings	3,765		—		(3,765)		—
Accumulated other comprehensive income (loss)	(1,178)		(1,178)		1,178		(1,178)
Total Partners' capital/shareholders' equity	5,037		5,037		(5,037)		5,037
Noncontrolling interests	2		2		(2)		2
Total equity	5,039		5,039		(5,039)		5,039
Total liabilities and equity	$	25,071	$	5,300	$	(5,300)	$	25,071

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Balance Sheets

(In millions of U.S. dollars)

As of December 31, 2023


	Consolidated Borrowers		RBILP		Eliminations		Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	1,139	$	—	$	—	$	1,139
Accounts and notes receivable, net	749		—		—		749
Inventories, net	166		—		—		166
Prepaids and other current assets	119		—		—		119
Total current assets	2,173		—		—		2,173
Property and equipment, net	1,952		—		—		1,952
Operating lease assets. net	1,122		—		—		1,122
Intangible assets, net	11,107		—		—		11,107
Goodwill	5,775		—		—		5,775
Intercompany receivable	—		245		(245)		—
Investment in subsidiaries	—		4,730		(4,730)		—
Other assets, net	1,262		—		—		1,262
Total assets	$	23,391	$	4,975	$	(4,975)	$	23,391
LIABILITIES AND EQUITY
Current liabilities:
Accounts and drafts payable	$	790	$	—	$	—	$	790
Other accrued liabilities	760		245		—		1,005
Gift card liability	248		—		—		248
Current portion of long-term debt and finance leases	101		—		—		101
Total current liabilities	1,899		245		—		2,144
Long-term debt, net of current portion	12,854		—		—		12,854
Finance leases, net of current portion	312		—		—		312
Operating lease liabilities, net of current portion	1,059		—		—		1,059
Other liabilities, net	996		—		—		996
Payables to affiliates	245		—		(245)		—
Deferred income taxes, net	1,296		—		—		1,296
Total liabilities	18,661		245		(245)		18,661
Partners’ capital:
Class A common units	—		9,620		—		9,620
Partnership exchangeable units	—		(3,907)		—		(3,907)
Common shares	2,246		—		(2,246)		—
Retained earnings	3,467		—		(3,467)		—
Accumulated other comprehensive income (loss)	(985)		(985)		985		(985)
Total Partners' capital/shareholders' equity	4,728		4,728		(4,728)		4,728
Noncontrolling interests	2		2		(2)		2
Total equity	4,730		4,730		(4,730)		4,730
Total liabilities and equity	$	23,391	$	4,975	$	(4,975)	$	23,391

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Operations

(In millions of U.S. dollars)

Three Months Ended September 30, 2024


	Consolidated Borrowers		RBILP		Eliminations		Consolidated
Revenues:
Supply chain sales	$	699	$	—	$	—	$	699
Company restaurant sales	567		—		—		567
Franchise and property revenues	735		—		—		735
Advertising revenues and other services	290		—		—		290
Total revenues	2,291		—		—		2,291
Operating costs and expenses:
Supply chain cost of sales	559		—		—		559
Company restaurant expenses	473		—		—		473
Franchise and property expenses	134		—		—		134
Advertising expenses and other services	327		—		—		327
General and administrative expenses	176		—		—		176
(Income) loss from equity method investments	3		—		—		3
Other operating expenses (income), net	42		—		—		42
Total operating costs and expenses	1,714		—		—		1,714
Income from operations	577		—		—		577
Interest expense, net	147		—		—		147
Loss on early extinguishment of debt	1		—		—		1
Income before income taxes	429		—		—		429
Income tax expense	72		—		—		72
Net income	357		—		—		357
Equity in earnings of consolidated subsidiaries	—		357		(357)		—
Net income (loss)	357		357		(357)		357
Net income (loss) attributable to noncontrolling interests	1		1		(1)		1
Net income (loss) attributable to common unitholders	$	356	$	356	$	(356)	$	356
Comprehensive income (loss)	$	304	$	304	$	(304)	$	304

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Operations

(In millions of U.S. dollars)

Nine Months Ended September 30, 2024


	Consolidated Borrowers		RBILP		Eliminations		Consolidated
Revenues:
Supply chain sales	$	2,008	$	—	$	—	$	2,008
Company restaurant sales	1,016		—		—		1,016
Franchise and property revenues	2,194		—		—		2,194
Advertising revenues and other services	892		—		—		892
Total revenues	6,110		—		—		6,110
Operating costs and expenses:
Supply chain cost of sales	1,616		—		—		1,616
Company restaurant expenses	848		—		—		848
Franchise and property expenses	394		—		—		394
Advertising expenses and other services	972		—		—		972
General and administrative expenses	534		—		—		534
(Income) loss from equity method investments	(69)		—		—		(69)
Other operating expenses (income), net	31		—		—		31
Total operating costs and expenses	4,326		—		—		4,326
Income from operations	1,784		—		—		1,784
Interest expense, net	442		—		—		442
Loss on early extinguishment of debt	33		—		—		33
Income before income taxes	1,309		—		—		1,309
Income tax expense	225		—		—		225
Net income	1,084		—		—		1,084
Equity in earnings of consolidated subsidiaries	—		1,084		(1,084)		—
Net income (loss)	1,084		1,084		(1,084)		1,084
Net income (loss) attributable to noncontrolling interests	2		2		(2)		2
Net income (loss) attributable to common unitholders	$	1,082	$	1,082	$	(1,082)	$	1,082
Comprehensive income (loss)	$	891	$	891	$	(891)	$	891

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Operations

(In millions of U.S. dollars)

Three Months Ended September 30, 2023


	Consolidated Borrowers		RBILP		Eliminations		Consolidated
Revenues:
Supply chain sales	$	706	$	—	$	—	$	706
Company restaurant sales	65		—		—		65
Franchise and property revenues	753		—		—		753
Advertising revenues and other services	313		—		—		313
Total revenues	1,837		—		—		1,837
Operating costs and expenses:
Supply chain cost of sales	572		—		—		572
Company restaurant expenses	58		—		—		58
Franchise and property expenses	119		—		—		119
Advertising expenses and other services	326		—		—		326
General and administrative expenses	169		—		—		169
(Income) loss from equity method investments	1		—		—		1
Other operating expenses (income), net	10		—		—		10
Total operating costs and expenses	1,255		—		—		1,255
Income from operations	582		—		—		582
Interest expense, net	143		—		—		143
Loss on early extinguishment of debt	16		—		—		16
Income before income taxes	423		—		—		423
Income tax expense	59		—		—		59
Net income	364		—		—		364
Equity in earnings of consolidated subsidiaries	—		364		(364)		—
Net income (loss)	364		364		(364)		364
Net income (loss) attributable to noncontrolling interests	1		1		(1)		1
Net income (loss) attributable to common unitholders	$	363	$	363	$	(363)	$	363
Comprehensive income (loss)	$	332	$	332	$	(332)	$	332

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Operations

(In millions of U.S. dollars)

Nine Months Ended September 30, 2023


	Consolidated Borrowers		RBILP		Eliminations		Consolidated
Revenues:
Supply chain sales	$	1,989	$	—	$	—	$	1,989
Company restaurant sales	194		—		—		194
Franchise and property revenues	2,163		—		—		2,163
Advertising revenues and other services	856		—		—		856
Total revenues	5,202		—		—		5,202
Operating costs and expenses:
Supply chain cost of sales	1,620		—		—		1,620
Company restaurant expenses	172		—		—		172
Franchise and property expenses	372		—		—		372
Advertising expenses and other services	909		—		—		909
General and administrative expenses	507		—		—		507
(Income) loss from equity method investments	19		—		—		19
Other operating expenses (income), net	20		—		—		20
Total operating costs and expenses	3,619		—		—		3,619
Income from operations	1,583		—		—		1,583
Interest expense, net	430		—		—		430
Loss on early extinguishment of debt	16		—		—		16
Income before income taxes	1,137		—		—		1,137
Income tax expense	145		—		—		145
Net income	992		—		—		992
Equity in earnings of consolidated subsidiaries	—		992		(992)		—
Net income (loss)	992		992		(992)		992
Net income (loss) attributable to noncontrolling interests	3		3		(3)		3
Net income (loss) attributable to common unitholders	$	989	$	989	$	(989)	$	989
Comprehensive income (loss)	$	1,094	$	1,094	$	(1,094)	$	1,094

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Cash Flows

(In millions of U.S. dollars)

Nine months ended September 30, 2024


	Consolidated Borrowers		RBILP		Eliminations		Consolidated
Cash flows from operating activities:
Net income	$	1,084	$	1,084	$	(1,084)	$	1,084
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in loss (earnings) of consolidated subsidiaries	—		(1,084)		1,084		—
Depreciation and amortization	187		—		—		187
Non-cash loss on early extinguishment of debt	23		—		—		23
Amortization of deferred financing costs and debt issuance discount	19		—		—		19
(Income) loss from equity method investments	(69)		—		—		(69)
(Gain) loss on remeasurement of foreign denominated transactions	15		—		—		15
Net (gains) losses on derivatives	(140)		—		—		(140)
Share-based compensation and non-cash incentive compensation expense	124		—		—		124
Deferred income taxes	(16)		—		—		(16)
Other	4		—		—		4
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Accounts and notes receivable	57		—		—		57
Inventories and prepaids and other current assets	1		—		—		1
Accounts and drafts payable	(45)		—		—		(45)
Other accrued liabilities and gift card liability	(171)		—		—		(171)
Tenant inducements paid to franchisees	(23)		—		—		(23)
Other long-term assets and liabilities	(28)		—		—		(28)
Net cash provided by operating activities	1,022		—		—		1,022
Cash flows from investing activities:
Payments for property and equipment	(124)		—		—		(124)
Net proceeds from disposal of assets, restaurant closures, and refranchisings	17		—		—		17
Payment for purchase of Carrols Restaurant Group, net of cash acquired	(508)		—		—		(508)
Net payments for acquisition of franchised restaurants	(30)		—		—		(30)
Settlement/sale of derivatives, net	54		—		—		54
Other investing activities, net	(25)		—		—		(25)
Net cash (used for) provided by investing activities	(616)		—		—		(616)
Cash flows from financing activities:
Proceeds from long-term debt	2,450		—		—		2,450
Repayments of long-term debt and finance leases	(2,164)		—		—		(2,164)
Payment of financing costs	(38)		—		—		(38)
Distributions on Class A common and Partnership exchangeable units	—		(767)		—		(767)

Capital contribution from RBI	71		—		—		71
Distributions from subsidiaries	(767)		767		—		—
Proceeds from derivatives	85		—		—		85
Other financing activities, net	(2)		—		—		(2)
Net cash (used for) provided by financing activities	(365)		—		—		(365)
Effect of exchange rates on cash and cash equivalents	(4)		—		—		(4)
Increase (decrease) in cash and cash equivalents	37		—		—		37
Cash and cash equivalents at beginning of period	1,139		—		—		1,139
Cash and cash equivalents at end of period	$	1,176	$	—	$	—	$	1,176

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Cash Flows

(In millions of U.S. dollars)

Nine Months Ended September 30, 2023


	Consolidated Borrowers		RBILP		Eliminations		Consolidated
Cash flows from operating activities:
Net income	$	992	$	992	$	(992)	$	992
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in loss (earnings) of consolidated subsidiaries	—		(992)		992		—
Depreciation and amortization	142		—		—		142
Non-cash loss on extinguishment of debt	5		—		—		5
Amortization of deferred financing costs and debt issuance discount	21		—		—		21
(Income) loss from equity method investments	19		—		—		19
(Gain) loss on remeasurement of foreign denominated transactions	(11)		—		—		(11)
Net (gains) losses on derivatives	(111)		—		—		(111)
Share-based compensation and non-cash incentive compensation expense	141		—		—		141
Deferred income taxes	(47)		—		—		(47)
Other	19		—		—		19
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Accounts and notes receivable	(86)		—		—		(86)
Inventories and prepaids and other current assets	(49)		—		—		(49)
Accounts and drafts payable	(62)		—		—		(62)
Other accrued liabilities and gift card liability	(62)		—		—		(62)
Tenant inducements paid to franchisees	(15)		—		—		(15)
Other long-term assets and liabilities	24		—		—		24
Net cash provided by operating activities	920		—		—		920
Cash flows from investing activities:
Payments for property and equipment	(73)		—		—		(73)
Net proceeds from disposal of assets, restaurant closures, and refranchisings	23		—		—		23

Settlement/sale of derivatives, net	40		—		—		40
Other investing activities, net	(1)		—		—		(1)
Net cash (used for) provided by investing activities	(11)		—		—		(11)
Cash flows from financing activities:
Proceeds from long-term debt	55		—		—		55
Repayments of long-term debt and finance leases	(79)		—		—		(79)
Payment of financing costs	(43)		—		—		(43)
Distributions on Class A common and Partnership exchangeable units	—		(741)		—		(741)
Distribution to RBI for repurchase of RBI common shares	—		(115)		—		(115)
Capital contribution from RBI	52		—		—		52
Distributions from subsidiaries	(856)		856		—		—
Proceeds from derivatives	100		—		—		100
Other financing activities, net	(3)		—		—		(3)
Net cash (used for) provided by financing activities	(774)		—		—		(774)
Effect of exchange rates on cash and cash equivalents	(3)		—		—		(3)
Increase (decrease) in cash and cash equivalents	132		—		—		132
Cash and cash equivalents at beginning of period	1,178		—		—		1,178
Cash and cash equivalents at end of period	$	1,310	$	—	$	—	$	1,310