Supplemental Financial Information

On February 17, 2017, 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 that provides for obligations under the Credit Facilities. On August 28, 2017, the Issuers entered into the 2017 5.00% Senior Notes Indenture with respect to the 2017 5.00% Senior Notes. On May 17, 2017, the Issuers entered into the 2017 4.25% Senior Notes Indenture with respect to the 2017 4.25% Senior Notes. On May 22, 2015, the Issuers entered into the 2015 4.625% Senior Notes Indenture with respect to the 2015 4.625% Senior Notes.

The agreement governing our Credit Facilities, the 2017 5.00% Senior Notes Indenture, the 2017 4.25% Senior Notes Indenture and the 2015 4.625% 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 June 30, 2018



	Consolidated Borrowers			RBILP			Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	964.6		$	—		$	—		$	964.6
Accounts and notes receivable, net	441.8			—			—			441.8
Inventories, net	85.5			—			—			85.5
Prepaids and other current assets	116.1			—			—			116.1
Total current assets	1,608.0			—			—			1,608.0
Property and equipment, net	2,033.9			—			—			2,033.9
Intangible assets, net	10,736.4			—			—			10,736.4
Goodwill	5,619.9			—			—			5,619.9
Net investment in property leased to franchisees	61.8			—			—			61.8
Intercompany receivable	—			210.1			(210.1		)	—
Investment in subsidiaries	—			4,224.7			(4,224.7		)	—
Other assets, net	555.2			—			—			555.2
Total assets	$	20,615.2		$	4,434.8		$	(4,434.8	)	$	20,615.2
LIABILITIES AND EQUITY
Current liabilities:
Accounts and drafts payable	$	474.4		$	—		$	—		$	474.4
Other accrued liabilities	452.6			210.1			—			662.7
Gift card liability	102.5			—			—			102.5
Current portion of long term debt and capital leases	78.8			—			—			78.8
Total current liabilities	1,108.3			210.1			—			1,318.4
Term debt, net of current portion	11,776.0			—			—			11,776.0
Capital leases, net of current portion	231.1			—			—			231.1
Other liabilities, net	1,664.2			—			—			1,664.2
Payables to affiliates	210.1			—			(210.1		)	—
Deferred income taxes, net	1,400.8			—			—			1,400.8
Total liabilities	16,390.5			210.1			(210.1		)	16,390.5
Partners’ capital:
Class A common units	—			4,192.7			—			4,192.7
Partnership exchangeable units	—			1,235.9			—			1,235.9
Common shares	3,577.8			—			(3,577.8		)	—
Retained Earnings	1,850.8			—			(1,850.8		)	—
Accumulated other comprehensive income (loss)	(1,206.7		)	(1,206.7		)	1,206.7			(1,206.7		)
Total Partners' capital/shareholders' equity	4,221.9			4,221.9			(4,221.9		)	4,221.9
Noncontrolling interests	2.8			2.8			(2.8		)	2.8
Total equity	4,224.7			4,224.7			(4,224.7		)	4,224.7
Total liabilities and equity	$	20,615.2		$	4,434.8		$	(4,434.8	)	$	20,615.2

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Balance Sheets

(In millions of U.S. dollars)

As of December 31, 2017



	Consolidated Borrowers			RBILP			Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	1,097.4		$	—		$	—		$	1,097.4
Accounts and notes receivable, net	488.8			—			—			488.8
Inventories, net	78.0			—			—			78.0
Prepaids and other current assets	85.4			—			—			85.4
Total current assets	1,749.6			—			—			1,749.6
Property and equipment, net	2,133.3			—			—			2,133.3
Intangible assets, net	11,062.2			—			—			11,062.2
Goodwill	5,782.3			—			—			5,782.3
Net investment in property leased to franchisees	71.3			—			—			71.3
Intercompany receivable	—			96.9			(96.9		)	—
Investment in subsidiaries	—			4,561.0			(4,561.0		)	—
Other assets, net	425.2			—			—			425.2
Total assets	$	21,223.9		$	4,657.9		$	(4,657.9	)	$	21,223.9
LIABILITIES AND EQUITY
Current liabilities:
Accounts and drafts payable	$	496.2		$	—		$	—		$	496.2
Other accrued liabilities	768.8			96.9			—			865.7
Gift card liability	214.9			—			—			214.9
Current portion of long term debt and capital leases	78.2			—			—			78.2
Total current liabilities	1,558.1			96.9			—			1,655.0
Term debt, net of current portion	11,800.9			—			—			11,800.9
Capital leases, net of current portion	243.8			—			—			243.8
Other liabilities, net	1,455.1			—			—			1,455.1
Payables to affiliates	96.9			—			(96.9		)	—
Deferred income taxes, net	1,508.1			—			—			1,508.1
Total liabilities	16,662.9			96.9			(96.9		)	16,662.9
Partners’ capital:
Class A common units	—			4,167.5			—			4,167.5
Partnership exchangeable units	—			1,276.4			—			1,276.4
Common shares	3,515.7			—			(3,515.7		)	—
Retained Earnings	1,928.2			—			(1,928.2		)	—
Accumulated other comprehensive income (loss)	(884.3		)	(884.3		)	884.3			(884.3		)
Total Partners' capital/shareholders' equity	4,559.6			4,559.6			(4,559.6		)	4,559.6
Noncontrolling interests	1.4			1.4			(1.4		)	1.4
Total equity	4,561.0			4,561.0			(4,561.0		)	4,561.0
Total liabilities and equity	$	21,223.9		$	4,657.9		$	(4,657.9	)	$	21,223.9

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Operations

(In millions of U.S. dollars)

Three Months Ended June 30, 2018



	Consolidated Borrowers			RBILP		Eliminations			Consolidated
Revenues:
Sales	$	586.2		$	—	$	—		$	586.2
Franchise and property revenues	757.2			—		—			757.2
Total revenues	1,343.4			—		—			1,343.4
Operating costs and expenses:
Cost of sales	448.9			—		—			448.9
Franchise and property expenses	102.4			—		—			102.4
Selling, general and administrative expenses	317.6			—		—			317.6
(Income) loss from equity method investments	1.2			—		—			1.2
Other operating expenses (income), net	(29.4		)	—		—			(29.4		)
Total operating costs and expenses	840.7			—		—			840.7
Income from operations	502.7			—		—			502.7
Interest expense, net	129.8			—		—			129.8
Income before income taxes	372.9			—		—			372.9
Income tax expense	58.7			—		—			58.7
Net income	314.2			—		—			314.2
Equity in earnings of consolidated subsidiaries	—			314.2		(314.2		)	—
Net income (loss)	314.2			314.2		(314.2		)	314.2
Net income (loss) attributable to noncontrolling interests	0.2			0.2		(0.2		)	0.2
Net income (loss) attributable to common unitholders	$	314.0		$	314.0	$	(314.0	)	$	314.0
Comprehensive income (loss)	$	174.1		$	174.1	$	(174.1	)	$	174.1

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Operations

(In millions of U.S. dollars)

Six Months Ended June 30, 2018



	Consolidated Borrowers			RBILP		Eliminations			Consolidated
Revenues:
Sales	$	1,134.0		$	—	$	—		$	1,134.0
Franchise and property revenues	1,463.2			—		—			1,463.2
Total revenues	2,597.2			—		—			2,597.2
Operating costs and expenses:
Cost of sales	878.0			—		—			878.0
Franchise and property expenses	206.8			—		—			206.8
Selling, general and administrative expenses	618.9			—		—			618.9
(Income) loss from equity method investments	(13.1		)	—		—			(13.1		)
Other operating expenses (income), net	(16.7		)	—		—			(16.7		)
Total operating costs and expenses	1,673.9			—		—			1,673.9
Income from operations	923.3			—		—			923.3
Interest expense, net	269.9			—		—			269.9
Income before income taxes	653.4			—		—			653.4
Income tax expense	60.4			—		—			60.4
Net income	593.0			—		—			593.0
Equity in earnings of consolidated subsidiaries	—			593.0		(593.0		)	—
Net income (loss)	593.0			593.0		(593.0		)	593.0
Net income (loss) attributable to noncontrolling interests	0.4			0.4		(0.4		)	0.4
Net income (loss) attributable to common unitholders	$	592.6		$	592.6	$	(592.6	)	$	592.6
Comprehensive income (loss)	$	270.6		$	270.6	$	(270.6	)	$	270.6

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Operations

(In millions of U.S. dollars)

Three Months Ended June 30, 2017



	Consolidated Borrowers		RBILP		Eliminations			Consolidated
Revenues:
Sales	$	602.1	$	—	$	—		$	602.1
Franchise and property revenues	530.6		—		—			530.6
Total revenues	1,132.7		—		—			1,132.7
Operating costs and expenses:
Cost of sales	460.2		—		—			460.2
Franchise and property expenses	113.7		—		—			113.7
Selling, general and administrative expenses	96.7		—		—			96.7
(Income) loss from equity method investments	0.9		—		—			0.9
Other operating expenses (income), net	46.8		—		—			46.8
Total operating costs and expenses	718.3		—		—			718.3
Income from operations	414.4		—		—			414.4
Interest expense, net	128.0		—		—			128.0
Income before income taxes	286.4		—		—			286.4
Income tax expense	42.9		—		—			42.9
Net income	243.5		—		—			243.5
Equity in earnings of consolidated subsidiaries	—		243.5		(243.5		)	—
Net income (loss)	243.5		243.5		(243.5		)	243.5
Net income (loss) attributable to noncontrolling interests	0.4		0.4		(0.4		)	0.4
Partnership preferred unit distributions	—		67.5		—			67.5
Net income (loss) attributable to common unitholders	$	243.1	$	175.6	$	(243.1	)	$	175.6
Comprehensive income (loss)	$	417.4	$	417.4	$	(417.4	)	$	417.4

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Operations

(In millions of U.S. dollars)

Six Months Ended June 30, 2017



	Consolidated Borrowers			RBILP		Eliminations			Consolidated
Revenues:
Sales	$	1,152.5		$	—	$	—		$	1,152.5
Franchise and property revenues	980.8			—		—			980.8
Total revenues	2,133.3			—		—			2,133.3
Operating costs and expenses:
Cost of sales	883.6			—		—			883.6
Franchise and property expenses	224.7			—		—			224.7
Selling, general and administrative expenses	218.6			—		—			218.6
(Income) loss from equity method investments	(4.8		)	—		—			(4.8		)
Other operating expenses (income), net	60.6			—		—			60.6
Total operating costs and expenses	1,382.7			—		—			1,382.7
Income from operations	750.6			—		—			750.6
Interest expense, net	239.4			—		—			239.4
Loss on early extinguishment of debt	20.4			—		—			20.4
Income before income taxes	490.8			—		—			490.8
Income tax expense	80.7			—		—			80.7
Net income	410.1			—		—			410.1
Equity in earnings of consolidated subsidiaries	—			410.1		(410.1		)	—
Net income (loss)	410.1			410.1		(410.1		)	410.1
Net income (loss) attributable to noncontrolling interests	0.8			0.8		(0.8		)	0.8
Partnership preferred unit distributions	—			135.0		—			135.0
Net income (loss) attributable to common unitholders	$	409.3		$	274.3	$	(409.3	)	$	274.3
Comprehensive income (loss)	$	647.1		$	647.1	$	(647.1	)	$	647.1

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Cash Flows

(In millions of U.S. dollars)

Six months ended June 30, 2018



	Consolidated Borrowers			RBILP			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	593.0		$	593.0		$	(593.0	)	$	593.0
Adjustments to reconcile net income to net cash (used for) provided by operating activities:
Equity in loss (earnings) of consolidated subsidiaries	—			(593.0		)	593.0			—
Depreciation and amortization	92.6			—			—			92.6
Amortization of deferred financing costs and debt issuance discount	14.5			—			—			14.5
(Income) loss from equity method investments	(13.1		)	—			—			(13.1		)
Loss (gain) on remeasurement of foreign denominated transactions	(16.2		)	—			—			(16.2		)
Net (gains) losses on derivatives	(14.8		)	—			—			(14.8		)
Share-based compensation expense	26.6			—			—			26.6
Deferred income taxes	(58.1		)	—			—			(58.1		)
Other	4.3			—			—			4.3
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Accounts and notes receivable	36.2			—			—			36.2
Inventories and prepaids and other current assets	(15.6		)	—			—			(15.6		)
Accounts and drafts payable	(11.4		)	—			—			(11.4		)
Other accrued liabilities and gift card liability	(347.4		)	—			—			(347.4		)
Other long-term assets and liabilities	(26.1		)	—			—			(26.1		)
Net cash (used for) provided by operating activities	264.5			—			—			264.5
Cash flows from investing activities:
Payments for property and equipment	(21.6		)	—			—			(21.6		)
Proceeds from disposal of assets, restaurant closures, and refranchisings	3.4			—			—			3.4
Return of investment on direct financing leases	8.3			—			—			8.3
Settlement/sale of derivatives, net	11.2			—			—			11.2
Other investing activities, net	0.2			—			—			0.2
Net cash provided by (used for) investing activities	1.5			—			—			1.5
Cash flows from financing activities:
Repayments of long-term debt and capital leases	(43.3		)	—			—			(43.3		)
Distributions on Class A common, preferred and Partnership exchangeable units	—			(307.0		)	—			(307.0		)
Payments in connection with repurchase of partnership preferred units	—			(60.1		)	—			(60.1		)
Capital contribution from RBI Inc.	29.0			—			—			29.0
Distributions from subsidiaries	(367.1		)	367.1			—			—
Other financing activities, net	(1.8		)	—			—			(1.8		)
Net cash provided by (used for) financing activities	(383.2		)	—			—			(383.2		)
Effect of exchange rates on cash and cash equivalents	(15.6		)	—			—			(15.6		)
Increase (decrease) in cash and cash equivalents	(132.8		)	—			—			(132.8		)
Cash and cash equivalents at beginning of period	1,097.4			—			—			1,097.4
Cash and cash equivalents at end of period	$	964.6		$	—		$	—		$	964.6

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Cash Flows

(In millions of U.S. dollars)

Six Months Ended June 30, 2017



	Consolidated Borrowers			RBILP			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	410.1		$	410.1		$	(410.1	)	$	410.1
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in loss (earnings) of consolidated subsidiaries	—			(410.1		)	410.1			—
Depreciation and amortization	88.7			—			—			88.7
Premiums paid and non-cash loss on extinguishment of debt	17.9			—			—			17.9
Amortization of deferred financing costs and debt issuance discount	16.7			—			—			16.7
(Income) loss from equity method investments	(4.8		)	—			—			(4.8		)
Loss (gain) on remeasurement of foreign denominated transactions	47.1			—			—			47.1
Net losses on derivatives	14.9			—			—			14.9
Share-based compensation expense	27.2			—			—			27.2
Deferred income taxes	22.4			—			—			22.4
Other	9.8			—			—			9.8
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Accounts and notes receivable	27.4			—			—			27.4
Inventories and prepaids and other current assets	(4.9		)	—			—			(4.9		)
Accounts and drafts payable	(5.4		)	—			—			(5.4		)
Other accrued liabilities and gift card liability	(164.2		)	—			—			(164.2		)
Other long-term assets and liabilities	27.1			—			—			27.1
Net cash provided by operating activities	530.0			—			—			530.0
Cash flows from investing activities:
Payments for property and equipment	(11.7		)	—			—			(11.7		)
Proceeds from disposal of assets, restaurant closures, and refranchisings	9.6			—			—			9.6
Net payment for purchase of Popeyes, net of cash acquired	(1,635.9		)	—			—			(1,635.9		)
Return of investment on direct financing leases	7.8			—			—			7.8
Settlement/sale of derivatives, net	772.0			—			—			772.0
Other investing activities, net	0.3			—			—			0.3
Net cash provided by (used for) investing activities	(857.9		)	—			—			(857.9		)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	3,050.0			—			—			3,050.0
Repayments of long-term debt and capital leases	(377.7		)	—			—			(377.7		)
Payment of financing costs	(47.0		)	—			—			(47.0		)
Distributions on Class A common, preferred and Partnership exchangeable units	—			(296.6		)	—			(296.6		)
Capital contribution from RBI Inc.	12.3			—			—			12.3
Distributions from subsidiaries	(296.6		)	296.6			—			—
Other financing activities, net	(2.3		)	—			—			(2.3		)
Net cash provided by (used for) financing activities	2,338.7			—			—			2,338.7
Effect of exchange rates on cash and cash equivalents	13.3			—			—			13.3
Increase (decrease) in cash and cash equivalents	2,024.1			—			—			2,024.1
Cash and cash equivalents at beginning of period	1,435.8			—			—			1,435.8
Cash and cash equivalents at end of period	$	3,459.9		$	—		$	—		$	3,459.9