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)

As of December 31, 2018



	Consolidated Borrowers			RBILP			Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	913		$	—		$	—		$	913
Accounts and notes receivable, net	452			—			—			452
Inventories, net	75			—			—			75
Prepaids and other current assets	60			—			—			60
Total current assets	1,500			—			—			1,500
Property and equipment, net	1,996			—			—			1,996
Intangible assets, net	10,463			—			—			10,463
Goodwill	5,486			—			—			5,486
Net investment in property leased to franchisees	54			—			—			54
Intercompany receivable	—			207			(207		)	—
Investment in subsidiaries	—			3,618			(3,618		)	—
Other assets, net	642			—			—			642
Total assets	$	20,141		$	3,825		$	(3,825	)	$	20,141
LIABILITIES AND EQUITY
Current liabilities:
Accounts and drafts payable	$	513		$	—		$	—		$	513
Other accrued liabilities	430			207			—			637
Gift card liability	167			—			—			167
Current portion of long term debt and capital leases	91			—			—			91
Total current liabilities	1,201			207			—			1,408
Term debt, net of current portion	11,823			—			—			11,823
Capital leases, net of current portion	226			—			—			226
Other liabilities, net	1,547			—			—			1,547
Payables to affiliates	207			—			(207		)	—
Deferred income taxes, net	1,519			—			—			1,519
Total liabilities	16,523			207			(207		)	16,523
Partners’ capital:
Class A common units	—			4,323			—			4,323
Partnership exchangeable units	—			730			—			730
Common shares	3,071			—			(3,071		)	—
Retained earnings	1,982			—			(1,982		)	—
Accumulated other comprehensive income (loss)	(1,437		)	(1,437		)	1,437			(1,437		)
Total Partners’ capital/shareholders’ equity	3,616			3,616			(3,616		)	3,616
Noncontrolling interests	2			2			(2		)	2
Total equity	3,618			3,618			(3,618		)	3,618
Total liabilities and equity	$	20,141		$	3,825		$	(3,825	)	$	20,141

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Balance Sheets

(In millions)

As of December 31, 2017



	Consolidated Borrowers			RBILP			Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	1,097		$	—		$	—		$	1,097
Accounts and notes receivable, net	489			—			—			489
Inventories, net	78			—			—			78
Prepaids and other current assets	86			—			—			86
Total current assets	1,750			—			—			1,750
Property and equipment, net	2,133			—			—			2,133
Intangible assets, net	11,062			—			—			11,062
Goodwill	5,782			—			—			5,782
Net investment in property leased to franchisees	71			—			—			71
Intercompany receivable	—			97			(97		)	—
Investment in subsidiaries	—			4,561			(4,561		)	—
Other assets, net	426			—			—			426
Total assets	$	21,224		$	4,658		$	(4,658	)	$	21,224
LIABILITIES AND EQUITY
Current liabilities:
Accounts and drafts payable	$	496		$	—		$	—		$	496
Other accrued liabilities	769			97			—			866
Gift card liability	215			—			—			215
Current portion of long term debt and capital leases	78			—			—			78
Total current liabilities	1,558			97			—			1,655
Term debt, net of current portion	11,801			—			—			11,801
Capital leases, net of current portion	244			—			—			244
Other liabilities, net	1,455			—			—			1,455
Payables to affiliates	97			—			(97		)	—
Deferred income taxes, net	1,508			—			—			1,508
Total liabilities	16,663			97			(97		)	16,663
Partners’ capital:
Class A common units	—			4,168			—			4,168
Partnership exchangeable units	—			1,276			—			1,276
Common shares	3,516			—			(3,516		)	—
Retained earnings	1,928			—			(1,928		)	—
Accumulated other comprehensive income (loss)	(884		)	(884		)	884			(884		)
Total Partners’ capital/shareholders’ equity	4,560			4,560			(4,560		)	4,560
Noncontrolling interests	1			1			(1		)	1
Total equity	4,561			4,561			(4,561		)	4,561
Total liabilities and equity	$	21,224		$	4,658		$	(4,658	)	$	21,224

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Operations

(In millions)

2018



	Consolidated Borrowers			RBILP		Eliminations			Consolidated
Revenues:
Sales	$	2,355		$	—	$	—		$	2,355
Franchise and property revenues	3,002			—		—			3,002
Total revenues	5,357			—		—			5,357
Operating costs and expenses:
Cost of sales	1,818			—		—			1,818
Franchise and property expenses	422			—		—			422
Selling, general and administrative expenses	1,214			—		—			1,214
(Income) loss from equity method investments	(22		)	—		—			(22		)
Other operating expenses (income), net	8			—		—			8
Total operating costs and expenses	3,440			—		—			3,440
Income from operations	1,917			—		—			1,917
Interest expense, net	535			—		—			535
Income before income taxes	1,382			—		—			1,382
Income tax (benefit) expense	238			—		—			238
Net income	1,144			—		—			1,144
Equity in earnings of consolidated subsidiaries	—			1,144		(1,144		)	—
Net income (loss)	1,144			1,144		(1,144		)	1,144
Net income (loss) attributable to noncontrolling interests	1			1		(1		)	1
Net income (loss) attributable to common unitholders / shareholders	$	1,143		$	1,143	$	(1,143	)	$	1,143
Total comprehensive income (loss)	$	591		$	591	$	(591	)	$	591

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Operations

(In millions)

2017



	Consolidated Borrowers			RBILP			Eliminations			Consolidated
Revenues:
Sales	$	2,390		$	—		$	—		$	2,390
Franchise and property revenues	2,186			—			—			2,186
Total revenues	4,576			—			—			4,576
Operating costs and expenses:
Cost of sales	1,850			—			—			1,850
Franchise and property expenses	478			—			—			478
Selling, general and administrative expenses	416			—			—			416
(Income) loss from equity method investments	(12		)	—			—			(12		)
Other operating expenses (income), net	109			—			—			109
Total operating costs and expenses	2,841			—			—			2,841
Income from operations	1,735			—			—			1,735
Interest expense, net	512			—			—			512
Loss on early extinguishment of debt	122			—			—			122
Income before income taxes	1,101			—			—			1,101
Income tax expense	(134		)	—			—			(134		)
Net income	1,235			—			—			1,235
Equity in earnings of consolidated subsidiaries	—			1,235			(1,235		)	—
Net income (loss)	1,235			1,235			(1,235		)	1,235
Net income (loss) attributable to noncontrolling interests	2			2			(2		)	2
Partnership preferred unit distributions	—			256			—			256
Gain on redemption of Partnership preferred units	—			(234		)	—			(234		)
Net income (loss) attributable to common unitholders / shareholders	$	1,233		$	1,211		$	(1,233	)	$	1,211
Total comprehensive income (loss)	$	1,706		$	1,706		$	(1,706	)	$	1,706

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Operations

(In millions)

2016



	Consolidated Borrowers			RBILP		Eliminations			Consolidated
Revenues:
Sales	$	2,205		$	—	$	—		$	2,205
Franchise and property revenues	1,941			—		—			1,941
Total revenues	4,146			—		—			4,146
Operating costs and expenses:
Cost of sales	1,727			—		—			1,727
Franchise and property expenses	454			—		—			454
Selling, general and administrative expenses	319			—		—			319
(Income) loss from equity method investments	(20		)	—		—			(20		)
Other operating expenses (income), net	(1		)	—		—			(1		)
Total operating costs and expenses	2,479			—		—			2,479
Income from operations	1,667			—		—			1,667
Interest expense, net	467			—		—			467
Income before income taxes	1,200			—		—			1,200
Income tax expense	244			—		—			244
Net income	956			—		—			956
Equity in earnings of consolidated subsidiaries	—			956		(956		)	—
Net income (loss)	956			956		(956		)	956
Net income (loss) attributable to noncontrolling interests	3			3		(3		)	3
Partnership preferred unit distributions	—			270		—			270
Net income (loss) attributable to common unitholders / shareholders	$	953		$	683	$	(953	)	$	683
Total comprehensive income (loss)	$	1,068		$	1,068	$	(1,068	)	$	1,068

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Cash Flows

(In millions)

2018



	Consolidated Borrowers			RBILP			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	1,144		$	1,144		$	(1,144	)	$	1,144
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in loss (earnings) of consolidated subsidiaries	—			(1,144		)	1,144			—
Depreciation and amortization	180			—			—			180
Amortization of deferred financing costs and debt issuance discount	29			—			—			29
(Income) loss from equity method investments	(22		)	—			—			(22		)
Loss (gain) on remeasurement of foreign denominated transactions	(33		)	—			—			(33		)
Net (gains) losses on derivatives	(40		)	—			—			(40		)
Share-based compensation expense	48			—			—			48
Deferred income taxes	29			—			—			29
Other	5			—			—			5
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Accounts and notes receivable	19			—			—			19
Inventories and prepaids and other current assets	(7		)	—			—			(7		)
Accounts and drafts payable	41			—			—			41
Other accrued liabilities and gift card liability	(219		)	—			—			(219		)
Tenant inducements paid to franchisees	(52		)	—			—			(52		)
Other long-term assets and liabilities	43			—			—			43
Net cash provided by operating activities	1,165			—			—			1,165
Cash flows from investing activities:
Payments for property and equipment	(86		)	—			—			(86		)
Proceeds from disposal of assets, restaurant closures and refranchisings	8			—			—			8
Return of investment on direct financing leases	16			—			—			16
Settlement/sale of derivatives, net	17			—			—			17
Other investing activities, net	1			—			—			1
Net cash provided by (used for) investing activities	(44		)	—			—			(44		)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	75			—			—			75
Repayments of long-term debt and capital leases	(74		)	—			—			(74		)
Distributions to RBI for payments in connection with redemption of Preferred Shares	—			(60		)	—			(60		)
Payment of financing costs	(3		)	—			—			(3		)
Distributions paid on common, preferred and Partnership exchangeable units	—			(728		)	—			(728		)
Repurchase of Partnership exchangeable units	—			(561		)	—			(561		)
Capital contribution from RBI Inc.	61			—			—			61
Distributions from subsidiaries	(1,349		)	1,349			—			—
Other financing activities, net	5			—			—			5
Net cash provided by (used for) financing activities	(1,285		)	—			—			(1,285		)
Effect of exchange rates on cash and cash equivalents	(20		)	—			—			(20		)
Increase (decrease) in cash and cash equivalents	(184		)	—			—			(184		)
Cash and cash equivalents at beginning of period	1,097			—			—			1,097
Cash and cash equivalents at end of period	$	913		$	—		$	—		$	913

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Cash Flows

(In millions)

2017



	Consolidated Borrowers			RBILP			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	1,235		$	1,235		$	(1,235	)	$	1,235
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in loss (earnings) of consolidated subsidiaries	—			(1,235		)	1,235			—
Depreciation and amortization	182			—			—			182
Premiums paid and non-cash loss on early extinguishment of debt	119			—			—			119
Amortization of deferred financing costs and debt issuance discount	33			—			—			33
(Income) loss from equity method investments	(12		)	—			—			(12		)
Loss (gain) on remeasurement of foreign denominated transactions	77			—			—			77
Net losses on derivatives	31			—			—			31
Share-based compensation expense	48			—			—			48
Deferred income taxes	(742		)	—			—			(742		)
Other	18			—			—			18
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Accounts and notes receivable	(30		)	—			—			(30		)
Inventories and prepaids and other current assets	19			—			—			19
Accounts and drafts payable	14			—			—			14
Other accrued liabilities and gift card liability	360			—			—			360
Tenant inducements paid to franchisees	(20		)	—			—			(20		)
Other long-term assets and liabilities	99			—			—			99
Net cash provided by operating activities	1,431			—			—			1,431
Cash flows from investing activities:
Payments for property and equipment	(37		)	—			—			(37		)
Proceeds from disposal of assets, restaurant closures and refranchisings	26			—			—			26
Net payment for purchase of Popeyes, net of cash acquired	(1,636		)	—			—			(1,636		)
Return of investment on direct financing leases	16			—			—			16
Settlement/sale of derivatives, net	772			—			—			772
Other investing activities, net	1			—			—			1
Net cash provided by (used for) investing activities	(858		)	—			—			(858		)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	5,850			—			—			5,850
Repayments of long-term debt and capital leases	(2,742		)	—			—			(2,742		)
Distributions to RBI for payments in connection with redemption of Preferred Shares	—			(3,006		)	—			(3,006		)
Payment of financing costs	(63		)	—			—			(63		)
Distributions paid on common, preferred and Partnership exchangeable units	—			(664		)	—			(664		)
Repurchase of Partnership exchangeable units	—			(330		)	—			(330		)
Capital contribution from RBI Inc.	29			—			—			29
Distributions from subsidiaries	(4,000		)	4,000			—			—
Other financing activities, net	(10		)	—			—			(10		)
Net cash provided by (used for) financing activities	(936		)	—			—			(936		)
Effect of exchange rates on cash and cash equivalents	24			—			—			24
Increase (decrease) in cash and cash equivalents	(339		)	—			—			(339		)
Cash and cash equivalents at beginning of period	1,436			—			—			1,436
Cash and cash equivalents at end of period	$	1,097		$	—		$	—		$	1,097

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Cash Flows

(In millions)

2016



	Consolidated Borrowers			RBILP			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	956		$	956		$	(956	)	$	956
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in loss (earnings) of consolidated subsidiaries	—			(956		)	956			—
Depreciation and amortization	172			—			—			172
Amortization of deferred financing costs and debt issuance discount	39			—			—			39
(Income) loss from equity method investments	(20		)	—			—			(20		)
Loss (gain) on remeasurement of foreign denominated transactions	(20		)	—			—			(20		)
Net losses on derivatives	21			—			—			21
Share-based compensation expense	35			—			—			35
Deferred income taxes	80			—			—			80
Other	4			—			—			4
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Accounts and notes receivable	(16		)	—			—			(16		)
Inventories and prepaids and other current assets	(10		)	—			—			(10		)
Accounts and drafts payable	16			—			—			16
Other accrued liabilities and gift card liability	(1		)	—			—			(1		)
Tenant inducements paid to franchisees	(19		)	—			—			(19		)
Other long-term assets and liabilities	(23		)	—			—			(23		)
Net cash provided by operating activities	1,214			—			—			1,214
Cash flows from investing activities:
Payments for property and equipment	(34		)	—			—			(34		)
Proceeds from disposal of assets, restaurant closures and refranchisings	30			—			—			30
Return of investment on direct financing leases	17			—			—			17
Settlement/sale of derivatives, net	11			—			—			11
Other investing activities, net	3			—			—			3
Net cash provided by (used for) investing activities	27			—			—			27
Cash flows from financing activities:
Repayments of long-term debt and capital leases	(70		)	—			—			(70		)
Distributions paid on common, preferred and Partnership exchangeable units	—			(538		)	—			(538		)
Capital contribution from RBI Inc.	14			—			—			14
Excess tax benefits from share-based compensation	8			—			—			8
Distributions from subsidiaries	(538		)	538			—			—
Other financing activities, net	(5		)	—			—			(5		)
Net cash provided by (used for) financing activities	(591		)	—			—			(591		)
Effect of exchange rates on cash and cash equivalents	(2		)	—			—			(2		)
Increase (decrease) in cash and cash equivalents	648			—			—			648
Cash and cash equivalents at beginning of period	788			—			—			788
Cash and cash equivalents at end of period	$	1,436		$	—		$	—		$	1,436