Supplemental Financial Information (Tables)

9 Months Ended

Sep. 30, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Condensed Consolidating Financial Statements

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, 2020

	Consolidated Borrowers		RBILP		Eliminations		Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	1,904	$	—	$	—	$	1,904
Accounts and notes receivable, net	589		—		—		589
Inventories, net	87		—		—		87
Prepaids and other current assets	85		—		—		85
Total current assets	2,665		—		—		2,665
Property and equipment, net	1,975		—		—		1,975
Operating lease assets, net	1,122		—		—		1,122
Intangible assets, net	10,415		—		—		10,415
Goodwill	5,571		—		—		5,571
Net investment in property leased to franchisees	63		—		—		63
Intercompany receivable	—		243		(243)		—
Investment in subsidiaries	—		3,915		(3,915)		—
Other assets, net	722		—		—		722
Total assets	$	22,533	$	4,158	$	(4,158)	$	22,533
LIABILITIES AND EQUITY
Current liabilities:
Accounts and drafts payable	$	523	$	—	$	—	$	523
Other accrued liabilities	640		243		—		883
Gift card liability	108		—		—		108
Current portion of long-term debt and finance leases	107		—		—		107
Total current liabilities	1,378		243		—		1,621
Long-term debt, net of current portion	12,300		—		—		12,300
Finance leases, net of current portion	304		—		—		304
Operating lease liabilities, net of current portion	1,054		—		—		1,054
Other liabilities, net	1,917		—		—		1,917
Payables to affiliates	243		—		(243)		—
Deferred income taxes, net	1,422		—		—		1,422
Total liabilities	18,618		243		(243)		18,618
Partners’ capital:
Class A common units	—		8,005		—		8,005
Partnership exchangeable units	—		(2,568)		—		(2,568)
Common shares	3,369		—		(3,369)		—
Retained Earnings	2,068		—		(2,068)		—
Accumulated other comprehensive income (loss)	(1,526)		(1,526)		1,526		(1,526)
Total Partners' capital/shareholders' equity	3,911		3,911		(3,911)		3,911
Noncontrolling interests	4		4		(4)		4
Total equity	3,915		3,915		(3,915)		3,915
Total liabilities and equity	$	22,533	$	4,158	$	(4,158)	$	22,533

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Balance Sheets

(In millions of U.S. dollars)

As of December 31, 2019

	Consolidated Borrowers		RBILP		Eliminations		Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	1,533	$	—	$	—	$	1,533
Accounts and notes receivable, net	527		—		—		527
Inventories, net	84		—		—		84
Prepaids and other current assets	52		—		—		52
Total current assets	2,196		—		—		2,196
Property and equipment, net	2,007		—		—		2,007
Operating lease assets. net	1,176		—		—		1,176
Intangible assets, net	10,563		—		—		10,563
Goodwill	5,651		—		—		5,651
Net investment in property leased to franchisees	48		—		—		48
Intercompany receivable	—		232		(232)		—
Investment in subsidiaries	—		4,259		(4,259)		—
Other assets, net	719		—		—		719
Total assets	$	22,360	$	4,491	$	(4,491)	$	22,360
LIABILITIES AND EQUITY
Current liabilities:
Accounts and drafts payable	$	644	$	—	$	—	$	644
Other accrued liabilities	558		232		—		790
Gift card liability	168		—		—		168
Current portion of long-term debt and finance leases	101		—		—		101
Total current liabilities	1,471		232		—		1,703
Long-term debt, net of current portion	11,759		—		—		11,759
Finance leases, net of current portion	288		—		—		288
Operating lease liabilities, net of current portion	1,089		—		—		1,089
Other liabilities, net	1,698		—		—		1,698
Payables to affiliates	232		—		(232)		—
Deferred income taxes, net	1,564		—		—		1,564
Total liabilities	18,101		232		(232)		18,101
Partners’ capital:
Class A common units	—		7,786		—		7,786
Partnership exchangeable units	—		(2,353)		—		(2,353)
Common shares	3,248		—		(3,248)		—
Retained Earnings	2,185		—		(2,185)		—
Accumulated other comprehensive income (loss)	(1,178)		(1,178)		1,178		(1,178)
Total Partners' capital/shareholders' equity	4,255		4,255		(4,255)		4,255
Noncontrolling interests	4		4		(4)		4
Total equity	4,259		4,259		(4,259)		4,259
Total liabilities and equity	$	22,360	$	4,491	$	(4,491)	$	22,360

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Operations

(In millions of U.S. dollars)

Three Months Ended September 30, 2020

	Consolidated Borrowers		RBILP		Eliminations		Consolidated
Revenues:
Sales	$	541	$	—	$	—	$	541
Franchise and property revenues	796		—		—		796
Total revenues	1,337		—		—		1,337
Operating costs and expenses:
Cost of sales	418		—		—		418
Franchise and property expenses	128		—		—		128
Selling, general and administrative expenses	302		—		—		302
(Income) loss from equity method investments	18		—		—		18
Other operating expenses (income), net	54		—		—		54
Total operating costs and expenses	920		—		—		920
Income from operations	417		—		—		417
Interest expense, net	129		—		—		129
Income before income taxes	288		—		—		288
Income tax expense	65		—		—		65
Net income	223		—		—		223
Equity in earnings of consolidated subsidiaries	—		223		(223)		—
Net income (loss)	223		223		(223)		223
Net income (loss) attributable to noncontrolling interests	—		—		—		—
Net income (loss) attributable to common unitholders	$	223	$	223	$	(223)	$	223
Comprehensive income (loss)	$	269	$	269	$	(269)	$	269

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Operations

(In millions of U.S. dollars)

Nine Months Ended September 30, 2020

	Consolidated Borrowers		RBILP		Eliminations		Consolidated
Revenues:
Sales	$	1,450	$	—	$	—	$	1,450
Franchise and property revenues	2,160		—		—		2,160
Total revenues	3,610		—		—		3,610
Operating costs and expenses:
Cost of sales	1,156		—		—		1,156
Franchise and property expenses	388		—		—		388
Selling, general and administrative expenses	922		—		—		922
(Income) loss from equity method investments	36		—		—		36
Other operating expenses (income), net	59		—		—		59
Total operating costs and expenses	2,561		—		—		2,561
Income from operations	1,049		—		—		1,049
Interest expense, net	376		—		—		376
Income before income taxes	673		—		—		673
Income tax expense	62		—		—		62
Net income	611		—		—		611
Equity in earnings of consolidated subsidiaries	—		611		(611)		—
Net income (loss)	611		611		(611)		611
Net income (loss) attributable to noncontrolling interests	1		1		(1)		1
Net income (loss) attributable to common unitholders	$	610	$	610	$	(610)	$	610
Comprehensive income (loss)	$	263	$	263	$	(263)	$	263

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Operations

(In millions of U.S. dollars)

Three Months Ended September 30, 2019

	Consolidated Borrowers		RBILP		Eliminations		Consolidated
Revenues:
Sales	$	624	$	—	$	—	$	624
Franchise and property revenues	834		—		—		834
Total revenues	1,458		—		—		1,458
Operating costs and expenses:
Cost of sales	475		—		—		475
Franchise and property expenses	133		—		—		133
Selling, general and administrative expenses	320		—		—		320
(Income) loss from equity method investments	(11)		—		—		(11)
Other operating expenses (income), net	(30)		—		—		(30)
Total operating costs and expenses	887		—		—		887
Income from operations	571		—		—		571
Interest expense, net	137		—		—		137
Loss on early extinguishment of debt	4		—		—		4
Income before income taxes	430		—		—		430
Income tax expense	79		—		—		79
Net income	351		—		—		351
Equity in earnings of consolidated subsidiaries	—		351		(351)		—
Net income (loss)	351		351		(351)		351
Net income (loss) attributable to noncontrolling interests	—		—		—		—
Net income (loss) attributable to common unitholders	$	351	$	351	$	(351)	$	351
Comprehensive income (loss)	$	301	$	301	$	(301)	$	301

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Operations

(In millions of U.S. dollars)

Nine Months Ended September 30, 2019

	Consolidated Borrowers		RBILP		Eliminations		Consolidated
Revenues:
Sales	$	1,735	$	—	$	—	$	1,735
Franchise and property revenues	2,389		—		—		2,389
Total revenues	4,124		—		—		4,124
Operating costs and expenses:
Cost of sales	1,334		—		—		1,334
Franchise and property expenses	401		—		—		401
Selling, general and administrative expenses	948		—		—		948
(Income) loss from equity method investments	(11)		—		—		(11)
Other operating expenses (income), net	(44)		—		—		(44)
Total operating costs and expenses	2,628		—		—		2,628
Income from operations	1,496		—		—		1,496
Interest expense, net	406		—		—		406
Loss on early extinguishment of debt	4		—		—		4
Income before income taxes	1,086		—		—		1,086
Income tax expense	232		—		—		232
Net income	854		—		—		854
Equity in earnings of consolidated subsidiaries	—		854		(854)		—
Net income (loss)	854		854		(854)		854
Net income (loss) attributable to noncontrolling interests	—		—		—		—
Net income (loss) attributable to common unitholders	$	854	$	854	$	(854)	$	854
Comprehensive income (loss)	$	957	$	957	$	(957)	$	957

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Cash Flows

(In millions of U.S. dollars)

Nine months ended September 30, 2020

	Consolidated Borrowers		RBILP		Eliminations		Consolidated
Cash flows from operating activities:
Net income	$	611	$	611	$	(611)	$	611
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Equity in loss (earnings) of consolidated subsidiaries	—		(611)		611		—
Depreciation and amortization	139		—		—		139
Amortization of deferred financing costs and debt issuance discount	19		—		—		19
(Income) loss from equity method investments	36		—		—		36
(Gain) loss on remeasurement of foreign denominated transactions	54		—		—		54
Net (gains) losses on derivatives	14		—		—		14
Share-based compensation expense	55		—		—		55
Deferred income taxes	(120)		—		—		(120)
Other	23		—		—		23
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Accounts and notes receivable	(83)		—		—		(83)
Inventories and prepaids and other current assets	(21)		—		—		(21)
Accounts and drafts payable	(110)		—		—		(110)
Other accrued liabilities and gift card liability	(12)		—		—		(12)
Tenant inducements paid to franchisees	(7)		—		—		(7)
Other long-term assets and liabilities	(5)		—		—		(5)
Net cash provided by (used for) operating activities	593		—		—		593
Cash flows from investing activities:
Payments for property and equipment	(71)		—		—		(71)
Net proceeds from disposal of assets, restaurant closures, and refranchisings	9		—		—		9
Settlement/sale of derivatives, net	29		—		—		29
Net cash provided by (used for) investing activities	(33)		—		—		(33)
Cash flows from financing activities:
Proceeds from revolving line of credit and long-term debt	1,585		—		—		1,585
Repayments of revolving line of credit, long-term debt and finance leases	(1,071)		—		—		(1,071)
Payment of financing costs	(10)		—		—		(10)
Distributions on Class A common and Partnership exchangeable units	—		(716)		—		(716)
Capital contribution from RBI	60		—		—		60
Distributions from subsidiaries	(716)		716		—		—
(Payments) proceeds from derivatives	(29)		—		—		(29)
Other financing activities, net	(1)		—		—		(1)
Net cash provided by (used for) financing activities	(182)		—		—		(182)
Effect of exchange rates on cash and cash equivalents	(7)		—		—		(7)
Increase (decrease) in cash and cash equivalents	371		—		—		371
Cash and cash equivalents at beginning of period	1,533		—		—		1,533
Cash and cash equivalents at end of period	$	1,904	$	—	$	—	$	1,904

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Cash Flows

(In millions of U.S. dollars)

Nine Months Ended September 30, 2019

	Consolidated Borrowers		RBILP		Eliminations		Consolidated
Cash flows from operating activities:
Net income	$	854	$	854	$	(854)	$	854
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Equity in loss (earnings) of consolidated subsidiaries	—		(854)		854		—
Depreciation and amortization	139		—		—		139
Premiums paid and non-cash loss on extinguishment of debt	4		—		—		4
Amortization of deferred financing costs and debt issuance discount	22		—		—		22
(Income) loss from equity method investments	(11)		—		—		(11)
(Gain) loss on remeasurement of foreign denominated transactions	(38)		—		—		(38)
Net (gains) losses on derivatives	(43)		—		—		(43)
Share-based compensation expense	56		—		—		56
Deferred income taxes	(16)		—		—		(16)
Other	1		—		—		1
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Accounts and notes receivable	(7)		—		—		(7)
Inventories and prepaids and other current assets	(34)		—		—		(34)
Accounts and drafts payable	(15)		—		—		(15)
Other accrued liabilities and gift card liability	(85)		—		—		(85)
Tenant inducements paid to franchisees	(13)		—		—		(13)
Other long-term assets and liabilities	64		—		—		64
Net cash provided by (used for) operating activities	878		—		—		878
Cash flows from investing activities:
Payments for property and equipment	(32)		—		—		(32)
Net proceeds from disposal of assets, restaurant closures, and refranchisings	22		—		—		22
Settlement/sale of derivatives, net	17		—		—		17
Net cash provided by (used for) investing activities	7		—		—		7
Cash flows from financing activities:
Proceeds from revolving line of credit and long-term debt	750		—		—		750
Repayments of long-term debt and finance leases	(290)		—		—		(290)
Payment of financing costs	(13)		—		—		(13)
Distributions on Class A common and Partnership exchangeable units	—		(669)		—		(669)
Capital contribution from RBI	99		—		—		99
Distributions from subsidiaries	(669)		669		—		—
(Payments) proceeds from derivatives	17		—		—		17
Net cash (used for) provided by financing activities	(106)		—		—		(106)
Effect of exchange rates on cash and cash equivalents	7		—		—		7
Increase (decrease) in cash and cash equivalents	786		—		—		786
Cash and cash equivalents at beginning of period	913		—		—		913
Cash and cash equivalents at end of period	$	1,699	$	—	$	—	$	1,699