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, 2017



	Consolidated Borrowers			RBILP			Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	3,547.2		$	—		$	—		$	3,547.2
Accounts and notes receivable, net	421.9			—			—			421.9
Inventories, net	91.9			—			—			91.9
Advertising fund restricted assets	110.8			—			—			110.8
Prepaids and other current assets	108.1			—			—			108.1
Total current assets	4,279.9			—			—			4,279.9

Property and equipment, net	2,158.2			—			—			2,158.2
Intangible assets, net	11,121.8			—			—			11,121.8
Goodwill	5,810.3			—			—			5,810.3
Net investment in property leased to franchisees	76.1			—			—			76.1
Intercompany receivable	—			160.3			(160.3		)	—
Investment in subsidiaries	—			7,573.6			(7,573.6		)	—
Other assets, net	481.6			—			—			481.6
Total assets	$	23,927.9		$	7,733.9		$	(7,733.9	)	$	23,927.9

LIABILITIES, PREFERRED UNITS AND EQUITY
Current liabilities:
Accounts and drafts payable	$	365.2		$	—		$	—		$	365.2
Other accrued liabilities	370.3			160.3			—			530.6
Gift card liability	130.3			—			—			130.3
Advertising fund liabilities	154.1			—			—			154.1
Current portion of long term debt and capital leases	77.5			—			—			77.5
Total current liabilities	1,097.4			160.3			—			1,257.7

Term debt, net of current portion	11,303.6			—			—			11,303.6
Capital leases, net of current portion	238.7			—			—			238.7
Other liabilities, net	1,354.0			—			—			1,354.0
Payables to affiliates	160.3			—			(160.3		)	—
Deferred income taxes, net	2,200.3			—			—			2,200.3
Total liabilities	16,354.3			160.3			(160.3		)	16,354.3

Partnership preferred units	—			3,297.0			—			3,297.0

Partners’ capital:
Class A common units	—			3,530.7			—			3,530.7
Partnership exchangeable units	—			1,560.9			—			1,560.9
Common shares	6,887.6			—			(6,887.6		)	—
Retained Earnings	1,501.0			—			(1,501.0		)	—
Accumulated other comprehensive income (loss)	(818.7		)	(818.7		)	818.7			(818.7		)
Total Partners' capital/shareholders' equity	7,569.9			4,272.9			(7,569.9		)	4,272.9
Noncontrolling interests	3.7			3.7			(3.7		)	3.7
Total equity	7,573.6			4,276.6			(7,573.6		)	4,276.6
Total liabilities, Partnership preferred units and equity	$	23,927.9		$	7,733.9		$	(7,733.9	)	$	23,927.9

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Balance Sheets

(In millions of U.S. dollars)

As of December 31, 2016



	Consolidated Borrowers			RBILP			Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	1,420.4		$	—		$	—		$	1,420.4
Accounts and notes receivable, net	403.5			—			—			403.5
Inventories, net	71.8			—			—			71.8
Advertising fund restricted assets	57.7			—			—			57.7
Prepaids and other current assets	103.6			—			—			103.6
Total current assets	2,057.0			—			—			2,057.0

Property and equipment, net	2,054.7			—			—			2,054.7
Intangible assets, net	9,228.0			—			—			9,228.0
Goodwill	4,675.1			—			—			4,675.1
Net investment in property leased to franchisees	91.9			—			—			91.9
Derivative assets	717.9			—			—			717.9
Intercompany receivable	—			146.1			(146.1		)	—
Investment in subsidiaries	—			6,786.0			(6,786.0		)	—
Other assets, net	300.7			—			—			300.7
Total assets	$	19,125.3		$	6,932.1		$	(6,932.1	)	$	19,125.3

LIABILITIES, PREFERRED UNITS AND EQUITY
Current liabilities:
Accounts and drafts payable	$	369.8		$	—		$	—		$	369.8
Other accrued liabilities	323.2			146.1			—			469.3
Gift card liability	194.4			—			—			194.4
Advertising fund liabilities	83.3			—			—			83.3
Current portion of long term debt and capital leases	93.9			—			—			93.9
Total current liabilities	1,064.6			146.1			—			1,210.7

Term debt, net of current portion	8,410.2			—			—			8,410.2
Capital leases, net of current portion	218.4			—			—			218.4
Other liabilities, net	784.9			—			—			784.9
Payables to affiliates	146.1			—			(146.1		)	—
Deferred income taxes, net	1,715.1			—			—			1,715.1
Total liabilities	12,339.3			146.1			(146.1		)	12,339.3

Partnership preferred units	—			3,297.0			—			3,297.0

Partners’ capital:
Class A common units	—			3,364.1			—			3,364.1
Partnership exchangeable units	—			1,476.2			—			1,476.2
Common shares	6,825.8			—			(6,825.8		)	—
Retained Earnings	1,311.5			—			(1,311.5		)	—
Accumulated other comprehensive income (loss)	(1,355.4		)	(1,355.4		)	1,355.4			(1,355.4		)
Total Partners' capital/shareholders' equity	6,781.9			3,484.9			(6,781.9		)	3,484.9
Noncontrolling interests	4.1			4.1			(4.1		)	4.1
Total equity	6,786.0			3,489.0			(6,786.0		)	3,489.0
Total liabilities, Partnership preferred units and equity	$	19,125.3		$	6,932.1		$	(6,932.1	)	$	19,125.3

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Operations

(In millions of U.S. dollars)

Three Months Ended September 30, 2017



	Consolidated Borrowers			RBILP		Eliminations			Consolidated
Revenues:
Sales	$	631.6		$	—	$	—		$	631.6
Franchise and property revenues	577.0			—		—			577.0
Total revenues	1,208.6			—		—			1,208.6
Operating costs and expenses:
Cost of sales	493.3			—		—			493.3
Franchise and property expenses	118.5			—		—			118.5
Selling, general and administrative expenses	100.1			—		—			100.1
(Income) loss from equity method investments	(4.1		)	—		—			(4.1		)
Other operating expenses (income), net	21.5			—		—			21.5
Total operating costs and expenses	729.3			—		—			729.3
Income from operations	479.3			—		—			479.3
Interest expense, net	136.0			—		—			136.0
Loss on early extinguishment of debt	58.2			—		—			58.2
Income before income taxes	285.1			—		—			285.1
Income tax expense	38.3			—		—			38.3
Net income	246.8			—		—			246.8
Equity in earnings of consolidated subsidiaries	—			246.8		(246.8		)	—
Net income (loss)	246.8			246.8		(246.8		)	246.8
Net income (loss) attributable to noncontrolling interests	0.3			0.3		(0.3		)	0.3
Partnership preferred unit distributions	—			67.5		—			67.5
Net income (loss) attributable to common unitholders	$	246.5		$	179.0	$	(246.5	)	$	179.0
Comprehensive income (loss)	$	546.5		$	546.5	$	(546.5	)	$	546.5

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Operations

(In millions of U.S. dollars)

Nine Months Ended September 30, 2017



	Consolidated Borrowers			RBILP		Eliminations			Consolidated
Revenues:
Sales	$	1,784.1		$	—	$	—		$	1,784.1
Franchise and property revenues	1,557.8			—		—			1,557.8
Total revenues	3,341.9			—		—			3,341.9
Operating costs and expenses:
Cost of sales	1,376.9			—		—			1,376.9
Franchise and property expenses	343.2			—		—			343.2
Selling, general and administrative expenses	318.7			—		—			318.7
(Income) loss from equity method investments	(8.9		)	—		—			(8.9		)
Other operating expenses (income), net	82.1			—		—			82.1
Total operating costs and expenses	2,112.0			—		—			2,112.0
Income from operations	1,229.9			—		—			1,229.9
Interest expense, net	375.4			—		—			375.4
Loss on early extinguishment of debt	78.6			—		—			78.6
Income before income taxes	775.9			—		—			775.9
Income tax expense	119.0			—		—			119.0
Net income	656.9			—		—			656.9
Equity in earnings of consolidated subsidiaries	—			656.9		(656.9		)	—
Net income (loss)	656.9			656.9		(656.9		)	656.9
Net income (loss) attributable to noncontrolling interests	1.1			1.1		(1.1		)	1.1
Partnership preferred unit distributions	—			202.5		—			202.5
Net income (loss) attributable to common unitholders	$	655.8		$	453.3	$	(655.8	)	$	453.3
Comprehensive income (loss)	$	1,193.6		$	1,193.6	$	(1,193.6	)	$	1,193.6

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Operations

(In millions of U.S. dollars)

Three Months Ended September 30, 2016



	Consolidated Borrowers			RBILP		Eliminations			Consolidated
Revenues:
Sales	$	586.4		$	—	$	—		$	586.4
Franchise and property revenues	489.3			—					489.3
Total revenues	1,075.7			—		—			1,075.7
Operating costs and expenses:
Cost of sales	457.1			—		—			457.1
Franchise and property expenses	109.8			—		—			109.8
Selling, general and administrative expenses	82.2			—		—			82.2
(Income) loss from equity method investments	(2.6		)	—		—			(2.6		)
Other operating expenses (income), net	8.7			—		—			8.7
Total operating costs and expenses	655.2			—		—			655.2
Income from operations	420.5			—		—			420.5
Interest expense, net	117.3			—		—			117.3
Income before income taxes	303.2			—		—			303.2
Income tax expense	64.6			—		—			64.6
Net income	238.6			—		—			238.6
Equity in earnings of consolidated subsidiaries	—			238.6		(238.6		)	—
Net income (loss)	238.6			238.6		(238.6		)	238.6
Net income (loss) attributable to noncontrolling interests	1.0			1.0		(1.0		)	1.0
Partnership preferred unit distributions	—			67.5		—			67.5
Net income (loss) attributable to common unitholders	$	237.6		$	170.1	$	(237.6	)	$	170.1
Comprehensive income (loss)	$	131.8		$	131.8	$	(131.8	)	$	131.8

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Operations

(In millions of U.S. dollars)

Nine Months Ended September 30, 2016



	Consolidated Borrowers			RBILP		Eliminations			Consolidated
Revenues:
Sales	$	1,635.5		$	—	$	—		$	1,635.5
Franchise and property revenues	1,398.9			—		—			1,398.9
Total revenues	3,034.4			—		—			3,034.4
Operating costs and expenses:
Cost of sales	1,285.7			—		—			1,285.7
Franchise and property expenses	323.5			—		—			323.5
Selling, general and administrative expenses	228.5			—		—			228.5
(Income) loss from equity method investments	(16.6		)	—		—			(16.6		)
Other operating expenses (income), net	38.2			—		—			38.2
Total operating costs and expenses	1,859.3			—		—			1,859.3
Income from operations	1,175.1			—		—			1,175.1
Interest expense, net	349.6			—		—			349.6
Income before income taxes	825.5			—		—			825.5
Income tax expense	171.0			—		—			171.0
Net income	654.5			—		—			654.5
Equity in earnings of consolidated subsidiaries	—			654.5		(654.5		)	—
Net income (loss)	654.5			654.5		(654.5		)	654.5
Net income (loss) attributable to noncontrolling interests	2.8			2.8		(2.8		)	2.8
Partnership preferred unit distributions	—			202.5		—			202.5
Net income (loss) attributable to common unitholders	$	651.7		$	449.2	$	(651.7	)	$	449.2
Comprehensive income (loss)	$	970.4		$	970.4	$	(970.4	)	$	970.4

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Cash Flows

(In millions of U.S. dollars)

Nine Months Ended September 30, 2017



	Consolidated Borrowers			RBILP			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	656.9		$	656.9		$	(656.9	)	$	656.9
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in loss (earnings) of consolidated subsidiaries	—			(656.9		)	656.9			—
Depreciation and amortization	134.9			—			—			134.9
Premiums paid and non-cash loss on early extinguishment of debt	75.9			—			—			75.9
Amortization of deferred financing costs and debt issuance discount	25.2			—			—			25.2
(Income) loss from equity method investments	(8.9		)	—			—			(8.9		)
Loss (gain) on remeasurement of foreign denominated transactions	64.7			—			—			64.7
Net losses on derivatives	23.1			—			—			23.1
Share-based compensation expense	38.0			—			—			38.0
Deferred income taxes	(3.1		)	—			—			(3.1		)
Other	12.8			—			—			12.8
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Accounts and notes receivable	0.3			—			—			0.3
Inventories and prepaids and other current assets	(12.5		)	—			—			(12.5		)
Accounts and drafts payable	(30.4		)	—			—			(30.4		)
Advertising fund restricted assets and fund liabilities	18.1			—			—			18.1
Other accrued liabilities and gift card liability	(161.4		)	—			—			(161.4		)
Other long-term assets and liabilities	(40.0		)	—			—			(40.0		)
Net cash provided by operating activities	793.6			—			—			793.6
Cash flows from investing activities:
Payments for property and equipment	(16.9		)	—			—			(16.9		)
Proceeds from disposal of assets, restaurant closures, and refranchisings	19.6			—			—			19.6
Net payment for purchase of Popeyes, net of cash acquired	(1,635.9		)	—			—			(1,635.9		)
Return of investment on direct financing leases	11.8			—			—			11.8
Settlement/sale of derivatives, net	771.8			—			—			771.8
Other investing activities, net	(2.3		)	—			—			(2.3		)
Net cash provided by (used for) investing activities	(851.9		)	—			—			(851.9		)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	4,350.0			—			—			4,350.0
Repayments of long-term debt and capital leases	(1,690.0		)	—			—			(1,690.0		)
Payment of financing costs	(57.0		)	—			—			(57.0		)
Distributions on common, preferred and Partnership exchangeable units	—			(451.9		)	—			(451.9		)
Capital contribution from RBI Inc.	17.5			—			—			17.5
Distributions from subsidiaries	(451.9		)	451.9			—			—
Other financing activities, net	(6.2		)	—			—			(6.2		)
Net cash provided by (used for) financing activities	2,162.4			—			—			2,162.4
Effect of exchange rates on cash and cash equivalents	22.7			—			—			22.7
Increase (decrease) in cash and cash equivalents	2,126.8			—			—			2,126.8
Cash and cash equivalents at beginning of period	1,420.4			—			—			1,420.4
Cash and cash equivalents at end of period	$	3,547.2		$	—		$	—		$	3,547.2

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Cash Flows

(In millions of U.S. dollars)

Nine Months Ended September 30, 2016



	Consolidated Borrowers			RBILP			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	654.5		$	654.5		$	(654.5	)	$	654.5
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in loss (earnings) of consolidated subsidiaries	—			(654.5		)	654.5			—
Depreciation and amortization	129.0			—			—			129.0
Amortization of deferred financing costs and debt issuance discount	29.1			—			—			29.1
(Income) loss from equity method investments	(16.6		)	—			—			(16.6		)
Loss (gain) on remeasurement of foreign denominated transactions	16.1			—			—			16.1
Net losses on derivatives	15.3			—			—			15.3
Share-based compensation expense	25.9			—			—			25.9
Deferred income taxes	34.6			—			—			34.6
Other	8.0			—			—			8.0
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Accounts and notes receivable	20.0			—			—			20.0
Inventories and prepaids and other current assets	(3.0		)	—			—			(3.0		)
Accounts and drafts payable	11.8			—			—			11.8
Advertising fund restricted assets and fund liabilities	4.0			—			—			4.0
Other accrued liabilities and gift card liability	(23.8		)	—			—			(23.8		)
Other long-term assets and liabilities	0.9			—			—			0.9
Net cash provided by operating activities	905.8			—			—			905.8
Cash flows from investing activities:
Payments for property and equipment	(18.2		)	—			—			(18.2		)
Proceeds from disposal of assets, restaurant closures, and refranchisings	18.1			—			—			18.1
Return of investment on direct financing leases	12.5			—			—			12.5
Settlement/sale of derivatives, net	4.9			—			—			4.9
Other investing activities, net	2.0			—			—			2.0
Net cash provided by (used for) investing activities	19.3			—			—			19.3
Cash flows from financing activities:
Repayments of long-term debt and capital leases	(52.7		)	—			—			(52.7		)
Distributions on common, preferred and Partnership exchangeable units	—			(396.9		)	—			(396.9		)
Capital contribution from RBI Inc.	—			12.5			—			12.5
Distributions to RBI Inc.	—			(28.5		)	—			(28.5		)
Distributions from subsidiaries	(412.9		)	412.9			—			—
Other financing activities, net	0.8			—			—			0.8
Net cash provided by (used for) financing activities	(464.8		)	—			—			(464.8		)
Effect of exchange rates on cash and cash equivalents	14.6			—			—			14.6
Increase (decrease) in cash and cash equivalents	474.9			—			—			474.9
Cash and cash equivalents at beginning of period	753.7			—			—			753.7
Cash and cash equivalents at end of period	$	1,228.6		$	—		$	—		$	1,228.6