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 May 17, 2017, the Issuers entered into the 2017 Senior Notes Indenture with respect to the 2017 Senior Notes. On May 22, 2015, the Issuers entered into the 2015 Senior Notes Indenture with respect to the 2015 Senior Notes. On October 8, 2014, the Issuers entered into the 2014 Senior Notes Indenture with respect to the 2014 Senior Notes.

The agreement governing our Credit Facilities, the 2017 Senior Notes Indenture, the 2015 Senior Notes Indenture and the 2014 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, 2017



	Consolidated Borrowers			RBILP			Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	3,435.5		$	—		$	—		$	3,435.5
Accounts and notes receivable, net	388.8			—			—			388.8
Inventories, net	89.5			—			—			89.5
Advertising fund restricted assets	92.8			—			—			92.8
Prepaids and other current assets	106.9			—			—			106.9
Total current assets	4,113.5			—			—			4,113.5

Property and equipment, net	2,153.5			—			—			2,153.5
Intangible assets, net	10,841.6			—			—			10,841.6
Goodwill	5,683.7			—			—			5,683.7
Net investment in property leased to franchisees	81.5			—			—			81.5
Intercompany receivable	—			155.4			(155.4		)	—
Investment in subsidiaries	—			7,171.6			(7,171.6		)	—
Other assets, net	363.5			—			—			363.5
Total assets	$	23,237.3		$	7,327.0		$	(7,327.0	)	$	23,237.3

LIABILITIES, PREFERRED UNITS AND EQUITY
Current liabilities:
Accounts and drafts payable	$	376.1		$	—		$	—		$	376.1
Other accrued liabilities	336.7			155.4			—			492.1
Gift card liability	139.5			—			—			139.5
Advertising fund liabilities	120.7			—			—			120.7
Current portion of long term debt and capital leases	76.3			—			—			76.3
Total current liabilities	1,049.3			155.4			—			1,204.7

Term debt, net of current portion	11,252.9			—			—			11,252.9
Capital leases, net of current portion	231.2			—			—			231.2
Other liabilities, net	1,178.9			—			—			1,178.9
Payables to affiliates	155.4			—			(155.4		)	—
Deferred income taxes, net	2,198.0			—			—			2,198.0
Total liabilities	16,065.7			155.4			(155.4		)	16,065.7

Partnership preferred units	—			3,297.0			—			3,297.0

Partners’ capital:
Class A common units	—			3,470.2			—			3,470.2
Partnership exchangeable units	—			1,519.1			—			1,519.1
Common shares	6,871.5			—			(6,871.5		)	—
Retained Earnings	1,414.8			—			(1,414.8		)	—
Accumulated other comprehensive income (loss)	(1,118.4		)	(1,118.4		)	1,118.4			(1,118.4		)
Total Partners' capital/shareholders' equity	7,167.9			3,870.9			(7,167.9		)	3,870.9
Noncontrolling interests	3.7			3.7			(3.7		)	3.7
Total equity	7,171.6			3,874.6			(7,171.6		)	3,874.6
Total liabilities, Partnership preferred units and equity	$	23,237.3		$	7,327.0		$	(7,327.0	)	$	23,237.3

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 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 Operations

(In millions of U.S. dollars)

Three Months Ended June 30, 2016



	Consolidated Borrowers			RBILP		Eliminations			Consolidated
Revenues:
Sales	$	558.6		$	—	$	—		$	558.6
Franchise and property revenues	481.6			—					481.6
Total revenues	1,040.2			—		—			1,040.2
Operating costs and expenses:
Cost of sales	438.0			—		—			438.0
Franchise and property expenses	111.9			—		—			111.9
Selling, general and administrative expenses	73.1			—		—			73.1
(Income) loss from equity method investments	4.5			—		—			4.5
Other operating expenses (income), net	(11.3		)	—		—			(11.3		)
Total operating costs and expenses	616.2			—		—			616.2
Income from operations	424.0			—		—			424.0
Interest expense, net	117.2			—		—			117.2
Income before income taxes	306.8			—		—			306.8
Income tax expense	59.2			—		—			59.2
Net income	247.6			—		—			247.6
Equity in earnings of consolidated subsidiaries	—			247.6		(247.6		)	—
Net income (loss)	247.6			247.6		(247.6		)	247.6
Net income (loss) attributable to noncontrolling interests	0.9			0.9		(0.9		)	0.9
Partnership preferred unit distributions	—			67.5		—			67.5
Net income (loss) attributable to common unitholders	$	246.7		$	179.2	$	(246.7	)	$	179.2
Comprehensive income (loss)	$	304.3		$	304.3	$	(304.3	)	$	304.3

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Operations

(In millions of U.S. dollars)

Six Months Ended June 30, 2016



	Consolidated Borrowers			RBILP		Eliminations			Consolidated
Revenues:
Sales	$	1,049.1		$	—	$	—		$	1,049.1
Franchise and property revenues	909.6			—		—			909.6
Total revenues	1,958.7			—		—			1,958.7
Operating costs and expenses:
Cost of sales	828.6			—		—			828.6
Franchise and property expenses	213.7			—		—			213.7
Selling, general and administrative expenses	146.3			—		—			146.3
(Income) loss from equity method investments	(14.0		)	—		—			(14.0		)
Other operating expenses (income), net	29.5			—		—			29.5
Total operating costs and expenses	1,204.1			—		—			1,204.1
Income from operations	754.6			—		—			754.6
Interest expense, net	232.3			—		—			232.3
Income before income taxes	522.3			—		—			522.3
Income tax expense	106.4			—		—			106.4
Net income	415.9			—		—			415.9
Equity in earnings of consolidated subsidiaries	—			415.9		(415.9		)	—
Net income (loss)	415.9			415.9		(415.9		)	415.9
Net income (loss) attributable to noncontrolling interests	1.8			1.8		(1.8		)	1.8
Partnership preferred unit distributions	—			135.0		—			135.0
Net income (loss) attributable to common unitholders	$	414.1		$	279.1	$	(414.1	)	$	279.1
Comprehensive income (loss)	$	838.6		$	838.6	$	(838.6	)	$	838.6

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
Non-cash loss on early 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	(11.1		)	—			—			(11.1		)
Accounts and drafts payable	(9.5		)	—			—			(9.5		)
Advertising fund restricted assets and fund liabilities	1.3			—			—			1.3
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	521.0			—			—			521.0
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 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	2,015.1			—			—			2,015.1
Cash and cash equivalents at beginning of period	1,420.4			—			—			1,420.4
Cash and cash equivalents at end of period	$	3,435.5		$	—		$	—		$	3,435.5

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Cash Flows

(In millions of U.S. dollars)

Six Months Ended June 30, 2016



	Consolidated Borrowers			RBILP			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	415.9		$	415.9		$	(415.9	)	$	415.9
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in loss (earnings) of consolidated subsidiaries	—			(415.9		)	415.9			—
Depreciation and amortization	85.7			—			—			85.7
Amortization of deferred financing costs and debt issuance discount	19.3			—			—			19.3
(Income) loss from equity method investments	(14.0		)	—			—			(14.0		)
Loss (gain) on remeasurement of foreign denominated transactions	19.0			—			—			19.0
Net losses on derivatives	9.4			—			—			9.4
Share-based compensation expense	16.1			—			—			16.1
Deferred income taxes	10.5			—			—			10.5
Other	7.1			—			—			7.1
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Accounts and notes receivable	21.7			—			—			21.7
Inventories and prepaids and other current assets	(69.1		)	—			—			(69.1		)
Accounts and drafts payable	7.2			—			—			7.2
Advertising fund restricted assets and fund liabilities	(15.8		)	—			—			(15.8		)
Other accrued liabilities and gift card liability	(19.3		)	—			—			(19.3		)
Other long-term assets and liabilities	(1.7		)	—			—			(1.7		)
Net cash provided by operating activities	492.0			—			—			492.0
Cash flows from investing activities:
Payments for property and equipment	(12.8		)	—			—			(12.8		)
Proceeds from disposal of assets, restaurant closures, and refranchisings	13.2			—			—			13.2
Return of investment on direct financing leases	8.1			—			—			8.1
Settlement/sale of derivatives, net	1.5			—			—			1.5
Other investing activities, net	1.8			—			—			1.8
Net cash provided by (used for) investing activities	11.8			—			—			11.8
Cash flows from financing activities:
Repayments of long-term debt and capital leases	(34.6		)	—			—			(34.6		)
Distributions on common, preferred and Partnership exchangeable units	—			(260.2		)	—			(260.2		)
Capital contribution from RBI Inc.	10.7			—			—			10.7
Distributions from subsidiaries	(260.2		)	260.2			—			—
Other financing activities, net	(22.1		)	—			—			(22.1		)
Net cash provided by (used for) financing activities	(306.2		)	—			—			(306.2		)
Effect of exchange rates on cash and cash equivalents	6.2			—			—			6.2
Increase (decrease) in cash and cash equivalents	203.8			—			—			203.8
Cash and cash equivalents at beginning of period	753.7			—			—			753.7
Cash and cash equivalents at end of period	$	957.5		$	—		$	—		$	957.5