10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2016

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number: 001-36786

RESTAURANT BRANDS INTERNATIONAL INC.

(Exact Name of Registrant as Specified in its Charter)

Canada	98-1202754
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
226 Wyecroft Road Oakville, Ontario	L6K 3X7
(Address of Principal Executive Offices)	(Zip Code)

(905) 845-6511

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one);

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of April 20, 2016, there were 233,151,485 common shares of the Registrant outstanding.

RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES

TABLE OF CONTENTS

		Page
	PART I – Financial Information
Item 1.	Financial Statements		3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		36
Item 4.	Controls and Procedures		36
	PART II – Other Information
Item 5.	Other Information		38
Item 6.	Exhibits		39
	Signatures		40
	Index to Exhibits		41

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PART I — Financial Information

Item1. Financial Statements

RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In millions of U.S. dollars, except share data)

(unaudited)

	As of
	March 31,			December 31,
	2016			2015
ASSETS
Current assets:
Cash and cash equivalents	$	825.9		$	757.8
Trade and notes receivable, net of allowance of $15.5 million and $14.2 million, respectively		366.4			422.0
Inventories and other current assets, net		229.8			132.2
Advertising fund restricted assets		50.9			57.5
Total current assets		1,473.0			1,369.5
Property and equipment, net of accumulated depreciation of $378.3 million and $339.3 million, respectively		2,169.6			2,150.6
Intangible assets, net		9,539.5			9,147.8
Goodwill		4,797.7			4,574.4
Net investment in property leased to franchisees		111.2			117.2
Other assets, net		865.5			1,051.6
Total assets	$	18,956.5		$	18,411.1
LIABILITIES, REDEEMABLE PREFERRED SHARES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts and drafts payable	$	361.3		$	361.5
Other accrued liabilities		479.6			441.3
Gift card liability		132.5			168.5
Advertising fund liabilities		78.7			93.6
Current portion of long term debt and capital leases		57.6			56.1
Total current liabilities		1,109.7			1,121.0
Term debt, net of current portion		8,465.6			8,462.3
Capital leases, net of current portion		213.6			203.4
Other liabilities, net		918.5			795.9
Deferred income taxes, net		1,613.4			1,618.8
Total liabilities		12,320.8			12,201.4
Redeemable preferred shares; $43.775848 par value; 68,530,939 shares authorized, issued and outstanding at March 31, 2016 and December 31, 2015		3,297.0			3,297.0
Shareholders’ Equity:
Common shares, no par value; unlimited shares authorized at March 31, 2016 and December 31, 2015; 233,004,921 shares issued and outstanding at March 31, 2016; 225,707,588 shares issued and outstanding at December 31, 2015;		1,907.8			1,824.5
Retained earnings		263.3			245.8
Accumulated other comprehensive income (loss)		(568.7	)		(733.7	)
Total Restaurant Brands International Inc. shareholders’ equity		1,602.4			1,336.6
Noncontrolling interests		1,736.3			1,576.1
Total shareholders’ equity		3,338.7			2,912.7
Total liabilities, redeemable preferred shares and shareholders’ equity	$	18,956.5		$	18,411.1

See accompanying notes to condensed consolidated financial statements.

3

RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(In millions of U.S. dollars, except per share data)

(unaudited)

	Three Months Ended March 31,
	2016			2015
Revenues:
Sales	$	490.5		$	499.5
Franchise and property revenues		428.0			433.8
Total revenues		918.5			933.3
Cost of sales		388.2			433.2
Franchise and property expenses		104.2			129.1
Selling, general and administrative expenses		73.2			111.0
(Income) loss from equity method investments		(18.5	)		(1.7	)
Other operating expenses (income), net		40.8			37.6
Total operating costs and expenses		587.9			709.2
Income from operations		330.6			224.1
Interest expense, net		115.1			123.1
(Gain) loss on early extinguishment of debt		—			(0.3	)
Income before income taxes		215.5			101.3
Income tax expense		47.2			50.7
Net income		168.3			50.6
Net income (loss) attributable to noncontrolling interests (Note 12)		50.8			(9.8	)
Preferred share dividends		67.5			68.7
Net income (loss) attributable to common shareholders	$	50.0		$	(8.3	)
Earnings (loss) per common share:
Basic	$	0.22		$	(0.04	)
Diluted	$	0.21		$	(0.04	)
Weighted average shares outstanding
Basic		230.0			202.2
Diluted		468.4			467.2
Cash dividends declared per common share	$	0.14		$	0.09

See accompanying notes to condensed consolidated financial statements.

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RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income (Loss)

(In millions of U.S. dollars)

(unaudited)

	Three Months Ended March 31,
	2016			2015
Net income	$	168.3		$	50.6
Foreign currency translation adjustment		649.4			(1,091.8	)
Net change in fair value of net investment hedges, net of tax of $35.5 and $(68.1)		(238.6	)		386.2
Net change in fair value of cash flow hedges, net of tax of $15.7 and $19.4		(44.4	)		(53.9	)
Amounts reclassified to earnings of cash flow hedges, net of tax of $0 and $(0.6)		(0.1	)		1.5
Pension and post-retirement benefit plans, net of tax of $0 and $0.1		—			(0.1	)
Amortization of prior service (credits) costs, net of tax of $0.3 and $0.3		(0.4	)		(0.4	)
Amortization of actuarial (gains) losses, net of tax of $(0.1) and $(0.3)		0.1			0.4
Other comprehensive income (loss)		366.0			(758.1	)
Comprehensive income (loss)		534.3			(707.5	)
Comprehensive income (loss) attributable to noncontrolling interests		233.8			(439.6	)
Comprehensive income attributable to preferred shareholders		67.5			68.7
Comprehensive income (loss) attributable to common shareholders	$	233.0		$	(336.6	)

See accompanying notes to condensed consolidated financial statements.

RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Shareholders’ Equity

(In millions of U.S. dollars, except per share data)

(unaudited)

	Issued Common Shares				Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interest			Total
	Shares		Amount
Balances at December 31, 2015		225.7	$	1,824.5	$	245.8		$	(733.7	)	$	1,576.1		$	2,912.7
Stock option exercises		0.7		6.5		—			—			—			6.5
Share-based compensation		—		6.6		—			—			—			6.6
Issuance of shares		0.2		7.6		—			—			—			7.6
Dividend declared on common shares ($0.14 per share)		—		—		(32.5	)		—			—			(32.5	)
Distributions declared by Partnership on partnership exchangeable units ($0.14 per unit) (Note 12)		—		—		—			—			(31.9	)		(31.9	)
Preferred share dividends		—		—		(67.5	)		—			—			(67.5	)
Exchange of Partnership exchangeable units for RBI common shares		6.4		62.6		—			(18.0	)		(44.6	)		—
Restaurant VIE contributions		—		—		—			—			2.9			2.9
Net income		—		—		117.5			—			50.8			168.3
Other comprehensive income (loss)		—		—		—			183.0			183.0			366.0
Balances at March 31, 2016		233.0	$	1,907.8	$	263.3		$	(568.7	)	$	1,736.3		$	3,338.7

See accompanying notes to condensed consolidated financial statements.

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RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(In millions of U.S. dollars)

(unaudited)

	Three Months Ended March 31,
	2016			2015
Cash flows from operating activities:
Net income	$	168.3		$	50.6
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		42.1			48.8
(Gain) loss on early extinguishment of debt		—			(0.3	)
Amortization of deferred financing costs and debt issuance discount		9.7			7.0
(Income) loss from equity method investments		(18.5	)		(1.7	)
Loss (gain) on remeasurement of foreign denominated transactions		28.0			18.1
Amortization of defined benefit pension and postretirement items		(0.6	)		—
Net losses (gains) on derivatives		3.5			15.0
Net losses (gains) on refranchisings and dispositions of assets		9.4			1.2
Bad debt expense (recoveries), net		(0.3	)		2.2
Share-based compensation expense		6.4			15.5
Acquisition accounting impact on cost of sales		—			1.8
Deferred income taxes		—			(30.6	)
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Reclassification of restricted cash to cash and cash equivalents		—			79.2
Trade and notes receivable		33.8			53.0
Inventories and other current assets		(79.0	)		(3.0	)
Accounts and drafts payable		(6.0	)		24.4
Accrued advertising		(15.7	)		(0.2	)
Other accrued liabilities		3.6			10.1
Other long-term assets and liabilities		(1.4	)		(29.4	)
Net cash provided by operating activities		183.3			261.7
Cash flows from investing activities:
Payments for property and equipment		(5.6	)		(29.4	)
Proceeds from refranchisings, disposition of assets and restaurant closures		7.2			4.5
Return of investment on direct financing leases		4.1			4.0
Settlement of derivatives, net		(1.1	)		52.1
Other investing activities, net		2.2			1.5
Net cash provided by (used for) investing activities		6.8			32.7
Cash flows from financing activities:
Repayments of term debt, Tim Hortons Notes and capital leases		(17.2	)		(1,020.6	)
Dividends paid on common shares and preferred shares		(128.3	)		—
Proceeds from stock option exercises		6.5			0.4
Proceeds from issuance of shares		—			2.1
Other financing activities		3.1			1.4
Net cash provided by (used for) financing activities		(135.9	)		(1,016.7	)
Effect of exchange rates on cash and cash equivalents		13.9			(59.0	)
Increase (decrease) in cash and cash equivalents		68.1			(781.3	)
Cash and cash equivalents at beginning of period		757.8			1,803.2
Cash and cash equivalents at end of period	$	825.9		$	1,021.9
Supplemental cashflow disclosures:
Interest paid	$	82.4		$	88.5
Income taxes paid	$	47.6		$	42.9
Non-cash investing and financing activities:
Acquisition of property with capital lease obligations	$	5.4		$	4.5

See accompanying notes to condensed consolidated financial statements.

6

RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1. Description of Business and Organization

Description of Business

Restaurant Brands International Inc. (the “Company,” “RBI,” “we,” “us” or “our”) was originally formed on August 25, 2014 and continued under the laws of Canada. Pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended, the Company is a successor issuer to Burger King Worldwide, Inc. The Company serves as the sole general partner of Restaurant Brands International Limited Partnership (the “Partnership”), the indirect parent of The TDL Group Corp. (f/k/a Tim Hortons ULC and Tim Hortons Inc.), a limited company existing under the laws of British Columbia that franchises and operates quick service restaurants serving premium coffee and other beverage and food products under the Tim Hortons^® brand (“Tim Hortons” or “TH”), and Burger King Worldwide, Inc., a Delaware corporation that franchises and operates fast food hamburger restaurants principally under the Burger King^® brand (“Burger King Worldwide”, “Burger King” or “BK”). On December 12, 2014, a series of transactions (the “Transactions”) were completed resulting in Burger King Worldwide and Tim Hortons becoming indirect subsidiaries of the Company and Partnership. We are one of the world’s largest quick service restaurant, or QSR, chains as measured by total number of restaurants. As of March 31, 2016, we franchised or owned a total of 19,446 restaurants in approximately 100 countries and U.S. territories worldwide. Approximately 100% of current Tim Hortons and Burger King system-wide restaurants are franchised.

The following table outlines our restaurant count and activity, by brand and consolidated, for the periods indicated.

	Tim Hortons			Burger King			System Wide
Total restaurants – December 31, 2015		4,413			15,003			19,416
Openings		32			158			190
Closures		(7	)		(153	)		(160	)
Total restaurants – March 31, 2016		4,438			15,008			19,446

All references to “$” or “dollars” are to the currency of the United States unless otherwise indicated. All references to “Canadian dollars” or “C$” are to the currency of Canada unless otherwise indicated.

Note 2. Basis of Presentation and Consolidation

We have prepared the accompanying unaudited condensed consolidated financial statements (“Financial Statements”) in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements. Therefore, the Financial Statements should be read in conjunction with the audited consolidated financial statements contained in our Annual Report on Form 10-K filed with the SEC and Canadian securities regulatory authorities on February 26, 2016.

The Financial Statements include our accounts and the accounts of our wholly-owned subsidiaries. We consolidate entities in which we have a controlling financial interest, the usual condition of which is ownership of a majority voting interest. All material intercompany balances and transactions have been eliminated in consolidation. Investments in other affiliates that are owned 50% or less where we have significant influence are accounted for by the equity method.

7

We are the sole general partner of Partnership and, as such, we have the exclusive right, power and authority to manage, control, administer and operate the business and affairs and to make decisions regarding the undertaking and business of Partnership, subject to the terms of the partnership agreement of Partnership (the “partnership agreement”) and applicable laws. As a result, we consolidate the results of Partnership and record a noncontrolling interest in our consolidated balance sheets and statements of operations with respect to the remaining economic interest in Partnership we do not hold.

We also consider for consolidation entities in which we have certain interests, where the controlling financial interest may be achieved through arrangements that do not involve voting interests. Such an entity, known as a variable interest entity (“VIE”), is required to be consolidated by its primary beneficiary. The primary beneficiary is the entity that possesses the power to direct the activities of the VIE that most significantly impact its economic performance and has the obligation to absorb losses or the right to receive benefits from the VIE that are significant to it. Our most significant variable interests are in entities that operate restaurants under our subsidiaries’ franchise arrangements and certain equity method investees that operate as master franchisees. Our maximum exposure to loss resulting from involvement with potential VIEs is attributable to trade and notes receivable balances, outstanding loan guarantees and future lease payments, where applicable.

We do not have any ownership interests in our franchisees’ businesses, except for investments in various entities that are accounted for under the equity method. Tim Hortons has historically entered into certain arrangements in which an operator acquires the right to operate a restaurant, but Tim Hortons owns the restaurant’s assets. In these arrangements, Tim Hortons has the ability to determine which operators manage the restaurants and for what duration. Tim Hortons previously also entered into interest-free financing in connection with a Franchise Incentive Program (“FIP”) with certain U.S. restaurant owners whereby restaurant owners finance the initial franchise fee and purchase of restaurant assets. In both operator and FIP arrangements (“FIP Notes”), we perform an analysis to determine if the legal entity in which operations are conducted is a VIE and consolidate a VIE entity if we also determine Tim Hortons is the entity’s primary beneficiary (“Restaurant VIEs”). Additionally, Tim Hortons participates in advertising funds which, on behalf of Tim Hortons Company and franchise restaurants, collect contributions and administer funds for advertising and promotional programs. Tim Hortons is the sole shareholder (Canada) and sole member (U.S.) in these funds, and is the primary beneficiary of these funds (the “Advertising VIEs”). As Burger King franchise and master franchise arrangements provide the franchise and master franchise entities the power to direct the activities that most significantly impact their economic performance, we do not consider ourselves the primary beneficiary of any such entity that might be a VIE.

In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation have been included in the Financial Statements. The results for interim periods do not necessarily indicate the results that may be expected for any other interim period or for the full year.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in our Financial Statements and notes (“Notes”) to the Financial Statements. Management adjusts such estimates and assumptions when facts and circumstances dictate. Such estimates and assumptions may be affected by volatile credit, equity, foreign currency, energy markets and declines in consumer spending. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates.

Certain prior year amounts in the accompanying Financial Statements and Notes to the Financial Statements have been reclassified in order to be comparable with the current year classifications. These reclassifications had no effect on previously reported net income.

8

Note 3. New Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued an accounting standards update that amended accounting guidance on revenue recognition. Under this guidance, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity should disclose sufficient information to enable users of financial statements to understand the nature, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB issued an accounting standards update which deferred the effective date for adoption of the new revenue standard by one year. In March 2016, the FASB issued an accounting standards update that clarifies the implementation guidance on principal versus agent considerations on revenue recognition. In April 2016, the FASB issued an accounting standards update that clarifies the implementation guidance on performance obligations and licensing on revenue recognition. This standard will be effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption of the accounting standard is allowed as of the original effective date, which is for fiscal years, and interim periods within those years, beginning after December 15, 2016. The accounting standards update permits the use of either the retrospective or cumulative effect transition method. We are evaluating the impact of this accounting standards update on our consolidated financial statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the accounting standards update on our ongoing financial reporting.

In February 2016, the FASB issued an accounting standards update which sets out the principles for the recognition, measurement, presentation and disclosure of leases applicable to both lessors and lessees. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the impact that the adoption of this accounting standards update will have on our financial statements, but we expect this new guidance will have a material impact on our consolidated financial statements since the Company has a significant number of operating and capital lease arrangements for which it is the lessee and others for which it is the lessor.

In March 2016, the FASB issued an accounting standards update that clarifies that a change in the counterparty to a derivative instrument that has been designated as a hedging instrument under existing accounting guidance does not, in and of itself, require de-designation of that hedging relationship provided that all other hedge accounting criteria continue to be met. Amendments in this update are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The amendments can be applied either prospectively or retrospectively on a modified basis. We do not expect the adoption of this new guidance to have a material impact on our consolidated financial statements.

In March 2016, the FASB issued an accounting standards update which eliminates the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. Therefore, upon qualifying for the equity method of accounting, no retroactive adjustment of the investment is required. Amendments in this update are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The amendments should be applied prospectively upon their effective date to increases in the level of ownership interest or degree of influence that result in the adoption of the equity method. Early adoption is permitted. We do not expect the adoption of this new guidance to have a material impact on our consolidated financial statements.

9

In March 2016, the FASB issued an accounting standards update which simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, forfeitures, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Amendments in this update are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for any entity in any interim or annual period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. We expect this new guidance to have an impact on our consolidated financial statements since the Company has share-based compensation arrangements. We are currently evaluating the impact that the adoption of this accounting standards update will have on our financial statements.

Note 4. Earnings (Loss) Per Share

Basic earnings per common share is determined by dividing net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is determined by dividing net income (loss) attributable to common shareholders and noncontrolling interests by the weighted average number of common shares outstanding, assuming all potentially dilutive shares were issued.

Beginning on December 12, 2014, an economic interest in Partnership common equity was held by the holders of Class B exchangeable limited partnership units (“Partnership exchangeable units”). Since December 12, 2015, the one year anniversary of the effective date of the Transactions, the holders of Partnership exchangeable units each have the right to require Partnership to exchange all or any portion of such holder’s Partnership exchangeable units on a one-for-one basis for RBI common shares, subject to RBI’s right as the general partner of Partnership, at RBI’s sole discretion, to deliver a cash payment in lieu of RBI common shares. See Note 12, Shareholders’ Equity.

We apply the treasury stock method to determine the dilutive weighted average common shares represented by Partnership exchangeable units and outstanding stock options, unless the effect of their inclusion is anti-dilutive. The diluted earnings per share calculation assumes conversion of 100% of the Partnership exchangeable units under the “if converted” method. Accordingly, the numerator is also adjusted to include the earnings allocated to the holders of noncontrolling interests.

The following table summarizes the basic and diluted earnings per share calculations (in millions, except per share amounts):

	Three Months Ended March 31,
	2016		2015
Numerator - Basic:
Net income (loss) attributable to common shareholders	$	50.0	$	(8.3	)
Numerator - Diluted:
Net income (loss) attributable to common shareholders	$	50.0	$	(8.3	)
Add: Net income (loss) attributable to noncontrolling interests		49.9		(10.8	)
Dilutive net income (loss) available to common shareholders and noncontrolling interests	$	99.9	$	(19.1	)
Denominator:
Weighted average common shares - basic		230.0		202.2
Exchange of noncontrolling interests for common shares		229.8		265.0
Effect of other dilutive securities		8.6		—
Weighted average common shares - diluted		468.4		467.2
Basic earnings (loss) per share	$	0.22	$	(0.04	)
Diluted earnings (loss) per share	$	0.21	$	(0.04	)
Anti-dilutive share options outstanding		6.8		24.9

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Note 5. Inventories and Other Current Assets, net

Inventories and other current assets, net consist of the following (in millions):

	As of
	March 31, 2016		December 31, 2015
Raw materials	$	27.0	$	22.7
Finished goods		61.8		58.6
Total inventory		88.8		81.3
Refundable and prepaid income taxes		109.2		21.5
Prepaid rent		4.2		10.6
Prepaids and other current assets		27.6		18.8
Inventories and other current assets, net	$	229.8	$	132.2

Note 6. Intangible Assets, net and Goodwill

Intangible assets, net and goodwill consist of the following (in millions):

	As of
	March 31, 2016							December 31, 2015
	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net
Identifiable assets subject to amortization:
Franchise agreements	$	669.4	$	(115.5	)	$	553.9	$	653.0	$	(106.8	)	$	546.2
Favorable leases		449.0		(120.9	)		328.1		436.5		(107.5	)		329.0
Subtotal		1,118.4		(236.4	)		882.0		1,089.5		(214.3	)		875.2
Indefinite lived intangible assets:
Tim Hortons brand	$	6,531.4	$	—		$	6,531.4	$	6,175.4	$	—		$	6,175.4
Burger King brand		2,126.1		—			2,126.1		2,097.2		—			2,097.2
Subtotal		8,657.5		—			8,657.5		8,272.6		—			8,272.6
Intangible assets, net						$	9,539.5						$	9,147.8
Goodwill	$	4,797.7						$	4,574.4

We recorded amortization expense on intangible assets of $18.3 million for the three months ended March 31, 2016 and $19.5 million for the same period in the prior year. The change in the brands and goodwill balances during the three months ended March 31, 2016 was due to the impact of foreign currency translation.

Note 7. Other Assets, net

Other assets, net consist of the following (in millions):

	As of
	March 31, 2016		December 31, 2015
Derivative assets - noncurrent	$	616.6	$	830.9
Equity method investments		159.6		139.0
Other assets		89.3		81.7
Other assets, net	$	865.5	$	1,051.6

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Note 8. Equity Method Investments

The aggregate carrying amount of our equity method investments was $159.6 million as of March 31, 2016 and $139.0 million as of December 31, 2015 and is included as a component of other assets, net in our condensed consolidated balance sheets. Below are the names of the entities, country of operation and our equity interest in our significant equity method investments based on the carrying value as of March 31, 2016.

Entity	Country	Equity Interest
TIMWEN Partnership	Canada		50.00	%
Carrols Restaurant Group, Inc.	United States		21.35	%
Pangaea Foods (China) Holdings, Ltd.	China		27.50	%

With respect to our TH business, the most significant equity method investment is our 50% joint-venture interest with The Wendy’s Company (the “TIMWEN Partnership”), which jointly holds real estate underlying Canadian combination restaurants. During the three months ended March 31, 2016, TH received $2.5 million in cash distributions and recognized $4.4 million of contingent rent expense associated with this joint venture.

The aggregate market value of our equity interest in Carrols Restaurant Group, Inc., based on the quoted market price on March 31, 2016, is approximately $135.9 million. No quoted market prices are available for our remaining equity method investments.

With respect to our BK operations, most of the entities in which we have an equity interest own or franchise BK restaurants. Franchise and property revenue we recognized from franchisees that are owned or franchised by entities in which we have an equity interest consist of the following (in millions):

	Three Months Ended March 31,
	2016		2015
Revenues from affiliates:
Franchise royalties	$	27.7	$	20.4
Property revenues		6.6		7.0
Franchise fees and other revenue		3.6		1.2
Total	$	37.9	$	28.6

At March 31, 2016 and December 31, 2015, we had $16.7 million and $23.9 million, respectively, of accounts receivable from our equity method investments which were recorded in trade and notes receivable, net in our condensed consolidated balance sheets.

(Income) loss from equity method investments reflects our share of investee net income or loss. During the three months ended March 31, 2016, we recorded an $11.6 million increase to the carrying value of our investment balance and a noncash dilution gain included in (income) loss from equity method investments on the issuance of capital stock by Burger King France SAS (“France JV”), one of our equity method investees. This issuance of capital stock reduced our ownership interest in the France JV. The dilution gain reflects an adjustment to the difference between the amount of our underlying equity in the net assets of the France JV before and after the issuance of capital stock. Similarly, during the three months ended March 31, 2015, we recorded a $10.9 million increase to the carrying value of our investment balance and a noncash dilution gain included in (income) loss from equity method investments on the issuance of capital stock by BK Brasil Operacao E Assesoria A Restaurantes S.A. (“Brazil JV”), one of our equity method investees. This issuance of capital stock reduced our ownership interest in the Brazil JV. The dilution gain reflects an adjustment to the difference between the amount of our underlying equity in the net assets of the Brazil JV before and after the issuance of capital stock.

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Note 9. Other Accrued Liabilities and Other Liabilities, net

Other accrued liabilities (current) and other liabilities, net (noncurrent) consist of the following (in millions):

	As of
	March 31, 2016		December 31, 2015
Current:
Dividend payable	$	131.9	$	128.3
Interest payable		82.9		63.1
Accrued compensation and benefits		26.3		62.5
Taxes payable - current		102.6		46.9
Deferred income - current		29.4		33.5
Closed property reserve		13.4		14.0
Restructuring and other provisions		11.7		13.5
Derivatives liabilities - current		6.3		—
Other		75.1		79.5
Other accrued liabilities	$	479.6	$	441.3
Noncurrent:
Unfavorable leases	$	318.9	$	322.0
Taxes payable - noncurrent		250.3		236.7
Accrued pension		80.0		80.2
Derivatives liabilities - noncurrent		157.0		47.3
Lease liability - noncurrent		28.9		29.5
Deferred income - noncurrent		26.3		23.7
Other		57.1		56.5
Other liabilities, net	$	918.5	$	795.9

Note 10. Long-Term Debt

Long-term debt consists of the following (in millions):

		As of
	Maturity dates	March 31, 2016			December 31, 2015
Term Loan Facility	December 12, 2021	$	5,084.8		$	5,097.7
2015 Senior Notes	January 15, 2022		1,250.0			1,250.0
2014 Senior Notes	April 1, 2022		2,250.0			2,250.0
Tim Hortons Notes	various		42.0			39.4
Other	N/A		93.2			88.5
Less: unamortized discount and deferred financing costs			(215.1	)		(224.3	)
Total debt, net			8,504.9			8,501.3
Less: current maturities of debt			(39.3	)		(39.0	)
Total long-term debt		$	8,465.6		$	8,462.3

As of March 31, 2016 and December 31, 2015, unamortized discount included $41.3 million and $43.2 million, respectively, related to our secured term loans (the “Term Loan Facility”) under our credit agreement dated May 22, 2015 (the “2015 Amended Credit Agreement”).

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As of March 31, 2016, deferred financing costs included $125.7 million related to the Term Loan Facility, $8.6 million related to our first lien senior secured notes (the “2015 Senior Notes”) and $39.5 million related to our second lien senior secured notes (the “2014 Senior Notes”). As of December 31, 2015, deferred financing costs included $131.3 million related to the Term Loan Facility, $9.0 million related to the 2015 Senior Notes and $40.8 million related to the 2014 Senior Notes. Deferred financing costs are amortized over the term of the debt into interest expense using the effective interest method. The amortization of deferred financing costs included in interest expense, net was $7.8 million for the three months ended March 31, 2016 and $4.8 million for the three months ended March 31, 2015.

Revolving Credit Facility

As of March 31, 2016, we had no amounts outstanding under the revolving credit facility available under the 2015 Amended Credit Agreement (the “Revolving Credit Facility”). Funds available under the Revolving Credit Facility may be used to repay other debt, finance debt or share repurchases, to fund acquisitions or capital expenditures and for other general corporate purposes. We have a $125.0 million letter of credit sublimit as part of the Revolving Credit Facility, which reduces our borrowing availability under this facility by the cumulative amount of outstanding letters of credit. As of March 31, 2016, we had $4.2 million of letters of credit issued against the Revolving Credit Facility and our borrowing availability was $495.8 million.

Interest Expense, net

Interest expense, net consists of the following (in millions):

	Three Months Ended March 31,
	2016			2015
Term Loan Facility	$	51.8		$	75.8
2015 Senior Notes		14.5			—
2014 Senior Notes		33.7			33.8
Tim Hortons Notes		0.4			1.9
Amortization of deferred financing costs and debt issuance discount		9.7			7.0
Capital lease obligations		4.8			5.1
Other		0.8			0.9
Interest income		(0.6	)		(1.4	)
Interest expense, net	$	115.1		$	123.1

Note 11. Income Taxes

Our effective tax rate was 21.9% for the three months ended March 31, 2016. The effective tax rate during this period was primarily a result of the mix of income from multiple tax jurisdictions, partially offset by the favorable impact from intercompany financing.

Our effective tax rate was 50.0% for the three months ended March 31, 2015. The effective tax rate during this period was primarily due to the revaluation of certain monetary assets and liabilities as a result of changes in foreign currency exchange rates which had an unfavorable impact of approximately 19%. To a lesser extent the rate for the quarter was unfavorably impacted by certain non-deductible transactions costs. The remainder of the effective rate is primarily based on the mix of income from multiple tax jurisdictions.

Note 12. Shareholders’ Equity

Noncontrolling Interests

Noncontrolling interests represent equity interests in consolidated subsidiaries that are not attributable to us. The holders of Partnership exchangeable units held an economic interest of approximately 50.0% and 50.9% in Partnership common equity through the ownership of 227,365,646 and 233,739,648 Partnership exchangeable units as of March 31, 2016 and December 31, 2015, respectively.

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Pursuant to the terms of the partnership agreement, each holder of a Partnership exchangeable unit is entitled to distributions from Partnership in an amount equal to any dividends or distributions that we declare and pay with respect to our common shares. Distributions declared by Partnership on Partnership exchangeable units were $31.9 million during the three months ended March 31, 2016. Additionally, each holder of a Partnership exchangeable unit is entitled to vote in respect of matters on which holders of our common shares are entitled to vote through one special voting share of the Company. Since December 12, 2015, the one year anniversary of the effective date of the Transactions, each holder of a Partnership exchangeable unit may require Partnership to exchange all or any portion of such holder’s Partnership exchangeable units for our common shares at a ratio of one common share for each Partnership exchangeable unit, subject to our right as the general partner of Partnership, in our sole discretion, to deliver a cash payment in lieu of our common shares. If we elect to make a cash payment in lieu of issuing common shares, the amount of the payment will be the weighted average trading price of the common shares on the New York Stock Exchange for the 20 consecutive trading days ending on the last business day prior to the exchange date.

During the three months ended March 31, 2016, Partnership received exchange notices representing 6,374,002 Partnership exchangeable units. Pursuant to the terms of the partnership agreement, Partnership satisfied the exchange notices by exchanging these Partnership exchangeable units for the same number of newly issued Company common shares. The exchanges represented increases in our ownership interest in Partnership and were accounted for as equity transactions, with no gain or loss recorded in the condensed consolidated statement of operations. Pursuant to the terms of the partnership agreement, upon the exchange of Partnership exchangeable units, each such Partnership exchangeable unit is automatically deemed cancelled concurrently with such exchange.

Partnership issued preferred units to us in connection with the Transactions and our issuance of Class A 9.0% cumulative compounding perpetual voting preferred shares of the Company (the “Preferred Shares”). Under the terms of the partnership agreement, Partnership will make a preferred unit distribution to us in amounts equal to (i) dividends we pay on the Preferred Shares and (ii) in the event we redeem the Preferred Shares, the redemption amount of the Preferred Shares. Although the Partnership preferred units and related distributions eliminate in consolidation, they affect the amount of net income (loss) attributable to noncontrolling interests that we report. Net income (loss) attributable to noncontrolling interests represents the noncontrolling interests’ portion of (a) Partnership net income (loss) for the period less (b) preferred unit dividends accrued by Partnership.

The noncontrolling interest recognized in connection with the Restaurant VIEs of Tim Hortons was $4.5 million and $0.7 million at March 31, 2016 and December 31, 2015, respectively.

We adjust net income (loss) in our condensed consolidated statements of operations to exclude the noncontrolling interests’ proportionate share of results of operations. Also, we present the proportionate share of equity attributable to the noncontrolling interests as a separate component of shareholders’ equity within our condensed consolidated balance sheets.

Accumulated Other Comprehensive Income (Loss)

The following table displays the change in the components of accumulated other comprehensive income (loss) (“AOCI”) (in millions):

	Derivatives			Pensions			Foreign Currency Translation			AOCI
Balances at December 31, 2015	$	318.0		$	(12.3	)	$	(1,039.4	)	$	(733.7	)
Foreign currency translation adjustment		—			—			649.4			649.4
Net change in fair value of derivatives, net of tax		(283.0	)		—			—			(283.0	)
Amounts reclassified to earnings of cash flow hedges, net of tax		(0.1	)		—			—			(0.1	)
Amortization of prior service (credits) costs, net of tax		—			(0.4	)		—			(0.4	)
Amortization of actuarial (gains) losses, net of tax		—			0.1			—			0.1
Other comprehensive income attributable to noncontrolling interests		148.8			(0.2	)		(349.6	)		(201.0	)
Balances at March 31, 2016	$	183.7		$	(12.8	)	$	(739.6	)	$	(568.7	)

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The following table displays the reclassifications out of AOCI (in millions):

		Amounts Reclassified from AOCI
	Affected Line Item in the	Three Months Ended March 31,
Details about AOCI Components	Statements of Operations	2016			2015
Gains (losses) on cash flow hedges:
Interest rate derivative contracts	Interest expense, net	$	(3.5	)	$	—
Interest rate derivative contracts	Other operating expenses (income), net		—			(4.9	)
Forward-currency contracts	Cost of sales		3.6			2.8
	Total before tax		0.1			(2.1	)
	Income tax (expense) benefit		—			0.6
	Net of tax	$	0.1		$	(1.5	)
Defined benefit pension:
Amortization of prior service credits (costs)	SG&A (a)		0.7			0.7
Amortization of actuarial gains (losses)	SG&A (a)		(0.1	)		(0.7	)
	Total before tax		0.6			—
	Income tax (expense) benefit		(0.3	)		—
	Net of tax	$	0.3		$	—
Total reclassifications	Net of tax	$	0.4		$	(1.5	)

(a) Refers to selling, general and administrative expenses in the condensed consolidated statements of operations.

Note 13. Fair Value Measurements

The following table presents our assets and liabilities measured at fair value on a recurring basis and the levels of inputs used to measure fair value, which include derivatives designated as cash flow hedging instruments and derivatives designated as net investment hedges as well as their location on our condensed consolidated balance sheets as of March 31, 2016 and December 31, 2015 (in millions):

		Fair Value Measurements				Fair Value Measurements
		at March 31, 2016				at December 31, 2015
	Balance Sheet Location	(Level 2)		Total		(Level 2)		Total
Assets:
Derivatives designated as cash flow hedges
Foreign currency	Trade and notes receivable, net	$	—	$	—	$	6.6	$	6.6
Derivatives designated as net investment hedges
Foreign currency	Other assets, net		616.6		616.6		830.9		830.9
Total assets at fair value		$	616.6	$	616.6	$	837.5	$	837.5
Liabilities:
Derivatives designated as cash flow hedges
Interest rate	Other liabilities, net	$	91.6	$	91.6	$	40.9	$	40.9
Foreign currency	Other accrued liabilities		6.3		6.3		—		—
Derivatives designated as net investment hedges
Foreign currency	Other liabilities, net		65.4		65.4		6.3		6.3
Total liabilities at fair value		$	163.3	$	163.3	$	47.2	$	47.2

Our derivatives are valued using a discounted cash flow analysis that incorporates observable market parameters, such as interest rate yield curves and currency rates, classified as Level 2 within the valuation hierarchy. Derivative valuations incorporate credit risk adjustments that are necessary to reflect the probability of default by us or the counterparty.

At March 31, 2016 and December 31, 2015, the fair value of our variable rate term debt and bonds was estimated at $8.7 billion, compared to a principal carrying amount of $8.6 billion. The fair value of our variable rate term debt and bonds was estimated using inputs based on bid and offer prices and are Level 2 inputs within the fair value hierarchy.

Certain nonfinancial assets and liabilities are measured at fair value on a nonrecurring basis. These assets and liabilities are not measured at fair value on an ongoing basis but are subject to periodic impairment tests. These items primarily include long-lived assets, goodwill, the Tim Hortons brand, the Burger King brand and other intangible assets.

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Note 14. Derivative Instruments

Disclosures about Derivative Instruments and Hedging Activities

We enter into derivative instruments for risk management purposes, including derivatives designated as cash flow hedges, derivatives designated as net investment hedges and those utilized as economic hedges. We use derivatives to manage exposure to fluctuations in interest rates and currency exchange rates. See Note 13 for fair value measurements of our derivative instruments.

Interest Rate Swaps – Outstanding as of March 31, 2016

During May 2015, we entered into a series of receive-variable, pay-fixed interest rate swaps to hedge the variability in the interest payments on $2,500.0 million of our Term Loan Facility beginning May 28, 2015, through the expiration of the final swap on March 31, 2021. The notional value of the swaps is $2,500.0 million. There are six sequential interest rate swaps to achieve the hedged position. Each year on March 31, the existing interest rate swap is scheduled to expire and be immediately replaced with a new interest rate swap until the expiration of the final swap on March 31, 2021. At inception, these interest rate swaps were designated as a cash flow hedge for hedge accounting, and as such, the effective portion of unrealized changes in market value are recorded in AOCI and reclassified into earnings during the period in which the hedged forecasted transaction affects earnings. Gains and losses from hedge ineffectiveness are recognized in current earnings.

Interest Rate Swaps – Settled During 2015

The following derivative instruments were settled during May 2015. During November 2014, we entered into a series of receive-variable, pay-fixed interest rate swaps to hedge the variability in the interest payments associated with our Term Loan Facility beginning April 1, 2015, through the expiration of the final swap on March 31, 2021. The initial notional value of the swaps was $6,733.1 million, which initially aligned with the outstanding principal balance of the Term Loan Facility as of April 1, 2015, and was to be reduced quarterly in accordance with the principal repayments of the Term Loan Facility. There were six sequential interest rate swaps to achieve the hedged position. Each year on March 31, the existing interest rate swap was scheduled to expire and be immediately replaced with a new interest rate swap until the expiration of the arrangement on March 31, 2021. At inception, these interest rate swaps were designated as a cash flow hedge for hedge accounting, and as such, the effective portion of unrealized changes in market value were recorded in AOCI and reclassified into earnings during the period in which the hedged forecasted transaction affects earnings. Gains and losses from hedge ineffectiveness were recognized in earnings. During the first quarter of 2015, we temporarily discontinued hedge accounting on the entire balance of these interest rate swaps as a result of a $42.7 million mandatory prepayment of our Term Loan Facility as well as changes to forecasted cash flows, and settled $42.7 million of these instruments equal to the amount of the mandatory prepayment of our Term Loan Facility. During this same period, of the remaining $6,690.4 million of notional outstanding, we re-designated $5,690.4 million of notional amount as a cash flow hedge for hedge accounting and $1,000.0 million of notional amount was not designated for hedge accounting and as such changes in fair value on this portion of the interest rate swaps were recognized in earnings. During April 2015, in order to offset the cash flows associated with our $1,000.0 million notional value receive-variable, pay-fixed interest rate swap that was not designated for hedge accounting, we entered into a pay-variable, receive-fixed mirror interest rate swap with a notional value of $1,000.0 million and a maturity date of March 31, 2021.

The following derivative instruments were also settled during May 2015. During October 2014, we entered into a series of receive-variable, pay-fixed interest rate swaps with a combined initial notional value of $6,750.0 million that was amortized each quarter at the same rate of the Term Loan Facility. To offset the cash flows associated with these interest rate swaps, in November 2014 we entered into a series of receive-fixed, pay-variable mirror interest rate swaps with a combined initial notional value of $6,750.0 million that was amortized each quarter at the same rate of the Term Loan Facility. For all of these derivative instruments, each year on March 31, the existing interest rate swap was scheduled to expire and be immediately replaced with a new interest rate swap until the expiration of the arrangement on March 31, 2021. These interest rate swaps were not designated for hedge accounting and as such changes in fair value were recognized in earnings.

In connection with the interest rate swaps settled during May 2015, we paid $36.2 million. The net unrealized loss remaining in AOCI totaled $84.6 million at the date of settlement and is being reclassified into interest expense, net as the original hedged forecasted transaction affects earnings. The amount of pre-tax losses in AOCI as of March 31, 2016 that we expect to be reclassified into interest expense within the next 12 months is $12.6 million.

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Cross-Currency Rate Swaps

To protect the value of our investments in our foreign operations against adverse changes in foreign currency exchange rates, we may, from time to time, hedge a portion of our net investment in one or more of our foreign subsidiaries by using cross-currency rate swaps. We have designated cross-currency rate swap contracts between the Canadian dollar and U.S. dollar and the Euro and U.S. dollar as net investment hedges of a portion of our equity in foreign operations in those currencies. The component of the gains and losses on our net investment in these designated foreign operations driven by changes in foreign exchange rates are economically offset by movements in the fair value of our cross currency swap contracts. The fair value of the swaps is calculated each period with changes in fair value reported in AOCI net of tax. Such amounts will remain in AOCI until the complete or substantially complete liquidation of our investment in the underlying foreign operations.

At March 31, 2016, we had outstanding cross-currency rate swaps in which we pay quarterly between 4.802% and 7.002% on a tiered payment structure per annum on the Canadian dollar notional amount of C$5,641.7 million and receive quarterly between 3.948% and 6.525% on a tiered payment structure per annum on the U.S. dollar notional amount of $5,000.0 million through the maturity date of March 31, 2021. At inception, these derivative instruments were not designated for hedge accounting and, as such, changes in fair value were initially recognized in earnings. Beginning with the closing of the Transactions on December 12, 2014, we designated these cross-currency rate swaps as hedges and began accounting for these derivative instruments as net investment hedges.

At March 31, 2016, we also had outstanding a cross-currency rate swap in which we pay quarterly fixed-rate interest payments on the Euro notional amount of €1,107.8 million and receive quarterly fixed-rate interest payments on the U.S. dollar notional amount of $1,200.0 million through the maturity date of March 31, 2021. At inception, this cross-currency rate swap was designated as a hedge and is accounted for as a net investment hedge.

During the three months ended March 31, 2015, we terminated our cross-currency rate swaps entered into prior to the Transactions with an aggregate notional value of $315.0 million. In connection with this termination, we received $52.1 million, which is reflected as a source of cash provided by investing activities in the condensed consolidated statement of cash flows for the three months ended March 31, 2015. The net unrealized gains totaled $31.8 million as of the termination date. Such amounts will remain in AOCI until the complete or substantially complete liquidation of our investment in the underlying foreign operations. At inception, these cross-currency rate swaps were designated as a hedge and were accounted for as net investment hedges. A total notional value of $115.0 million of these swaps were contracts to exchange quarterly fixed-rate interest payments we make in Euros for quarterly fixed-rate interest payments we receive in U.S. dollars and had an original maturity of October 19, 2016. A total notional value of $200.0 million of these swaps were contracts to exchange quarterly floating-rate interest payments we make in Euros based on EURIBOR for quarterly floating-rate interest payments we receive in U.S. dollars based on LIBOR and had an original maturity of September 28, 2017. These cross-currency rate swaps also required the exchange of Euros and U.S. dollar principal payments upon maturity.

Foreign Currency Exchange Contracts

We use foreign exchange derivative instruments to manage the impact of foreign exchange fluctuations on U.S. dollar purchases and payments, such as coffee made by our Canadian Tim Hortons operations. At March 31, 2016, we had outstanding forward currency contracts to manage this risk in which we sell Canadian dollars and buy U.S. dollars with a notional value of $174.6 million with maturities to June 2017. We have designated these instruments as cash flow hedges, and as such, the effective portion of unrealized changes in market value are recorded in AOCI and are reclassified into earnings during the period in which the hedged forecasted transaction affects earnings. Gains and losses from hedge ineffectiveness are recognized in current earnings.

Credit Risk

By entering into derivative instrument contracts, we are exposed to counterparty credit risk. Counterparty credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is in an asset position, the counterparty has a liability to us, which creates credit risk for us. We attempt to minimize this risk by selecting counterparties with investment grade credit ratings and regularly monitoring our market position with each counterparty.

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Credit-Risk Related Contingent Features

Our derivative instruments do not contain any credit-risk related contingent features.

The following tables present the required quantitative disclosures for our derivative instruments (in millions):

	Gain (Loss) Recognized in Other Comprehensive Income (Loss) (effective portion)
	Three Months Ended March 31,
	2016			2015
Derivatives designated as cash flow hedges:
Forward-starting interest rate swaps	$	(51.0	)	$	(83.0	)
Forward-currency contracts	$	(9.1	)	$	9.7
Derivatives designated as net investment hedges:
Cross-currency rate swaps	$	(274.1	)	$	454.3
Classification on Condensed Consolidated Statements of Operations	Gain (Loss) Reclassified from AOCI into Earnings
	Three Months Ended March 31,
	2016			2015
Interest expense, net	$	(3.5	)	$	—
Other operating expenses (income), net	$	—		$	(4.9	)
Cost of sales	$	3.6		$	2.8
	Gain (Loss) Recognized in Other Operating Expenses (Income), net
	Three Months Ended March 31,
	2016			2015
Derivatives not designated as hedging instruments:
Interest rate swaps	$	—		$	(8.5	)
Forward-currency contracts	$	—		$	2.1
Ineffectiveness of cash flow hedges:
Interest rate swaps	$	—		$	(1.6	)

Note 15. Franchise and Property Revenues

Franchise and property revenues consist of the following (in millions):

	Three Months Ended
	March 31,
	2016		2015
Franchise royalties	$	227.8	$	215.8
Property revenues		171.3		178.5
Franchise fees and other revenue		28.9		39.5
Franchise and property revenues	$	428.0	$	433.8

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Note 16. Other Operating Expenses (Income), net

Other operating expenses (income), net consist of the following (in millions):

	Three Months Ended
	March 31,
	2016		2015
Net losses (gains) on disposal of assets, restaurant closures and refranchisings	$	15.3	$	0.5
Litigation settlements and reserves, net		0.7		1.6
Net losses (gains) on derivatives		—		12.9
Net losses (gains) on foreign exchange		24.1		22.5
Other, net		0.7		0.1
Other operating expenses (income), net	$	40.8	$	37.6

Net losses (gains) on disposal of assets, restaurant closures and refranchisings for the three months ended March 31, 2016 primarily reflects losses in connection with sales of Company restaurants, or “refranchisings” in our TH business.

Net losses (gains) on derivatives for the three months ended March 31, 2015 is primarily due to changes in fair value related to interest rate swaps not designated for hedge accounting. These interest rate swaps were settled during May 2015.

Net losses (gains) on foreign exchange is primarily related to revaluation of foreign denominated assets and liabilities.

Note 17. Variable Interest Entities

VIEs for Which We Are the Primary Beneficiary

At March 31, 2016, December 31, 2015 and March 31, 2015, we consolidated 119, 141 and 258 Restaurant VIEs, respectively, where TH is the restaurants’ primary beneficiary and Advertising VIEs. During the three months ended March 31, 2016, sales and operating costs and expenses associated with Restaurant VIEs were $32.5 million and $31.4 million, respectively, prior to consolidation adjustments. During the three months ended March 31, 2015, sales and operating costs and expenses associated with Restaurant VIEs were $61.6 million and $60.4 million, respectively, prior to consolidation adjustments.

The liabilities recognized as a result of consolidating these VIEs do not necessarily represent additional claims on our general assets; rather, they represent claims against the specific assets of the consolidated VIEs. Conversely, assets recognized as a result of consolidating these VIEs do not represent additional assets that could be used to satisfy claims by our creditors as they are not legally included within our general assets.

VIEs for Which We Are Not the Primary Beneficiary

We have investments in certain TH real estate ventures and certain BK master franchisees, which were determined to be VIEs of which we are not the primary beneficiary. We do not consolidate these entities as control is considered to be shared by both TH and the other joint owners in the case of the TH real estate ventures, or control rests with other parties in the case of BK master franchisee VIEs.

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Note 18. Segment Reporting

Under the Tim Hortons brand, we operate in the donut/coffee/tea category of the quick service segment of the restaurant industry. Under the Burger King brand, we operate in the fast food hamburger restaurant category of the quick service segment of the restaurant industry. We generate revenue from four sources: (i) sales exclusive to Tim Hortons franchisees related to our supply chain operations, including manufacturing, procurement, warehousing and distribution, as well as sales to retailers; (ii) property revenues from properties we lease or sublease to franchisees; (iii) franchise revenues, consisting primarily of royalties based on a percentage of sales reported by franchise restaurants and franchise fees paid by franchisees; and (iv) sales at Company restaurants.

We have two operating segments: (1) TH, which includes all operations of our Tim Hortons brand, and (2) BK, which includes all operations of our Burger King brand. We also determined that our two operating segments represent our reportable segments.

Revenues by operating segment consist of the following (in millions):

	Three Months Ended
	March 31,
	2016		2015
Revenues:
TH	$	657.8	$	683.7
BK		260.7		249.6
Total revenues	$	918.5	$	933.3

Total revenues in Canada were $581.2 million during the three months ended March 31, 2016, and $604.6 million during the three months ended March 31, 2015. Total revenues outside of Canada were $337.3 million during the three months ended March 31, 2016, and $328.7 million during the three months ended March 31, 2015. Total revenues in the United States were $229.5 million during the three months ended March 31, 2016, and $231.8 million during the three months ended March 31, 2015. Only Canada and the United States represented 10% or more of our total revenues in each period presented.

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Our measure of segment income is Adjusted EBITDA. Adjusted EBITDA represents earnings (net income or loss) before interest, (gain) loss on early extinguishment of debt, taxes, depreciation and amortization, adjusted to exclude the impact of share-based compensation and non-cash incentive compensation expense, other operating expenses (income), net, (income) loss from equity method investments, net of cash distributions received from equity method investments, and all other specifically identified items that management believes do not directly reflect our core operations. Adjusted EBITDA assists management in comparing segment performance by removing the impact of such items, including acquisition accounting impact on cost of sales, TH transaction and restructuring costs, and integration costs. A reconciliation of segment income to net income consists of the following (in millions):

	Three Months Ended
	March 31,
	2016			2015
Segment Income:
TH	$	227.8		$	184.4
BK		180.0			170.7
Adjusted EBITDA		407.8			355.1
Share-based compensation and non-cash incentive compensation expense		7.9			13.9
Acquisition accounting impact on cost of sales		—			1.8
TH transaction and restructuring costs		—			28.0
Integration costs		2.2			—
Impact of equity method investments (a)		(15.7	)		0.9
Other operating expenses (income), net		40.8			37.6
EBITDA		372.6			272.9
Depreciation and amortization		42.0			48.8
Income from operations		330.6			224.1
Interest expense, net		115.1			123.1
(Gain) loss on early extinguishment of debt		—			(0.3	)
Income tax expense		47.2			50.7
Net income	$	168.3		$	50.6

(a) Represents (i) (income) loss from equity method investments and (ii) cash distributions received from our equity method investments. Cash distributions received from our equity method investments are included in segment income.

Note 19. Subsequent Event

Dividends

On April 4, 2016, we paid a cash dividend of $0.14 per common share to common shareholders of record on March 3, 2016. On such date, Partnership also made a distribution in respect of each Partnership exchangeable unit in the amount of $0.14 per exchangeable unit to holders of record on March 3, 2016. On April 1, 2016, we paid a cash dividend of $0.98 per Preferred Share, for a total dividend of $67.5 million, to the holder of the Preferred Shares. The dividend on the Preferred Shares included the amount due for the first calendar quarter of 2016.

On April 27, 2016, our board of directors declared a cash dividend of $0.15 per common share, which will be paid on July 6, 2016, to common shareholders of record on May 16, 2016. Partnership will also make a distribution in respect of each Partnership exchangeable unit in the amount of $0.15 per exchangeable unit, and the record date and payment date for distributions on Partnership exchangeable units are the same as the record date and payment date set forth above. On April 27, 2016, our board of directors declared a cash dividend of $0.98 per Preferred Share, for a total dividend of $67.5 million which will be paid to the holder of the Preferred Shares on July 5, 2016. The dividend on the Preferred Shares includes the amount due for the second calendar quarter of 2016.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

On December 12, 2014, a series of transactions (the “Transactions”) were completed resulting in Burger King Worldwide, Inc., a Delaware corporation (“Burger King Worldwide”), and Tim Hortons Inc., a Canadian corporation (“Tim Hortons”), becoming indirect subsidiaries of Restaurant Brands International Inc., a Canadian corporation (the “Company”), and Restaurant Brands International Limited Partnership, an Ontario limited partnership (“Partnership”).

Results for 2015 have been retrospectively adjusted to reflect the final purchase price allocation for Tim Hortons.

We are the sole general partner of Partnership. As a result of our controlling interest, we consolidate the financial results of Partnership and record noncontrolling interests for the portion of Partnership we do not own in our condensed consolidated financial statements. Net income (loss) attributable to noncontrolling interests on the condensed consolidated statements of operations represent the portion of earnings or loss attributable to the economic interest in Partnership owned by the holders of the noncontrolling interests. As sole general partner, we manage all of Partnership’s operations and activities in accordance with the partnership agreement of Partnership (the “partnership agreement”).

You should read the following discussion together with our unaudited condensed consolidated financial statements and the related notes thereto included in Part I, Item 1 “Financial Statements” of this report.

The following discussion includes information regarding future financial performance and plans, targets, aspirations, expectations, and objectives of management, which constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and forward-looking information within the meaning of Canadian securities laws as described in further detail under “Special Note Regarding Forward-Looking Statements” that is set forth below. Actual results may differ materially from the results discussed in the forward-looking statements because of a number of risks and uncertainties, including the matters discussed in the “Special Note Regarding Forward-Looking Statements” below. In addition, please refer to the risks set forth under the caption “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2015 filed with the Securities and Exchange Commission (“SEC”) and Canadian securities regulatory authorities on February 26, 2016, for a further description of risks and uncertainties affecting our business and financial results. Historical trends should not be taken as indicative of future operations and financial results. Other than as required under the U.S. Federal securities laws or the Canadian securities laws, we do not assume a duty to update these forward-looking statements, whether as a result of new information, subsequent events or circumstances, changes in expectations or otherwise.

We prepare our financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP” or “GAAP”). However, this Management’s Discussion and Analysis of Financial Condition and Results of Operations also contains certain non-GAAP financial measures to assist readers in understanding our performance. Non-GAAP financial measures either exclude or include amounts that are not reflected in the most directly comparable measure calculated and presented in accordance with GAAP. Where non-GAAP financial measures are used, we have provided the most directly comparable measures calculated in accordance with U.S. GAAP and a reconciliation to GAAP measures.

Operating results for any one quarter are not necessarily indicative of results to be expected for any other quarter or for the fiscal year and our key business measures, as discussed below, may decrease for any future period. Unless the context otherwise requires, all references in this section to “RBI,” “the Company,” “we,” “us,” or “our” are to the Company and its subsidiaries, collectively. Unless otherwise stated, comparable sales growth and sales growth are presented on a system-wide basis, which means that these measures include sales at both restaurants owned by us (“Company restaurants”) and franchise restaurants. Franchise sales represent sales at all franchise restaurants and are revenues to our franchisees. We do not record franchise sales as revenues; however, our franchise revenues include royalties based on franchise sales. System-wide results are driven primarily by our franchise restaurants, as approximately 100% of current Tim Hortons and Burger King system-wide restaurants are franchised.

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Overview

We are a Canadian corporation originally formed on August 25, 2014 to serve as the indirect holding company for Tim Hortons and its consolidated subsidiaries and Burger King Worldwide and its consolidated subsidiaries. We are one of the world’s largest quick service restaurant (“QSR”) companies with over 19,000 restaurants in approximately 100 countries and U.S. territories as of March 31, 2016 and over 110 years of combined brand heritage. Our Tim Hortons^® and Burger King^® brands have similar franchised business models with complementary daypart mixes. Our two iconic brands are managed independently while benefitting from global scale and sharing of best practices.

Tim Hortons restaurants are quick service restaurants with a menu that includes premium blend coffee, tea, espresso-based hot and cold specialty drinks, fresh baked goods, including donuts, Timbits^®, bagels, muffins, cookies and pastries, grilled paninis, classic sandwiches, wraps, soups and more. Burger King restaurants are quick service restaurants that feature flame-grilled hamburgers, chicken and other specialty sandwiches, french fries, soft drinks and other affordably-priced food items.

We generate revenue from four sources: (i) sales exclusive to Tim Hortons franchisees related to our supply chain operations, including manufacturing, procurement, warehousing and distribution, as well as sales to retailers; (ii) property revenues from properties we lease or sublease to franchisees; (iii) franchise revenues, consisting primarily of royalties based on a percentage of sales reported by franchise restaurants and franchise fees paid by franchisees; and (iv) sales at Company restaurants.

As discussed in Note 18 to the accompanying unaudited condensed consolidated financial statements, we have two operating and reportable segments: (1) Tim Hortons (“TH”) and (2) Burger King (“BK”).

Tim Hortons’ first quarter of fiscal year 2015 began December 29, 2014 and ended March 29, 2015. The change to a calendar quarter end of March 31 in 2016 did not have a material impact on our results of operations or key financial measures.

Operating Metrics and Key Financial Measures

We evaluate our restaurants and assess our business based on the following operating metrics and key financial measures:

• System-wide sales growth refers to the change in sales at all franchise restaurants and Company restaurants in one period from the same period in the prior year.

• System-wide sales represent sales at all franchise restaurants and Company restaurants. We do not record franchise sales as revenues; however, our franchise revenues include royalties based on a percentage of franchise sales.

• Comparable sales growth refers to the change in restaurant sales in one period from the same prior year period for restaurants that have been opened for thirteen months or longer.

• Net restaurant growth (“NRG”) represents the opening of new restaurants (other than limited service kiosks) during a stated period, net of closures. Commencing in the fourth quarter of 2015, we revised our presentation of NRG to exclude limited service kiosks, with the revision applied retrospectively to the earliest period presented to provide period-to-period comparability.

• Adjusted EBITDA, which represents earnings (net income or loss) before interest, taxes, depreciation and amortization, adjusted to exclude specifically identified items that management believes do not directly reflect our core operations. See Non-GAAP Reconciliations.

System-wide sales growth and comparable sales growth are measured on a constant currency basis, which means the results exclude the effect of foreign currency translation (“FX impact”). For system-wide sales growth and comparable sales growth, we calculate FX impact by translating prior year results at current year monthly average exchange rates. For items included in our results of operations, we calculate the FX impact by translating current year results at prior year monthly average exchange rates. We analyze certain financial measures on a constant currency basis as this helps identify underlying business trends, without distortion from the effects of currency movements.

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Recent Events and Factors Affecting Comparability

Integration Costs

In connection with the implementation of initiatives to integrate the back-office processes of TH and BK to enhance efficiencies, we incurred $2.2 million related to these initiatives during the three months ended March 31, 2016, primarily consisting of professional fees.

TH Transaction and Restructuring Costs

In connection with the Transactions and a series of post-closing transactions during 2015 that resulted in changes to our legal and capital structure, we incurred certain non-recurring selling, general and administrative expenses during the three months ended March 31, 2015, consisting of the following:

• Financing, legal and advisory fees, share-based compensation expense due to accelerated vesting of equity awards as a result of the Transactions and integration costs related to a realignment of our global structure to better accommodate the needs of the combined business, totaling $17.0 million; and

• Severance benefits, other compensation costs and training expenses of approximately $11.0 million, related to a restructuring plan we implemented following the Transactions, which resulted in work force reductions throughout our TH business.

Results of Operations for the Three Months Ended March 31, 2016 and 2015

Tabular amounts in millions of U.S. dollars unless noted otherwise.

Consolidated

	Three Months Ended						Variance
	March 31,						$			%
	2016			2015			Favorable / (Unfavorable)
Revenues:
Sales	$	490.5		$	499.5		$	(9.0	)		(1.8	)%
Franchise and property revenues		428.0			433.8			(5.8	)		(1.3	)%
Total revenues		918.5			933.3			(14.8	)		(1.6	)%
Cost of sales		388.2			433.2			45.0			10.4	%
Franchise and property expenses		104.2			129.1			24.9			19.3	%
Selling, general and administrative expenses		73.2			111.0			37.8			34.1	%
(Income) loss from equity method investments		(18.5	)		(1.7	)		16.8			NM
Other operating expenses (income), net		40.8			37.6			(3.2	)		(8.5	)%
Total operating costs and expenses		587.9			709.2			121.3			NM
Income from operations		330.6			224.1			106.5			47.5	%
Interest expense, net		115.1			123.1			8.0			6.5	%
(Gain) loss on early extinguishment of debt		—			(0.3	)		0.3			NM
Income before income taxes		215.5			101.3			114.2			112.7	%
Income tax expense		47.2			50.7			3.5			6.9	%
Net income		168.3			50.6			117.7			232.6	%
Net income (loss) attributable to noncontrolling interests		50.8			(9.8	)		60.6			NM
Preferred shares dividend		67.5			68.7			(1.2	)		1.7	%
Net income (loss) attributable to common shareholders	$	50.0		$	(8.3	)		58.3			NM

NM – Not meaningful

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	Three Months Ended March 31,
FX Impact Favorable/(Unfavorable)	2016			2015 (a)
Total revenues	$	(70.5	)	$	(14.5	)
Cost of sales		35.0			—
Franchise and property expenses		7.1			1.2
Selling, general and administrative expenses		2.3			1.7
Income from operations		(26.3	)		(24.2	)
Net income		(20.3	)		(24.0	)
Adjusted EBITDA		(28.7	)		(14.8	)

(a) FX Impact for 2015 is only for BK Segment.

	Three Months Ended
	March 31,
Key Business Metrics	2016			2015
System-wide sales growth
TH		7.9	%		8.1	%
BK		10.0	%		9.6	%
System-wide sales
TH	$	1,424.7		$	1,459.5
BK	$	4,236.8		$	4,023.9
Comparable sales growth
TH		5.6	%		5.3	%
BK		4.6	%		4.6	%
System Net Restaurant Growth (NRG)
TH (b)		25			41
BK		5			15
Restaurant count at period end
TH (b)		4,438			4,299
BK		15,008			14,387
System		19,446			18,686

(b) Restaurant count excludes 411 and 425 limited service kiosks as of March 31, 2016 and 2015, respectively. NRG excludes limited service kiosks for the three months ended March 31, 2016 and 2015. Commencing in the fourth quarter of 2015, we revised our presentation of restaurant counts to exclude limited service kiosks, with the revision applied retrospectively to the earliest period presented to provide period-to-period comparability.

Comparable Sales Growth

TH global system comparable sales growth of 5.6% during the three months ended March 31, 2016 reflects continued strength in beverages and grilled wraps as well as successful product launches.

BK global system comparable sales growth of 4.6% during the three months ended March 31, 2016 reflects successful product launches and promotions.

Sales and Cost of Sales

Sales include TH supply chain sales and sales from Company restaurants. TH supply chain sales represent sales of products, supplies and restaurant equipment, other than equipment sales related to initial restaurant establishment or renovations that are shipped directly from our warehouses or by third-party distributors to restaurants or retailers, as well as sales to retailers. Sales from Company restaurants, including sales by our consolidated TH Restaurant VIEs (see Note 2 to the accompanying condensed consolidated financial statements for additional information on Restaurant VIEs), represent restaurant-level sales to our guests.

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Cost of sales includes costs associated with the management of our TH supply chain, including cost of goods, direct labor and depreciation, as well as the cost of goods delivered by third-party distributors to the restaurants for which we manage the supply chain logistics, and for products sold through retailers. Cost of sales also includes food, paper and labor costs of Company restaurants, which are principally costs incurred by our consolidated TH Restaurant VIEs.

During the three months ended March 31, 2016, the decrease in sales was driven primarily by an unfavorable FX impact of $43.8 million, partially offset by increases, excluding FX impact, in our TH segment of $30.9 million and in our BK segment of $3.9 million.

During the three months ended March 31, 2016, the decrease in cost of sales was driven primarily by a favorable FX impact of $35.0 million and a decrease, excluding FX impact, in our TH segment of $11.8 million, partially offset by an increase, excluding FX impact, in our BK segment of $1.8 million.

Franchise and Property

Franchise and property revenues consist primarily of royalties earned on franchise sales, rents from real estate leased or subleased to franchisees, franchise fees, revenues derived from equipment packages at establishment of a restaurant and in connection with renewal or renovation, and other revenue. Franchise and property expenses consist primarily of depreciation of properties leased to franchisees, rental expense associated with properties subleased to franchisees, costs of equipment packages sold at establishment of a restaurant and in connection with renewal or renovation, amortization of franchise agreement and bad debt expense (recoveries).

During the three months ended March 31, 2016, the decrease in franchise and property revenues was driven by an unfavorable FX impact of $26.7 million, partially offset by increases, excluding FX impact, in our BK segment of $16.0 million and in our TH segment of $4.9 million.

During the three months ended March 31, 2016, the decrease in franchise and property expenses was attributable to decreases of $14.2 million in our TH segment and $3.6 million in our BK segment, excluding FX impact, and a favorable FX impact of $7.1 million.

Selling, General and Administrative Expenses

Our selling, general and administrative expenses were comprised of the following:

	Three Months Ended				Variance
	March 31,				$			%
	2016		2015		Favorable / (Unfavorable)
Selling expenses	$	1.4	$	4.8	$	3.4			70.8	%
Management general and administrative expenses		56.8		59.9		3.1			5.2	%
Share-based compensation and non-cash incentive compensation expense		7.9		13.9		6.0			43.2	%
Depreciation and amortization		4.9		4.4		(0.5	)		(11.4	)%
TH transaction and restructuring costs		—		28.0		28.0			NM
Integration costs		2.2		—		(2.2	)		NM
Total general and administrative expenses		71.8		106.2		34.4			32.4	%
Selling, general and administrative expenses	$	73.2	$	111.0	$	37.8			34.1	%

NM – Not meaningful

Selling expenses consist primarily of Company restaurant advertising fund contributions. The decrease in selling expenses for the three months ended March 31, 2016 was primarily a result of a decrease in advertising fund contributions from TH Restaurant VIEs driven by a decrease in the number of Restaurant VIEs from the prior year period.

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Management general and administrative expenses (“Management G&A”) are comprised primarily of salary and employee related costs for our non-restaurant employees, professional fees, information technology systems, and general overhead for our corporate offices. The decrease in Management G&A for the three months ended March 31, 2016 was driven primarily by decreases in salaries and benefits in our TH segment and favorable FX impact.

During the three months ended March 31, 2016, the decrease in share-based compensation and non-cash incentive compensation expense was due primarily to the non-recurrence of $8.4 million related to the remeasurement of liability-classified stock options to fair value in the prior year period, partially offset by additional share-based awards granted during 2016 and 2015. During 2015, we modified a portion of liability-classified awards that resulted in a change in classification of the awards from liability to equity and as such these modified awards are no longer being revalued after the modification date.

(Income) Loss from Equity Method Investments

(Income) loss from equity method investments reflects our share of investee net income or loss. (Income) loss from equity method investments is considered to be an integrated part of our business operations, and is therefore included in operating income.

During the three months ended March 31, 2016, we recorded an $11.6 million increase to the carrying value of our investment balance and a noncash dilution gain included in (income) loss from equity method investments on the issuance of capital stock by Burger King France SAS (“France JV”), one of our equity method investees. This issuance of capital stock reduced our ownership interest in the France JV. The dilution gain reflects an adjustment to the difference between the amount of our underlying equity in the net assets of the France JV before and after the issuance of capital stock. Similarly, during the three months ended March 31, 2015, we recorded a $10.9 million increase to the carrying value of our investment balance and a noncash dilution gain included in (income) loss from equity method investments on the issuance of capital stock by BK Brasil Operacao E Assesoria A Restaurantes S.A. (“Brazil JV”), one of our equity method investees. This issuance of capital stock reduced our ownership interest in the Brazil JV. The dilution gain reflects an adjustment to the difference between the amount of our underlying equity in the net assets of the Brazil JV before and after the issuance of capital stock. The increase in income from equity method investments from the prior year period is driven primarily by net income from BK equity method investments.

Other Operating Expenses (Income), net

Our other operating expenses (income), net were comprised of the following:

	Three Months Ended
	March 31,
	2016		2015
Net losses (gains) on disposal of assets, restaurant closures and refranchisings	$	15.3	$	0.5
Litigation settlements and reserves, net		0.7		1.6
Net losses (gains) on derivatives		—		12.9
Net losses (gains) on foreign exchange		24.1		22.5
Other, net		0.7		0.1
Other operating expenses (income), net	$	40.8	$	37.6

Net losses (gains) on disposal of assets, restaurant closures and refranchisings for the three months ended March 31, 2016 primarily reflects losses in connection with refranchisings in our TH business.

Net losses (gains) on derivatives for the three months ended March 31, 2015 is primarily due to changes in fair value related to interest rate swaps not designated for hedge accounting. These interest rate swaps were settled during May 2015.

Net losses (gains) on foreign exchange is primarily related to revaluation of foreign denominated assets and liabilities.

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Interest Expense, net

Our interest expense, net and weighted average interest rate on our long-term debt were as follows:

	Three Months Ended
	March 31,
	2016			2015
Interest expense, net	$	115.1		$	123.1
Weighted average interest rate on long-term debt		5.1	%		5.2	%

During the three months ended March 31, 2016, interest expense, net decreased compared to the three months ended March 31, 2015 primarily due to a decrease in outstanding debt as a result of term loan prepayments in May 2015 and a reduction in our weighted average interest rate.

Income Tax Expense

Our effective tax rate was 21.9% for the three months ended March 31, 2016. The effective tax rate during this period was primarily a result of the mix of income from multiple tax jurisdictions, partially offset by the favorable impact from intercompany financing.

Our effective tax rate was 50.0% for the three months ended March 31, 2015. The higher effective tax rate during this period was primarily due to the revaluation of certain monetary assets and liabilities as a result of changes in foreign currency exchange rates which had an unfavorable impact of approximately 19%. To a lesser extent, the effective tax rate for the quarter was unfavorably impacted by certain non-deductible transactions costs. The remainder of the effective tax rate was primarily based on the mix of income from multiple tax jurisdictions.

Net Income

We reported net income of $168.3 million for the three months ended March 31, 2016, compared to net income of $50.6 million for the three months ended March 31, 2015, primarily as a result of an increase in income from operations of $106.5 million, a decrease in interest expense, net of $8.0 million, and a decrease in income tax expense of $3.5 million. The increase in income from operations was driven by a decrease in cost of sales, a decrease in selling, general and administrative expenses, a decrease in franchise and property expenses and an increase in income from equity method investments, partially offset by a decrease in sales, a decrease in franchise and property revenues and an increase in other operating expenses (income), net.

29

Non-GAAP Reconciliations

The table below contains information regarding EBITDA and Adjusted EBITDA, which are non-GAAP measures. EBITDA is defined as earnings (net income or loss) before interest, (gain) loss on early extinguishment of debt, taxes, and depreciation and amortization. Adjusted EBITDA is defined as EBITDA excluding the impact of share-based compensation and non-cash incentive compensation expense, other operating expenses (income), net, (income) loss from equity method investments, net of cash distributions received from equity method investments, and all other specifically identified costs associated with non-recurring projects, including acquisition accounting impact on cost of sales, TH transaction and restructuring costs and integration costs. Adjusted EBITDA is used by management to measure operating performance of the business, excluding specifically identified items that management believes do not directly reflect our core operations, and represents our measure of segment income.

	Three Months Ended						Variance
	March 31,						$			%
	2016			2015			Favorable / (Unfavorable)
Segment income:
TH	$	227.8		$	184.4		$	43.4			23.5	%
BK		180.0			170.7			9.3			5.4	%
Adjusted EBITDA		407.8			355.1			52.7			14.8	%
Share-based compensation and non-cash incentive compensation expense		7.9			13.9			6.0			43.2	%
Acquisition accounting impact on cost of sales		—			1.8			1.8			NM
TH transaction and restructuring costs		—			28.0			28.0			NM
Integration costs		2.2			—			(2.2	)		NM
Impact of equity method investments (a)		(15.7	)		0.9			16.6			NM
Other operating expenses (income), net		40.8			37.6			(3.2	)		NM
EBITDA		372.6			272.9			99.7			36.5	%
Depreciation and amortization		42.0			48.8			6.8			13.9	%
Income from operations		330.6			224.1			106.5			47.5	%
Interest expense, net		115.1			123.1			8.0			6.5	%
(Gain) loss on early extinguishment of debt		—			(0.3	)		0.3			NM
Income tax expense		47.2			50.7			3.5			6.9	%
Net income	$	168.3		$	50.6		$	117.7			232.6	%

NM – Not meaningful

(a) Represents (i) (income) loss from equity method investments and (ii) cash distributions received from our equity method investments. Cash distributions received from our equity method investments are included in segment income.

The increase in Adjusted EBITDA for the three months ended March 31, 2016 as compared to the prior year period primarily reflects increases in segment income in our TH and BK segments. EBITDA for the three months ended March 31, 2016 increased over the prior year period primarily due to increases in segment income in our TH and BK segments, the non recurrence of TH transaction and restructuring costs, favorable results from the impact of equity method investments, a decrease in share-based compensation and non-cash incentive compensation, and the non recurrence of acquisition accounting impact on cost of sales, partially offset by an increase in other operating expenses (income), net and integration costs recognized in the current period.

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Results of Operations for TH Segment for the Three Months Ended March 31, 2016 and 2015

	Three Months Ended					Variance
	March 31,					Favorable / (Unfavorable)
	2016			2015		$			%
Sales and cost of sales (a):
Sales	$	467.3		$	480.1	$	(12.8	)		(2.7	)%
Cost of sales		369.6			416.3		46.7			11.2	%
Franchise and property:
Franchise and property revenues		190.5			203.6		(13.1	)		(6.4	)%
Franchise and property expenses		72.1			92.9		20.8			22.4	%
Segment SG&A (b)		16.2			27.1		10.9			40.2	%
Segment depreciation and amortization (c)		25.1			32.6		7.5			23.0	%
Segment income (d)		227.8			184.4		43.4			23.5	%
FX Impact Favorable/(Unfavorable)
Total revenues	$	(61.7	)		n/a
Cost of sales		34.9			n/a
Franchise and property expenses		6.6			n/a
SG&A		2.2			n/a
Segment income		(21.5	)		n/a

(a) Includes Restaurant VIEs.

(b) Segment selling, general and administrative expenses (“Segment SG&A”) consists of segment selling expenses and management general and administrative expenses.

(c) Segment depreciation and amortization consists of depreciation and amortization included in cost of sales and franchise and property expenses.

(d) Segment income for the three months ended March 31, 2016 includes $2.8 million of cash distributions received from equity method investments. Segment income for the three months ended March 31, 2015 excludes $1.8 million of acquisition accounting impact on cost of sales and includes $2.6 million of cash distributions received from equity method investments.

Sales and Cost of Sales

During the three months ended March 31, 2016, the decrease in sales was driven primarily by an unfavorable FX impact of $43.7 million and a decrease in Company restaurant revenue, excluding FX impact, of $25.0 million driven primarily by the conversion of Restaurant VIEs to franchise restaurants, partially offset by an increase in supply chain sales, excluding FX impact, of $55.9 million driven by system-wide sales growth of 7.9% and retail sales.

During the three months ended March 31, 2016, the decrease in cost of sales was driven primarily by a favorable FX impact of $34.9 million and a decrease in Company restaurant cost of sales, excluding FX impact, of $21.7 million driven primarily by the conversion of Restaurant VIEs to franchise restaurants. These decreases were partially offset by an increase in supply chain cost of sales, excluding FX impact, of $9.9 million driven by an increase in supply chain sales as described above, partially offset by cost savings derived from effective cost management.

Franchise and Property

During the three months ended March 31, 2016, the decrease in franchise and property revenues was driven by an unfavorable FX impact of $18.0 million and a decrease in franchise fees and other revenue, excluding FX impact, of $10.5 million driven by a decrease in sales of equipment packages due to a reduction in the number of restaurant openings compared to the prior year period. The decrease was partially offset by an increase in royalties and property revenues, excluding FX impact, of $15.4 million driven primarily by NRG of 139 restaurants during the trailing twelve-month period, comparable sales growth, and new leases and subleases associated with additional restaurants leased or subleased to franchisees as a result of converting Restaurant VIEs to franchise restaurants.

During the three months ended March 31, 2016, the decrease in franchise and property expenses of $14.2 million, excluding FX impact, was driven primarily by a decrease in the costs related to sale of equipment packages due to a reduction in the number of restaurant openings compared to the prior year period and a favorable FX impact of $6.6 million.

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Segment SG&A

During the three months ended March 31, 2016, segment SG&A decreased primarily due to a decrease in salaries and benefits and favorable FX impact.

Segment Income

During the three months ended March 31, 2016, segment income increased primarily due to an increase in sales net of cost of sales, an increase in franchise and property revenues net of expenses, and a decrease in segment SG&A.

Results of Operations for BK Segment for the Three Months Ended March 31, 2016 and 2015

	Three Months Ended						Variance
	March 31,						Favorable / (Unfavorable)
	2016			2015			$			%
Sales and cost of sales:
Sales	$	23.2		$	19.4		$	3.8			19.6	%
Cost of sales		18.6			16.9			(1.7	)		(10.1	)%
Franchise and property:
Franchise and property revenues		237.5			230.2			7.3			3.2	%
Franchise and property expenses		32.1			36.2			4.1			11.3	%
Segment SG&A		42.0			37.6			(4.4	)		(11.7	)%
Segment depreciation and amortization		12.0			11.8			(0.2	)		(1.7	)%
Segment income		180.0			170.7			9.3			5.4	%
FX Impact Favorable/(Unfavorable)
Total revenues	$	(8.8	)	$	(14.5	)
Cost of sales		0.1			—
Franchise and property expenses		0.5			1.2
Segment SG&A		0.1			1.7
Segment income		(7.2	)		(14.8	)

Franchise and Property

During the three months ended March 31, 2016, franchise and property revenues, excluding FX impact, increased primarily due to an increase of $18.0 million in franchise royalties driven primarily by NRG of 621 restaurants during the trailing twelve-month period and comparable sales growth. During the three months ended March 31, 2016, franchise and property revenues had an $8.7 million unfavorable FX impact.

During the three months ended March 31, 2016, franchise and property expenses decreased primarily due to a decrease in rent expense related to leases that were assigned to franchisees during 2015, a decrease in bad debt expense, and a $0.5 million favorable FX impact.

Segment SG&A

During the three months ended March 31, 2016, segment SG&A increased primarily due to an increase in salary and benefits.

Segment Income

During the three months ended March 31, 2016, segment income increased primarily due to an increase in franchise and property revenues net of expenses and an increase in sales net of cost of sales, partially offset by an increase in segment SG&A.

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Liquidity and Capital Resources

Our primary sources of liquidity are cash on hand, cash generated by operations and borrowings available under our Revolving Credit Facility (as defined below). We have used, and may in the future use, our liquidity to make required interest and/or principal payments, to pay Preferred Share (as defined below) dividends, to repurchase our common shares, to repurchase Partnership exchangeable units, to voluntarily prepay and repurchase our or one of our affiliate’s outstanding debt, to fund our investing activities and to pay dividends on our common shares. As a result of our borrowings, we are highly leveraged. Our liquidity requirements are significant, primarily due to debt service and the cash dividend requirements of our Preferred Shares.

At March 31, 2016, we had cash and cash equivalents of $825.9 million and working capital of $363.3 million. In addition, at March 31, 2016, we had borrowing availability of $495.8 million under our Revolving Credit Facility. Based on our current level of operations and available cash, we believe our cash flow from operations, combined with availability under our Revolving Credit Facility, will provide sufficient liquidity to fund our current obligations, Preferred Share dividends, debt service requirements and capital spending over the next twelve months.

At March 31, 2016, approximately 25% of our consolidated cash and cash equivalents balances were held in tax jurisdictions other than Canada and the U.S. Undistributed earnings of our foreign subsidiaries for periods prior to the Transactions are considered indefinitely reinvested for U.S. income tax purposes. Subsequent to the Transactions, we record a deferred tax liability for earnings of foreign subsidiaries with U.S. parent companies when such amounts are not considered permanently reinvested and would be subject to tax in the U.S. upon repatriation of cash.

Debt Instruments and Debt Service Requirements

Our long-term debt is comprised primarily of borrowings under our 2015 Amended Credit Agreement, amounts outstanding under our 2015 Senior Notes, 2014 Senior Notes and Tim Hortons Notes (each defined below), and obligations under capital leases. For further information about our long-term debt, see Note 10 to the accompanying unaudited condensed consolidated financial statements included in this report.

2015 Amended Credit Agreement

As of March 31, 2016, there was $5,084.8 million outstanding principal amount of secured term loans (the “Term Loan Facility”) under our credit agreement dated May 22, 2015 (the “2015 Amended Credit Agreement”). As of March 31, 2016, the interest rate was 3.75% on our Term Loan Facility. Based on the amounts outstanding under the Term Loan Facility and the three-month LIBOR rate as of March 31, 2016, subject to a floor of 1.00%, required debt service for the next twelve months is estimated to be approximately $193.5 million in interest payments and $34.4 million in principal payments. In addition, as of March 31, 2016, net cash settlements that we expect to pay on our $2,500.0 million interest rate swap are estimated to be approximately $11.1 million for the next twelve months.

As of March 31, 2016, we had no amounts outstanding under the revolving credit facility available under the 2015 Amended Credit Agreement (the “Revolving Credit Facility”). Funds available under the Revolving Credit Facility for future borrowings may be used to repay other debt, finance debt or share repurchases, acquisitions, capital expenditures and other general corporate purposes. We have a $125.0 million letter of credit sublimit as part of the Revolving Credit Facility, which reduces our borrowing capacity under this facility by the cumulative amount of outstanding letters of credit. As of March 31, 2016, we had $4.2 million of letters of credit issued against the Revolving Credit Facility and our borrowing availability was $495.8 million.

2015 Senior Notes

Two of our subsidiaries (the “Borrowers”) are parties to an indenture dated as of May 22, 2015 (the “2015 Senior Notes Indenture”) in connection with the issuance of $1,250.0 million of 4.625% first lien senior secured notes due January 15, 2022 (the “2015 Senior Notes”). The 2015 Senior Notes bear interest at a rate of 4.625% per annum and are payable semi-annually on January 15 and July 15 of each year. At March 31, 2016, we had outstanding $1,250.0 million of 2015 Senior Notes. Based on the amount outstanding at March 31, 2016, required debt service for the next twelve months on the 2015 Senior Notes is $57.8 million in interest payments. No principal payments are due until maturity.

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2014 Senior Notes

The Borrowers are parties to an indenture dated as of October 8, 2014 (the “2014 Senior Notes Indenture”) in connection with the issuance of $2,250.0 million of 6.00% second lien senior secured notes due April 1, 2022 (the “2014 Senior Notes”). The 2014 Senior Notes bear interest at a rate of 6.00% per annum, payable semi-annually on April 1 and October 1 of each year. At March 31, 2016, we had outstanding $2,250.0 million of 2014 Senior Notes. Based on the amount outstanding at March 31, 2016, required debt service for the next twelve months on the 2014 Senior Notes is $135.0 million in interest payments. No principal payments are due until maturity.

Tim Hortons Notes

At March 31, 2016, we had notes outstanding with the following carrying values and terms: (i) C$48.0 million of 4.20% Senior Unsecured Notes, Series 1, due June 1, 2017, (ii) C$2.6 million of 4.52% Senior Unsecured Notes, Series 2, due December 1, 2023 and (iii) C$3.9 million of 2.85% Senior Unsecured Notes, Series 3, due April 1, 2019 (collectively, the “Tim Hortons Notes”). Based on the amounts outstanding at March 31, 2016, required debt service for the next twelve months on the Tim Hortons Notes is C$2.2 million in interest payments. No principal payments are due until maturity.

As of March 31, 2016, we were in compliance with all covenants of the 2015 Amended Credit Agreement, the 2015 Senior Notes Indenture, the 2014 Senior Notes Indenture and the indenture governing the Tim Hortons Notes, and there were no limitations on our ability to draw on our Revolving Credit Facility.

Preferred Shares

In connection with the Transactions, Berkshire Hathaway Inc. (“Berkshire”) and the Company entered into a Securities Purchase Agreement (the “Security Purchase Agreement”) pursuant to which National Indemnity Company, a wholly owned subsidiary of Berkshire, purchased for an aggregate purchase price of $3,000.0 million, (a) 68.5 million Class A 9.0% cumulative compounding perpetual voting preferred shares of the Company (the “Preferred Shares”) and (b) a warrant (the “Warrant”) to purchase common shares of the Company, at an exercise price of $0.01 per common share of the Company, representing 1.75% of the fully-diluted common shares of the Company as of the closing of the Transactions, including the common shares of the Company issuable upon the exercise of the Warrant, upon the terms and subject to the conditions set forth therein. On December 15, 2014, National Indemnity Company exercised the Warrant in full and received 8,438,225 common shares of the Company. Our articles provide that the maximum number of Preferred Shares that we are authorized to issue is limited to 68,530,939 Preferred Shares, which is the number of Preferred Shares issued to National Indemnity Company in connection with the Transactions.

Dividend Entitlements

The holders of the Preferred Shares are entitled to receive, as and when declared by our board of directors, cumulative cash dividends at an annual rate of 9.0% on the amount of the purchase price per Preferred Share, payable quarterly in arrears (“regular quarterly dividends”). Such dividends accrue daily on a cumulative basis, whether or not declared by our board of directors. If any such dividend or make-whole dividend is not paid in full on the scheduled payment date or the required payment date, as applicable (the unpaid portion, “past due dividends”), additional cash dividends (“additional dividends”) shall accrue daily on a cumulative basis on past due dividends at an annual rate of 9.0%, compounded quarterly, whether or not such additional dividends are declared by our board of directors, until the date the same are declared by our board of directors and paid in cash to the holders of the Preferred Shares. While our board of directors has declared, and we have paid, regular quarterly dividends on our Preferred Shares every quarter since the three months ended March 31, 2015, the board can elect not to declare such dividends in the future and, in such event, additional dividends will accrue on any past due dividends as set forth above.

Redemption

The Preferred Shares may be redeemed at our option, in whole or in part, at any time on and after the third anniversary of their original issuance on the closing date of the Transactions. After the tenth anniversary of the original issue date, holders of not less than a majority of the outstanding Preferred Shares may cause us to redeem the Preferred Shares at a 109.9% premium, or a redemption price of $48.109657 per Preferred Share (the “Call Amount”), plus accrued and unpaid dividends and unpaid make-whole dividends. Holders of Preferred Shares also hold a contingently exercisable option to cause us to redeem their Preferred Shares at the redemption price in the event of a change in control.

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Cash Dividends

On April 4, 2016, we paid a dividend of $0.14 per common share and Partnership made a distribution in respect of each Partnership exchangeable unit in the amount of $0.14 per exchangeable unit. On April 1, 2016, we paid a dividend of $0.98 per Preferred Share, for a total of $67.5 million, which included the amount due for the first calendar quarter of 2016.

On April 27, 2016, our board of directors declared a cash dividend of $0.15 per common share, which will be paid on July 6, 2016, to common shareholders of record on May 16, 2016. Partnership will also make a distribution in respect of each Partnership exchangeable unit in the amount of $0.15 per exchangeable unit, and the record date and payment date for distributions on Partnership exchangeable units are the same as the record date and payment date set forth above. On April 27, 2016, our board of directors declared a cash dividend of $0.98 per Preferred Share, for a total dividend of $67.5 million which will be paid to the holder of the Preferred Shares on July 5, 2016. The dividend on the Preferred Shares includes the amount due for the second calendar quarter of 2016.

No dividend may be declared or paid on common shares of the Company until a dividend is declared or paid on the Preferred Shares. In addition, if holders of at least a majority of the outstanding Preferred Shares have delivered a notice to exercise their right to have the Company redeem the Preferred Shares, no dividend may be declared or paid on our common shares (except that dividends declared on our common shares prior to the date of such delivery may be paid) unless on the date of such declaration or payment all Preferred Shares subject to such notice have been redeemed in full.

In addition, because we are a holding company, our ability to pay cash dividends on our common shares may be limited by restrictions under our debt agreements. Although we do not have a dividend policy, our board of directors may, subject to compliance with the covenants contained in our debt agreements and other considerations, determine to pay dividends in the future. We expect to pay for all dividends from cash generated from our operations.

Outstanding Security Data

As of April 20, 2016, we had outstanding 233,151,485 common shares, 68,530,939 Preferred Shares and one special voting share. The special voting share is held by a trustee, entitling the trustee to that number of votes on matters on which holders of common shares are entitled to vote equal to the number of Partnership exchangeable units outstanding. The trustee is required to cast such votes in accordance with voting instructions provided by holders of Partnership exchangeable units. At any shareholder meeting of RBI, holders of our common shares vote together as a single class with the Preferred Shares and the special voting share except as otherwise provided by law. For information on share-based compensation and our outstanding equity awards, see Note 19 to our audited consolidated financial statements in Part II, Item 8 of our Annual Report filed with the SEC and Canadian securities regulatory authorities on February 26, 2016.

There were 227,336,014 Partnership exchangeable units outstanding as of April 20, 2016. Since December 12, 2015, the holders of Partnership exchangeable units have had the right to require Partnership to exchange all or any portion of such holder’s Partnership exchangeable units for our common shares at a ratio of one common share for each Partnership exchangeable unit, subject to our right as the general partner of Partnership, at our sole discretion, to determine to settle any such exchange for a cash payment in lieu of issuing our common shares.

Comparative Cash Flows

Operating Activities

Cash provided by operating activities was $183.3 million for the three months ended March 31, 2016, compared to $261.7 million during the same period in the prior year. The decrease in cash provided by operating activities was driven primarily by the prior year reclassification of restricted cash to cash and cash equivalents.

Investing Activities

Cash provided by investing activities was $6.8 million for the three months ended March 31, 2016, compared to cash provided by investing activities of $32.7 million during the same period in the prior year. The change in investing activities was driven primarily by a decrease in proceeds from the settlement of derivative instruments from the prior year, partially offset by a decrease in capital expenditures.

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Financing Activities

Cash used for financing activities was $135.9 million for the three months ended March 31, 2016, compared to $1,016.7 million during the same period in the prior year. The decrease in cash used for financing activities was driven primarily by the redemption of a portion of the Tim Hortons Notes and the $42.7 million mandatory prepayment of the Term Loan Facility in the prior year, partially offset by higher dividend payments in the current year.

Critical Accounting Policies and Estimates

This discussion and analysis of financial condition and results of operations is based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of these financial statements requires our management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses, as well as related disclosures of contingent assets and liabilities. We evaluate our estimates on an ongoing basis and we base our estimates on historical experience and various other assumptions we deem reasonable to the situation. These estimates and assumptions form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Volatile credit, equity, foreign currency and energy markets, and declines in consumer spending have increased and may continue to create uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in our estimates could materially impact our results of operations and financial condition in any particular period. For a complete discussion of our critical and significant accounting policies and estimates, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K filed with the SEC and Canadian securities regulatory authorities on February 26, 2016.

New Accounting Pronouncements

See Note 3 – New Accounting Pronouncements, in the notes to the accompanying unaudited condensed consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There were no material changes during the three months ended March 31, 2016 to the disclosures made in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC and Canadian securities regulatory authorities on February 26, 2016.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

An evaluation was conducted under the supervision and with the participation of management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and Exchange Act Rules 15d-15(e)) as of March 31, 2016. Based on that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of such date.

Internal Control Over Financial Reporting

The Company’s management, including the CEO and CFO, confirm that there were no changes in the Company’s internal control over financial reporting during the three months ended March 31, 2016 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Special Note Regarding Forward-Looking Statements

Certain information contained in our Annual Report, including information regarding future financial performance and plans, targets, aspirations, expectations, and objectives of management, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and forward-looking information within the meaning of Canadian securities laws. We refer to all of these as forward-looking statements. Forward-looking statements are forward-looking in nature and, accordingly, are subject to risks and uncertainties. These forward-looking statements can generally be identified by the use of words such as “believe”, “anticipate”, “expect”, “intend”, “estimate”, “plan”, “continue”, “will”, “may”, “could”, “would”, “target”, “potential” and other similar expressions and include, without limitation, statements regarding our expectations or beliefs regarding (i) our future financial obligations, including annual debt service requirements, capital expenditures and dividend payments, our ability to meet such obligations and the source of funds used to satisfy such obligations; and (ii) certain accounting and tax matters.

These forward looking statements represent management’s expectations as of the date hereof. These forward-looking statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. However, these forward-looking statements are subject to a number of risks and uncertainties and actual results may differ materially from those expressed or implied in such statements. Important factors that could cause actual results, level of activity, performance or achievements to differ materially from those expressed or implied by these forward-looking statements include, among other things, risks related to: (1) our substantial indebtedness, which could adversely affect our financial condition and prevent us from fulfilling our obligations; (2) significant and rapid fluctuations in interest rates and in the currency exchange markets and the effectiveness of our hedging activity; (3) the ability of our credit facilities’ and derivatives’ counterparties to fulfill their commitments and/or obligations; (4) the restructuring activities that we have and will continue to implement in connection with the Transactions; and (5) changes in applicable tax laws or interpretations thereof.

We operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Finally, our future results will depend upon various other risks and uncertainties, including, but not limited to, those detailed in the section entitled “Item 1A - Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC and Canadian securities regulatory authorities on February 26, 2016, as well as other materials that we from time to time file with, or furnish to, the SEC or file with Canadian securities regulatory authorities. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements in this section and elsewhere in this report. Other than as required under securities laws, we do not assume a duty to update these forward-looking statements, whether as a result of new information, subsequent events or circumstances, changes in expectations or otherwise.

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Part II – Other Information

Item 5. Other Information

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 25, 2016, the Compensation Committee of the board of directors of the Company (the “Compensation Committee”) approved an increase in the base salary and target bonus percentage of Joshua Kobza, our Chief Financial Officer, from $500,000 and 150% to $600,000 and 180%, respectively, as the Compensation Committee determined that this was necessary in order to make his base salary and target bonus percentage competitive for his role as Chief Financial Officer.

On January 25, 2016, the Compensation Committee approved discretionary awards of 250,000 stock options, 125,000 stock options, 150,000 stock options and 150,000 stock options to Daniel Schwartz, Jose Cil, Elias Diaz Sesé and Heitor Gonçalves, respectively, for exemplary performance. The options, which were granted on February 26, 2016, have an exercise price of $33.67 and will cliff vest on February 26, 2021. In addition, the Compensation Committee approved a discretionary award of 350,000 performance based restricted share units to Mr. Kobza for exemplary performance. This award, which was also granted on February 26, 2016, has a three-year performance period and will cliff vest on February 26, 2021. The performance measure for purposes of determining the number of units earned by Mr. Kobza is the Company’s compounded organic adjusted EBITDA growth rate over the performance period. If Mr. Kobza’s employment is terminated (other than due to death or disability) prior to February 26, 2019, he will forfeit the entire award.

On January 25, 2016, the Compensation Committee approved the 2016 Annual Bonus Program on substantially the same terms as the 2015 Annual Bonus Program. The Compensation Committee also approved an umbrella plan which establishes a maximum amount the named executive officers and other persons covered by Section 16(b) of the Exchange Act are eligible to receive as a cash incentive payment under the 2016 Annual Bonus Program for purposes of complying with Section 162(m) of the Internal Revenue Code. The bonus targets approved by the board of directors in connection with the 2016 Annual Bonus Program will serve as a guideline to the Compensation Committee in exercising its negative discretion for determining the actual amount of each executive’s cash incentive payment for 2016, if any.

Pursuant to the Company’s Bonus Swap Program, the Company provides eligible employees, including its named executive officers or NEOs, the ability to invest a portion of their net cash bonus into equity of the Company (“Investment Shares”) and leverage the investment through the issuance of matching restricted stock units (“RSUs”). Under the 2015 Bonus Swap Program, eligible employees were offered an opportunity to use either 25% or 50% (the “Swap Election Percentage”) of their calculated net bonus for 2015 (after deducting an amount based on a theoretical tax rate of 40%) to purchase Investment Shares. Employees who elected to purchase Investment Shares received matching RSUs. The number of matching RSUs that they received depended on their Swap Election Percentage and their level within the organization. All of the Company’s NEOs elected to participate in the 2015 Bonus Swap Program and to purchase Investment Shares. On January 25, 2016, the Compensation Committee approved the grants of matching RSUs to the participants in the 2015 Bonus Swap Program. On February 26, 2016, our NEOs received the following number of matching RSUs: Daniel Schwartz, 57,915; Joshua Kobza, 26,730; Jose Cil, 35,640; Elias Dias Sesé, 44,550; and Heitor Gonçalves, 29,700. The matching RSUs will cliff vest on December 31, 2020. All of the matching RSUs will be forfeited if an NEO’s employment is terminated for any reason (including due to retirement or termination without cause) prior to December 31, 2017. If an NEO sells more than 50% of the Investment Shares before the vesting date, he will forfeit 100% of the matching RSUs. An NEO who sells 50% or less of the Investment Shares before the vesting date will forfeit 50% of the matching RSUs and a proportional amount of the remaining matching RSUs.

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On January 25, 2016, the Compensation Committee approved the 2016 Bonus Swap Program on substantially the same terms as the 2015 Bonus Swap Program.

Item 6. Exhibits

The exhibits listed in the accompanying index are filed as part of this report.

Exhibit Number	Description
10.35(a)	Form of Base Matching Restricted Stock Unit Award Agreement under the 2014 Omnibus Incentive Plan
10.35(b)	Form of Additional Matching Restricted Stock Unit Award Agreement under the 2014 Omnibus Incentive Plan
10.35(c)	Form of Performance Award Agreement under the 2014 Omnibus Incentive Plan
10.35(d)	Form of Stock Option Award Agreement under the 2014 Omnibus Incentive Plan
31.1	Certification of Chief Executive Officer of Restaurant Brands International Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer of Restaurant Brands International Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer of Restaurant Brands International Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer of Restaurant Brands International Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	RESTAURANT BRANDS INTERNATIONAL INC. (Registrant)
Date: April 29, 2016	By:	/s/ Joshua Kobza
		Name:	Joshua Kobza, principal financial officer
		Title:	Chief Financial Officer (principal financial officer) (duly authorized officer)

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INDEX TO EXHIBITS

Exhibit Number	Description
10.35(a)	Form of Base Matching Restricted Stock Unit Award Agreement under the 2014 Omnibus Incentive Plan
10.35(b)	Form of Additional Matching Restricted Stock Unit Award Agreement under the 2014 Omnibus Incentive Plan
10.35(c)	Form of Performance Award Agreement under the 2014 Omnibus Incentive Plan
10.35(d)	Form of Stock Option Award Agreement under the 2014 Omnibus Incentive Plan
31.1	Certification of Chief Executive Officer of Restaurant Brands International Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer of Restaurant Brands International Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer of Restaurant Brands International Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer of Restaurant Brands International Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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EX-10.35A

Exhibit 10.35(a)

RESTAURANT BRANDS INTERNATIONAL INC.

2014 OMNIBUS INCENTIVE PLAN

BASE MATCHING RESTRICTED STOCK UNIT AWARD AGREEMENT

Unless defined in this Base Matching Restricted Stock Unit Award Agreement (the “Award Agreement”), capitalized terms will have the same meanings ascribed to them in the Restaurant Brands International Inc. 2014 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”).

Pursuant to Section 8 of the Plan, you have been granted Restricted Stock Units (the “RSUs”) on the following terms and subject to the provisions of the Plan, which is incorporated herein by reference. The RSUs are granted in connection with your purchase of Shares in the Company’s 2015 Bonus Swap Program (the “Related Shares”). In the event of a conflict between the provisions of the Plan and this Award Agreement, the provisions of the Plan will govern.

Total Number of RSUs:	[                    ]
Grant Date:	February 26, 2016
Vesting Date:	100% of the RSUs will vest on December 31, 2020, subject to your continued Service through the Vesting Date and further subject to the Section entitled “Termination” in Exhibit A.

By your acceptance of this Award Agreement, you and the Company agree that this Award of RSUs is granted under and governed by the terms and conditions of the Plan, the terms and conditions set forth in the attached Exhibit A, and the general terms and conditions for employees outside the U.S. and any special terms and conditions for your country set forth in Exhibits B and C. Exhibits A, B and C constitute part of this Award Agreement.

PARTICIPANT	RESTAURANT BRANDS INTERNATIONAL INC.
	By:
Name:	Name:	Jill Granat
	Title:	EVP and General Counsel

1

EXHIBIT A

TERMS AND CONDITIONS OF THE

BASE MATCHING RESTRICTED STOCK UNIT AWARD AGREEMENT

No Payment for Shares.

No payment is required for Shares that you receive under this Award.

Restricted Stock Units.

Each RSU represents a right to receive one Share subject to the terms and conditions of the Plan and this Award Agreement.

Vesting.

The RSUs will vest on the Vesting Date as set forth in this Award Agreement. Subject to the section below entitled “Termination,” the RSUs will vest only while you are employed by the Company or any of its Affiliates on the Vesting Date.

Adjustment for Certain Events.

If and to the extent that it would not cause a violation of Section 409A of the Code or other applicable law, if any Corporate Event described in Section 5(d) of the Plan shall occur, the Committee shall make an adjustment as described in such Section 5(d) in such manner as the Committee may, in its sole discretion, deem appropriate and equitable to prevent substantial dilution or enlargement of the rights provided under this Award.

Termination.

Upon termination of your Service (other than as set forth below) prior to the Vesting Date, you will forfeit all of your RSUs that are unvested at the time of termination without any consideration due to you. For the purposes of the Plan and this Award Agreement, your Service will not be deemed to be terminated in the event that you transfer employment from the Company to any Affiliate or from an Affiliate to the Company or another Affiliate, as the case may be.

If your Service terminates on or after December 31, 2017 (but prior to the Vesting Date) Without Cause or by reason of your Retirement (as defined below), you shall be vested in the number of RSUs as if the RSUs subject to this Award vested 40% on December 31, 2017, 60% on December 31, 2018, 80% on December 31, 2019 and 100% on December 31, 2020, and you shall be entitled to receive a number of Shares equal to the number of vested RSUs in accordance with the section entitled “Settlement of RSUs”. For the avoidance of doubt, if your Service terminates prior to December 31, 2017 Without Cause or by reason of your Retirement, you will forfeit all of your RSUs.

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If your Service terminates prior to the Vesting Date by reason of Disability (as defined below), you shall be vested in the number of RSUs as if the RSUs subject to this Award vested 20% on each of December 31, 2016, December 31, 2017, December 31, 2018, December 31, 2019 and December 31, 2020, respectively, and you shall be entitled to receive a number of Shares equal to the number of vested RSUs in accordance with the section entitled “Settlement of RSUs”.

If your Service terminates prior to the Vesting Date by reason of your death, your Beneficiary shall be vested in the number of RSUs as if the RSUs subject to this Award vested 20% on December 31, 2016, 40% on December 31, 2017 and 100% on December 31, 2018 and your Beneficiary shall be entitled to receive a number of Shares equal to the number of RSUs vested on the date of your death in accordance with the section entitled “Settlement of RSUs”.

The date of termination of your Service will not be extended by any period of notice of termination of employment, payment in lieu of notice or severance mandated under local law, whether statutory, contractual or at common law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law) regardless of the reason for such termination and whether or not later found to be invalid or in breach of laws in the jurisdiction where you are rendering Service or the terms of your Employment Agreement, if any). The Committee shall have the exclusive discretion to determine the date of termination of your Service for purposes of this Award.

In the event that there is a conflict between the terms of this Award Agreement regarding the effect of a termination of your Service on this Award and the terms of any Employment Agreement, the terms of your Employment Agreement will govern.

Subject to any terms and conditions that the Committee may impose in accordance with Section 13 of the Plan, in the event that a Change in Control occurs and, within twelve (12) months following the date of such Change in Control, your Service is terminated by the Company Without Cause (as defined herein), this Award shall vest in full upon such termination. In the event that there is a conflict between the terms of this Award Agreement regarding the effect of a Change in Control on this Award and the terms of any Employment Agreement, the terms of this Award Agreement will govern.

For purposes of this Award Agreement, the following terms shall have the following meanings:

“Cause” means (i) a material breach by you of any of your obligations under any written employment agreement with the Company or any of its Affiliates, (ii) a material violation by you of any of the policies, procedures, rules and regulations of the Company or any of its Affiliates applicable to employees or other service providers generally or to employees or other service providers at your grade level; (iii) the failure by you to reasonably and substantially perform your duties to the Company or its Affiliates (other than as a result of physical or mental illness or injury); (iv) your willful misconduct or gross negligence that has caused or is reasonably expected to result in

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material injury to the business, reputation or prospects of the Company or any of its Affiliates; (v) your fraud or misappropriation of funds; or (vi) the commission by you of a felony or other serious crime involving moral turpitude; provided that if you are a party to an Employment Agreement at the time of termination of your Service and such Employment Agreement contains a different definition of “cause” (or any derivation thereof), the definition in such Employment Agreement will control for purposes of this Award Agreement.

If you are terminated Without Cause and, within the twelve (12) month period subsequent to such termination of your Service, the Company determines that your Service could have been terminated for Cause, subject to anything to the contrary that may be contained in your Employment Agreement at the time of termination of your Service, your Service will, at the election of the Company, be deemed to have been terminated for Cause, effective as of the date the events giving rise to Cause occurred.

“Disability” means (i) a physical or mental condition entitling you to benefits under the long-term disability policy of the company covering you or (ii) in the absence of any such policy, a physical or mental condition rendering you unable to perform your duties for the Company or any Affiliate for a period of six (6) consecutive months or longer.

“Retirement” means a termination of Service by you on or after the later of (i) your 55^th birthday and (ii) your completion of five years of Service with the Company or its Affiliates.

“Vesting Date” means December 31, 2020 or such earlier vesting as may be provided in this Award Agreement.

“Without Cause” means a termination of your Service by you for “Good Reason,” if you have an Employment Agreement that defines the term “Good Reason,” or by your employer (the “Employer”) other than any such termination by your Employer for Cause or due to your death or Disability; provided that if you are a party to an Employment Agreement at the time of termination of your Service and such Employment Agreement contains a different definition of “without cause” (or any derivation thereof), the definition in such Employment Agreement will control for purposes of this Award Agreement. Notwithstanding the foregoing, if you are a party to an Employment Agreement at the time of termination of your Service and such Employment Agreement provides that a termination of your Service by you for “Good Reason” constitutes termination of your Service “Without Cause”, such termination for Good Reason shall not constitute termination Without Cause for purposes of the acceleration of your RSUs following a Change in Control.

Forfeiture of Unvested RSUs upon the Transfer of Related Shares.

If you Transfer (other than pursuant to the laws of descent and distribution) any of the Related Shares before the Vesting Date, you will immediately forfeit the number of unvested RSUs equal to the product of (i) the total number of unvested RSUs and (ii) a fraction, (A) the numerator of which is the aggregate number of Related Shares Transferred and (B) the denominator of which is the aggregate number of Related Shares originally purchased.

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Settlement of RSUs.

The Company shall deliver to you (or your Beneficiary, if applicable) a number of Shares equal to the number of RSUs that vest in accordance with this Award Agreement as soon as practicable (but in no event more than 60 days) following the Vesting Date. You will have no rights of a shareholder with respect to the RSUs until such Shares have been delivered to you.

Dividend Equivalents.

During the term of this Award Agreement, you shall be automatically granted additional RSUs with respect to a number of Shares (rounded to six decimal places) having a Fair Market Value as of the applicable dividend payment date equal to the value of any dividends or other distributions that would have been distributed to you if each of the Shares to be delivered to you upon settlement of the RSUs instead was an issued and outstanding Share owned by you (“Dividend Equivalents”). The additional RSUs granted to you as Dividend Equivalents shall be subject to the same terms and conditions under this Award Agreement as the RSUs to which they relate, and shall be settled (rounded down to the nearest whole number) and vest in the same manner and at the same times as the RSUs to which they relate. Each Dividend Equivalent shall be treated as a separate payment for purposes of Section 409A of the Code.

Taxes.

Regardless of any action the Company or your Employer takes with respect to any or all income tax, social security or insurance, fringe benefit tax, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant, vesting or settlement of RSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends or Dividend Equivalents; and (2) do not commit to structure the terms of the grant or any aspect of this Award to reduce or eliminate your liability for Tax-Related Items.

Prior to settlement of this Award, you will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, you authorize the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by you from your wages or other cash compensation paid to you by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under local law, the Company may in its sole and absolute discretion (1) sell or arrange for the sale of Shares that you acquire to meet the

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withholding obligation for Tax-Related Items (on your behalf pursuant to this authorization without further consent), and/or (2) withhold the amount of Shares necessary to satisfy the Tax-Related Items.

Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case I may receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, you are deemed to have been issued the full number of Shares subject to the vested RSU, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items.

Finally, you will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to deliver the Shares if you fail to comply with your obligations in connection with the Tax-Related Items as described in this section.

No Guarantee of Continued Service.

You acknowledge and agree that the vesting of this Award on the Vesting Date is earned only by performing continuing Service (not through the act of being hired or being granted this Award). You further acknowledge and agree that this Award Agreement, the transactions contemplated hereunder and the Vesting Date shall not be construed as giving you the right to be retained in the employ of, or to continue to provide services to, the Company or any Affiliate. Further, the Company or the applicable Affiliate may at any time dismiss you, free from any liability, or any claim under the Plan, unless otherwise expressly provided in any other agreement binding you, the Company or the applicable Affiliate. The receipt of this Award is not intended to confer any rights on you except as set forth in this Award Agreement.

Termination for Cause; Restrictive Covenants.

In consideration for the grant of this Award and for other good and valuable consideration, the sufficiency of which is acknowledged by you, you agree as follows:

Upon (i) a termination of your Service for Cause, (ii) a retroactive termination of your Service for Cause as permitted herein or under your Employment Agreement, or (iii) a violation of any post-termination restrictive covenant (including, without limitation, non-disclosure, non-competition and/or non-solicitation) contained in your Employment Agreement, any separation or termination or similar agreement you may enter into with the Company or one of its Affiliates in connection with termination of your Service, any Award you hold shall be immediately forfeited and the Company may require that you repay (with interest or appreciation (if any), as applicable, determined up to the date payment is made), and you shall promptly repay, to the Company, the Fair Market Value (in cash or in Shares) of any Shares received upon the settlement of RSUs during the

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period beginning on the date that is one year before the date of your termination and ending on the first anniversary of the date of your termination. The Fair Market Value of any such Shares shall be determined as of the date on which the RSUs were settled.

Company’s Right of Offset.

If you become entitled to a distribution of benefits under this Award, and if at such time you have any outstanding debt, obligation, or other liability representing an amount owing to the Company or any of its Affiliates, then the Company or its Affiliates, upon a determination by the Committee, and to the extent permitted by applicable law and not causing a violation of Section 409A of the Code, may offset such amount so owing against the amount of benefits otherwise distributable. Such determination shall be made by the Committee.

Acknowledgment of Nature of Award.

In accepting the grant of this Award, you acknowledge that:

(a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, as provided in the Plan;

(b) the grant of this Award is voluntary, occasional and discretionary and does not create any contractual or other right to receive future awards of RSUs, or benefits in lieu of RSUs even if RSUs have been awarded in the past;

(c) all decisions with respect to future awards, if any, will be at the sole discretion of the Company;

(d) your participation in the Plan is voluntary;

(e) this Award and any Shares acquired under the Plan, and the income and value of same, are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculation of any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;

(f) the future value of the underlying Shares is unknown and cannot be predicted with certainty;

(g) if you receive Shares, the value of such Shares acquired upon settlement may increase or decrease in value; and

(h) no claim or entitlement to compensation or damages arises from termination of this Award, and no claim or entitlement to compensation or damages shall arise from any diminution in value of the RSUs or Shares received upon settlement of the RSUs resulting from termination of your Service by the Employer, and you irrevocably release the Company and the Employer from any such claim that may arise.

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Securities Laws.

By accepting this Award, you acknowledge that Canadian or other applicable securities laws, including, without limitation, U.S. securities laws and/or the Company’s policies regarding trading in its securities, may limit or restrict your right to buy or sell Shares, including, without limitation, sales of Shares acquired in connection with this Award. You agree to comply with all Canadian and any other applicable securities law requirements, including, without limitation, any U.S. securities law requirements and Company policies, as such laws and policies are amended from time to time.

Data Privacy Notice and Consent.

You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Award Agreement by and among, as applicable, the Employer, the Company, its Subsidiaries and its Affiliates or such third party administrator as designated by the Committee in its sole and absolute discretion for the exclusive purpose of implementing, administering and managing your participation in the Plan.

You understand that the Company, the Employer and/or such third party administrator as designated by the Committee in its sole and absolute discretion may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance or social security number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all RSUs or any other entitlement to Shares awarded, canceled, vested, unvested or outstanding in your favor (“Data”), for the exclusive purpose of implementing, administering and managing your participation in the Plan. You understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in your country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country. You understand that, if you reside in the European Economic Area, you may request a list with the names and addresses of any potential recipients of Data by contacting your local human resources representative. You authorize the recipients to receive, possess, use, retain and transfer Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required to a broker, escrow agent or other third party with whom the Shares received upon settlement of RSUs may be deposited. You understand that, if you reside in the European Economic Area, Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local human resources representative. You understand that refusal or withdrawal of consent may affect your ability to participate in the Plan. Further, you understand that you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your employment status or Service and career with the Employer

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will not be affected; the only consequence of refusing or withdrawing your consent is that the Company would not be able to grant you RSUs or other awards or administer or maintain such awards. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.

Limits on Transferability; Beneficiaries.

This Award shall not be pledged, hypothecated or otherwise encumbered or subject to any lien, obligation or liability to any party, or Transferred, otherwise than by your will or the laws of descent and distribution or to a Beneficiary upon your death, except that this Award may be Transferred to one or more Beneficiaries or other Transferees during your lifetime with the consent of the Committee. A Beneficiary, Transferee, or other person claiming any rights under this Award Agreement shall be subject to all terms and conditions of the Plan and this Award Agreement, except as otherwise determined by the Committee, and to any additional terms and conditions deemed necessary or appropriate by the Committee.

No Transfer to any executor or administrator of your estate or to any Beneficiary by will or the laws of descent and distribution of any rights in respect of this Award shall be effective to bind the Company unless the Committee shall have been furnished with (i) written notice thereof and with a copy of the will and/or such evidence as the Committee may deem necessary to establish the validity of the Transfer and (ii) the written agreement of the Transferee to comply with all the terms and conditions applicable to this Award and any Shares received upon settlement of RSUs that are or would have been applicable to you.

No Compensation Deferrals.

Neither the Plan, nor this Award Agreement is intended to provide for a deferral of compensation that would subject the RSUs to taxation prior to the issuance of Shares as a result of Section 409A of the Code. Notwithstanding anything to the contrary in the Plan, or this Award Agreement, the Company reserves the right to revise this Award Agreement as it deems necessary or advisable, in its sole discretion and without your consent, to comply with Section 409A of the Code or to otherwise avoid imposition of any additional tax or income recognition under Section 409A of the Code prior to the actual payment of Shares pursuant to this Award. If you are subject to U.S. taxes, all RSUs to which you are entitled will be issued to you on the applicable settlement date of the RSUs, as described above in the section entitled “Settlement of RSUs.”

Entire Agreement; Governing Law; Jurisdiction; Waiver of Jury Trial.

The Plan, this Award Agreement and, to the extent applicable, your Employment Agreement or any separation agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings, representations and agreements (whether oral or written) of the Company and you with respect to the subject matter hereof. This Award Agreement may not be

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modified in a manner that adversely affects your rights heretofore granted under the Plan, except with your consent or to comply with applicable law or to the extent permitted under other provisions of the Plan. This Award Agreement is governed by the laws of Canada applicable in the Province of Ontario, without regard to its principles of conflict of laws.

ANY ACTION OR PROCEEDING AGAINST THE PARTIES RELATING IN ANY WAY TO THIS AWARD OR THE AWARD AGREEMENT MAY BE BROUGHT EXCLUSIVELY IN THE COURTS OF THE PROVINCE OF ONTARIO, AND YOU IRREVOCABLY SUBMIT TO THE JURISDICTION OF SUCH COURTS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING. ANY ACTIONS OR PROCEEDINGS TO ENFORCE A JUDGMENT ISSUED BY ONE OF THE FOREGOING COURTS MAY BE ENFORCED IN ANY JURISDICTION.

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, YOU HEREBY WAIVE, AND COVENANT THAT YOU WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM OR PROCEEDING ARISING OUT OF THIS AWARD AGREEMENT OR THE SUBJECT MATTER HEREOF, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER IN CONTRACT, TORT OR OTHERWISE.

By signing this Award Agreement, you acknowledge receipt of a copy of the Plan and represent that you are familiar with the terms and conditions of the Plan, and hereby accept this Award subject to all provisions in this Award Agreement and in the Plan. You hereby agree to accept as final, conclusive and binding all decisions or interpretations of the Committee upon any questions arising under the Plan or this Award Agreement.

Electronic Delivery and Acceptance.

The Company may, in its sole discretion, decide to deliver any documents related to this Award or future awards that may be awarded under the Plan by electronic means or request your consent to participate in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

Agreement Severable.

In the event that any provision in this Award Agreement will be held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Award Agreement.

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Language.

If you have received this Award Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

Non-U.S. Terms and Conditions.

Notwithstanding any provision in this Award Agreement, if you work and/or reside outside the U.S., this Award shall be subject to the general terms and conditions and the special terms and conditions for your country set forth in Exhibits B and C, as applicable. Moreover, if you relocate to one of the countries included in Exhibits B or C, the general terms and conditions and the special terms and conditions for such country will apply to you, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Exhibits B and C constitute part of this Award Agreement.

Waiver.

You acknowledge that a waiver by the Company of breach of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of this Award Agreement, or of any subsequent breach by you or any other Participant.

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EXHIBIT B

RESTAURANT BRANDS INTERNATIONAL INC.

2014 OMNIBUS INCENTIVE PLAN

ADDITIONAL TERMS AND CONDITIONS TO THE

BASE MATCHING RESTRICTED STOCK UNIT AWARD AGREEMENT FOR

PARTICIPANTS OUTSIDE THE U.S.

Certain capitalized terms used but not defined in this Exhibit B have the meanings set forth in the Restaurant Brands International Inc. 2014 Omnibus Incentive Plan (the “Plan”) and/or the Base Matching Restricted Stock Unit Award Agreement (the “Award Agreement”).

TERMS AND CONDITIONS

This Exhibit B includes additional terms and conditions that govern this Award granted to you under the Plan if you reside and/or work outside the U.S. and/or in one of the countries listed below. If you are a citizen or resident of a country other than the one in which you are currently residing and/or working, transfer employment and/or residency after this Award is granted or are considered a resident of another country for local law purposes, the Committee shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply to you.

NOTIFICATIONS

This Exhibit B also includes information regarding securities, exchange controls, tax and certain other issues of which you should be aware with respect to participation in the Plan. The information is based on the securities, exchange control, and other laws in effect in the respective countries as of January 2016. Such laws are often complex and change frequently. As a result, the Company strongly recommends that you not rely on the information in this Exhibit B as the only source of information relating to the consequences of your participation in the Plan because the information may be out of date at the time you vest in this Award or sell Shares acquired under the Plan.

In addition, the information contained herein is general in nature and may not apply to your particular situation, and the Company is not in a position to assure you of a particular result. Accordingly, you are advised to seek appropriate professional advice as to how the relevant laws in your country may apply to your situation.

Finally, if you are a citizen or resident of a country other than the one in which you are currently residing and/or working, transfer employment and/or residency after this Award is granted or are considered a resident of another country for local law purposes, the information contained herein may not be applicable to you.

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GENERAL TERMS AND CONDITIONS FOR PARTICIPANTS OUTSIDE THE U.S.

The following terms and conditions apply to you if you reside and/or work outside of the U.S. and supplement the entire Award Agreement generally:

Entire Agreement.

If you reside and/or work outside the U.S., in no event will any aspect of this Award be determined in accordance with your Employment Agreement (or other Service contract). The terms and conditions of this Award will be solely determined in accordance with the provisions of the Plan and the Award Agreement, including this Exhibit B, which supersede and replace any prior agreement, either written or verbal (including your Employment Agreement, if applicable) in relation to this Award.

Retirement.

Notwithstanding the favorable treatment that is potentially available upon a termination due to Retirement (as set forth in the Termination section of the Award Agreement), if the Company receives an opinion of counsel that there has been a legal judgment and/or legal development in your jurisdiction that would likely result in this favorable treatment upon termination due to Retirement being deemed unlawful and/or discriminatory, then the favorable Retirement treatment will not apply at the time your Service terminates and the Award will be forfeited if your Service ends before the Vesting Date for any reason other than as set forth in the Termination section of the Award Agreement.

Taxes.

The following provisions supplement the Taxes section of the Award Agreement:

You acknowledge that your liability for Tax-Related Items may exceed the amount withheld by the Company and/or the Employer.

If you have become subject to tax in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Limits on Transferability; Beneficiaries.

The following provision supplements the Limits on Transferability; Beneficiaries section of the Award Agreement:

If you are located outside the U.S., this Award may not be Transferred to a designated Beneficiary and may only be Transferred upon your death to your legal heirs in accordance with applicable laws of descent and distribution. In no case may this Award be Transferred to another individual during your lifetime.

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Acknowledgement of Nature of Award.

The following provisions supplement the Acknowledgment of Nature of Award section of the Award Agreement:

You acknowledge the following with respect to this Award:

(a) The Award and any Shares acquired under the Plan, and the income and value of same, are not intended to replace any pension rights or compensation.

(b) In no event should this Award or any Shares acquired under the Plan, and the income and value of same, be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any other Affiliate.

(c) Neither the Company, the Employer nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of this Award or of any amounts due to you pursuant to settlement of this Award or the subsequent sale of any Shares acquired upon settlement.

(d) Unless otherwise agreed with the Company, this Award and any Shares acquired upon the settlement of this Award, and the value and income of same, are not granted as consideration for, or in connection with, any service you may provide as a director of any Affiliate.

No Advice Regarding Award.

The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying Shares. You are hereby advised to consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.

Insider Trading Restrictions/Market Abuse Laws.

You acknowledge that you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to acquire or sell Shares or rights to Shares under the Plan during such times as you are considered to have “inside information” regarding the Company (as defined by the laws in your country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. You acknowledge that it is your responsibility to comply with any applicable restrictions, and you are advised to speak to your personal advisor on this matter.

Foreign Asset/Account Reporting Requirements.

You acknowledge that there may be certain foreign asset and/or account reporting requirements which may affect your ability to acquire or hold the Shares acquired under the Plan or cash received from participating in the Plan (including from any dividends paid on the Shares acquired under the Plan) in a brokerage or bank account outside your country. You may be required to report such accounts, assets or transactions to the tax or

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other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of participating in the Plan to your country through a designated bank or broker within a certain time after receipt. You acknowledge that it is your responsibility to be compliant with such regulations, and you are advised to speak to your personal advisor on this matter.

Imposition of Other Requirements.

The Company reserves the right to impose other requirements on your participation in the Plan, on this Award and on any Shares acquired upon settlement of this Award, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

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TERMS AND CONDITIONS AND NOTIFICATIONS FOR PARTICIPANTS OUTSIDE THE U.S. AND CANADA

BRAZIL

TERMS AND CONDITIONS

Compliance with Law.

By accepting this Award, you acknowledge that you agree to comply with applicable Brazilian laws and pay any Tax-Related Items associated with participation in the Plan, including the settlement of this Award, the receipt of any dividends or Dividend Equivalents, and the sale of Shares acquired under the Plan.

NOTIFICATIONS

Exchange Control Information.

If you are resident or domiciled in Brazil, you will be required to submit annually a declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights is equal to or greater than US$100,000. Assets and rights that must be reported include Shares. Foreign individuals holding Brazilian visas are considered Brazilian residents for purposes of this reporting requirement and must declare at least the assets held abroad that were acquired subsequent to the date of admittance as a resident of Brazil.

Tax Financial Transaction (IOF). Payments to foreign countries and repatriation of funds into Brazil, and the conversion between BRL and USD associated with such fund transfers, may be subject to the Tax on Financial Transaction. It is your responsibility to comply with any applicable Tax on Financial Transaction arising from participation in the Plan. You should consult with your personal tax advisor for additional details.

SINGAPORE

NOTIFICATIONS

Securities Law Information.

The grant of this Award is being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. You should note that this Award is subject to section 257 of the SFA and you will not be able to make (i) any subsequent sale of Shares in Singapore or (ii) any offer of such subsequent sale of Shares in Singapore, unless such sale or offer is (a) more than six months after the Grant Date or (b) made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA.

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CEO/Director Notification Requirement.

If you are the chief executive officer (“CEO”), director, associate director or shadow director of the Company’s Singapore Affiliate, you are subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify the Singapore Affiliate in writing when you receive an interest (e.g., this Award, Shares) in the Company or Affiliate. In addition, you must notify the Singapore Affiliate when you sell Shares (including when you sell Shares issued upon settlement of this Award). These notifications must be made within two business days of acquiring or disposing of any interest in the Company or any Affiliate. In addition, a notification of your interests in the Company or Affiliate must be made within two business days of becoming the CEO or a director.

SPAIN

TERMS AND CONDITIONS

Nature of Grant.

This provision supplements the Acknowledgement of Nature of Award section of the Award Agreement including this Exhibit B:

In accepting this Award, you consent to participation in the Plan and acknowledge that you have received a copy of the Plan.

You understand and agree that, as a condition of this Award, except as provided for in the Award Agreement, the termination of your Service for any reason (including for the reasons listed below) will automatically result in the loss of this Award that has not vested on the date of termination.

You understand and agree that, unless otherwise provided in the Award Agreement, the vesting and settlement of this Award is expressly conditioned on your continuous Service such that if your employment or rendering of Service terminates for any reason whatsoever, this Award will cease vesting immediately effective as of the date of such termination for any reason including, but not limited to: disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985.

Furthermore, you understand that the Company has unilaterally, gratuitously and discretionally decided to grant this Award under the Plan to individuals who may be employees of the Company or any Affiliate. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or its Affiliates on an ongoing basis other than to the extent set forth in the Award Agreement. Consequently, you understand that

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this Award is granted on the assumption and condition that this Award and the Shares issued upon settlement shall not become a part of any employment or service contract (either with the Company, the Employer or any other Affiliate) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, you understand that the grant of this Award would not be made to you but for the assumptions and conditions referred to above; thus, you acknowledge and freely accept that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant to you of this Award shall be null and void.

NOTIFICATIONS

Securities Law Information.

This Award and the Shares described in the Award Agreement do not qualify under Spanish regulations as securities. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory. The Award Agreement has not been nor will it be registered with the Comisión Nacional del Mercado de Valores, and does not constitute a public offering prospectus.

Exchange Control Information.

To participate in the Plan, you must comply with exchange control regulations in Spain. You are required to declare electronically to the Bank of Spain any securities accounts (including brokerage accounts held abroad), as well as the Shares held in such accounts, depending on the value of the transactions during the prior tax year or the balances in such accounts as of December 31 of the prior tax year.

The acquisition of Shares and the sale of Shares must also be declared for statistical purposes to the Dirección General de Comercio e Inversiones (the “DGCI”) of the Ministry of Industry, Tourism and Commerce. Because you will not purchase or sell the Shares through the use of a Spanish financial institution, you must make the declaration by filing a D-6 form with the DGCI. Generally, the D-6 form must be filed each January while the Shares are owned or to report the sale of Shares.

When receiving foreign currency payments derived from the ownership of Shares (i.e., dividends or sale proceeds) exceeding €50,000, you must inform the financial institution receiving the payment of the basis upon which such payment is made. You will need to provide the institution with the following information: (i) your name, address, and fiscal identification number; (ii) the name and corporate domicile of the Company; (iii) the amount of the payment; (iv) the currency used; (v) the country of origin; (vi) the reasons for the payment; and (vii) any further information that may be required.

Foreign Asset/Account Reporting Information.

To the extent that you hold rights or assets (e.g., Shares, cash, etc.) in a bank or brokerage account outside of Spain with a value in excess of €50,000 per type of right or asset as of December 31 each year, you are required to report information on such rights and assets on your tax return for such year. Shares acquired under the Plan constitute securities for purposes of this requirement, but this Award (whether vested or unvested) is not considered an asset or right for purposes of this requirement.

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If applicable, you must report the rights or assets on Form 720 by no later than March 31 following the end of the relevant year. After such rights or assets are initially reported, the reporting obligation will only apply for subsequent years if the value of any previously-reported rights or assets increases by more than €20,000. Failure to comply with this reporting requirement may result in penalties to you. Accordingly, you are advised to consult your personal tax and legal advisors to ensure that you are properly complying with your reporting obligations.

In addition, you are required to electronically declare to the Bank of Spain any securities accounts (including brokerage accounts held abroad), as well as the securities held in such accounts if the value of the transactions for all such accounts during the prior tax year or the balances in such accounts as of December 31 of the prior tax year exceeds €1,000,000.

SWITZERLAND

NOTIFICATIONS

Securities Law Information.

The offer of this Award is considered a private offering in Switzerland and is therefore not subject to registration in Switzerland.

UNITED KINGDOM

TERMS & CONDITIONS

Tax Acknowledgment.

The following provisions supplement the Taxes section of the Award Agreement, including this Exhibit B:

You shall pay to the Company or the Employer the amount of income tax that the Company or the Employer may be required to account to HM Revenue & Customs (“HMRC”) with respect to the event giving rise to the income tax (the “Taxable Event”) that cannot be satisfied by the means described in the Award Agreement. If payment or withholding of the income tax is not made within ninety (90) days of the end of the U.K. tax year in which the Taxable Event occurs or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), then the amount that should have been withheld shall constitute a loan owed by you to the Employer, effective on the Due Date. You agree that the loan will bear interest at the HMRC official rate and will be immediately due and repayable by you, and the Company and/or the Employer may recover it at any time thereafter by any of the means set forth in Award Agreement.

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Notwithstanding the foregoing, if you are an executive officer or director (as within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the terms of the immediately foregoing provision will not apply. In the event that you are an executive officer or director, as defined above, and income tax due is not collected from or paid by you by the Due Date, the amount of any uncollected income tax may constitute a benefit to you on which additional income tax and National Insurance contributions may be payable. You will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer, as applicable, for the value of any employee National Insurance contributions due on this additional benefit which the Company and/or the Employer may recover by any of the means set forth in the Award Agreement.

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EXHIBIT C

RESTAURANT BRANDS INTERNATIONAL INC.

2014 OMNIBUS INCENTIVE PLAN

ADDITIONAL TERMS AND CONDITIONS TO THE

BASE MATCHING RESTRICTED STOCK UNIT AWARD AGREEMENT FOR

PARTICIPANTS IN CANADA

Certain capitalized terms used but not defined in this Exhibit C have the meanings set forth in the Restaurant Brands International Inc. 2014 Omnibus Incentive Plan (the “Plan”) and/or the Base Matching Restricted Stock Unit Award Agreement (the “Award Agreement”).

TERMS AND CONDITIONS

This Exhibit C includes additional terms and conditions that govern this Award granted to you under the Plan if you reside and/or work in Canada. If you are a citizen or resident of a country other than Canada, transfer employment after this Award is granted or are considered a resident of another country for local law purposes, the Committee shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply to you.

NOTIFICATIONS

This Exhibit C also includes information regarding securities, exchange controls, tax and certain other issues of which you should be aware with respect to participation in the Plan. The information is based on the securities, exchange control, and other laws in effect in Canada as of January 2016. Such laws are often complex and change frequently. As a result, the Company strongly recommends that you not rely on the information in this Exhibit C as the only source of information relating to the consequences of your participation in the Plan because the information may be out of date at the time the RSUs subject to this Award vest and settle or you sell Shares acquired under the Plan.

In addition, the information contained herein is general in nature and may not apply to your particular situation, and the Company is not in a position to assure you of a particular result. Accordingly, you are advised to seek appropriate professional advice as to how the relevant laws in Canada may apply to your situation.

Finally, if you are a citizen or resident of a country other than Canada, transfer employment after this Award is granted or are considered a resident of another country for local law purposes, the information contained herein may not be applicable to you.

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TERMS AND CONDITIONS

Taxes

Prior to settlement of this Award, you will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, you authorize the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by you from your wages or other cash compensation paid to you by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under local law, the Company may in its sole and absolute discretion (1) permit you to direct the Company to arrange for the sale of Shares that you acquire to meet the withholding obligation for Tax-Related Items (on your behalf pursuant to this authorization without further consent), and/or (2) permit you to surrender to the Company the number of vested RSUs necessary to satisfy the minimum withholding amount (such number of vested RSUs determined by dividing the minimum withholding amount by the Fair Market Value of a Share on the applicable date).

The following provisions will apply to you if you are a resident of Quebec:

Language Consent.

The parties acknowledge that it is their express wish that the Award Agreement, as well as all addenda, documents, notices, and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Les parties reconnaissent avoir exigé la rédaction en anglais de cette Convention, ainsi que de tous documents exécutés, avis donnés et procédures judiciaries intentées, directement ou indirectement, relativement à ou suite à la présente convention.

Data Privacy Notice and Consent.

This provision supplements the Data Privacy Notice and Consent section of the Award Agreement:

You hereby authorize the Company and the Company’s representatives to discuss and obtain all relevant information from all personnel, professional or non-professional, involved in the administration of the Plan. You further authorize the Company, its Affiliates and the Committee to disclose and discuss the Plan with their advisors. You further authorize the Employer, the Company, and any other Affiliate to record such information and to keep such information in your employee file.

NOTIFICATIONS

Securities Law Information.

You acknowledge that you are permitted to sell Shares acquired under the Plan through the designated broker appointed under the Plan, if any, provided the sale of the Shares acquired under the Plan takes place through the facilities of a stock exchange on which the Shares are listed (i.e., the New York Stock Exchange or the Toronto Stock Exchange).

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Foreign Asset/Account Reporting Information.

You must report annually on Form T1135 (Foreign Income Verification Statement) the foreign property you hold (including any Shares acquired under the Plan, if held outside Canada), if the total value of such foreign property exceeds C$100,000 at any time during the year. The unvested portion of this Award also must be reported (generally at nil cost) on Form 1135 if the C$100,000 threshold is exceeded due to other foreign property you hold. If Shares are acquired, the cost generally is their adjusted cost base (the “ACB”). The ACB would normally equal the Fair Market Value of the Shares at the time of acquisition, but if you own other Shares, the ACB may have to be averaged with the ACB of the other Shares. The form must be filed by April 30 of the following year. You should consult with a personal advisor to ensure you comply with the applicable reporting obligation.

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EX-10.35B

Exhibit 10.35(b)

RESTAURANT BRANDS INTERNATIONAL INC.

2014 OMNIBUS INCENTIVE PLAN

ADDITIONAL MATCHING RESTRICTED STOCK UNIT AWARD

AGREEMENT

Unless defined in this Additional Matching Restricted Stock Unit Award Agreement (the “Award Agreement”), capitalized terms will have the same meanings ascribed to them in the Restaurant Brands International Inc. 2014 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”).

Pursuant to Section 8 of the Plan, you have been granted Restricted Stock Units (the “Additional RSUs” or “RSUs”) on the following terms and subject to the provisions of the Plan, which is incorporated herein by reference. You have also been granted RSUs (the “Base RSUs”) pursuant to a Base Matching Restricted Stock Unit Award Agreement (the “Base RSU Award Agreement”). The Base RSUs and Additional RSUs are granted in connection with your purchase of Shares in the Company’s 2015 Bonus Swap Program (the “Related Shares”). In the event of a conflict between the provisions of the Plan and this Award Agreement, the provisions of the Plan will govern.

Total Number of Additional RSUs:	[                    ]
Grant Date:	February 26, 2016
Vesting Date:	100% of the Additional RSUs will vest on December 31, 2020, subject to your continued Service through the Vesting Date and further subject to the Section entitled “Termination” in Exhibit A.

By your acceptance of this Award Agreement, you and the Company agree that this Award of RSUs is granted under and governed by the terms and conditions of the Plan, the terms and conditions set forth in the attached Exhibit A, and the general terms and conditions for employees outside the U.S. and any special terms and conditions for your country set forth in Exhibits B and C. Exhibits A, B and C constitute part of this Award Agreement.

PARTICIPANT	RESTAURANT BRANDS INTERNATIONAL INC.
	By:
Name:	Name:	Jill Granat
	Title:	EVP and General Counsel

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EXHIBIT A

TERMS AND CONDITIONS OF THE

ADDITIONAL MATCHING RESTRICTED STOCK UNIT AWARD

AGREEMENT

No Payment for Shares.

No payment is required for Shares that you receive under this Award.

Restricted Stock Units.

Each RSU represents a right to receive one Share subject to the terms and conditions of the Plan and this Award Agreement.

Vesting.

The RSUs will vest on the Vesting Date as set forth in this Award Agreement. Subject to the section below entitled “Termination,” the RSUs will vest only while you are employed by the Company or any of its Affiliates on the Vesting Date.

Adjustment for Certain Events.

If and to the extent that it would not cause a violation of Section 409A of the Code or other applicable law, if any Corporate Event described in Section 5(d) of the Plan shall occur, the Committee shall make an adjustment as described in such Section 5(d) in such manner as the Committee may, in its sole discretion, deem appropriate and equitable to prevent substantial dilution or enlargement of the rights provided under this Award.

Termination.

Upon termination of your Service (other than as set forth below) prior to the Vesting Date, you will forfeit all of your RSUs that are unvested at the time of termination without any consideration due to you. For the purposes of the Plan and this Award Agreement, your Service will not be deemed to be terminated in the event that you transfer employment from the Company to any Affiliate or from an Affiliate to the Company or another Affiliate, as the case may be.

If your Service terminates on or after December 31, 2017 (but prior to the Vesting Date) Without Cause or by reason of your Retirement (as defined below), you shall be vested in the number of RSUs as if the RSUs subject to this Award vested 40% on December 31, 2017, 60% on December 31, 2018, 80% on December 31, 2019 and 100% on December 31, 2020, and you shall be entitled to receive a number of Shares equal to the number of vested RSUs in accordance with the section entitled “Settlement of RSUs”. For the avoidance of doubt, if your Service terminates prior to December 31, 2017 Without Cause or by reason of your Retirement, you will forfeit all of your RSUs.

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If your Service terminates prior to the Vesting Date by reason of Disability (as defined below), you shall be vested in the number of RSUs as if the RSUs subject to this Award vested 20% on each of December 31, 2016, December 31, 2017, December 31, 2018, December 31, 2019 and December 31, 2020, respectively, and you shall be entitled to receive a number of Shares equal to the number of vested RSUs in accordance with the section entitled “Settlement of RSUs”.

If your Service terminates prior to the Vesting Date by reason of your death, your Beneficiary shall be vested in the number of RSUs as if the RSUs subject to this Award vested 20% on December 31, 2016, 40% on December 31, 2017 and 100% on December 31, 2018, and your Beneficiary shall be entitled to receive a number of Shares equal to the number of RSUs vested on the date of your death in accordance with the section entitled “Settlement of RSUs”.

The date of termination of your Service will not be extended by any period of notice of termination of employment, payment in lieu of notice or severance mandated under local law, whether statutory, contractual or at common law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law) regardless of the reason for such termination and whether or not later found to be invalid or in breach of laws in the jurisdiction where you are rendering Service or the terms of your Employment Agreement, if any). The Committee shall have the exclusive discretion to determine the date of termination of your Service for purposes of this Award.

In the event that there is a conflict between the terms of this Award Agreement regarding the effect of a termination of your Service on this Award and the terms of any Employment Agreement, the terms of your Employment Agreement will govern.

Subject to any terms and conditions that the Committee may impose in accordance with Section 13 of the Plan, in the event that a Change in Control occurs and, within twelve (12) months following the date of such Change in Control, your Service is terminated by the Company Without Cause (as defined herein), this Award shall vest in full upon such termination. In the event that there is a conflict between the terms of this Award Agreement regarding the effect of a Change in Control on this Award and the terms of any Employment Agreement, the terms of this Award Agreement will govern.

For purposes of this Award Agreement, the following terms shall have the following meanings:

“Cause” means (i) a material breach by you of any of your obligations under any written employment agreement with the Company or any of its Affiliates, (ii) a material violation by you of any of the policies, procedures, rules and regulations of the Company or any of its Affiliates applicable to employees or other service providers generally or to employees or other service providers at your grade level; (iii) the failure by you to reasonably and substantially perform your duties to the Company or its Affiliates (other than as a result of physical or mental illness or injury); (iv) your willful misconduct or gross negligence that has caused or is reasonably expected to result in

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material injury to the business, reputation or prospects of the Company or any of its Affiliates; (v) your fraud or misappropriation of funds; or (vi) the commission by you of a felony or other serious crime involving moral turpitude; provided that if you are a party to an Employment Agreement at the time of termination of your Service and such Employment Agreement contains a different definition of “cause” (or any derivation thereof), the definition in such Employment Agreement will control for purposes of this Award Agreement.

If you are terminated Without Cause and, within the twelve (12) month period subsequent to such termination of your Service, the Company determines that your Service could have been terminated for Cause, subject to anything to the contrary that may be contained in your Employment Agreement at the time of termination of your Service, your Service will, at the election of the Company, be deemed to have been terminated for Cause, effective as of the date the events giving rise to Cause occurred.

“Disability” means (i) a physical or mental condition entitling you to benefits under the long-term disability policy of the company covering you or (ii) in the absence of any such policy, a physical or mental condition rendering you unable to perform your duties for the Company or any Affiliate for a period of six (6) consecutive months or longer.

“Retirement” means a termination of Service by you on or after the later of (i) your 55^th birthday and (ii) your completion of five years of Service with the Company or its Affiliates.

“Vesting Date” means December 31, 2020 or such earlier vesting as may be provided in this Award Agreement.

“Without Cause” means a termination of your Service by you for “Good Reason,” if you have an Employment Agreement that defines the term “Good Reason”, or by your employer (the “Employer”) other than any such termination by your Employer for Cause or due to your death or Disability; provided that if you are a party to an Employment Agreement at the time of termination of your Service and such Employment Agreement contains a different definition of “without cause” (or any derivation thereof), the definition in such Employment Agreement will control for purposes of this Award Agreement. Notwithstanding the foregoing, if you are a party to an Employment Agreement at the time of termination of your Service and such Employment Agreement provides that a termination of your Service by you for “Good Reason” constitutes termination of your Service “Without Cause”, such termination for Good Reason shall not constitute termination Without Cause for purposes of the acceleration of your RSUs following a Change in Control.

Forfeiture of Unvested Base RSUs and Additional RSUs upon the Transfer of Related Shares.

If you Transfer (other than pursuant to the laws of descent and distribution) 50% or less of the Related Shares before the Vesting Date, you will immediately forfeit (i) a

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number of unvested Base RSUs determined in accordance with the Base RSU Award Agreement, and (ii) 100% of the Additional RSUs. If you Transfer (other than pursuant to the laws of descent) more than 50% of the Related Shares before the Vesting Date, you will immediately forfeit 100% of the Base RSUs and 100% of the Additional RSUs.

Settlement of RSUs.

The Company shall deliver to you (or your Beneficiary, if applicable) a number of Shares equal to the number of RSUs that vest in accordance with this Award Agreement as soon as practicable (but in no event more than 60 days) following the Vesting Date. You will have no rights of a shareholder with respect to the RSUs until such Shares have been delivered to you.

Dividend Equivalents.

During the term of this Award Agreement, you shall be automatically granted additional RSUs with respect to a number of Shares (rounded to six decimal places) having a Fair Market Value as of the applicable dividend payment date equal to the value of any dividends or other distributions that would have been distributed to you if each of the Shares to be delivered to you upon settlement of the RSUs instead was an issued and outstanding Share owned by you (“Dividend Equivalents”). The additional RSUs granted to you as Dividend Equivalents shall be subject to the same terms and conditions under this Award Agreement as the RSUs to which they relate, and shall be settled (rounded down to the nearest whole number) and vest in the same manner and at the same times as the RSUs to which they relate. Each Dividend Equivalent shall be treated as a separate payment for purposes of Section 409A of the Code.

Taxes.

Regardless of any action the Company or your Employer takes with respect to any or all income tax, social security or insurance, fringe benefit tax, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant, vesting or settlement of RSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends or Dividend Equivalents; and (2) do not commit to structure the terms of the grant or any aspect of this Award to reduce or eliminate your liability for Tax-Related Items.

Prior to settlement of this Award, you will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, you authorize the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by you from your wages or other cash compensation paid to you by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under local law, the Company may in its sole and absolute

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discretion (1) sell or arrange for the sale of Shares that you acquire to meet the withholding obligation for Tax-Related Items (on your behalf pursuant to this authorization without further consent), and/or (2) withhold the amount of Shares necessary to satisfy the Tax-Related Items.

Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case I may receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, you are deemed to have been issued the full number of Shares subject to the vested RSU, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items.

Finally, you will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to deliver the Shares if you fail to comply with your obligations in connection with the Tax-Related Items as described in this section.

No Guarantee of Continued Service.

You acknowledge and agree that the vesting of this Award on the Vesting Date is earned only by performing continuing Service (not through the act of being hired or being granted this Award). You further acknowledge and agree that this Award Agreement, the transactions contemplated hereunder and the Vesting Date shall not be construed as giving you the right to be retained in the employ of, or to continue to provide services to, the Company or any Affiliate. Further, the Company or the applicable Affiliate may at any time dismiss you, free from any liability, or any claim under the Plan, unless otherwise expressly provided in any other agreement binding you, the Company or the applicable Affiliate. The receipt of this Award is not intended to confer any rights on you except as set forth in this Award Agreement.

Termination for Cause; Restrictive Covenants.

In consideration for the grant of this Award and for other good and valuable consideration, the sufficiency of which is acknowledged by you, you agree as follows:

Upon (i) a termination of your Service for Cause, (ii) a retroactive termination of your Service for Cause as permitted herein or under your Employment Agreement, or (iii) a violation of any post-termination restrictive covenant (including, without limitation, non-disclosure, non-competition and/or non-solicitation) contained in your Employment Agreement, any separation or termination or similar agreement you may enter into with the Company or one of its Affiliates in connection with termination of your Service, any Award you hold shall be immediately forfeited and the Company may require that you repay (with interest or appreciation (if any), as applicable, determined up to the date payment is made), and you shall promptly repay, to the Company, the Fair Market Value

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(in cash or in Shares) of any Shares received upon the settlement of RSUs during the period beginning on the date that is one year before the date of your termination and ending on the first anniversary of the date of your termination. The Fair Market Value of any such Shares shall be determined as of the date on which the RSUs were settled.

Company’s Right of Offset.

If you become entitled to a distribution of benefits under this Award, and if at such time you have any outstanding debt, obligation, or other liability representing an amount owing to the Company or any of its Affiliates, then the Company or its Affiliates, upon a determination by the Committee, and to the extent permitted by applicable law and not causing a violation of Section 409A of the Code, may offset such amount so owing against the amount of benefits otherwise distributable. Such determination shall be made by the Committee.

Acknowledgment of Nature of Award.

In accepting the grant of this Award, you acknowledge that:

(a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, as provided in the Plan;

(b) the grant of this Award is voluntary, occasional and discretionary and does not create any contractual or other right to receive future awards of RSUs, or benefits in lieu of RSUs even if RSUs have been awarded in the past;

(c) all decisions with respect to future awards, if any, will be at the sole discretion of the Company;

(d) your participation in the Plan is voluntary;

(e) this Award and any Shares acquired under the Plan, and the income and value of same, are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculation of any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;

(f) the future value of the underlying Shares is unknown and cannot be predicted with certainty;

(g) if you receive Shares, the value of such Shares acquired upon settlement may increase or decrease in value; and

(h) no claim or entitlement to compensation or damages arises from termination of this Award, and no claim or entitlement to compensation or damages shall arise from any diminution in value of the RSUs or Shares received upon settlement of the RSUs resulting from termination of your Service by the Employer, and you irrevocably release the Company and the Employer from any such claim that may arise.

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Securities Laws.

By accepting this Award, you acknowledge that Canadian or other applicable securities laws, including, without limitation, U.S. securities laws and/or the Company’s policies regarding trading in its securities, may limit or restrict your right to buy or sell Shares, including, without limitation, sales of Shares acquired in connection with this Award. You agree to comply with all Canadian and any other applicable securities law requirements, including, without limitation, any U.S. securities law requirements and Company policies, as such laws and policies are amended from time to time.

Data Privacy Notice and Consent.

You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Award Agreement by and among, as applicable, the Employer, the Company, its Subsidiaries and its Affiliates or such third party administrator as designated by the Committee in its sole and absolute discretion for the exclusive purpose of implementing, administering and managing your participation in the Plan.

You understand that the Company, the Employer and/or such third party administrator as designated by the Committee in its sole and absolute discretion may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance or social security number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all RSUs or any other entitlement to Shares awarded, canceled, vested, unvested or outstanding in your favor (“Data”), for the exclusive purpose of implementing, administering and managing your participation in the Plan. You understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in your country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country. You understand that, if you reside in the European Economic Area, you may request a list with the names and addresses of any potential recipients of Data by contacting your local human resources representative. You authorize the recipients to receive, possess, use, retain and transfer Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required to a broker, escrow agent or other third party with whom the Shares received upon settlement of RSUs may be deposited. You understand that, if you reside in the European Economic Area, Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local human resources representative. You understand that refusal or withdrawal of consent may affect your

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ability to participate in the Plan. Further, you understand that you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your employment status or Service and career with the Employer will not be affected; the only consequence of refusing or withdrawing your consent is that the Company would not be able to grant you RSUs or other awards or administer or maintain such awards. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.

Limits on Transferability; Beneficiaries.

This Award shall not be pledged, hypothecated or otherwise encumbered or subject to any lien, obligation or liability to any party, or Transferred, otherwise than by your will or the laws of descent and distribution or to a Beneficiary upon your death, except that this Award may be Transferred to one or more Beneficiaries or other Transferees during your lifetime with the consent of the Committee. A Beneficiary, Transferee, or other person claiming any rights under this Award Agreement shall be subject to all terms and conditions of the Plan and this Award Agreement, except as otherwise determined by the Committee, and to any additional terms and conditions deemed necessary or appropriate by the Committee.

No Transfer to any executor or administrator of your estate or to any Beneficiary by will or the laws of descent and distribution of any rights in respect of this Award shall be effective to bind the Company unless the Committee shall have been furnished with (i) written notice thereof and with a copy of the will and/or such evidence as the Committee may deem necessary to establish the validity of the Transfer and (ii) the written agreement of the Transferee to comply with all the terms and conditions applicable to this Award and any Shares received upon settlement of RSUs that are or would have been applicable to you.

No Compensation Deferrals.

Neither the Plan, nor this Award Agreement is intended to provide for a deferral of compensation that would subject the RSUs to taxation prior to the issuance of Shares as a result of Section 409A of the Code. Notwithstanding anything to the contrary in the Plan, or this Award Agreement, the Company reserves the right to revise this Award Agreement as it deems necessary or advisable, in its sole discretion and without your consent, to comply with Section 409A of the Code or to otherwise avoid imposition of any additional tax or income recognition under Section 409A of the Code prior to the actual payment of Shares pursuant to this Award. If you are subject to U.S. taxes, all RSUs to which you are entitled will be issued to you on the applicable settlement date of the RSUs, as described above in the section entitled “Settlement of RSUs.”

Entire Agreement; Governing Law; Jurisdiction; Waiver of Jury Trial.

The Plan, this Award Agreement and, to the extent applicable, your Employment Agreement or any separation agreement constitute the entire agreement of the parties

9

with respect to the subject matter hereof and supersede in their entirety all prior undertakings, representations and agreements (whether oral or written) of the Company and you with respect to the subject matter hereof. This Award Agreement may not be modified in a manner that adversely affects your rights heretofore granted under the Plan, except with your consent or to comply with applicable law or to the extent permitted under other provisions of the Plan. This Award Agreement is governed by the laws of Canada applicable in the Province of Ontario, without regard to its principles of conflict of laws.

ANY ACTION OR PROCEEDING AGAINST THE PARTIES RELATING IN ANY WAY TO THIS AWARD OR THE AWARD AGREEMENT MAY BE BROUGHT EXCLUSIVELY IN THE COURTS OF THE PROVINCE OF ONTARIO, AND YOU IRREVOCABLY SUBMIT TO THE JURISDICTION OF SUCH COURTS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING. ANY ACTIONS OR PROCEEDINGS TO ENFORCE A JUDGMENT ISSUED BY ONE OF THE FOREGOING COURTS MAY BE ENFORCED IN ANY JURISDICTION.

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, YOU HEREBY WAIVE, AND COVENANT THAT YOU WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM OR PROCEEDING ARISING OUT OF THIS AWARD AGREEMENT OR THE SUBJECT MATTER HEREOF, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER IN CONTRACT, TORT OR OTHERWISE.

By signing this Award Agreement, you acknowledge receipt of a copy of the Plan and represent that you are familiar with the terms and conditions of the Plan, and hereby accept this Award subject to all provisions in this Award Agreement and in the Plan. You hereby agree to accept as final, conclusive and binding all decisions or interpretations of the Committee upon any questions arising under the Plan or this Award Agreement.

Electronic Delivery and Acceptance.

The Company may, in its sole discretion, decide to deliver any documents related to this Award or future awards that may be awarded under the Plan by electronic means or request your consent to participate in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

Agreement Severable.

In the event that any provision in this Award Agreement will be held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Award Agreement.

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Language.

If you have received this Award Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

Non-U.S. Terms and Conditions.

Notwithstanding any provision in this Award Agreement, if you work and/or reside outside the U.S., this Award shall be subject to the general terms and conditions and the special terms and conditions for your country set forth in Exhibits B and C, as applicable. Moreover, if you relocate to one of the countries included in Exhibits B or C, the general terms and conditions and the special terms and conditions for such country will apply to you, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Exhibits B and C constitute part of this Award Agreement.

Waiver.

You acknowledge that a waiver by the Company of breach of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of this Award Agreement, or of any subsequent breach by you or any other Participant.

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EXHIBIT B

RESTAURANT BRANDS INTERNATIONAL INC.

2014 OMNIBUS INCENTIVE PLAN

ADDITIONAL TERMS AND CONDITIONS TO THE

ADDITIONAL MATCHING RESTRICTED STOCK UNIT AWARD AGREEMENT FOR PARTICIPANTS

OUTSIDE THE U.S.

Certain capitalized terms used but not defined in this Exhibit B have the meanings set forth in the Restaurant Brands International Inc. 2014 Omnibus Incentive Plan (the “Plan”) and/or the Additional Matching Restricted Stock Unit Award Agreement (the “Award Agreement”).

TERMS AND CONDITIONS

This Exhibit B includes additional terms and conditions that govern this Award granted to you under the Plan if you reside and/or work outside the U.S. and/or in one of the countries listed below. If you are a citizen or resident of a country other than the one in which you are currently residing and/or working, transfer employment and/or residency after this Award is granted or are considered a resident of another country for local law purposes, the Committee shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply to you.

NOTIFICATIONS

This Exhibit B also includes information regarding securities, exchange controls, tax and certain other issues of which you should be aware with respect to participation in the Plan. The information is based on the securities, exchange control, and other laws in effect in the respective countries as of January 2016. Such laws are often complex and change frequently. As a result, the Company strongly recommends that you not rely on the information in this Exhibit B as the only source of information relating to the consequences of your participation in the Plan because the information may be out of date at the time you vest in this Award or sell Shares acquired under the Plan.

In addition, the information contained herein is general in nature and may not apply to your particular situation, and the Company is not in a position to assure you of a particular result. Accordingly, you are advised to seek appropriate professional advice as to how the relevant laws in your country may apply to your situation.

Finally, if you are a citizen or resident of a country other than the one in which you are currently residing and/or working, transfer employment and/or residency after this Award is granted or are considered a resident of another country for local law purposes, the information contained herein may not be applicable to you.

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GENERAL TERMS AND CONDITIONS FOR PARTICIPANTS OUTSIDE THE U.S.

The following terms and conditions apply to you if you reside and/or work outside of the U.S. and supplement the entire Award Agreement generally:

Entire Agreement.

If you reside and/or work outside the U.S., in no event will any aspect of this Award be determined in accordance with your Employment Agreement (or other Service contract). The terms and conditions of this Award will be solely determined in accordance with the provisions of the Plan and the Award Agreement, including this Exhibit B, which supersede and replace any prior agreement, either written or verbal (including your Employment Agreement, if applicable) in relation to this Award.

Retirement.

Notwithstanding the favorable treatment that is potentially available upon a termination due to Retirement (as set forth in the Termination section of the Award Agreement), if the Company receives an opinion of counsel that there has been a legal judgment and/or legal development in your jurisdiction that would likely result in this favorable treatment upon termination due to Retirement being deemed unlawful and/or discriminatory, then the favorable Retirement treatment will not apply at the time your Service terminates and the Award will be forfeited if your Service ends before the Vesting Date for any reason other than as set forth in the Termination section of the Award Agreement.

Taxes.

The following provisions supplement the Taxes section of the Award Agreement:

You acknowledge that your liability for Tax-Related Items may exceed the amount withheld by the Company and/or the Employer.

If you have become subject to tax in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Limits on Transferability; Beneficiaries.

The following provision supplements the Limits on Transferability; Beneficiaries section of the Award Agreement:

If you are located outside the U.S., this Award may not be Transferred to a designated Beneficiary and may only be Transferred upon your death to your legal heirs in accordance with applicable laws of descent and distribution. In no case may this Award be Transferred to another individual during your lifetime.

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Acknowledgement of Nature of Award.

The following provisions supplement the Acknowledgment of Nature of Award section of the Award Agreement:

You acknowledge the following with respect to this Award:

(a) The Award and any Shares acquired under the Plan, and the income and value of same, are not intended to replace any pension rights or compensation.

(b) In no event should this Award or any Shares acquired under the Plan, and the income and value of same, be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any other Affiliate.

(c) Neither the Company, the Employer nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of this Award or of any amounts due to you pursuant to settlement of this Award or the subsequent sale of any Shares acquired upon settlement.

(d) Unless otherwise agreed with the Company, this Award and any Shares acquired upon the settlement of this Award, and the value and income of same, are not granted as consideration for, or in connection with, any service you may provide as a director of any Affiliate.

No Advice Regarding Award.

The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying Shares. You are hereby advised to consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.

Insider Trading Restrictions/Market Abuse Laws.

You acknowledge that you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to acquire or sell Shares or rights to Shares under the Plan during such times as you are considered to have “inside information” regarding the Company (as defined by the laws in your country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. You acknowledge that it is your responsibility to comply with any applicable restrictions, and you are advised to speak to your personal advisor on this matter.

Foreign Asset/Account Reporting Requirements.

You acknowledge that there may be certain foreign asset and/or account reporting requirements which may affect your ability to acquire or hold the Shares acquired under

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the Plan or cash received from participating in the Plan (including from any dividends paid on the Shares acquired under the Plan) in a brokerage or bank account outside your country. You may be required to report such accounts, assets or transactions to the tax or other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of participating in the Plan to your country through a designated bank or broker within a certain time after receipt. You acknowledge that it is your responsibility to be compliant with such regulations, and you are advised to speak to your personal advisor on this matter.

Imposition of Other Requirements.

The Company reserves the right to impose other requirements on your participation in the Plan, on this Award and on any Shares acquired upon settlement of this Award, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

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TERMS AND CONDITIONS AND NOTIFICATIONS FOR PARTICIPANTS OUTSIDE THE U.S. AND CANADA

BRAZIL

TERMS AND CONDITIONS

Compliance with Law.

By accepting this Award, you acknowledge that you agree to comply with applicable Brazilian laws and pay any Tax-Related Items associated with participation in the Plan, including the settlement of this Award, the receipt of any dividends or Dividend Equivalents, and the sale of Shares acquired under the Plan.

NOTIFICATIONS

Exchange Control Information.

If you are resident or domiciled in Brazil, you will be required to submit annually a declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights is equal to or greater than US$100,000. Assets and rights that must be reported include Shares. Foreign individuals holding Brazilian visas are considered Brazilian residents for purposes of this reporting requirement and must declare at least the assets held abroad that were acquired subsequent to the date of admittance as a resident of Brazil.

Tax Financial Transaction (IOF). Payments to foreign countries and repatriation of funds into Brazil, and the conversion between BRL and USD associated with such fund transfers, may be subject to the Tax on Financial Transaction. It is your responsibility to comply with any applicable Tax on Financial Transaction arising from participation in the Plan. You should consult with your personal tax advisor for additional details.

SINGAPORE

NOTIFICATIONS

Securities Law Information.

The grant of this Award is being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. You should note that this Award is subject to section 257 of the SFA and you will not be able to make (i) any subsequent sale of Shares in Singapore or (ii) any offer of such subsequent sale of Shares in Singapore, unless such sale or offer is (a) more than six months after the Grant Date or (b) made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA.

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CEO/Director Notification Requirement.

If you are the chief executive officer (“CEO”), director, associate director or shadow director of the Company’s Singapore Affiliate, you are subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify the Singapore Affiliate in writing when you receive an interest (e.g., this Award, Shares) in the Company or Affiliate. In addition, you must notify the Singapore Affiliate when you sell Shares (including when you sell Shares issued upon settlement of this Award). These notifications must be made within two business days of acquiring or disposing of any interest in the Company or any Affiliate. In addition, a notification of your interests in the Company or Affiliate must be made within two business days of becoming the CEO or a director.

SPAIN

TERMS AND CONDITIONS

Nature of Grant.

This provision supplements the Acknowledgement of Nature of Award section of the Award Agreement including this Exhibit B:

In accepting this Award, you consent to participation in the Plan and acknowledge that you have received a copy of the Plan.

You understand and agree that, as a condition of this Award, except as provided for in the Award Agreement, the termination of your Service for any reason (including for the reasons listed below) will automatically result in the loss of this Award that has not vested on the date of termination.

You understand and agree that, unless otherwise provided in the Award Agreement, the vesting and settlement of this Award is expressly conditioned on your continuous Service such that if your employment or rendering of Service terminates for any reason whatsoever, this Award will cease vesting immediately effective as of the date of such termination for any reason including, but not limited to: disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985.

Furthermore, you understand that the Company has unilaterally, gratuitously and discretionally decided to grant this Award under the Plan to individuals who may be employees of the Company or any Affiliate. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or its Affiliates on an ongoing basis other than to the extent set forth in the Award Agreement. Consequently, you understand that

17

this Award is granted on the assumption and condition that this Award and the Shares issued upon settlement shall not become a part of any employment or service contract (either with the Company, the Employer or any other Affiliate) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, you understand that the grant of this Award would not be made to you but for the assumptions and conditions referred to above; thus, you acknowledge and freely accept that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant to you of this Award shall be null and void.

NOTIFICATIONS

Securities Law Information.

This Award and the Shares described in the Award Agreement do not qualify under Spanish regulations as securities. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory. The Award Agreement has not been nor will it be registered with the Comisión Nacional del Mercado de Valores, and does not constitute a public offering prospectus.

Exchange Control Information.

To participate in the Plan, you must comply with exchange control regulations in Spain. You are required to declare electronically to the Bank of Spain any securities accounts (including brokerage accounts held abroad), as well as the Shares held in such accounts, depending on the value of the transactions during the prior tax year or the balances in such accounts as of December 31 of the prior tax year.

The acquisition of Shares and the sale of Shares must also be declared for statistical purposes to the Dirección General de Comercio e Inversiones (the “DGCI”) of the Ministry of Industry, Tourism and Commerce. Because you will not purchase or sell the Shares through the use of a Spanish financial institution, you must make the declaration by filing a D-6 form with the DGCI. Generally, the D-6 form must be filed each January while the Shares are owned or to report the sale of Shares.

When receiving foreign currency payments derived from the ownership of Shares (i.e., dividends or sale proceeds) exceeding €50,000, you must inform the financial institution receiving the payment of the basis upon which such payment is made. You will need to provide the institution with the following information: (i) your name, address, and fiscal identification number; (ii) the name and corporate domicile of the Company; (iii) the amount of the payment; (iv) the currency used; (v) the country of origin; (vi) the reasons for the payment; and (vii) any further information that may be required.

Foreign Asset/Account Reporting Information.

To the extent that you hold rights or assets (e.g., Shares, cash, etc.) in a bank or brokerage account outside of Spain with a value in excess of €50,000 per type of right or asset as of December 31 each year, you are required to report information on such rights and assets on your tax return for such year. Shares acquired under the Plan constitute securities for purposes of this requirement, but this Award (whether vested or unvested) is not considered an asset or right for purposes of this requirement.

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If applicable, you must report the rights or assets on Form 720 by no later than March 31 following the end of the relevant year. After such rights or assets are initially reported, the reporting obligation will only apply for subsequent years if the value of any previously-reported rights or assets increases by more than €20,000. Failure to comply with this reporting requirement may result in penalties to you. Accordingly, you are advised to consult your personal tax and legal advisors to ensure that you are properly complying with your reporting obligations.

In addition, you are required to electronically declare to the Bank of Spain any securities accounts (including brokerage accounts held abroad), as well as the securities held in such accounts if the value of the transactions for all such accounts during the prior tax year or the balances in such accounts as of December 31 of the prior tax year exceeds €1,000,000.

SWITZERLAND

NOTIFICATIONS

Securities Law Information.

The offer of this Award is considered a private offering in Switzerland and is therefore not subject to registration in Switzerland.

UNITED KINGDOM

TERMS & CONDITIONS

Tax Acknowledgment.

The following provisions supplement the Taxes section of the Award Agreement, including this Exhibit B:

You shall pay to the Company or the Employer the amount of income tax that the Company or the Employer may be required to account to HM Revenue & Customs (“HMRC”) with respect to the event giving rise to the income tax (the “Taxable Event”) that cannot be satisfied by the means described in the Award Agreement. If payment or withholding of the income tax is not made within ninety (90) days of the end of the U.K. tax year in which the Taxable Event occurs or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), then the amount that should have been withheld shall constitute a loan owed by you to the Employer, effective on the Due Date. You agree that the loan will bear interest at the HMRC official rate and will be immediately due and repayable by you, and the Company and/or the Employer may recover it at any time thereafter by any of the means set forth in Award Agreement.

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Notwithstanding the foregoing, if you are an executive officer or director (as within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the terms of the immediately foregoing provision will not apply. In the event that you are an executive officer or director, as defined above, and income tax due is not collected from or paid by you by the Due Date, the amount of any uncollected income tax may constitute a benefit to you on which additional income tax and National Insurance contributions may be payable. You will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer, as applicable, for the value of any employee National Insurance contributions due on this additional benefit which the Company and/or the Employer may recover by any of the means set forth in the Award Agreement.

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EXHIBIT C

RESTAURANT BRANDS INTERNATIONAL INC.

2014 OMNIBUS INCENTIVE PLAN

ADDITIONAL TERMS AND CONDITIONS TO THE

ADDITIONAL MATCHING RESTRICTED STOCK UNIT AWARD AGREEMENT FOR PARTICIPANTS IN CANADA

Certain capitalized terms used but not defined in this Exhibit C have the meanings set forth in the Restaurant Brands International Inc. 2014 Omnibus Incentive Plan (the “Plan”) and/or the Additional Matching Restricted Stock Unit Award Agreement (the “Award Agreement”).

TERMS AND CONDITIONS

This Exhibit C includes additional terms and conditions that govern this Award granted to you under the Plan if you reside and/or work in Canada. If you are a citizen or resident of a country other than Canada, transfer employment after this Award is granted or are considered a resident of another country for local law purposes, the Committee shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply to you.

NOTIFICATIONS

This Exhibit C also includes information regarding securities, exchange controls, tax and certain other issues of which you should be aware with respect to participation in the Plan. The information is based on the securities, exchange control, and other laws in effect in Canada as of February 2016. Such laws are often complex and change frequently. As a result, the Company strongly recommends that you not rely on the information in this Exhibit C as the only source of information relating to the consequences of your participation in the Plan because the information may be out of date at the time the RSUs subject to this Award vest and settle or you sell Shares acquired under the Plan.

In addition, the information contained herein is general in nature and may not apply to your particular situation, and the Company is not in a position to assure you of a particular result. Accordingly, you are advised to seek appropriate professional advice as to how the relevant laws in Canada may apply to your situation.

Finally, if you are a citizen or resident of a country other than Canada, transfer employment after this Award is granted or are considered a resident of another country for local law purposes, the information contained herein may not be applicable to you.

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TERMS AND CONDITIONS

Taxes

Prior to settlement of this Award, you will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, you authorize the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by you from your wages or other cash compensation paid to you by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under local law, the Company may in its sole and absolute discretion (1) permit you to direct the Company to arrange for the sale of Shares that you acquire to meet the withholding obligation for Tax-Related Items (on your behalf pursuant to this authorization without further consent), and/or (2) permit you to surrender to the Company the number of vested RSUs necessary to satisfy the minimum withholding amount (such number of vested RSUs determined by dividing the minimum withholding amount by the Fair Market Value of a Share on the applicable date).

The following provisions will apply to you if you are a resident of Quebec:

Language Consent.

The parties acknowledge that it is their express wish that the Award Agreement, as well as all addenda, documents, notices, and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Les parties reconnaissent avoir exigé la rédaction en anglais de cette Convention, ainsi que de tous documents exécutés, avis donnés et procédures judiciaries intentées, directement ou indirectement, relativement à ou suite à la présente convention.

Data Privacy Notice and Consent.

This provision supplements the Data Privacy Notice and Consent section of the Award Agreement:

You hereby authorize the Company and the Company’s representatives to discuss and obtain all relevant information from all personnel, professional or non-professional, involved in the administration of the Plan. You further authorize the Company, its Affiliates and the Committee to disclose and discuss the Plan with their advisors. You further authorize the Employer, the Company, and any other Affiliate to record such information and to keep such information in your employee file.

NOTIFICATIONS

Securities Law Information.

You acknowledge that you are permitted to sell Shares acquired under the Plan through the designated broker appointed under the Plan, if any, provided the sale of the Shares acquired under the Plan takes place through the facilities of a stock exchange on which the Shares are listed (i.e., the New York Stock Exchange or the Toronto Stock Exchange).

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Foreign Asset/Account Reporting Information.

You must report annually on Form T1135 (Foreign Income Verification Statement) the foreign property you hold (including any Shares acquired under the Plan, if held outside Canada), if the total value of such foreign property exceeds C$100,000 at any time during the year. The unvested portion of this Award also must be reported (generally at nil cost) on Form 1135 if the C$100,000 threshold is exceeded due to other foreign property you hold. If Shares are acquired, the cost generally is their adjusted cost base (the “ACB”). The ACB would normally equal the Fair Market Value of the Shares at the time of acquisition, but if you own other Shares, the ACB may have to be averaged with the ACB of the other Shares. The form must be filed by April 30 of the following year. You should consult with a personal advisor to ensure you comply with the applicable reporting obligation.

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EX-10.35C

Exhibit 10.35(c)

RESTAURANT BRANDS INTERNATIONAL INC.

2014 OMNIBUS INCENTIVE PLAN

PERFORMANCE AWARD AGREEMENT

Unless defined in this Performance Award Agreement (this “Award Agreement”), capitalized terms will have the same meanings ascribed to them in the Restaurant Brands International Inc. 2014 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”).

Pursuant to Sections 8 and 10 of the Plan, you have been granted a Performance Award (the “Award”) on the following terms and subject to the provisions of the Plan, which is incorporated herein by reference.

Performance Award:	Restricted Stock Units (the “Performance Units”) with respect to a maximum of [                ] Shares if         % of the Performance Target is achieved, a maximum of [                ] Shares if the Performance Target is achieved (the “Target Number of Performance Units”), and a maximum of [                ] Shares if         % of the Performance Target is achieved, for the Performance Period
Grant Date:	February 26, 2016

By your acceptance of this Award of Performance Units, you and the Company agree that this Award of Performance Units is granted under and governed by the terms and conditions of the Plan and the terms and conditions set forth in the attached Exhibit A and the general terms and conditions for employees outside the U.S. and any special terms and conditions for your country set forth in Exhibits B and C. Exhibits A, B, and C constitute part of this Award Agreement.

PARTICIPANT	RESTAURANT BRANDS INTERNATIONAL INC.
	By:
Name:	Name:	Jill Granat
	Title:	EVP, General Counsel

A-1

EXHIBIT A

TERMS AND CONDITIONS OF THE

PERFORMANCE AWARD

Definitions

For purposes of this Award Agreement, the following terms shall have the following meanings:

“Achievement Percentage” has the meaning set forth in the section below entitled “Number of Earned Performance Units”.

“Adjusted EBITDA” means EBITDA excluding the impact of share-based compensation and non-cash incentive compensation expense, (income) loss from equity method investments, net of cash distributions received from equity method investments, other operating (income) expenses, net, and all other specifically identified costs associated with non-recurring projects.

“Cause” means (i) a material breach by you of any of your obligations under any written employment agreement with the Company or any of its Affiliates, (ii) a material violation by you of any of the policies, procedures, rules and regulations of the Company or any of its Affiliates applicable to employees or other service providers generally or to employees or other service providers at your grade level; (iii) the failure by you to reasonably and substantially perform your duties to the Company or its Affiliates (other than as a result of physical or mental illness or injury); (iv) your willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its Affiliates; (v) your fraud or misappropriation of funds; or (vi) the commission by you of a felony or other serious crime involving moral turpitude; provided that if you are a party to an Employment Agreement at the time of termination of your Service and such Employment Agreement contains a different definition of “cause” (or any derivation thereof), the definition in such Employment Agreement will control for purposes of this Award Agreement.

If you are terminated Without Cause and, within the twelve (12) month period subsequent to such termination of your Service, the Company determines that your Service could have been terminated for Cause, subject to anything to the contrary that may be contained in your Employment Agreement at the time of termination of your Service, your Service will, at the election of the Company, be deemed to have been terminated for Cause, effective as of the date the events giving rise to Cause occurred.

“Earned Performance Units” has the meaning set forth in the Section below entitled “Number of Earned Performance Units”.

“Organic Adjusted EBITDA” means Adjusted EBITDA, excluding the impact of foreign currency exchange rates and excluding the impact of acquisitions and divestitures.

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“Performance Achieved” means the actual Performance Measure achieved by the Company, as determined at the end of the Performance Period.

“Performance Measure” means the Company’s compounded Organic Adjusted EBITDA annual growth rate over the Performance Period (the “3-year EBITDA CAGR”).

“Performance Period” means the period included in the 3-year EBITDA CAGR beginning on January 1, 2015 and ending on December 31, 2018 (i.e., the 2016 calendar year over the 2015 calendar year; the 2017 calendar year over the 2016 calendar year; and the 2018 calendar year over the 2017 calendar year).

“Performance Target” means a 3-year EBITDA CAGR equal to         %.

“Performance Units” means the restricted stock units granted pursuant to this Award.

“Target Number of Performance Units” means the number of Performance Units with respect to the number of Shares reflected in this Agreement that you could receive if         % of the Performance Target is achieved for the Performance Period. The Target Number of Performance Units is set forth on the cover page of this Award Agreement.

“Vesting Date” means February 26, 2021 or such earlier vesting date as may be provided in this Award Agreement.

“Without Cause” means a termination of your Service by your employer (the “Employer”) other than any such termination by your Employer for Cause or due to your death or disability; provided that if you are a party to an Employment Agreement at the time of termination of your Service and such Employment Agreement contains a different definition of “without cause” (or any derivation thereof), the definition in such Employment Agreement will control for purposes of this Award Agreement.

Vesting.

The Earned Performance Units will vest on the Vesting Date, subject to satisfaction of the Performance Target required to be met in order for the Earned Performance Units to be earned under the Plan and subject to your continued Service through the Vesting Date and to the Sections below entitled “Determination of Number of Earned Performance Units” and “Termination” below.

No Payment for Shares.

No payment is required for Performance Units or Shares that you receive under this Award.

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Nature of Award.

This Award represents the opportunity to receive the number of Shares equal to the Earned Performance Units earned as provided for below under “Number of Earned Performance Units,” subject to the section above entitled “Vesting” and to the sections below entitled “Settlement of Performance Units” and “Termination”.

Number of Earned Performance Units.

The number of Performance Units earned at the end of the Performance Period (the “Earned Performance Units”), if any, will be based on the percentage achievement (the “Achievement Percentage”) of the Performance Target, as follows:

Performance Level	3-year EBITDA CAGR	Achievement Percentage	Percentage of Earned Performance Units
Below Threshold
Threshold
Target
Maximum

The Achievement Percentage shall be calculated by dividing the Performance Achieved by the Performance Target, rounded down to the nearest whole percentage. For example, if the Performance Achieved is         %, then the Achievement Percentage shall be         %, or         % divided by the Performance Target of         %.

If the Achievement Percentage is between         % and         %, the Percentage of Earned Performance Units shall be equal to the Achievement Percentage. For example, if your Achievement Percentage is         %, then the Percentage of Earned Performance Units is equal to         %, and the number of Earned Performance Units at the end of the Performance Period shall be equal to the Target Number of Performance Units multiplied by         %.

If the Achievement Percentage of the Performance Target is between         % and         %, then for every one percentage point below         %, the Percentage of Earned Performance Units shall be reduced by two percentage points. Therefore, the Percentage of Earned Performance Units shall be calculated as the difference between         % and the Achievement Percentage, multiplied by two, and then by subtracting this amount from         %. For example, if the Achievement Percentage is         %, then the Percentage of Earned Performance Units shall equal         %, or (        % minus         %) multiplied by 2, and then subtracting this amount from         %.

All Earned Performance Units will vest on the Vesting Date and will settle in accordance with the section below entitled, “Settlement of Earned Performance Units”.

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Settlement of Earned Performance Units.

The Company shall deliver to you that number of Shares equal to the aggregate number of Earned Performance Units for the Performance Period, if any, as determined in accordance with the section entitled “Number of Earned Performance Units” above, on or as soon as practicable (but no later than 60 days) after the Vesting Date, subject to the section entitled “Termination” below. You will have no rights of a shareholder with respect to the Shares until such Shares have been delivered to you.

Adjustment for Certain Events.

If and to the extent that it would not cause a violation of Section 409A of the Code or other applicable law, if any Corporate Event described in Section 5(d)(ii) of the Plan shall occur, the Committee shall make an adjustment as described in such Section 5(d)(ii) in such manner as the Committee may, in its sole discretion, deem appropriate and equitable to prevent substantial dilution or enlargement of the rights provided under this Award.

Termination.

Upon termination of your Service (other than as set forth below) prior to the Vesting Date, you will forfeit all of your Performance Units (including your Earned Performance Units) without any consideration due to you. For the purposes of the Plan and this Award Agreement, your Service will not be deemed to be terminated in the event that you transfer employment from the Company to any Affiliate or from an Affiliate to the Company or another Affiliate, as the case may be.

If your Service terminates on or after February 26, 2019 Without Cause or by reason of your Retirement (as defined below), you shall be vested in the number of Earned Performance Units, as determined in accordance with the section entitled “Number of Earned Performance Units” above, as if the Earned Performance Units subject to this Award vested 30% on February 26, 2019, 40% on February 26, 2020 and 100% on February 26, 2021, and you shall be entitled to receive a number of Shares equal to the number of vested Earned Performance Units in accordance with the section entitled “Settlement of Performance Units”. For example, if the Achievement Percentage for the Performance Period is 100%, and your Service terminates on March 31, 2019, you would be entitled to receive 30% of the Target Number of Performance Units in settlement of your Earned Performance Units. For the avoidance of doubt, if your Service terminates prior to February 26, 2019 Without Cause or by reason of your Retirement, you will forfeit all of your Performance Units (including your Earned Performance Units).

If your Service terminates prior to the Vesting Date by reason of Disability (as defined below), you shall be vested in the number of Earned Performance Units, as determined in accordance with the section entitled “Number of Earned Performance Units” above, as if the Earned Performance Units subject to this Award vested 20% on each of February 26, 2017, February 26, 2018, February 26, 2019, February 26, 2020 and

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February 26, 2021, respectively, and you shall be entitled to receive a number of Shares equal to the number of vested Earned Performance Units in accordance with the section entitled “Settlement of Earned Performance Units”. Notwithstanding the foregoing, if your Service terminates on or before the last day of the Performance Period by reason of your Disability, then for purposes of determining the number of Shares to be delivered to you by reason of your Disability, your Earned Performance Units shall be equal to the Target Number of Performance Units, multiplied by the applicable vesting percentage.

If your Service terminates prior to the Vesting Date by reason of your death, your Beneficiary shall be vested in the number of Earned Performance Units, as determined in accordance with the section entitled “Number of Earned Performance Units” above, as if the Earned Performance Units subject to this Award vested 20% on February 26, 2017, 40% on February 26, 2018 and 100% on February 26, 2019. In such event, your Beneficiary shall be entitled to receive a number of Shares equal to the number of Earned Performance Units vested on the date of your death in accordance with the section entitled “Settlement of Performance Units”. Notwithstanding the foregoing, if your Service terminates on or before the last day of the Performance Period by reason of your death, then for purposes of determining the number of Shares to be delivered to your Beneficiary by reason of your death, your Earned Performance Units shall be equal to the Target Number of Performance Units, multiplied by the applicable vesting percentage.

The date of termination of your Service will not be extended by any period of notice of termination of employment, payment in lieu of notice or severance mandated under local law, whether statutory, contractual or at common law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law) regardless of the reason for such termination and whether or not later found to be invalid or in breach of laws in the jurisdiction where you are rendering Service or the terms of your Employment Agreement, if any). The Committee shall have the exclusive discretion to determine the date of termination of your Service for purposes of this Award.

In the event that there is a conflict between the terms of this Award Agreement regarding the effect of a termination of your Service on this Award and the terms of any Employment Agreement, the terms of your Employment Agreement will govern.

Subject to any terms and conditions that the Committee may impose in accordance with Section 13 of the Plan, in the event that a Change in Control occurs and, within twelve (12) months following the date of such Change in Control, your Service is terminated by the Company Without Cause (as defined herein), your Earned Performance Units shall vest in full upon such termination. In such event, the number of your Earned Performance Units, and thus the number of Shares that you would be entitled to receive, shall be calculated in accordance with the sections entitled “Number of Earned Performance Units” and “Settlement of Earned Performance Units”; provided, however, that if the Change in Control occurs prior to the expiration of the Performance Period, then for purposes of determining the number of Shares to be delivered to you by reason of your termination, your Earned Performance Units shall be equal to your Target Number of Performance Units. In the event that there is a conflict between the terms of this Award Agreement regarding the effect of a Change in Control on this Award and the terms of any Employment Agreement, the terms of this Award Agreement will govern.

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Taxes.

Regardless of any action the Company or your Employer takes with respect to any or all income tax, social security or insurance, government-sponsored pension plan, unemployment insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant, vesting or settlement of Performance Units, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends or Dividend Equivalents; and (2) do not commit to structure the terms of the grant or any aspect of this Award to reduce or eliminate your liability for Tax-Related Items.

Prior to settlement of this Award, you will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, you authorize the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by you from your wages or other cash compensation paid to you by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under local law, the Company may in its sole and absolute discretion (1) sell or arrange for the sale of Shares that you acquire to meet the withholding obligation for Tax-Related Items (on your behalf pursuant to this authorization without further consent), and/or (2) withhold the amount of Shares necessary to satisfy the Tax-Related Items.

Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case I may receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, you are deemed to have been issued the full number of Shares subject to the vested RSU, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items.

Finally, you will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to deliver the Shares if you fail to comply with your obligations in connection with the Tax-Related Items as described in this section.

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Dividend Equivalents.

During the Performance Period, you shall be credited with additional Performance Units (based on the Target Number of Performance Units) with respect to the number of Shares (rounded to six decimal places) having a Fair Market Value as of the applicable dividend payment date equal to the value of any dividends or other distributions that would have been distributed to you if each of the Shares to be delivered to you upon settlement of the Performance Units instead was an issued and outstanding Share owned by you (“Dividend Equivalents”). After the expiration of the Performance Period, the Target Number of Performance Units and the relevant accrued number of Dividend Equivalents shall be collectively adjusted based on the Achievement Percentage and rounded to six decimal places. Thereafter, for the remainder of the term of this Award Agreement, you shall be credited with Dividend Equivalents based on the number of Earned Performance Units. The additional Performance Units credited to you as Dividend Equivalents shall be subject to the same terms and conditions under this Award Agreement as the Performance Units to which they relate, and shall vest and be earned and settled (rounded down to the nearest whole number) in the same manner and at the same times as Performance Units to which they relate. Each Dividend Equivalent shall be treated as a separate payment for purposes of Section 409A of the Code.

No Guarantee of Continued Service.

You acknowledge and agree that the vesting of this Award on the Vesting Date is earned only by performing continuing Service (not through the act of being hired or being granted this Award). You further acknowledge and agree that this Award Agreement, the transactions contemplated hereunder and the Vesting Date shall not be construed as giving you the right to be retained in the employ of, or to continue to provide Service to, the Company or any Affiliate. Further, the Company or the applicable Affiliate may at any time dismiss you, free from any liability, or any claim under the Plan, unless otherwise expressly provided in any other agreement binding you, the Company or the applicable Affiliate. The receipt of this Award is not intended to confer any rights on you except as set forth in this Award Agreement.

Termination for Cause; Restrictive Covenants.

In consideration for the grant of this Award and for other good and valuable consideration, the sufficiency of which is acknowledged by you, you agree as follows:

Upon (i) a termination of your Service for Cause, (ii) a retroactive termination of your Service for Cause as permitted herein or under your Employment Agreement, or (iii) a violation of any post-termination restrictive covenant (including, without limitation, non-disclosure, non-competition and/or non-solicitation) contained in your Employment Agreement, any separation or termination or similar agreement you may enter into with the Company or one of its Affiliates in connection with termination of your Service, any Award you hold shall be immediately forfeited and the Company may require that you repay (with interest or appreciation (if any), as applicable, determined up to the date payment is made), and you shall promptly repay, to the Company, the Fair Market Value (in cash or in Shares) of any Shares received upon the settlement of Performance Units during the period beginning on the date that is one year before the date of your termination and ending on the first anniversary of the date of your termination. The Fair Market Value of any such Shares shall be determined as of the date on which the Performance Units were settled.

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Company’s Right of Offset.

If you become entitled to a distribution of benefits under this Award, and if at such time you have any outstanding debt, obligation, or other liability representing an amount owing to the Company or any of its Affiliates, then the Company or its Affiliates, upon a determination by the Committee, and to the extent permitted by applicable law and it would not cause a violation of Section 409A of the Code, may offset such amount so owing against the amount of benefits otherwise distributable. Such determination shall be made by the Committee.

Acknowledgment of Nature of Award.

In accepting this Award, you acknowledge that:

(a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, as provided in the Plan;

(b) the Award is voluntary, occasional and discretionary and does not create any contractual or other right to receive future awards of Performance Units, or benefits in lieu of Performance Units even if Performance Units have been awarded repeatedly in the past;

(c) all decisions with respect to future awards, if any, will be at the sole discretion of the Company;

(d) your participation in the Plan is voluntary;

(e) this Award and any Shares acquired under the Plan, and the income and value of same, are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculation of any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;

(f) the future value of the underlying Shares is unknown and cannot be predicted with certainty;

(g) if you receive Shares, the value of such Shares acquired upon settlement may increase or decrease in value; and

(h) no claim or entitlement to compensation or damages arises from termination of this Award, and no claim or entitlement to compensation or damages shall arise from any diminution in value of the Performance Units or Shares received upon settlement of Performance Units resulting from termination of your Service by the Employer and you irrevocably release the Company and the Employer from any such claim that may arise.

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Securities Laws.

By accepting this Award, you acknowledge that Canadian or other applicable securities laws, including, without limitation, U.S. securities laws, and/or the Company’s policies regarding trading in its securities may limit or restrict your right to buy or sell Shares, including, without limitation, sales of Shares acquired in connection with this Award. You agree to comply with all Canadian and any other applicable securities law requirements, including, without limitation, any U.S. securities law requirements, and Company policies, as such laws and policies are amended from time to time.

Data Privacy Notice and Consent.

You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Award Agreement by and among, as applicable, the Employer, the Company and its Affiliates or such third party administrator as designated by the Committee in its sole and absolute discretion for the exclusive purpose of implementing, administering and managing your participation in the Plan.

You understand that the Company, the Employer and/or such third party administrator as designated by the Committee in its sole and absolute discretion may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance or social security number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of this Award or any other entitlement to Shares awarded, canceled, vested, unvested or outstanding in your favor (“Data”), for the exclusive purpose of implementing, administering and managing your participation in the Plan. You understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in your country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country. You understand that you may request a list with the names and addresses of any potential recipients of Data by contacting your local human resources representative. You authorize the recipients to receive, possess, use, retain and transfer Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required to a broker, escrow agent or other third party with whom the Shares received upon settlement of Performance Units may be deposited. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local human resources representative. You understand that refusal or withdrawal of consent may affect your ability to participate in the Plan. Further, you understand that you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your employment status or Service and career with the Employer will not be affected; the only consequence of refusing or withdrawing your

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consent is that the Company would not be able to grant you Performance Units or other Awards or administer or maintain such Awards. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.

Limits on Transferability; Beneficiaries.

This Award shall not be pledged, hypothecated or otherwise encumbered or subject to any lien, obligation or liability to any party, or Transferred, otherwise than by your will or the laws of descent and distribution or to a Beneficiary upon your death, except that this Award may be Transferred to one or more Beneficiaries or other Transferees during your lifetime with the consent of the Committee. A Beneficiary, Transferee, or other person claiming any rights under this Award Agreement shall be subject to all terms and conditions of the Plan and this Award Agreement, except as otherwise determined by the Committee, and to any additional terms and conditions deemed necessary or appropriate by the Committee.

No Transfer to any executor or administrator of your estate or to any Beneficiary by will or the laws of descent and distribution of any rights in respect of this Award shall be effective to bind the Company unless the Committee shall have been furnished with (i) written notice thereof and with a copy of the will and/or such evidence as the Committee may deem necessary to establish the validity of the Transfer and (ii) the written agreement of the Transferee to comply with all the terms and conditions applicable to this Award and any Shares received upon settlement of Performance Units that are or would have been applicable to you.

No Compensation Deferrals.

Neither the Plan, nor this Award Agreement is intended to provide for a deferral of compensation that would subject the Performance Units to taxation prior to the issuance of Shares as a result of Section 409A of the Code. Notwithstanding anything to the contrary in the Plan, or this Award Agreement, the Company reserves the right to revise this Award Agreement as it deems necessary or advisable, in its sole discretion and without your consent, to comply with Section 409A of the Code or to otherwise avoid imposition of any additional tax or income recognition under Section 409A of the Code prior to the actual payment of Shares pursuant to this Award. If you are subject to U.S. taxes, all Shares to which you are entitled will be issued to you on the applicable settlement date of the Performance Units, as described above in the section entitled “Settlement”.

Notwithstanding the foregoing, the Company does not make any representation to you that this Award is exempt from, or satisfies, the requirements of Section 409A, and the Company shall have no liability or other obligation to indemnify or hold harmless you or any Beneficiary for any tax, additional tax, interest or penalties that you or any Beneficiary may incur in the event that any provision of this Agreement, or any amendment or modification thereof or any other action taken with respect thereto, is deemed to violate any of the requirements of Section 409A.

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Entire Agreement; Governing Law; Jurisdiction; Waiver of Jury Trial.

The Plan, this Award Agreement and, to the extent applicable, your Employment Agreement or any separation agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings, representations and agreements (whether oral or written) of the Company and you with respect to the subject matter hereof. This Award Agreement may not be modified in a manner that adversely affects your rights heretofore granted under the Plan, except with your consent or to comply with applicable law or to the extent permitted under other provisions of the Plan. This Award Agreement is governed by the laws of the Province of Ontario and the laws of Canada applicable in the Province of Ontario, without regard to its principles of conflict of laws.

ANY ACTION OR PROCEEDING AGAINST THE PARTIES RELATING IN ANY WAY TO THIS AGREEMENT MAY BE BROUGHT EXCLUSIVELY IN THE COURTS OF THE PROVINCE OF ONTARIO, AND YOU IRREVOCABLY SUBMIT TO THE JURISDICTION OF SUCH COURTS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING. ANY ACTIONS OR PROCEEDINGS TO ENFORCE A JUDGMENT ISSUED BY ONE OF THE FOREGOING COURTS MAY BE ENFORCED IN ANY JURISDICTION.

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, YOU HEREBY WAIVE, AND COVENANT THAT YOU WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM OR PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER IN CONTRACT, TORT OR OTHERWISE.

By signing this Award Agreement, you acknowledge receipt of a copy of the Plan and represent that you are familiar with the terms and conditions of the Plan, and hereby accept this Award subject to all provisions in this Award Agreement and in the Plan. You hereby agree to accept as final, conclusive and binding all decisions or interpretations of the Committee upon any questions arising under the Plan or this Award Agreement.

Electronic Delivery and Acceptance.

The Company may, in its sole discretion, decide to deliver any documents related to this Award or future awards that may be awarded under the Plan by electronic means or request your consent to participate in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

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Agreement Severable.

In the event that any provision in this Award Agreement will be held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Award Agreement.

Language.

If you have received this Award Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

Non-U.S. Terms and Conditions.

Notwithstanding any provision in this Award Agreement, if you work and/or reside outside the U.S., this Award shall be subject to the general terms and conditions and the special terms and conditions for your country set forth in Exhibits B and C, as applicable. Moreover, if you relocate to one of the countries included in Exhibits B or C, the general terms and conditions and the special terms and conditions for such country will apply to you, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Exhibits B and C constitute part of this Award Agreement.

Waiver.

You acknowledge that a waiver by the Company of breach of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of this Award Agreement, or of any subsequent breach by you or any other participant.

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EXHIBIT B

RESTAURANT BRANDS INTERNATIONAL INC.

2014 OMNIBUS INCENTIVE PLAN

ADDITIONAL TERMS AND CONDITIONS OF THE

PERFORMANCE AWARD AGREEMENT FOR PARTICIPANTS

OUTSIDE THE U.S.

Certain capitalized terms used but not defined in this Appendix A have the meanings set forth in the Restaurant Brands International Inc. 2014 Omnibus Incentive Plan (the “Plan”) and/or the Performance Award Agreement (the “Award Agreement”).

TERMS AND CONDITIONS

This Exhibit B includes additional terms and conditions that govern this Award granted to you under the Plan if you reside and/or work outside the U.S. and Canada and/or in one of the countries listed below. If you are a citizen or resident of a country other than the one in which you are currently residing and/or working, transfer employment and/or residency after this Award is granted or are considered a resident of another country for local law purposes, the Committee shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply to you.

NOTIFICATIONS

This Exhibit B also includes information regarding securities, exchange controls, tax and certain other issues of which you should be aware with respect to participation in the Plan. The information is based on the securities, exchange control, and other laws in effect in the respective countries as of January 2016. Such laws are often complex and change frequently. As a result, the Company strongly recommends that you not rely on the information in this Exhibit B as the only source of information relating to the consequences of your participation in the Plan because the information may be out of date at the time you vest in this Award or sell Shares acquired under the Plan.

In addition, the information contained herein is general in nature and may not apply to your particular situation, and the Company is not in a position to assure you of a particular result. Accordingly, you are advised to seek appropriate professional advice as to how the relevant laws in your country may apply to your situation.

Finally, if you are a citizen or resident of a country other than the one in which you are currently residing and/or working, transfer employment and/or residency after this Award is granted or are considered a resident of another country for local law purposes, the information contained herein may not be applicable to you.

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GENERAL TERMS AND CONDITIONS FOR PARTICIPANTS OUTSIDE THE U.S.

The following terms and conditions apply to you if you reside and/or work outside of the U.S. and supplement the entire Award Agreement, generally:

Entire Agreement.

If you reside and/or work outside the U.S., in no event will any aspect of this Award be determined in accordance with your Employment Agreement (or other Service contract). The terms and conditions of this Award will be solely determined in accordance with the provisions of the Plan and the Award Agreement, including this Exhibit B, which supersede and replace any prior agreement, either written or verbal (including your Employment Agreement, if applicable) in relation to this Award.

Retirement.

Notwithstanding the favorable treatment that is potentially available upon a termination due to Retirement (as set forth in the Termination section of the Award Agreement), if the Company receives an opinion of counsel that there has been a legal judgment and/or legal development in your jurisdiction that would likely result in this favorable treatment upon termination due to Retirement being deemed unlawful and/or discriminatory, then the favorable Retirement treatment will not apply at the time your Service terminates and the Award will be forfeited if your Service ends before the Vesting Date for any reason other than as set forth in the Termination section of the Award Agreement.

Taxes.

The following provisions supplement the Taxes section of the Award Agreement:

You acknowledge that your liability for Tax-Related Items may exceed the amount withheld by the Company and/or the Employer.

If you have become subject to tax in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Limits on Transferability; Beneficiaries.

The following provision supplements the Limits on Transferability; Beneficiaries section of the Award Agreement:

If you are located outside the U.S., this Award may not be Transferred to a designated Beneficiary and may only be Transferred upon your death to your legal heirs in accordance with applicable laws of descent and distribution. In no case may this Award be Transferred to another individual during your lifetime.

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Acknowledgement of Nature of Award.

The following provisions supplement the Acknowledgment of Nature of Award section of the Award Agreement:

You acknowledge the following with respect to this Award:

(a) The Award and any Shares acquired under the Plan, and the income and value of same, are not intended to replace any pension rights or compensation.

(b) In no event should this Award or any Shares acquired under the Plan, and the income and value of same, be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any other Affiliate.

(c) Neither the Company, the Employer nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of this Award or of any amounts due to you pursuant to settlement of this Award or the subsequent sale of any Shares acquired upon settlement.

(d) Unless otherwise agreed with the Company, this Award and any Shares acquired upon the settlement of this Award, and the value and income of same, are not granted as consideration for, or in connection with, any service you may provide as a director of any Affiliate.

No Advice Regarding Award.

The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying Shares. You are hereby advised to consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.

Insider Trading Restrictions/Market Abuse Laws.

You acknowledge that you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to acquire or sell Shares or rights to Shares under the Plan during such times as you are considered to have “inside information” regarding the Company (as defined by the laws in your country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. You acknowledge that it is your responsibility to comply with any applicable restrictions, and you are advised to speak to your personal advisor on this matter.

Foreign Asset/Account Reporting Requirements.

You acknowledge that there may be certain foreign asset and/or account reporting requirements which may affect your ability to acquire or hold the Shares acquired under the Plan or cash received from participating in the Plan (including from any dividends paid on the Shares acquired under the Plan) in a brokerage or bank account outside your country. You may be required to report such accounts, assets or transactions to the tax or

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other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of participating in the Plan to your country through a designated bank or broker within a certain time after receipt. You acknowledge that it is your responsibility to be compliant with such regulations, and you are advised to speak to your personal advisor on this matter.

Imposition of Other Requirements.

The Company reserves the right to impose other requirements on your participation in the Plan, on this Award and on any Shares acquired upon settlement of this Award, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

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COUNTRY-SPECIFIC TERMS AND CONDITIONS AND NOTIFICATIONS FOR PARTICIPANTS OUTSIDE THE U.S. AND CANADA

BRAZIL

TERMS AND CONDITIONS

Compliance with Law.

By accepting this Award, you acknowledge that you agree to comply with applicable Brazilian laws and pay any Tax-Related Items associated with participation in the Plan, including the settlement of this Award, the receipt of any dividends or Dividend Equivalents, and the sale of Shares acquired under the Plan.

NOTIFICATIONS

Exchange Control Information.

If you are resident or domiciled in Brazil, you will be required to submit annually a declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights is equal to or greater than US$100,000. Assets and rights that must be reported include Shares. Foreign individuals holding Brazilian visas are considered Brazilian residents for purposes of this reporting requirement and must declare at least the assets held abroad that were acquired subsequent to the date of admittance as a resident of Brazil.

Tax Financial Transaction (IOF). Payments to foreign countries and repatriation of funds into Brazil, and the conversion between BRL and USD associated with such fund transfers, may be subject to the Tax on Financial Transaction. It is your responsibility to comply with any applicable Tax on Financial Transaction arising from participation in the Plan. You should consult with your personal tax advisor for additional details.

SINGAPORE

NOTIFICATIONS

Securities Law Information.

The grant of this Award is being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. You should note that this Award is subject to section 257 of the SFA and you will not be able to make (i) any subsequent sale of Shares in Singapore or (ii) any offer of such subsequent sale of Shares in Singapore, unless such sale or offer in is (a) more than six months after the Grant Date or (b) made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA.

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CEO/Director Notification Requirement.

If you are the chief executive officer (“CEO”), director, associate director or shadow director of the Company’s Singapore Affiliate, you are subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify the Singapore Affiliate in writing when you receive an interest (e.g., this Award, Shares) in the Company or Affiliate. In addition, you must notify the Singapore Affiliate when you sell Shares (including when you sell Shares issued upon settlement of this Award). These notifications must be made within two business days of acquiring or disposing of any interest in the Company or any Affiliate. In addition, a notification of your interests in the Company or Affiliate must be made within two business days of becoming the CEO or a director.

SPAIN

TERMS AND CONDITIONS

Nature of Grant.

This provision supplements the Acknowledgement of Nature of Award section of the Award Agreement including this Exhibit B:

In accepting this Award, you consent to participation in the Plan and acknowledge that you have received a copy of the Plan.

You understand and agree that, as a condition of this Award, except as provided for in the Award Agreement, the termination of your Service for any reason (including for the reasons listed below) will automatically result in the loss of this Award that has not vested on the date of termination.

You understand and agree that, unless otherwise provided in the Award Agreement, the vesting and settlement of this Award is expressly conditioned on your continuous Service such that if your employment or rendering of Service terminates for any reason whatsoever, this Award will cease vesting immediately effective as of the date of such termination for any reason including, but not limited to: disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985.

Furthermore, you understand that the Company has unilaterally, gratuitously and discretionally decided to grant this Award under the Plan to individuals who may be employees of the Company or any Affiliate. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or its Affiliates on an ongoing basis other than to the extent set forth in the Award Agreement. Consequently, you understand that

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this Award is granted on the assumption and condition that this Award and the Shares issued upon settlement shall not become a part of any employment or service contract (either with the Company, the Employer or any other Affiliate) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, you understand that the grant of this Award would not be made to you but for the assumptions and conditions referred to above; thus, you acknowledge and freely accept that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant to you of this Award shall be null and void.

NOTIFICATIONS

Securities Law Information.

This Award and the Shares described in the Award Agreement do not qualify under Spanish regulations as securities. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory. The Award Agreement has not been nor will it be registered with the Comisión Nacional del Mercado de Valores, and does not constitute a public offering prospectus.

Exchange Control Information.

To participate in the Plan, you must comply with exchange control regulations in Spain. You are required to declare electronically to the Bank of Spain any securities accounts (including brokerage accounts held abroad), as well as the Shares held in such accounts, depending on the value of the transactions during the prior tax year or the balances in such accounts as of December 31 of the prior tax year.

The acquisition of Shares and the sale of Shares must also be declared for statistical purposes to the Dirección General de Comercio e Inversiones (the “DGCI”) of the Ministry of Industry, Tourism and Commerce. Because you will not purchase or sell the Shares through the use of a Spanish financial institution, you must make the declaration by filing a D-6 form with the DGCI. Generally, the D-6 form must be filed each January while the Shares are owned or to report the sale of Shares.

When receiving foreign currency payments derived from the ownership of Shares (i.e., dividends or sale proceeds) exceeding €50,000, you must inform the financial institution receiving the payment of the basis upon which such payment is made. You will need to provide the institution with the following information: (i) your name, address, and fiscal identification number; (ii) the name and corporate domicile of the Company; (iii) the amount of the payment; (iv) the currency used; (v) the country of origin; (vi) the reasons for the payment; and (vii) any further information that may be required.

Foreign Asset/Account Reporting Information.

To the extent that you hold rights or assets (e.g., Shares, cash, etc.) in a bank or brokerage account outside of Spain with a value in excess of €50,000 per type of right or asset as of December 31 each year, you are required to report information on such rights and assets on your tax return for such year. Shares acquired under the Plan constitute securities for purposes of this requirement, but this Award (whether vested or unvested) is not considered an asset or right for purposes of this requirement.

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If applicable, you must report the rights or assets on Form 720 by no later than March 31 following the end of the relevant year. After such rights or assets are initially reported, the reporting obligation will only apply for subsequent years if the value of any previously-reported rights or assets increases by more than €20,000. Failure to comply with this reporting requirement may result in penalties to you. Accordingly, you are advised to consult your personal tax and legal advisors to ensure that you are properly complying with your reporting obligations.

In addition, you are required to electronically declare to the Bank of Spain any securities accounts (including brokerage accounts held abroad), as well as the securities held in such accounts if the value of the transactions for all such accounts during the prior tax year or the balances in such accounts as of December 31 of the prior tax year exceeds €1,000,000.

SWITZERLAND

NOTIFICATIONS

Securities Law Information.

The offer of this Award is considered a private offering in Switzerland and is therefore not subject to registration in Switzerland.

UNITED KINGDOM

TERMS & CONDITIONS

Tax Acknowledgment.

The following provisions supplement the Taxes section of the Award Agreement, including this Exhibit B:

You shall pay to the Company or the Employer the amount of income tax that the Company or the Employer may be required to account to HM Revenue & Customs (“HMRC”) with respect to the event giving rise to the income tax (the “Taxable Event”) that cannot be satisfied by the means described in the Award Agreement. If payment or withholding of the income tax is not made within ninety (90) days of the end of the U.K. tax year in which the Taxable Event occurs or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), then the amount that should have been withheld shall constitute a loan owed by you to the Employer, effective on the Due Date. You agree that the loan will bear interest at the HMRC official rate and will be immediately due and repayable by you, and the Company and/or the Employer may recover it at any time thereafter by any of the means set forth in Award Agreement.

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Notwithstanding the foregoing, if you are an executive officer or director (as within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the terms of the immediately foregoing provision will not apply. In the event that you are an executive officer or director, as defined above, and income tax due is not collected from or paid by you by the Due Date, the amount of any uncollected income tax may constitute a benefit to you on which additional income tax and National Insurance contributions may be payable. You will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer, as applicable, for the value of any employee National Insurance contributions due on this additional benefit which the Company and/or the Employer may recover by any of the means set forth in the Award Agreement.

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EXHIBIT C

RESTAURANT BRANDS INTERNATIONAL INC.

2014 OMNIBUS INCENTIVE PLAN

ADDITIONAL TERMS AND CONDITIONS TO THE

PERFORMANCE AWARD AGREEMENT FOR PARTICIPANTS

IN CANADA

Certain capitalized terms used but not defined in this Exhibit C have the meanings set forth in the Restaurant Brands International Inc. 2014 Omnibus Incentive Plan (the “Plan”) and/or the Performance Award Agreement (the “Award Agreement”).

TERMS AND CONDITIONS

This Exhibit C includes additional terms and conditions that govern this Award granted to you under the Plan if you reside and/or work in Canada. If you are a citizen or resident of a country other than Canada, transfer employment after this Award is granted or are considered a resident of another country for local law purposes, the Committee shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply to you.

NOTIFICATIONS

This Exhibit C also includes information regarding securities, exchange controls, tax and certain other issues of which you should be aware with respect to participation in the Plan. The information is based on the securities, exchange control, and other laws in effect in Canada as of February 2016. Such laws are often complex and change frequently. As a result, the Company strongly recommends that you not rely on the information in this Exhibit C as the only source of information relating to the consequences of your participation in the Plan because the information may be out of date at the time the Performance Units subject to this Award vest and settle or you sell Shares acquired under the Plan.

In addition, the information contained herein is general in nature and may not apply to your particular situation, and the Company is not in a position to assure you of a particular result. Accordingly, you are advised to seek appropriate professional advice as to how the relevant laws in Canada may apply to your situation.

Finally, if you are a citizen or resident of a country other than Canada, transfer employment after this Award is granted or are considered a resident of another country for local law purposes, the information contained herein may not be applicable to you.

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TERMS AND CONDITIONS

Taxes

Prior to settlement of this Award, you will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, you authorize the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by you from your wages or other cash compensation paid to you by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under local law, the Company may in its sole and absolute discretion (1) permit you to direct the Company to arrange for the sale of Shares that you acquire to meet the withholding obligation for Tax-Related Items (on your behalf pursuant to this authorization without further consent), and/or (2) permit you to surrender to the Company the number of vested RSUs necessary to satisfy the minimum withholding amount (such number of vested RSUs determined by dividing the minimum withholding amount by the Fair Market Value of a Share on the applicable date).

The following provisions will apply to you if you are a resident of Quebec:

Language Consent.

The parties acknowledge that it is their express wish that the Award Agreement, as well as all addenda, documents, notices, and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Les parties reconnaissent avoir exigé la rédaction en anglais de cette Convention, ainsi que de tous documents exécutés, avis donnés et procédures judiciaries intentées, directement ou indirectement, relativement à ou suite à la présente convention.

Data Privacy Notice and Consent.

This provision supplements the Data Privacy Notice and Consent section of the Award Agreement:

You hereby authorize the Company and the Company’s representatives to discuss and obtain all relevant information from all personnel, professional or non-professional, involved in the administration of the Plan. You further authorize the Company, its Affiliates and the Committee to disclose and discuss the Plan with their advisors. You further authorize the Employer, the Company, and any other Affiliate to record such information and to keep such information in your employee file.

NOTIFICATIONS

Securities Law Information.

You acknowledge that you are permitted to sell Shares acquired under the Plan through the designated broker appointed under the Plan, if any, provided the sale of the Shares acquired under the Plan takes place through the facilities of a stock exchange on which the Shares are listed (i.e., the New York Stock Exchange or the Toronto Stock Exchange).

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Foreign Asset/Account Reporting Information.

You must report annually on Form T1135 (Foreign Income Verification Statement) the foreign property you hold (including any Shares acquired under the Plan, if held outside Canada), if the total value of such foreign property exceeds C$100,000 at any time during the year. The unvested portion of this Award also must be reported (generally at nil cost) on Form 1135 if the C$100,000 threshold is exceeded due to other foreign property you hold. If Shares are acquired, the cost generally is their adjusted cost base (the “ACB”). The ACB would normally equal the Fair Market Value of the Shares at the time of acquisition, but if you own other Shares, the ACB may have to be averaged with the ACB of the other Shares. The form must be filed by April 30 of the following year. You should consult with a personal advisor to ensure you comply with the applicable reporting obligation.

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EX-10.35D

Exhibit 10.35(d)

RESTAURANT BRANDS INTERNATIONAL INC.

2014 OMNIBUS INCENTIVE PLAN

OPTION AWARD AGREEMENT

Unless defined in this Option Award Agreement (this “Award Agreement”), capitalized terms will have the same meanings ascribed to them in the Restaurant Brands International Inc. 2014 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”).

Pursuant to Section 6 of the Plan, you have been granted a Non-Qualified Stock Option (the “Option”) on the following terms and subject to the provisions of the Plan, which is incorporated herein by reference.

Total Number of Option Shares:	[                ] Option Shares
Exercise Price per Share:	$[            ] per Share
Grant Date:	February 26, 2016
Expiration Date:	February 25, 2026
Vesting Date:	February 26, 2021, subject to your continued Service through the Vesting Date and further subject to the Section entitled “Termination” in Exhibit A.

By your acceptance of this Award Agreement, you and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and the terms and conditions set forth in the attached Exhibit A and the general terms and conditions for employees outside the U.S. and any special terms and conditions for your country set forth in Exhibits B and C. Exhibits A, B, and C constitute part of this Award Agreement.

PARTICIPANT	RESTAURANT BRANDS INTERNATIONAL INC.
	By:
Name:	Name:	Jill Granat
	Title:	EVP, General Counsel

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EXHIBIT A

TERMS AND CONDITIONS OF THE

OPTION AWARD AGREEMENT

Vesting.

This Option will vest and become exercisable on the “Vesting Date” set forth in this Award Agreement. Any portion of this Option that becomes exercisable in accordance with the foregoing will remain exercisable until the Expiration Date, unless earlier terminated pursuant to the Plan or this Award Agreement (including, without limitation, the section below entitled “Termination”). Subject to the section below entitled “Termination,” this Option may be exercised only while you are employed by the Company or any of its Affiliates. Prior to the exercise of this Option, you will not have any rights of a shareholder with respect to this Option or the Shares subject thereto.

Method of Exercise.

This Option will be exercisable pursuant to procedures approved by the Committee and communicated to you. No Shares will be delivered pursuant to the exercise of this Option unless (i) you have complied with your obligations under this Award Agreement, (ii) the exercise of this Option and the delivery of such Shares complies with applicable law, and (iii) full payment (or satisfactory provision therefor) of the aggregate Exercise Price of the Option and any Tax-Related Items have been received by the Company. Until such time as the Shares are delivered to you (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), you will have no right to vote or receive dividends or any other rights as a shareholder with respect to such Shares, notwithstanding the exercise of this Option.

Adjustment for Certain Events.

If and to the extent that it would not cause a violation of Section 409A of the Code or other applicable law, if any Corporate Event described in Section 5(d)(ii) of the Plan shall occur, the Committee shall make an adjustment as described in such Section 5(d)(ii) in such manner as the Committee may, in its sole discretion, deem appropriate and equitable to prevent substantial dilution or enlargement of the rights provided under this Option.

Termination.

Upon termination of your Service (other than as set forth below) prior to the Vesting Date, you will forfeit this Option without any consideration due to you. For the purposes of the Plan and this Award Agreement, your Service will not be deemed to be terminated in the event that you transfer employment from the Company to any Affiliate or from an Affiliate to the Company or another Affiliate, as the case may be.

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If your Service terminates prior to the Vesting Date Without Cause (as defined below) or by reason of your Retirement or Disability (as defined below), you shall be vested in the number of Option Shares as if the Option Shares subject to the Option vested 20% on each of February 26, 2017, February 26, 2018, February 26, 2019, February 26, 2020 and February 26, 2021, respectively, and you may exercise the Option to the extent vested on the date of termination of your Service as provided for below.

If your Service terminates prior to the Vesting Date by reason of your death, your Beneficiary shall be vested as if the Option Shares subject to the Option vested 20% on February 26, 2017, 40% on February 26, 2018 and 100% on February 26, 2019 and your Beneficiary may exercise the Option to the extent vested on the date of your death as provided for below.

Subject to any terms and conditions that the Committee may impose in accordance with Section 13 of the Plan, in the event that a Change in Control occurs and, within twelve (12) months following the date of such Change in Control, your Service is terminated by the Company Without Cause (as defined herein), this Option shall vest in full upon such termination. In the event that there is a conflict between the terms of this Award Agreement regarding the effect of a Change in Control on this Option and the terms of any Employment Agreement, the terms of this Award Agreement will govern.

To the extent this Option is or becomes exercisable on the date of termination of your Service, then, if you (or, if applicable, such other person who is entitled to exercise this Option) do not exercise this Option on or prior to the expiration of the Option Exercise Period (as set forth below), this Option will terminate. In no event may you exercise this Option after the Expiration Date.

Type of Termination	Option Exercise Period
Without Cause	90 day period beginning on the date of termination
Resignation	90 day period beginning on the date of termination
Retirement	One year period beginning on the date of termination
Disability	One year period beginning on the date of termination
Death	One year period beginning on the date of termination
For Cause	None, the Option expires immediately

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The date of termination of your Service will not be extended by any period of notice of termination of employment, payment in lieu of notice or severance mandated under local law, whether statutory, contractual or at common law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law) regardless of the reason for such termination and whether or not later found to be invalid or in breach of laws in the jurisdiction where you are rendering Service or the terms of your Employment Agreement, if any). The Committee shall have the exclusive discretion to determine the date of termination of your Service for purposes of this Option.

In the event that there is a conflict between the terms of this Award Agreement regarding the effect of a termination of your Service on this Option and the terms of any Employment Agreement, the terms of your Employment Agreement will govern.

For purposes of this Award Agreement, the following terms shall have the following meanings:

“Cause” means (i) a material breach by you of any of your obligations under any written employment agreement with the Company or any of its Affiliates, (ii) a material violation by you of any of the policies, procedures, rules and regulations of the Company or any of its Affiliates applicable to employees or other service providers generally or to employees or other service providers at your grade level; (iii) the failure by you to reasonably and substantially perform your duties to the Company or its Affiliates (other than as a result of physical or mental illness or injury); (iv) your willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its Affiliates; (v) your fraud or misappropriation of funds; or (vi) the commission by you of a felony or other serious crime involving moral turpitude; provided that if you are a party to an Employment Agreement at the time of termination of your Service and such Employment Agreement contains a different definition of “cause” (or any derivation thereof), the definition in such Employment Agreement will control for purposes of this Award Agreement.

If you are terminated Without Cause and, within the twelve (12) month period subsequent to such termination of your Service, the Company determines that your Service could have been terminated for Cause, subject to anything to the contrary that may be contained in your Employment Agreement at the time of termination of your Service, your Service will, at the election of the Company, be deemed to have been terminated for Cause, effective as of the date the events giving rise to Cause occurred.

“Disability” means (i) a physical or mental condition entitling you to benefits under the long-term disability policy of the Company covering you or (ii) in the absence of any such policy, a physical or mental condition rendering you unable to perform your duties for the Company or any of its Affiliates for a period of six (6) consecutive months or longer; provided that if you are a party to an Employment Agreement at the time of termination of your Service and such Employment Agreement contains a different definition of “disability” (or any derivation thereof), the definition in such Employment Agreement will control for purposes of this Award Agreement.

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“Option Shares” means the Shares underlying this Option.

“Retirement” means a termination of Service by you on or after the later of (i) your 55^th birthday and (ii) your completion of five years of Service with the Company or its Affiliates.

“Vesting Date” means February 26, 2021 or such earlier vesting as may be provided in this Award Agreement.

“Without Cause” means a termination of your Service by you for “Good Reason”, if you have an Employment Agreement that defines the term “Good Reason”, or by your employer (the “Employer”) other than any such termination by your Employer for Cause or due to your death or Disability; provided that if you are a party to an Employment Agreement at the time of termination of your Service and such Employment Agreement contains a different definition of “without cause” (or any derivation thereof), the definition in such Employment Agreement will control for purposes of this Award Agreement. Notwithstanding the foregoing, if you are a party to an Employment Agreement at the time of termination of your Service and such Employment Agreement provides that a termination of your Service by you for “Good Reason” constitutes termination of your Service “Without Cause”, such termination for Good Reason shall not constitute termination Without Cause for purposes of the acceleration of your Options following a Change in Control.

Taxes.

Regardless of any action the Company or your Employer takes with respect to any or all income tax, social security or insurance, government-sponsored pension plan, unemployment insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grant, including the grant, vesting or exercise of this Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (2) do not commit to structure the terms of the grant or any aspect of this Option to reduce or eliminate your liability for Tax-Related Items.

Prior to exercise of this Option, you will pay or make adequate arrangements satisfactory to the Company and/or any relevant Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, you authorize the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by you from your wages or other cash compensation paid to you by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under local law, the Company may in its sole and absolute

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discretion (1) sell or arrange for the sale of Shares that you acquire to meet the withholding obligation for Tax-Related Items (on your behalf pursuant to this authorization without further consent), and/or (2) withhold the amount of Shares necessary to satisfy the Tax-Related Items.

Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case I may receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, you are deemed to have been issued the full number of Shares subject to the vested Option, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items.

Finally, you will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of your participation in the Plan or your purchase of Shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the Shares if you fail to comply with your obligations in connection with the Tax-Related Items as described in this section.

No Guarantee of Continued Service.

You acknowledge and agree that the vesting of this Option on the Vesting Date is earned only by performing continuing Service (not through the act of being hired or being granted this Award). You further acknowledge and agree that this Award Agreement, the transactions contemplated hereunder and the Vesting Date shall not be construed as giving you the right to be retained in the employ of, or to continue to provide Service to, the Company or any Affiliate. Further, the Company or the applicable Affiliate may at any time dismiss you, free from any liability, or any claim under the Plan, unless otherwise expressly provided in any other agreement binding you, the Company or the applicable Affiliate. The receipt of this Award is not intended to confer any rights on you except as set forth in this Award Agreement.

Termination for Cause; Restrictive Covenants.

In consideration for the grant of this Option and for other good and valuable consideration, the sufficiency of which is acknowledged by you, you agree as follows:

Upon (i) a termination of your Service for Cause, (ii) a retroactive termination of your Service for Cause as permitted herein or under your Employment Agreement, or (iii) a violation of any post-termination restrictive covenant (including, without limitation, non-disclosure, non-competition and/or non-solicitation) contained in your Employment Agreement, any separation or termination or similar agreement you may enter into with the Company or one of its Affiliates in connection with termination of your Service, any Options you hold that are then outstanding shall be immediately forfeited and the Company may require that you repay (with interest or appreciation (if any), as applicable,

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determined up to the date payment is made), and you shall promptly repay, to the Company, the Fair Market Value (in cash or in Shares) of any Shares received upon the exercise of Options during the period beginning on the date that is one year before the date of your termination and ending on the first anniversary of the date of your termination, minus the applicable Exercise Price. The Fair Market Value of any such Shares shall be determined as of the date of exercise of such Option.

Company’s Right of Offset.

If you become entitled to a distribution of benefits under this Award, and if at such time you have any outstanding debt, obligation, or other liability representing an amount owing to the Company or any of its Affiliates, then the Company or its Affiliates, upon a determination by the Committee, and to the extent permitted by applicable law and it would not cause a violation of Section 409A of the Code, may offset such amount so owing against the amount of benefits otherwise distributable. Such determination shall be made by the Committee.

Acknowledgment of Nature of Award.

In accepting this Option, you acknowledge that:

(a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, as provided in the Plan;

(b) the Option award is voluntary, occasional and discretionary and does not create any contractual or other right to receive future Option awards, or benefits in lieu of Options even if Options have been awarded in the past;

(c) all decisions with respect to future awards, if any, will be at the sole discretion of the Company;

(d) your participation in the Plan is voluntary;

(e) this Option and any Shares acquired upon the exercise of this Option, and the value and income of same, are is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculation of any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;

(f) the future value of the underlying Shares is unknown and cannot be predicted with certainty;

(g) if the underlying Shares do not increase in value, this Option will have no value;

(h) if you receive Shares, the value of such Shares acquired upon exercise may increase or decrease in value; and

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(i) no claim or entitlement to compensation or damages arises from termination of this Option, and no claim or entitlement to compensation or damages shall arise from any diminution in value of this Option or Shares received upon exercise of this Option resulting from termination of your Service by the Employer and you irrevocably release the Company and the Employer from any such claim that may arise.

Securities Laws.

By accepting this Option, you acknowledge that Canadian or other applicable securities laws, including, without limitation, U.S. securities laws, and/or the Company’s policies regarding trading in its securities may limit or restrict your right to buy or sell Shares, including, without limitation, sales of Shares acquired in connection with this Option. You agree to comply with all Canadian and any other applicable securities law requirements, including, without limitation, any U.S. securities law requirements, and Company policies, as such laws and policies are amended from time to time.

Data Privacy Notice and Consent.

You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Award Agreement by and among, as applicable, the Employer, the Company and its Affiliates or such other third party administrator as designated by the Committee in its sole and absolute discretion for the exclusive purpose of implementing, administering and managing your participation in the Plan.

You understand that the Company, the Employer and/or such other third party administrator as designated by the Committee in its sole and absolute discretion may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance or social security number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of this Option or any other entitlement to Shares awarded, canceled, vested, unvested or outstanding in your favor (“Data”), for the exclusive purpose of implementing, administering and managing your participation in the Plan. You understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in your country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country. You understand that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative. You authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required to a broker, escrow agent or other third party with whom the Shares received upon exercise of this Option may be deposited. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the

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consents herein, in any case without cost, by contacting in writing your local human resources representative. You understand that refusal or withdrawal of consent may affect your ability to participate in the Plan. Further, you understand that you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your employment status or Service and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing your consent is that the Company would not be able to grant you Options or other Awards or administer or maintain such Awards. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.

Limits on Transferability; Beneficiaries.

This Option shall not be pledged, hypothecated or otherwise encumbered or subject to any lien, obligation or liability to any party, or Transferred, otherwise than by your will or the laws of descent and distribution or to a Beneficiary upon your death, and this Option shall be exercised during your lifetime only by you or your guardian or legal representative, except that this Option may be Transferred to one or more Beneficiaries or other Transferees during your lifetime with the consent of the Committee, and may be exercised by such Transferees in accordance with the terms of this Award Agreement. A Beneficiary, Transferee, or other person claiming any rights under this Award Agreement shall be subject to all terms and conditions of the Plan and this Award Agreement, except as otherwise determined by the Committee, and to any additional terms and conditions deemed necessary or appropriate by the Committee.

No Transfer to any executor or administrator of your estate or to any Beneficiary by will or the laws of descent and distribution of any rights in respect of this Option shall be effective to bind the Company unless the Committee shall have been furnished with (i) written notice thereof and with a copy of the will and/or such evidence as the Committee may deem necessary to establish the validity of the Transfer and (ii) the written agreement of the Transferee to comply with all the terms and conditions applicable to this Option and any Shares purchased upon exercise of this Option that are or would have been applicable to you.

No Compensation Deferrals.

It is intended that the Option awarded pursuant to this Award Agreement be exempt from Section 409A of the Code (“Section 409A”) because it is believed that (i) the Exercise Price per Share may never be less than the Fair Market Value of a Share on the Grant Date and the number of Shares subject to the Option is fixed on the original Grant Date, (ii) the Transfer or exercise of the Option is subject to taxation under Section 83 of the Code and Treasury Regulation 1.83-7, and (iii) the Option does not include any feature for the deferral of compensation other than the deferral of recognition of income until the exercise of the Option. The provisions of this Award Agreement shall be interpreted in a manner consistent with this intention. In the event that the Company believes, at any time, that any benefit or right under this Award Agreement is subject to Section 409A, then the Committee may (acting alone and without any required consent

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by you) amend this Award Agreement in such manner as the Committee deems necessary or appropriate to be exempt from or otherwise comply with the requirements of Section 409A (including without limitation, amending the Award Agreement to increase the Exercise Price per Share to such amount as may be required in order for the Option to be exempt from Section 409A).

Notwithstanding the foregoing, the Company does not make any representation to you that the Option awarded pursuant to this Agreement is exempt from, or satisfies, the requirements of Section 409A, and the Company shall have no liability or other obligation to indemnify or hold harmless you or any Beneficiary for any tax, additional tax, interest or penalties that you or any Beneficiary may incur in the event that any provision of this Agreement, or any amendment or modification thereof or any other action taken with respect thereto, is deemed to violate any of the requirements of Section 409A.

Entire Agreement; Governing Law; Jurisdiction; Waiver of Jury Trial.

The Plan, this Award Agreement and, to the extent applicable, your Employment Agreement or any separation agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings, representations and agreements (whether oral or written) of the Company and you with respect to the subject matter hereof. This Award Agreement may not be modified in a manner that adversely affects your rights heretofore granted under the Plan, except with your consent or to comply with applicable law or to the extent permitted under other provisions of the Plan. This Award Agreement is governed by the laws of the Province of Ontario and the laws of Canada applicable in the Province of Ontario, without regard to its principles of conflict of laws.

ANY ACTION OR PROCEEDING AGAINST THE PARTIES RELATING IN ANY WAY TO THIS AGREEMENT MAY BE BROUGHT EXCLUSIVELY IN THE COURTS OF THE PROVINCE OF ONTARIO, AND YOU IRREVOCABLY SUBMIT TO THE JURISDICTION OF SUCH COURTS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING. ANY ACTIONS OR PROCEEDINGS TO ENFORCE A JUDGMENT ISSUED BY ONE OF THE FOREGOING COURTS MAY BE ENFORCED IN ANY JURISDICTION.

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, YOU HEREBY WAIVE, AND COVENANT THAT YOU WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM OR PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER IN CONTRACT, TORT OR OTHERWISE.

By signing this Award Agreement, you acknowledge receipt of a copy of the Plan and represent that you are familiar with the terms and conditions of the Plan, and hereby accept this Award subject to all provisions in this Award Agreement and in the Plan. You hereby agree to accept as final, conclusive and binding all decisions or interpretations of the Committee upon any questions arising under the Plan or this Award Agreement.

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Electronic Delivery and Acceptance.

The Company may, in its sole discretion, decide to deliver any documents related to this Option or future options that may be awarded under the Plan by electronic means or request your consent to participate in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

Agreement Severable.

In the event that any provision in this Award Agreement will be held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Award Agreement.

Language.

If you have received this Award Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

Non-U.S. Terms and Conditions.

Notwithstanding any provision in this Award Agreement, if you work and/or reside outside the U.S., this Option shall be subject to the general terms and conditions and the special terms and conditions for your country set forth in Exhibits B and C, as applicable. Moreover, if you relocate to one of the countries included in Exhibits B or C, the general terms and conditions and the special terms and conditions for such country will apply to you, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Exhibits B and C constitute part of this Award Agreement.

Waiver.

You acknowledge that a waiver by the Company of breach of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of this Award Agreement, or of any subsequent breach by you or any other participant.

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EXHIBIT B

RESTAURANT BRANDS INTERNATIONAL INC.

2014 OMNIBUS INCENTIVE PLAN

ADDITIONAL TERMS AND CONDITIONS OF THE OPTION AWARD

AGREEMENT FOR PARTICIPANTS

OUTSIDE THE U.S.

Certain capitalized terms used but not defined in this Appendix A have the meanings set forth in the Restaurant Brands International Inc. 2014 Omnibus Incentive Plan (the “Plan”) and/or the Option Award Agreement (the “Award Agreement”).

TERMS AND CONDITIONS

This Exhibit B includes additional terms and conditions that govern this Option granted to you under the Plan if you reside and/or work outside the U.S. and Canada and/or in one of the countries listed below. If you are a citizen or resident of a country other than the one in which you are currently residing and/or working, transfer employment after this Option is granted or are considered a resident of another country for local law purposes, the Committee shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply to you.

NOTIFICATIONS

This Exhibit B also includes information regarding securities, exchange controls, tax and certain other issues of which you should be aware with respect to participation in the Plan. The information is based on the securities, exchange control, and other laws in effect in the respective countries as of February 2016. Such laws are often complex and change frequently. As a result, the Company strongly recommends that you not rely on the information in this Appendix A as the only source of information relating to the consequences of your participation in the Plan because the information may be out of date at the time you vest in or exercise this Option or sell Shares acquired under the Plan.

In addition, the information contained herein is general in nature and may not apply to your particular situation, and the Company is not in a position to assure you of a particular result. Accordingly, you are advised to seek appropriate professional advice as to how the relevant laws in your country may apply to your situation.

Finally, if you are a citizen or resident of a country other than the one in which you are currently residing and/or working, transfer employment after this Option is granted or are considered a resident of another country for local law purposes, the information contained herein may not be applicable to you.

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GENERAL NON-U.S. AND CANADA TERMS AND CONDITIONS

TERMS AND CONDITIONS

The following terms and conditions apply to you if you reside and/or work outside of the U.S. and Canada.

Entire Agreement.

The following provisions supplement the entire Award Agreement, generally:

If you reside and/or work outside the U.S. and Canada, in no event will any aspect of this Option be determined in accordance with your Employment Agreement (or other Service contract). The terms and conditions of this Option will be solely determined in accordance with the provisions of the Plan and the Award Agreement, including this Appendix A, which supersede and replace any prior agreement, either written or verbal (including your Employment Agreement, if applicable) in relation to this Option.

Retirement.

Notwithstanding the favorable treatment that is potentially available upon a termination due to Retirement (as set forth in the Termination section of the Award Agreement), if the Company receives an opinion of counsel that there has been a legal judgment and/or legal development in your jurisdiction that would likely result in this favorable treatment upon termination due to Retirement being deemed unlawful and/or discriminatory, then the favorable Retirement treatment will not apply at the time your Service terminates and the Award will be forfeited if your Service ends before the Vesting Date for any reason other than as set forth in the Termination section of the Award Agreement.

Termination for Cause.

The Termination for Cause section of the Award Agreement shall only be enforced, to the extent deemed permissible under applicable local law, as determined in the sole discretion of the Committee.

Taxes.

The following provisions supplement the Taxes section of the Award Agreement:

You acknowledge that your liability for Tax-Related Items may exceed the amount withheld by the Company and/or the Employer.

If you have become subject to tax in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

To avoid any negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by

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withholding in Shares, for tax purposes, you are deemed to have been issued the full number of Shares subject to the exercised Option, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of your participation in the Plan.

Limits on Transferability; Beneficiaries.

The following provision supplements the Limits on Transferability; Beneficiaries section of the Award Agreement:

If you are located outside the U.S. and Canada, this Option may not be Transferred to a designated Beneficiary and may only be Transferred upon your death to your legal heirs in accordance with applicable laws of descent and distribution. In no case may this Option be Transferred to another individual during your lifetime.

Acknowledgement of Nature of Award.

The following provisions supplement the Acknowledgment of Nature of Award section of the Award Agreement:

You acknowledge the following with respect to this Option:

(a) The Option and any Shares acquired under the Plan are not intended to replace any pension rights or compensation.

(b) In no event should this Option or any Shares acquired under the Plan be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliate.

(c) Neither the Company, the Employer nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of this Option or of any amounts due to your pursuant to exercise of this Option or the subsequent sale of any Shares acquired upon exercise.

(d) Unless otherwise agreed with the Company, this Option and any Shares acquired upon the exercise of this Option, and the value and income of same, are not granted as consideration for, or in connection with, any service you may provide as a director of any Affiliate.

No Advice Regarding Award.

The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying Shares. You are hereby advised to consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.

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Insider Trading Restrictions/Market Abuse Laws.

You acknowledge that you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to acquire or sell Shares or rights to Shares under the Plan during such times as you are considered to have “inside information” regarding the Company (as defined by the laws in your country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. You acknowledge that it is your responsibility to comply with any applicable restrictions, and you are advised to speak to your personal advisor on this matter.

Foreign Asset/Account Reporting Requirements.

You acknowledge that there may be certain foreign asset and/or account reporting requirements which may affect your ability to acquire or hold the Shares acquired under the Plan or cash received from participating in the Plan (including from any dividends paid on the Shares acquired under the Plan) in a brokerage or bank account outside your country. You may be required to report such accounts, assets or transactions to the tax or other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of participating in the Plan to your country through a designated bank or broker within a certain time after receipt. You acknowledge that it is your responsibility to be compliant with such regulations, and you are advised to speak to your personal advisor on this matter.

Imposition of Other Requirements.

The Company reserves the right to impose other requirements on your participation in the Plan, on this Option and on any Shares purchased upon exercise of this Option, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

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COUNTRY-SPECIFIC TERMS AND CONDITIONS/NOTIFICATIONS

BRAZIL

TERMS AND CONDITIONS

Compliance with Law.

By accepting this Option, you acknowledge that you agree to comply with applicable Brazilian laws and pay any Tax-Related Items associated with participation in the Plan, including the exercise of this Option, the receipt of any dividends, and the sale of Shares acquired under the Plan.

NOTIFICATIONS

Exchange Control Information.

If you are resident or domiciled in Brazil, you will be required to submit annually a declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights is equal to or greater than US$100,000. Assets and rights that must be reported include Shares. Foreign individuals holding Brazilian visas are considered Brazilian residents for purposes of this reporting requirement and must declare at least the assets held abroad that were acquired subsequent to the date of admittance as a resident of Brazil.

Tax Financial Transaction (IOF). Payments to foreign countries and repatriation of funds into Brazil, and the conversion between BRL and USD associated with such fund transfers, may be subject to the Tax on Financial Transaction. It is your responsibility to comply with any applicable Tax on Financial Transaction arising from participation in the Plan. You should consult with your personal tax advisor for additional details.

PORTUGAL

TERMS AND CONDITIONS

Language Consent.

You hereby expressly declare that you have full knowledge of the English language and have read, understood and fully accepted and agreed with the terms and conditions established in the Plan and Award Agreement.

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Conhecimento da Lingua.

O Contratado, pelo presente instrumento, declara expressamente que tem pleno conhecimento da língua inglesa e que leu, compreendeu e livremente aceitou e concordou com os termos e condições estabelecidas no Plano e no Acordo de Atribuição (Agreement em inglês).

NOTIFICATIONS

Exchange Control Information.

The transfer of funds abroad to exercise this Option generally requires the filing of a report to the Banco de Portugal for statistical purposes. If a commercial bank in Portugal is involved in the transfer, it will file the report for you. However, if a commercial bank in Portugal is not involved in the transfer, you will be responsible for filing the report within ten days of the transfer.

In addition, if you acquire Shares upon exercise of this Option and do not hold the Shares with a Portuguese financial intermediary, you must file a report regarding the acquisition and the sale of the Shares with the Banco de Portugal. If the Shares are held by a Portuguese financial intermediary, it will file the necessary report for you.

SINGAPORE

NOTIFICATIONS

Securities Law Information.

The grant of this Option is being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. You should note that this Option is subject to section 257 of the SFA and you will not be able to make (i) any subsequent sale of Shares in Singapore or (ii) any offer of such subsequent sale of Shares in Singapore, unless such sale or offer in is (a) more than six months after the Grant Date or (b) made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA.

CEO/Director Notification Requirement.

If you are a chief executive officer (“CEO”), director, associate director or shadow director of the Company’s Singapore Affiliate, you are subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify the Singapore Affiliate in writing when you receive an interest (e.g., this Option, Shares) in the Company or Affiliate. In addition, you must notify the Singapore Affiliate when you sell Shares (including when you sell Shares issued upon exercise of this Option). These notifications must be made within two business days of acquiring or disposing of any interest in the Company or any Affiliate. In addition, a notification of your interests in the Company or Affiliate must be made within two business days of becoming the CEO or a director.

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SPAIN

TERMS AND CONDITIONS

Nature of Grant.

This provision supplements the Acknowledgement of Nature of Award section of the Award Agreement including this Appendix A:

In accepting this Option, you consent to participation in the Plan and acknowledge that you have received a copy of the Plan.

You understand and agree that, as a condition of the grant of this Option, except as provided for in the Award Agreement, the termination of your Service for any reason (including for the reasons listed below) will automatically result in the loss of this Option that has not vested on the date of termination.

You understand and agree that, unless otherwise provided for in the Award Agreement, any unvested Option as of your termination date and any vested Option not exercised within the period set forth in the Award Agreement following your termination date will be forfeited without entitlement to the underlying Shares or to any amount as indemnification in the event of a termination by reason of, including, but not limited to: disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985.

Furthermore, you understand that the Company has unilaterally, gratuitously and discretionally decided to grant this Option under the Plan to individuals who may be employees of the Company or any Affiliate. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or its Affiliates on an ongoing basis other than to the extent set forth in the Award Agreement. Consequently, you understand that this Option is granted on the assumption and condition that this Option and the Shares issued upon exercise shall not become a part of any employment or service contract (either with the Company, the Employer or any other Affiliate) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, you understand that the grant of this Option would not be made to you but for the assumptions and conditions referred to above; thus, you acknowledge and freely accept that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant to you of this Option shall be null and void.

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NOTIFICATIONS

Securities Law Information.

The Option and the Shares described in the Award Agreement and this Appendix A do not qualify under Spanish regulations as securities. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory. The Award Agreement (including this Appendix A) has not been nor will it be registered with the Comisión Nacional del Mercado de Valores, and does not constitute a public offering prospectus.

Exchange Control Information.

To participate in the Plan, you must comply with exchange control regulations in Spain. You are required to declare electronically to the Bank of Spain any securities accounts (including brokerage accounts held abroad), as well as the Shares held in such accounts, depending on the value of the transactions during the prior tax year or the balances in such accounts as of December 31 of the prior tax year.

The acquisition of Shares and the sale of Shares must also be declared for statistical purposes to the Dirección General de Comercio e Inversiones (the “DGCI”) of the Ministry of Industry, Tourism and Commerce. Because you will not purchase or sell the Shares through the use of a Spanish financial institution, you must make the declaration by filing a D-6 form with the DGCI. Generally, the D-6 form must be filed each January while the Shares are owned or to report the sale of Shares.

When receiving foreign currency payments derived from the ownership of Shares (i.e., dividends or sale proceeds) exceeding €50,000, you must inform the financial institution receiving the payment of the basis upon which such payment is made. You will need to provide the institution with the following information: (i) your name, address, and fiscal identification number; (ii) the name and corporate domicile of the Company; (iii) the amount of the payment; (iv) the currency used; (v) the country of origin; (vi) the reasons for the payment; and (vii) any further information that may be required.

Foreign Asset/Account Reporting Information.

To the extent that you hold rights or assets (e.g., Shares, cash, etc.) in a bank or brokerage account outside of Spain with a value in excess of €50,000 per type of right or asset as of December 31 each year, you are required to report information on such rights and assets on your tax return for such year. Shares acquired under the Plan constitute securities for purposes of this requirement, but this Option (whether vested or unvested) is not considered an asset or right for purposes of this requirement.

If applicable, you must report the rights or assets on Form 720 by no later than March 31 following the end of the relevant year. After such rights or assets are initially reported, the reporting obligation will only apply for subsequent years if the value of any previously-reported rights or assets increases by more than €20,000. Failure to comply with this reporting requirement may result in penalties to you. Accordingly, you are advised to consult your personal tax and legal advisors to ensure that you are properly complying with your reporting obligations.

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In addition, you are required to electronically declare to the Bank of Spain any securities accounts (including brokerage accounts held abroad), as well as the securities held in such accounts if the value of the transactions for all such accounts during the prior tax year or the balances in such accounts as of December 31 of the prior tax year exceeds €1,000,000.

SWITZERLAND

NOTIFICATIONS

Securities Law Information.

The offer of this Option is considered a private offering in Switzerland and is therefore not subject to registration in Switzerland.

UNITED KINGDOM

TERMS & CONDITIONS

Tax Acknowledgment.

The following provisions supplement the Taxes section of the Award Agreement:

You shall pay to the Company or the Employer the amount of income tax that the Company or the Employer may be required to account to HM Revenue & Customs (“HMRC”) with respect to the event giving rise to the income tax (the “Taxable Event”) that cannot be satisfied by the means described in the Award Agreement. If payment or withholding of the income tax is not made within ninety (90) days of the end of the U.K. tax year in which the Taxable Event occurs or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), then the amount that should have been withheld shall constitute a loan owed by you to the Employer, effective on the Due Date. You agree that the loan will bear interest at the HMRC official rate and will be immediately due and repayable by you, and the Company and/or the Employer may recover it at any time thereafter by any of the means set forth in Award Agreement.

Notwithstanding the foregoing, if you are an executive officer or director (as within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the terms of the immediately foregoing provision will not apply. In the event that you are an executive officer or director, as defined above, and income tax due is not collected from or paid by you by the Due Date, the amount of any uncollected income tax may constitute a benefit to you on which additional income tax and National Insurance contributions may be payable. You will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer, as applicable, for the value of any employee National Insurance contributions due on this additional benefit which the Company and/or the Employer may recover by any of the means set forth in the Award Agreement.

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EXHIBIT C

RESTAURANT BRANDS INTERNATIONAL INC.

2014 OMNIBUS INCENTIVE PLAN

ADDITIONAL TERMS AND CONDITIONS TO THE OPTION AWARD

AGREEMENT FOR PARTICIPANTS

RESIDENT IN CANADA

Certain capitalized terms used but not defined in this Exhibit C have the meanings set forth in the Restaurant Brands International Inc. 2014 Omnibus Incentive Plan (the “Plan”) and/or the Option Award Agreement (the “Award Agreement”).

TERMS AND CONDITIONS

This Exhibit C includes additional terms and conditions that govern this Option granted to you under the Plan if you reside and/or work in Canada. If you are a citizen or resident of a country other than Canada, transfer employment after this Option is granted or are considered a resident of another country for local law purposes, the Committee shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply to you.

NOTIFICATIONS

This Exhibit C also includes information regarding securities, exchange controls, tax and certain other issues of which you should be aware with respect to participation in the Plan. The information is based on the securities, exchange control, and other laws in effect in Canada as of February 2016. Such laws are often complex and change frequently. As a result, the Company strongly recommends that you not rely on the information in this Appendix B as the only source of information relating to the consequences of your participation in the Plan because the information may be out of date at the time you vest in or exercise this Option or sell Shares acquired under the Plan.

In addition, the information contained herein is general in nature and may not apply to your particular situation, and the Company is not in a position to assure you of a particular result. Accordingly, you are advised to seek appropriate professional advice as to how the relevant laws in Canada may apply to your situation.

Finally, if you are a citizen or resident of a country other than Canada, transfer employment after this Option is granted or are considered a resident of another country for local law purposes, the information contained herein may not be applicable to you.

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TERMS AND CONDITIONS

Method of Exercise.

Notwithstanding any provision in the Plan or the Award Agreement, under no circumstances shall you be permitted to exercise this Option by way of a net exercise. In addition, notwithstanding any provision in the Plan or the Award Agreement, under no circumstances shall you be permitted to pay the Exercise Price for this Option with Shares you previously acquired. Furthermore, you undertake not to use the Shares acquired upon exercise of this Option to pay the exercise price for any options that may be granted to you in the future.

The following provisions will apply to you if you are a resident of Quebec:

Language Consent.

The parties acknowledge that it is their express wish that the Award Agreement, as well as all addenda, documents, notices, and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Les parties reconnaissent avoir exigé la rédaction en anglais de cette Convention, ainsi que de tous documents exécutés, avis donnés et procédures judiciaries intentées, directement ou indirectement, relativement à ou suite à la présente convention.

Data Privacy Notice and Consent.

This provision supplements the Data Privacy Notice and Consent section of the Award Agreement:

You hereby authorize the Company and the Company’s representatives to discuss and obtain all relevant information from all personnel, professional or non-professional, involved in the administration of the Plan. You further authorize the Company, its Affiliates and the Committee to disclose and discuss the Plan with their advisors. You further authorize the Employer, the Company, and any other Affiliate to record such information and to keep such information in your employee file.

NOTIFICATIONS

Securities Law Information.

You acknowledge that you are permitted to sell Shares acquired under the Plan through the designated broker appointed under the Plan, if any, provided the sale of the Shares acquired under the Plan takes place through the facilities of a stock exchange on which the Shares are listed (i.e., the New York Stock Exchange or the Toronto Stock Exchange).

Foreign Asset/Account Reporting Information.

You must report annually on Form T1135 (Foreign Income Verification Statement) the foreign property you hold (including any Shares acquired under the Plan, if held outside Canada), if the total value of such foreign property exceeds C$100,000 at any time during

A-22

the year. The unvested portion of this Option also must be reported (generally at nil cost) on Form 1135 if the C$100,000 threshold is exceeded due to other foreign property you hold. If Shares are acquired, the cost generally is their adjusted cost base (the “ACB”). The ACB would normally equal the Fair Market Value of the Shares at the time of acquisition, but if you own other Shares, the ACB may have to be averaged with the ACB of the other Shares. The form must be filed by April 30 of the following year. You should consult with a personal advisor to ensure you comply with the applicable reporting obligation.

A-23

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Daniel Schwartz, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Restaurant Brands International Inc.:

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Daniel Schwartz

Daniel Schwartz

Chief Executive Officer

Dated: April 29, 2016

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Joshua Kobza, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Restaurant Brands International Inc.:

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Joshua Kobza

Joshua Kobza

Chief Financial Officer

Dated: April 29, 2016

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Restaurant Brands International Inc. (the “Company”) for the quarter ended March 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Daniel Schwartz, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Daniel Schwartz

Daniel Schwartz

Chief Executive Officer

Dated: April 29, 2016

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Restaurant Brands International Inc. (the “Company”) for the quarter ended March 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joshua Kobza, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Joshua Kobza

Joshua Kobza

Chief Financial Officer

Date: April 29, 2016

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2016	Apr. 20, 2016
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2016
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q1
Trading Symbol	QSR
Entity Registrant Name	Restaurant Brands International Inc.
Entity Central Index Key	0001618756
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		233,151,485

XML

Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Millions	Mar. 31, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents	$ 825.9	$ 757.8
Trade and notes receivable, net of allowance of $15.5 million and $14.2 million, respectively	366.4	422.0
Inventories and other current assets, net	229.8	132.2
Advertising fund restricted assets	50.9	57.5
Total current assets	1,473.0	1,369.5
Property and equipment, net of accumulated depreciation of $378.3 million and $339.3 million, respectively	2,169.6	2,150.6
Intangible assets, net	9,539.5	9,147.8
Goodwill	4,797.7	4,574.4
Net investment in property leased to franchisees	111.2	117.2
Other assets, net	865.5	1,051.6
Total assets	18,956.5	18,411.1
Current liabilities:
Accounts and drafts payable	361.3	361.5
Other accrued liabilities	479.6	441.3
Gift card liability	132.5	168.5
Advertising fund liabilities	78.7	93.6
Current portion of long term debt and capital leases	57.6	56.1
Total current liabilities	1,109.7	1,121.0
Term debt, net of current portion	8,465.6	8,462.3
Capital leases, net of current portion	213.6	203.4
Other liabilities, net	918.5	795.9
Deferred income taxes, net	1,613.4	1,618.8
Total liabilities	12,320.8	12,201.4
Redeemable preferred shares; $43.775848 par value; 68,530,939 shares authorized, issued and outstanding at March 31, 2016 and December 31, 2015	3,297.0	3,297.0
Shareholders' Equity:
Common shares, no par value; unlimited shares authorized at March 31, 2016 and December 31, 2015; 233,004,921 shares issued and outstanding at March 31, 2016; 225,707,588 shares issued and outstanding at December 31, 2015;	1,907.8	1,824.5
Retained earnings	263.3	245.8
Accumulated other comprehensive income (loss)	(568.7)	(733.7)
Total Restaurant Brands International Inc. shareholders' equity	1,602.4	1,336.6
Noncontrolling interests	1,736.3	1,576.1
Total shareholders' equity	3,338.7	2,912.7
Total liabilities, redeemable preferred shares and shareholders' equity	$ 18,956.5	$ 18,411.1

XML

Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2016	Dec. 31, 2015
Allowances for trade and notes receivable	$ 15.5	$ 14.2
Property and equipment, accumulated depreciation	$ 378.3	$ 339.3
Common stock, par value	$ 0	$ 0
Common stock, shares authorized	Unlimited	Unlimited
Common stock, shares issued	233,004,921	225,707,588
Common stock, shares outstanding	233,004,921	225,707,588
Redeemable Preferred Stock [Member]
Preferred stock, par value	$ 43.775848	$ 43.775848
Preferred stock, shares authorized	68,530,939	68,530,939
Preferred stock, shares issued	68,530,939	68,530,939
Preferred stock, shares outstanding	68,530,939	68,530,939

XML

Condensed Consolidated Statements of Operations (unaudited) - USD ($) shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Revenues:
Sales	$ 490.5	$ 499.5
Franchise and property revenues	428.0	433.8
Total revenues	918.5	933.3
Cost of sales	388.2	433.2
Franchise and property expenses	104.2	129.1
Selling, general and administrative expenses	73.2	111.0
(Income) loss from equity method investments	(18.5)	(1.7)
Other operating expenses (income), net	40.8	37.6
Total operating costs and expenses	587.9	709.2
Income from operations	330.6	224.1
Interest expense, net	115.1	123.1
(Gain) loss on early extinguishment of debt		(0.3)
Income before income taxes	215.5	101.3
Income tax expense	47.2	50.7
Net income	168.3	50.6
Net income (loss) attributable to noncontrolling interests (Note 12)	50.8	(9.8)
Preferred share dividends	67.5	68.7
Net income (loss) attributable to common shareholders	$ 50.0	$ (8.3)
Earnings (loss) per common share:
Basic	$ 0.22	$ (0.04)
Diluted	$ 0.21	$ (0.04)
Weighted average shares outstanding
Basic	230.0	202.2
Diluted	468.4	467.2
Cash dividends declared per common share	$ 0.14	$ 0.09

XML

Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Statement of Comprehensive Income [Abstract]
Net income	$ 168.3	$ 50.6
Foreign currency translation adjustment	649.4	(1,091.8)
Net change in fair value of net investment hedges, net of tax of $35.5 and $(68.1)	(238.6)	386.2
Net change in fair value of cash flow hedges, net of tax of $15.7 and $19.4	(44.4)	(53.9)
Amounts reclassified to earnings of cash flow hedges, net of tax of $0 and $(0.6)	(0.1)	1.5
Pension and post-retirement benefit plans, net of tax of $0 and $0.1		(0.1)
Amortization of prior service (credits) costs, net of tax of $0.3 and $0.3	(0.4)	(0.4)
Amortization of actuarial (gains) losses, net of tax of $(0.1) and $(0.3)	0.1	0.4
Other comprehensive income (loss)	366.0	(758.1)
Comprehensive income (loss)	534.3	(707.5)
Comprehensive income (loss) attributable to noncontrolling interests	233.8	(439.6)
Comprehensive income attributable to preferred shareholders	67.5	68.7
Comprehensive income (loss) attributable to common shareholders	$ 233.0	$ (336.6)

XML

Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) (Parenthetical) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Statement of Comprehensive Income [Abstract]
Tax effect on change in fair value of investment hedges	$ 35.5	$ (68.1)
Tax effect of changes in fair value of cash flow hedges	15.7	19.4
Tax effect on amounts reclassified to earnings of cash flow hedges	0.0	(0.6)
Tax effect on pension and post-retirement benefit plans	0.0	0.1
Tax effect on amortization prior service costs	0.3	0.3
Tax effect on amortization of actuarial losses	$ (0.1)	$ (0.3)

XML

Condensed Consolidated Statements of Shareholders' Equity (unaudited) - 3 months ended Mar. 31, 2016 - USD ($) $ in Millions	Total	Issued Common Shares [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Noncontrolling Interests [Member]
Beginning Balance at Dec. 31, 2015	$ 2,912.7	$ 1,824.5	$ 245.8	$ (733.7)	$ 1,576.1
Beginning Balance, shares at Dec. 31, 2015	225,707,588	225,700,000
Stock option exercises	$ 6.5	$ 6.5
Stock option exercises, Shares		700,000
Share-based compensation	6.6	$ 6.6
Issuance of shares	7.6	$ 7.6
Issuance of shares, Shares		200,000
Dividend declared on common shares ($0.14 per share)	(32.5)		(32.5)
Distributions declared by Partnership on partnership exchangeable units ($0.14 per unit) (Note 12)	(31.9)				(31.9)
Preferred share dividends	$ (67.5)		(67.5)
Exchange of Partnership exchangeable units for RBI common shares, value		$ 62.6		(18.0)	(44.6)
Exchange of Partnership exchangeable units for RBI common shares, shares	6,374,002	6,400,000
Restaurant VIE contributions	$ 2.9				2.9
Net income	168.3		117.5		50.8
Other comprehensive income (loss)	366.0			183.0	183.0
Ending Balance at Mar. 31, 2016	$ 3,338.7	$ 1,907.8	$ 263.3	$ (568.7)	$ 1,736.3
Ending Balance, shares at Mar. 31, 2016	233,004,921	233,000,000

XML

Condensed Consolidated Statements of Shareholders' Equity (unaudited) (Parenthetical)	3 Months Ended
	Mar. 31, 2016 $ / shares
Dividend declared on common shares	$ 0.14
Distributions declared by Partnership on partnership exchangeable units per share	0.14
Retained Earnings [Member]
Dividend declared on common shares	0.14
Distributions declared by Partnership on partnership exchangeable units per share	$ 0.14

XML

Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Cash flows from operating activities:
Net income	$ 168.3	$ 50.6
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	42.1	48.8
(Gain) loss on early extinguishment of debt		(0.3)
Amortization of deferred financing costs and debt issuance discount	9.7	7.0
(Income) loss from equity method investments	(18.5)	(1.7)
Loss (gain) on remeasurement of foreign denominated transactions	28.0	18.1
Amortization of defined benefit pension and postretirement items	(0.6)
Net losses (gains) on derivatives	3.5	15.0
Net losses (gains) on refranchisings and dispositions of assets	9.4	1.2
Bad debt expense (recoveries), net	(0.3)	2.2
Share-based compensation expense	6.4	15.5
Acquisition accounting impact on cost of sales		1.8
Deferred income taxes		(30.6)
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Reclassification of restricted cash to cash and cash equivalents		79.2
Trade and notes receivable	33.8	53.0
Inventories and other current assets	(79.0)	(3.0)
Accounts and drafts payable	(6.0)	24.4
Accrued advertising	(15.7)	(0.2)
Other accrued liabilities	3.6	10.1
Other long-term assets and liabilities	(1.4)	(29.4)
Net cash provided by operating activities	183.3	261.7
Cash flows from investing activities:
Payments for property and equipment	(5.6)	(29.4)
Proceeds from refranchisings, disposition of assets and restaurant closures	7.2	4.5
Return of investment on direct financing leases	4.1	4.0
Settlement of derivatives, net	(1.1)	52.1
Other investing activities, net	2.2	1.5
Net cash provided by (used for) investing activities	6.8	32.7
Cash flows from financing activities:
Repayments of term debt, Tim Hortons Notes and capital leases	(17.2)	(1,020.6)
Dividends paid on common shares and preferred shares	(128.3)
Proceeds from stock option exercises	6.5	0.4
Proceeds from issuance of shares		2.1
Other financing activities	3.1	1.4
Net cash provided by (used for) financing activities	(135.9)	(1,016.7)
Effect of exchange rates on cash and cash equivalents	13.9	(59.0)
Increase (decrease) in cash and cash equivalents	68.1	(781.3)
Cash and cash equivalents at beginning of period	757.8	1,803.2
Cash and cash equivalents at end of period	825.9	1,021.9
Supplemental cashflow disclosures:
Interest paid	82.4	88.5
Income taxes paid	47.6	42.9
Non-cash investing and financing activities:
Acquisition of property with capital lease obligations	$ 5.4	$ 4.5

XML

Description of Business and Organization

3 Months Ended

Mar. 31, 2016

Accounting Policies [Abstract]

Description of Business and Organization

Note 1. Description of Business and Organization

Description of Business

Restaurant Brands International Inc. (the “Company,” “RBI,” “we,” “us” or “our”) was originally formed on August 25, 2014 and continued under the laws of Canada. Pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended, the Company is a successor issuer to Burger King Worldwide, Inc. The Company serves as the sole general partner of Restaurant Brands International Limited Partnership (the “Partnership”), the indirect parent of The TDL Group Corp. (f/k/a Tim Hortons ULC and Tim Hortons Inc.), a limited company existing under the laws of British Columbia that franchises and operates quick service restaurants serving premium coffee and other beverage and food products under the Tim Hortons^® brand (“Tim Hortons” or “TH”), and Burger King Worldwide, Inc., a Delaware corporation that franchises and operates fast food hamburger restaurants principally under the Burger King^® brand (“Burger King Worldwide”, “Burger King” or “BK”). On December 12, 2014, a series of transactions (the “Transactions”) were completed resulting in Burger King Worldwide and Tim Hortons becoming indirect subsidiaries of the Company and Partnership. We are one of the world’s largest quick service restaurant, or QSR, chains as measured by total number of restaurants. As of March 31, 2016, we franchised or owned a total of 19,446 restaurants in approximately 100 countries and U.S. territories worldwide. Approximately 100% of current Tim Hortons and Burger King system-wide restaurants are franchised.

The following table outlines our restaurant count and activity, by brand and consolidated, for the periods indicated.

	Tim Hortons			Burger King			System Wide
Total restaurants – December 31, 2015		4,413			15,003			19,416
Openings		32			158			190
Closures		(7	)		(153	)		(160	)
Total restaurants – March 31, 2016		4,438			15,008			19,446

All references to “$” or “dollars” are to the currency of the United States unless otherwise indicated. All references to “Canadian dollars” or “C$” are to the currency of Canada unless otherwise indicated.

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Basis of Presentation and Consolidation

3 Months Ended

Mar. 31, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation and Consolidation

Note 2. Basis of Presentation and Consolidation

We have prepared the accompanying unaudited condensed consolidated financial statements (“Financial Statements”) in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements. Therefore, the Financial Statements should be read in conjunction with the audited consolidated financial statements contained in our Annual Report on Form 10-K filed with the SEC and Canadian securities regulatory authorities on February 26, 2016.

The Financial Statements include our accounts and the accounts of our wholly-owned subsidiaries. We consolidate entities in which we have a controlling financial interest, the usual condition of which is ownership of a majority voting interest. All material intercompany balances and transactions have been eliminated in consolidation. Investments in other affiliates that are owned 50% or less where we have significant influence are accounted for by the equity method.

We are the sole general partner of Partnership and, as such, we have the exclusive right, power and authority to manage, control, administer and operate the business and affairs and to make decisions regarding the undertaking and business of Partnership, subject to the terms of the partnership agreement of Partnership (the “partnership agreement”) and applicable laws. As a result, we consolidate the results of Partnership and record a noncontrolling interest in our consolidated balance sheets and statements of operations with respect to the remaining economic interest in Partnership we do not hold.

We also consider for consolidation entities in which we have certain interests, where the controlling financial interest may be achieved through arrangements that do not involve voting interests. Such an entity, known as a variable interest entity (“VIE”), is required to be consolidated by its primary beneficiary. The primary beneficiary is the entity that possesses the power to direct the activities of the VIE that most significantly impact its economic performance and has the obligation to absorb losses or the right to receive benefits from the VIE that are significant to it. Our most significant variable interests are in entities that operate restaurants under our subsidiaries’ franchise arrangements and certain equity method investees that operate as master franchisees. Our maximum exposure to loss resulting from involvement with potential VIEs is attributable to trade and notes receivable balances, outstanding loan guarantees and future lease payments, where applicable.

We do not have any ownership interests in our franchisees’ businesses, except for investments in various entities that are accounted for under the equity method. Tim Hortons has historically entered into certain arrangements in which an operator acquires the right to operate a restaurant, but Tim Hortons owns the restaurant’s assets. In these arrangements, Tim Hortons has the ability to determine which operators manage the restaurants and for what duration. Tim Hortons previously also entered into interest-free financing in connection with a Franchise Incentive Program (“FIP”) with certain U.S. restaurant owners whereby restaurant owners finance the initial franchise fee and purchase of restaurant assets. In both operator and FIP arrangements (“FIP Notes”), we perform an analysis to determine if the legal entity in which operations are conducted is a VIE and consolidate a VIE entity if we also determine Tim Hortons is the entity’s primary beneficiary (“Restaurant VIEs”). Additionally, Tim Hortons participates in advertising funds which, on behalf of Tim Hortons Company and franchise restaurants, collect contributions and administer funds for advertising and promotional programs. Tim Hortons is the sole shareholder (Canada) and sole member (U.S.) in these funds, and is the primary beneficiary of these funds (the “Advertising VIEs”). As Burger King franchise and master franchise arrangements provide the franchise and master franchise entities the power to direct the activities that most significantly impact their economic performance, we do not consider ourselves the primary beneficiary of any such entity that might be a VIE.

In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation have been included in the Financial Statements. The results for interim periods do not necessarily indicate the results that may be expected for any other interim period or for the full year.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in our Financial Statements and notes (“Notes”) to the Financial Statements. Management adjusts such estimates and assumptions when facts and circumstances dictate. Such estimates and assumptions may be affected by volatile credit, equity, foreign currency, energy markets and declines in consumer spending. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates.

Certain prior year amounts in the accompanying Financial Statements and Notes to the Financial Statements have been reclassified in order to be comparable with the current year classifications. These reclassifications had no effect on previously reported net income.

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New Accounting Pronouncements

3 Months Ended

Mar. 31, 2016

Accounting Changes and Error Corrections [Abstract]

New Accounting Pronouncements

Note 3. New Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued an accounting standards update that amended accounting guidance on revenue recognition. Under this guidance, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity should disclose sufficient information to enable users of financial statements to understand the nature, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB issued an accounting standards update which deferred the effective date for adoption of the new revenue standard by one year. In March 2016, the FASB issued an accounting standards update that clarifies the implementation guidance on principal versus agent considerations on revenue recognition. In April 2016, the FASB issued an accounting standards update that clarifies the implementation guidance on performance obligations and licensing on revenue recognition. This standard will be effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption of the accounting standard is allowed as of the original effective date, which is for fiscal years, and interim periods within those years, beginning after December 15, 2016. The accounting standards update permits the use of either the retrospective or cumulative effect transition method. We are evaluating the impact of this accounting standards update on our consolidated financial statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the accounting standards update on our ongoing financial reporting.

In February 2016, the FASB issued an accounting standards update which sets out the principles for the recognition, measurement, presentation and disclosure of leases applicable to both lessors and lessees. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the impact that the adoption of this accounting standards update will have on our financial statements, but we expect this new guidance will have a material impact on our consolidated financial statements since the Company has a significant number of operating and capital lease arrangements for which it is the lessee and others for which it is the lessor.

In March 2016, the FASB issued an accounting standards update that clarifies that a change in the counterparty to a derivative instrument that has been designated as a hedging instrument under existing accounting guidance does not, in and of itself, require de-designation of that hedging relationship provided that all other hedge accounting criteria continue to be met. Amendments in this update are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The amendments can be applied either prospectively or retrospectively on a modified basis. We do not expect the adoption of this new guidance to have a material impact on our consolidated financial statements.

In March 2016, the FASB issued an accounting standards update which eliminates the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. Therefore, upon qualifying for the equity method of accounting, no retroactive adjustment of the investment is required. Amendments in this update are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The amendments should be applied prospectively upon their effective date to increases in the level of ownership interest or degree of influence that result in the adoption of the equity method. Early adoption is permitted. We do not expect the adoption of this new guidance to have a material impact on our consolidated financial statements.

In March 2016, the FASB issued an accounting standards update which simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, forfeitures, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Amendments in this update are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for any entity in any interim or annual period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. We expect this new guidance to have an impact on our consolidated financial statements since the Company has share-based compensation arrangements. We are currently evaluating the impact that the adoption of this accounting standards update will have on our financial statements.

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Earnings (Loss) Per Share

3 Months Ended

Mar. 31, 2016

Earnings Per Share [Abstract]

Earnings (Loss) Per Share

Note 4. Earnings (Loss) Per Share

Basic earnings per common share is determined by dividing net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is determined by dividing net income (loss) attributable to common shareholders and noncontrolling interests by the weighted average number of common shares outstanding, assuming all potentially dilutive shares were issued.

Beginning on December 12, 2014, an economic interest in Partnership common equity was held by the holders of Class B exchangeable limited partnership units (“Partnership exchangeable units”). Since December 12, 2015, the one year anniversary of the effective date of the Transactions, the holders of Partnership exchangeable units each have the right to require Partnership to exchange all or any portion of such holder’s Partnership exchangeable units on a one-for-one basis for RBI common shares, subject to RBI’s right as the general partner of Partnership, at RBI’s sole discretion, to deliver a cash payment in lieu of RBI common shares. See Note 12, Shareholders’ Equity.

We apply the treasury stock method to determine the dilutive weighted average common shares represented by Partnership exchangeable units and outstanding stock options, unless the effect of their inclusion is anti-dilutive. The diluted earnings per share calculation assumes conversion of 100% of the Partnership exchangeable units under the “if converted” method. Accordingly, the numerator is also adjusted to include the earnings allocated to the holders of noncontrolling interests.

The following table summarizes the basic and diluted earnings per share calculations (in millions, except per share amounts):

	Three Months Ended March 31,
	2016		2015
Numerator - Basic:
Net income (loss) attributable to common shareholders	$	50.0	$	(8.3	)
Numerator - Diluted:
Net income (loss) attributable to common shareholders	$	50.0	$	(8.3	)
Add: Net income (loss) attributable to noncontrolling interests		49.9		(10.8	)
Dilutive net income (loss) available to common shareholders and noncontrolling interests	$	99.9	$	(19.1	)
Denominator:
Weighted average common shares - basic		230.0		202.2
Exchange of noncontrolling interests for common shares		229.8		265.0
Effect of other dilutive securities		8.6		—
Weighted average common shares - diluted		468.4		467.2
Basic earnings (loss) per share	$	0.22	$	(0.04	)
Diluted earnings (loss) per share	$	0.21	$	(0.04	)
Anti-dilutive share options outstanding		6.8		24.9

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Inventories and Other Current Assets, net

3 Months Ended

Mar. 31, 2016

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Inventories and Other Current Assets, net

Note 5. Inventories and Other Current Assets, net

Inventories and other current assets, net consist of the following (in millions):

	As of
	March 31, 2016		December 31, 2015
Raw materials	$	27.0	$	22.7
Finished goods		61.8		58.6
Total inventory		88.8		81.3
Refundable and prepaid income taxes		109.2		21.5
Prepaid rent		4.2		10.6
Prepaids and other current assets		27.6		18.8
Inventories and other current assets, net	$	229.8	$	132.2

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Intangible Assets, net and Goodwill

3 Months Ended

Mar. 31, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets, net and Goodwill

Note 6. Intangible Assets, net and Goodwill

Intangible assets, net and goodwill consist of the following (in millions):

	As of
	March 31, 2016							December 31, 2015
	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net
Identifiable assets subject to amortization:
Franchise agreements	$	669.4	$	(115.5	)	$	553.9	$	653.0	$	(106.8	)	$	546.2
Favorable leases		449.0		(120.9	)		328.1		436.5		(107.5	)		329.0
Subtotal		1,118.4		(236.4	)		882.0		1,089.5		(214.3	)		875.2
Indefinite lived intangible assets:
Tim Hortons brand	$	6,531.4	$	—		$	6,531.4	$	6,175.4	$	—		$	6,175.4
Burger King brand		2,126.1		—			2,126.1		2,097.2		—			2,097.2
Subtotal		8,657.5		—			8,657.5		8,272.6		—			8,272.6
Intangible assets, net						$	9,539.5						$	9,147.8
Goodwill	$	4,797.7						$	4,574.4

We recorded amortization expense on intangible assets of $18.3 million for the three months ended March 31, 2016 and $19.5 million for the same period in the prior year. The change in the brands and goodwill balances during the three months ended March 31, 2016 was due to the impact of foreign currency translation.

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Other Assets, net

3 Months Ended

Mar. 31, 2016

Investments, All Other Investments [Abstract]

Other Assets, net

Note 7. Other Assets, net

Other assets, net consist of the following (in millions):

	As of
	March 31, 2016		December 31, 2015
Derivative assets - noncurrent	$	616.6	$	830.9
Equity method investments		159.6		139.0
Other assets		89.3		81.7
Other assets, net	$	865.5	$	1,051.6

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Equity Method Investments

3 Months Ended

Mar. 31, 2016

Equity Method Investments and Joint Ventures [Abstract]

Equity Method Investments

Note 8. Equity Method Investments

The aggregate carrying amount of our equity method investments was $159.6 million as of March 31, 2016 and $139.0 million as of December 31, 2015 and is included as a component of other assets, net in our condensed consolidated balance sheets. Below are the names of the entities, country of operation and our equity interest in our significant equity method investments based on the carrying value as of March 31, 2016.

Entity	Country	Equity Interest
TIMWEN Partnership	Canada		50.00	%
Carrols Restaurant Group, Inc.	United States		21.35	%
Pangaea Foods (China) Holdings, Ltd.	China		27.50	%

With respect to our TH business, the most significant equity method investment is our 50% joint-venture interest with The Wendy’s Company (the “TIMWEN Partnership”), which jointly holds real estate underlying Canadian combination restaurants. During the three months ended March 31, 2016, TH received $2.5 million in cash distributions and recognized $4.4 million of contingent rent expense associated with this joint venture.

The aggregate market value of our equity interest in Carrols Restaurant Group, Inc., based on the quoted market price on March 31, 2016, is approximately $135.9 million. No quoted market prices are available for our remaining equity method investments.

With respect to our BK operations, most of the entities in which we have an equity interest own or franchise BK restaurants. Franchise and property revenue we recognized from franchisees that are owned or franchised by entities in which we have an equity interest consist of the following (in millions):

	Three Months Ended March 31,
	2016		2015
Revenues from affiliates:
Franchise royalties	$	27.7	$	20.4
Property revenues		6.6		7.0
Franchise fees and other revenue		3.6		1.2
Total	$	37.9	$	28.6

At March 31, 2016 and December 31, 2015, we had $16.7 million and $23.9 million, respectively, of accounts receivable from our equity method investments which were recorded in trade and notes receivable, net in our condensed consolidated balance sheets.

(Income) loss from equity method investments reflects our share of investee net income or loss. During the three months ended March 31, 2016, we recorded an $11.6 million increase to the carrying value of our investment balance and a noncash dilution gain included in (income) loss from equity method investments on the issuance of capital stock by Burger King France SAS (“France JV”), one of our equity method investees. This issuance of capital stock reduced our ownership interest in the France JV. The dilution gain reflects an adjustment to the difference between the amount of our underlying equity in the net assets of the France JV before and after the issuance of capital stock. Similarly, during the three months ended March 31, 2015, we recorded a $10.9 million increase to the carrying value of our investment balance and a noncash dilution gain included in (income) loss from equity method investments on the issuance of capital stock by BK Brasil Operacao E Assesoria A Restaurantes S.A. (“Brazil JV”), one of our equity method investees. This issuance of capital stock reduced our ownership interest in the Brazil JV. The dilution gain reflects an adjustment to the difference between the amount of our underlying equity in the net assets of the Brazil JV before and after the issuance of capital stock.

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Other Accrued Liabilities and Other Liabilities, net

3 Months Ended

Mar. 31, 2016

Other Liabilities Disclosure [Abstract]

Other Accrued Liabilities and Other Liabilities, net

Note 9. Other Accrued Liabilities and Other Liabilities, net

Other accrued liabilities (current) and other liabilities, net (noncurrent) consist of the following (in millions):

	As of
	March 31, 2016		December 31, 2015
Current:
Dividend payable	$	131.9	$	128.3
Interest payable		82.9		63.1
Accrued compensation and benefits		26.3		62.5
Taxes payable - current		102.6		46.9
Deferred income - current		29.4		33.5
Closed property reserve		13.4		14.0
Restructuring and other provisions		11.7		13.5
Derivatives liabilities - current		6.3		—
Other		75.1		79.5
Other accrued liabilities	$	479.6	$	441.3
Noncurrent:
Unfavorable leases	$	318.9	$	322.0
Taxes payable - noncurrent		250.3		236.7
Accrued pension		80.0		80.2
Derivatives liabilities - noncurrent		157.0		47.3
Lease liability - noncurrent		28.9		29.5
Deferred income - noncurrent		26.3		23.7
Other		57.1		56.5
Other liabilities, net	$	918.5	$	795.9

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Long-Term Debt

3 Months Ended

Mar. 31, 2016

Debt Disclosure [Abstract]

Long-Term Debt

Note 10. Long-Term Debt

Long-term debt consists of the following (in millions):

		As of
	Maturity dates	March 31, 2016			December 31, 2015
Term Loan Facility	December 12, 2021	$	5,084.8		$	5,097.7
2015 Senior Notes	January 15, 2022		1,250.0			1,250.0
2014 Senior Notes	April 1, 2022		2,250.0			2,250.0
Tim Hortons Notes	various		42.0			39.4
Other	N/A		93.2			88.5
Less: unamortized discount and deferred financing costs			(215.1	)		(224.3	)
Total debt, net			8,504.9			8,501.3
Less: current maturities of debt			(39.3	)		(39.0	)
Total long-term debt		$	8,465.6		$	8,462.3

As of March 31, 2016 and December 31, 2015, unamortized discount included $41.3 million and $43.2 million, respectively, related to our secured term loans (the “Term Loan Facility”) under our credit agreement dated May 22, 2015 (the “2015 Amended Credit Agreement”).

As of March 31, 2016, deferred financing costs included $125.7 million related to the Term Loan Facility, $8.6 million related to our first lien senior secured notes (the “2015 Senior Notes”) and $39.5 million related to our second lien senior secured notes (the “2014 Senior Notes”). As of December 31, 2015, deferred financing costs included $131.3 million related to the Term Loan Facility, $9.0 million related to the 2015 Senior Notes and $40.8 million related to the 2014 Senior Notes. Deferred financing costs are amortized over the term of the debt into interest expense using the effective interest method. The amortization of deferred financing costs included in interest expense, net was $7.8 million for the three months ended March 31, 2016 and $4.8 million for the three months ended March 31, 2015.

Revolving Credit Facility

As of March 31, 2016, we had no amounts outstanding under the revolving credit facility available under the 2015 Amended Credit Agreement (the “Revolving Credit Facility”). Funds available under the Revolving Credit Facility may be used to repay other debt, finance debt or share repurchases, to fund acquisitions or capital expenditures and for other general corporate purposes. We have a $125.0 million letter of credit sublimit as part of the Revolving Credit Facility, which reduces our borrowing availability under this facility by the cumulative amount of outstanding letters of credit. As of March 31, 2016, we had $4.2 million of letters of credit issued against the Revolving Credit Facility and our borrowing availability was $495.8 million.

Interest Expense, net

Interest expense, net consists of the following (in millions):

	Three Months Ended March 31,
	2016			2015
Term Loan Facility	$	51.8		$	75.8
2015 Senior Notes		14.5			—
2014 Senior Notes		33.7			33.8
Tim Hortons Notes		0.4			1.9
Amortization of deferred financing costs and debt issuance discount		9.7			7.0
Capital lease obligations		4.8			5.1
Other		0.8			0.9
Interest income		(0.6	)		(1.4	)
Interest expense, net	$	115.1		$	123.1

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Income Taxes

3 Months Ended

Mar. 31, 2016

Income Tax Disclosure [Abstract]

Income Taxes

Note 11. Income Taxes

Our effective tax rate was 21.9% for the three months ended March 31, 2016. The effective tax rate during this period was primarily a result of the mix of income from multiple tax jurisdictions, partially offset by the favorable impact from intercompany financing.

Our effective tax rate was 50.0% for the three months ended March 31, 2015. The effective tax rate during this period was primarily due to the revaluation of certain monetary assets and liabilities as a result of changes in foreign currency exchange rates which had an unfavorable impact of approximately 19%. To a lesser extent the rate for the quarter was unfavorably impacted by certain non-deductible transactions costs. The remainder of the effective rate is primarily based on the mix of income from multiple tax jurisdictions.

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Shareholders' Equity

3 Months Ended

Mar. 31, 2016

Equity [Abstract]

Shareholders' Equity

Note 12. Shareholders’ Equity

Noncontrolling Interests

Noncontrolling interests represent equity interests in consolidated subsidiaries that are not attributable to us. The holders of Partnership exchangeable units held an economic interest of approximately 50.0% and 50.9% in Partnership common equity through the ownership of 227,365,646 and 233,739,648 Partnership exchangeable units as of March 31, 2016 and December 31, 2015, respectively.

Pursuant to the terms of the partnership agreement, each holder of a Partnership exchangeable unit is entitled to distributions from Partnership in an amount equal to any dividends or distributions that we declare and pay with respect to our common shares. Distributions declared by Partnership on Partnership exchangeable units were $31.9 million during the three months ended March 31, 2016. Additionally, each holder of a Partnership exchangeable unit is entitled to vote in respect of matters on which holders of our common shares are entitled to vote through one special voting share of the Company. Since December 12, 2015, the one year anniversary of the effective date of the Transactions, each holder of a Partnership exchangeable unit may require Partnership to exchange all or any portion of such holder’s Partnership exchangeable units for our common shares at a ratio of one common share for each Partnership exchangeable unit, subject to our right as the general partner of Partnership, in our sole discretion, to deliver a cash payment in lieu of our common shares. If we elect to make a cash payment in lieu of issuing common shares, the amount of the payment will be the weighted average trading price of the common shares on the New York Stock Exchange for the 20 consecutive trading days ending on the last business day prior to the exchange date.

During the three months ended March 31, 2016, Partnership received exchange notices representing 6,374,002 Partnership exchangeable units. Pursuant to the terms of the partnership agreement, Partnership satisfied the exchange notices by exchanging these Partnership exchangeable units for the same number of newly issued Company common shares. The exchanges represented increases in our ownership interest in Partnership and were accounted for as equity transactions, with no gain or loss recorded in the condensed consolidated statement of operations. Pursuant to the terms of the partnership agreement, upon the exchange of Partnership exchangeable units, each such Partnership exchangeable unit is automatically deemed cancelled concurrently with such exchange.

Partnership issued preferred units to us in connection with the Transactions and our issuance of Class A 9.0% cumulative compounding perpetual voting preferred shares of the Company (the “Preferred Shares”). Under the terms of the partnership agreement, Partnership will make a preferred unit distribution to us in amounts equal to (i) dividends we pay on the Preferred Shares and (ii) in the event we redeem the Preferred Shares, the redemption amount of the Preferred Shares. Although the Partnership preferred units and related distributions eliminate in consolidation, they affect the amount of net income (loss) attributable to noncontrolling interests that we report. Net income (loss) attributable to noncontrolling interests represents the noncontrolling interests’ portion of (a) Partnership net income (loss) for the period less (b) preferred unit dividends accrued by Partnership.

The noncontrolling interest recognized in connection with the Restaurant VIEs of Tim Hortons was $4.5 million and $0.7 million at March 31, 2016 and December 31, 2015, respectively.

We adjust net income (loss) in our condensed consolidated statements of operations to exclude the noncontrolling interests’ proportionate share of results of operations. Also, we present the proportionate share of equity attributable to the noncontrolling interests as a separate component of shareholders’ equity within our condensed consolidated balance sheets.

Accumulated Other Comprehensive Income (Loss)

The following table displays the change in the components of accumulated other comprehensive income (loss) (“AOCI”) (in millions):

	Derivatives			Pensions			Foreign Currency Translation			AOCI
Balances at December 31, 2015	$	318.0		$	(12.3	)	$	(1,039.4	)	$	(733.7	)
Foreign currency translation adjustment		—			—			649.4			649.4
Net change in fair value of derivatives, net of tax		(283.0	)		—			—			(283.0	)
Amounts reclassified to earnings of cash flow hedges, net of tax		(0.1	)		—			—			(0.1	)
Amortization of prior service (credits) costs, net of tax		—			(0.4	)		—			(0.4	)
Amortization of actuarial (gains) losses, net of tax		—			0.1			—			0.1
Other comprehensive income attributable to noncontrolling interests		148.8			(0.2	)		(349.6	)		(201.0	)
Balances at March 31, 2016	$	183.7		$	(12.8	)	$	(739.6	)	$	(568.7	)

The following table displays the reclassifications out of AOCI (in millions):

		Amounts Reclassified from AOCI
	Affected Line Item in the	Three Months Ended March 31,
Details about AOCI Components	Statements of Operations	2016			2015
Gains (losses) on cash flow hedges:
Interest rate derivative contracts	Interest expense, net	$	(3.5	)	$	—
Interest rate derivative contracts	Other operating expenses (income), net		—			(4.9	)
Forward-currency contracts	Cost of sales		3.6			2.8
	Total before tax		0.1			(2.1	)
	Income tax (expense) benefit		—			0.6
	Net of tax	$	0.1		$	(1.5	)
Defined benefit pension:
Amortization of prior service credits (costs)	SG&A (a)		0.7			0.7
Amortization of actuarial gains (losses)	SG&A (a)		(0.1	)		(0.7	)
	Total before tax		0.6			—
	Income tax (expense) benefit		(0.3	)		—
	Net of tax	$	0.3		$	—
Total reclassifications	Net of tax	$	0.4		$	(1.5	)

(a) Refers to selling, general and administrative expenses in the condensed consolidated statements of operations.

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Fair Value Measurements

3 Months Ended

Mar. 31, 2016

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 13. Fair Value Measurements

The following table presents our assets and liabilities measured at fair value on a recurring basis and the levels of inputs used to measure fair value, which include derivatives designated as cash flow hedging instruments and derivatives designated as net investment hedges as well as their location on our condensed consolidated balance sheets as of March 31, 2016 and December 31, 2015 (in millions):

		Fair Value Measurements				Fair Value Measurements
		at March 31, 2016				at December 31, 2015
	Balance Sheet Location	(Level 2)		Total		(Level 2)		Total
Assets:
Derivatives designated as cash flow hedges
Foreign currency	Trade and notes receivable, net	$	—	$	—	$	6.6	$	6.6
Derivatives designated as net investment hedges
Foreign currency	Other assets, net		616.6		616.6		830.9		830.9
Total assets at fair value		$	616.6	$	616.6	$	837.5	$	837.5
Liabilities:
Derivatives designated as cash flow hedges
Interest rate	Other liabilities, net	$	91.6	$	91.6	$	40.9	$	40.9
Foreign currency	Other accrued liabilities		6.3		6.3		—		—
Derivatives designated as net investment hedges
Foreign currency	Other liabilities, net		65.4		65.4		6.3		6.3
Total liabilities at fair value		$	163.3	$	163.3	$	47.2	$	47.2

Our derivatives are valued using a discounted cash flow analysis that incorporates observable market parameters, such as interest rate yield curves and currency rates, classified as Level 2 within the valuation hierarchy. Derivative valuations incorporate credit risk adjustments that are necessary to reflect the probability of default by us or the counterparty.

At March 31, 2016 and December 31, 2015, the fair value of our variable rate term debt and bonds was estimated at $8.7 billion, compared to a principal carrying amount of $8.6 billion. The fair value of our variable rate term debt and bonds was estimated using inputs based on bid and offer prices and are Level 2 inputs within the fair value hierarchy.

Certain nonfinancial assets and liabilities are measured at fair value on a nonrecurring basis. These assets and liabilities are not measured at fair value on an ongoing basis but are subject to periodic impairment tests. These items primarily include long-lived assets, goodwill, the Tim Hortons brand, the Burger King brand and other intangible assets.

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Derivative Instruments

3 Months Ended

Mar. 31, 2016

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments

Note 14. Derivative Instruments

Disclosures about Derivative Instruments and Hedging Activities

We enter into derivative instruments for risk management purposes, including derivatives designated as cash flow hedges, derivatives designated as net investment hedges and those utilized as economic hedges. We use derivatives to manage exposure to fluctuations in interest rates and currency exchange rates. See Note 13 for fair value measurements of our derivative instruments.

Interest Rate Swaps – Outstanding as of March 31, 2016

During May 2015, we entered into a series of receive-variable, pay-fixed interest rate swaps to hedge the variability in the interest payments on $2,500.0 million of our Term Loan Facility beginning May 28, 2015, through the expiration of the final swap on March 31, 2021. The notional value of the swaps is $2,500.0 million. There are six sequential interest rate swaps to achieve the hedged position. Each year on March 31, the existing interest rate swap is scheduled to expire and be immediately replaced with a new interest rate swap until the expiration of the final swap on March 31, 2021. At inception, these interest rate swaps were designated as a cash flow hedge for hedge accounting, and as such, the effective portion of unrealized changes in market value are recorded in AOCI and reclassified into earnings during the period in which the hedged forecasted transaction affects earnings. Gains and losses from hedge ineffectiveness are recognized in current earnings.

Interest Rate Swaps – Settled During 2015

The following derivative instruments were settled during May 2015. During November 2014, we entered into a series of receive-variable, pay-fixed interest rate swaps to hedge the variability in the interest payments associated with our Term Loan Facility beginning April 1, 2015, through the expiration of the final swap on March 31, 2021. The initial notional value of the swaps was $6,733.1 million, which initially aligned with the outstanding principal balance of the Term Loan Facility as of April 1, 2015, and was to be reduced quarterly in accordance with the principal repayments of the Term Loan Facility. There were six sequential interest rate swaps to achieve the hedged position. Each year on March 31, the existing interest rate swap was scheduled to expire and be immediately replaced with a new interest rate swap until the expiration of the arrangement on March 31, 2021. At inception, these interest rate swaps were designated as a cash flow hedge for hedge accounting, and as such, the effective portion of unrealized changes in market value were recorded in AOCI and reclassified into earnings during the period in which the hedged forecasted transaction affects earnings. Gains and losses from hedge ineffectiveness were recognized in earnings. During the first quarter of 2015, we temporarily discontinued hedge accounting on the entire balance of these interest rate swaps as a result of a $42.7 million mandatory prepayment of our Term Loan Facility as well as changes to forecasted cash flows, and settled $42.7 million of these instruments equal to the amount of the mandatory prepayment of our Term Loan Facility. During this same period, of the remaining $6,690.4 million of notional outstanding, we re-designated $5,690.4 million of notional amount as a cash flow hedge for hedge accounting and $1,000.0 million of notional amount was not designated for hedge accounting and as such changes in fair value on this portion of the interest rate swaps were recognized in earnings. During April 2015, in order to offset the cash flows associated with our $1,000.0 million notional value receive-variable, pay-fixed interest rate swap that was not designated for hedge accounting, we entered into a pay-variable, receive-fixed mirror interest rate swap with a notional value of $1,000.0 million and a maturity date of March 31, 2021.

The following derivative instruments were also settled during May 2015. During October 2014, we entered into a series of receive-variable, pay-fixed interest rate swaps with a combined initial notional value of $6,750.0 million that was amortized each quarter at the same rate of the Term Loan Facility. To offset the cash flows associated with these interest rate swaps, in November 2014 we entered into a series of receive-fixed, pay-variable mirror interest rate swaps with a combined initial notional value of $6,750.0 million that was amortized each quarter at the same rate of the Term Loan Facility. For all of these derivative instruments, each year on March 31, the existing interest rate swap was scheduled to expire and be immediately replaced with a new interest rate swap until the expiration of the arrangement on March 31, 2021. These interest rate swaps were not designated for hedge accounting and as such changes in fair value were recognized in earnings.

In connection with the interest rate swaps settled during May 2015, we paid $36.2 million. The net unrealized loss remaining in AOCI totaled $84.6 million at the date of settlement and is being reclassified into interest expense, net as the original hedged forecasted transaction affects earnings. The amount of pre-tax losses in AOCI as of March 31, 2016 that we expect to be reclassified into interest expense within the next 12 months is $12.6 million.

Cross-Currency Rate Swaps

To protect the value of our investments in our foreign operations against adverse changes in foreign currency exchange rates, we may, from time to time, hedge a portion of our net investment in one or more of our foreign subsidiaries by using cross-currency rate swaps. We have designated cross-currency rate swap contracts between the Canadian dollar and U.S. dollar and the Euro and U.S. dollar as net investment hedges of a portion of our equity in foreign operations in those currencies. The component of the gains and losses on our net investment in these designated foreign operations driven by changes in foreign exchange rates are economically offset by movements in the fair value of our cross currency swap contracts. The fair value of the swaps is calculated each period with changes in fair value reported in AOCI net of tax. Such amounts will remain in AOCI until the complete or substantially complete liquidation of our investment in the underlying foreign operations.

At March 31, 2016, we had outstanding cross-currency rate swaps in which we pay quarterly between 4.802% and 7.002% on a tiered payment structure per annum on the Canadian dollar notional amount of C$5,641.7 million and receive quarterly between 3.948% and 6.525% on a tiered payment structure per annum on the U.S. dollar notional amount of $5,000.0 million through the maturity date of March 31, 2021. At inception, these derivative instruments were not designated for hedge accounting and, as such, changes in fair value were initially recognized in earnings. Beginning with the closing of the Transactions on December 12, 2014, we designated these cross-currency rate swaps as hedges and began accounting for these derivative instruments as net investment hedges.

At March 31, 2016, we also had outstanding a cross-currency rate swap in which we pay quarterly fixed-rate interest payments on the Euro notional amount of €1,107.8 million and receive quarterly fixed-rate interest payments on the U.S. dollar notional amount of $1,200.0 million through the maturity date of March 31, 2021. At inception, this cross-currency rate swap was designated as a hedge and is accounted for as a net investment hedge.

During the three months ended March 31, 2015, we terminated our cross-currency rate swaps entered into prior to the Transactions with an aggregate notional value of $315.0 million. In connection with this termination, we received $52.1 million, which is reflected as a source of cash provided by investing activities in the condensed consolidated statement of cash flows for the three months ended March 31, 2015. The net unrealized gains totaled $31.8 million as of the termination date. Such amounts will remain in AOCI until the complete or substantially complete liquidation of our investment in the underlying foreign operations. At inception, these cross-currency rate swaps were designated as a hedge and were accounted for as net investment hedges. A total notional value of $115.0 million of these swaps were contracts to exchange quarterly fixed-rate interest payments we make in Euros for quarterly fixed-rate interest payments we receive in U.S. dollars and had an original maturity of October 19, 2016. A total notional value of $200.0 million of these swaps were contracts to exchange quarterly floating-rate interest payments we make in Euros based on EURIBOR for quarterly floating-rate interest payments we receive in U.S. dollars based on LIBOR and had an original maturity of September 28, 2017. These cross-currency rate swaps also required the exchange of Euros and U.S. dollar principal payments upon maturity.

Foreign Currency Exchange Contracts

We use foreign exchange derivative instruments to manage the impact of foreign exchange fluctuations on U.S. dollar purchases and payments, such as coffee made by our Canadian Tim Hortons operations. At March 31, 2016, we had outstanding forward currency contracts to manage this risk in which we sell Canadian dollars and buy U.S. dollars with a notional value of $174.6 million with maturities to June 2017. We have designated these instruments as cash flow hedges, and as such, the effective portion of unrealized changes in market value are recorded in AOCI and are reclassified into earnings during the period in which the hedged forecasted transaction affects earnings. Gains and losses from hedge ineffectiveness are recognized in current earnings.

Credit Risk

By entering into derivative instrument contracts, we are exposed to counterparty credit risk. Counterparty credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is in an asset position, the counterparty has a liability to us, which creates credit risk for us. We attempt to minimize this risk by selecting counterparties with investment grade credit ratings and regularly monitoring our market position with each counterparty.

Credit-Risk Related Contingent Features

Our derivative instruments do not contain any credit-risk related contingent features.

The following tables present the required quantitative disclosures for our derivative instruments (in millions):

	Gain (Loss) Recognized in Other Comprehensive Income (Loss) (effective portion)
	Three Months Ended March 31,
	2016			2015
Derivatives designated as cash flow hedges:
Forward-starting interest rate swaps	$	(51.0	)	$	(83.0	)
Forward-currency contracts	$	(9.1	)	$	9.7
Derivatives designated as net investment hedges:
Cross-currency rate swaps	$	(274.1	)	$	454.3
Classification on Condensed Consolidated  Statements of Operations	Gain (Loss) Reclassified from AOCI into Earnings
	Three Months Ended March 31,
	2016			2015
Interest expense, net	$	(3.5	)	$	—
Other operating expenses (income), net	$	—		$	(4.9	)
Cost of sales	$	3.6		$	2.8
	Gain (Loss) Recognized in Other Operating Expenses (Income), net
	Three Months Ended March 31,
	2016			2015
Derivatives not designated as hedging instruments:
Interest rate swaps	$	—		$	(8.5	)
Forward-currency contracts	$	—		$	2.1
Ineffectiveness of cash flow hedges:
Interest rate swaps	$	—		$	(1.6	)

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Franchise and Property Revenues

3 Months Ended

Mar. 31, 2016

Other Industries [Abstract]

Franchise and Property Revenues

Note 15. Franchise and Property Revenues

Franchise and property revenues consist of the following (in millions):

	Three Months Ended
	March 31,
	2016		2015
Franchise royalties	$	227.8	$	215.8
Property revenues		171.3		178.5
Franchise fees and other revenue		28.9		39.5
Franchise and property revenues	$	428.0	$	433.8

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Other Operating Expenses (Income), net

3 Months Ended

Mar. 31, 2016

Other Income and Expenses [Abstract]

Other Operating Expenses (Income), net

Note 16. Other Operating Expenses (Income), net

Other operating expenses (income), net consist of the following (in millions):

	Three Months Ended
	March 31,
	2016		2015
Net losses (gains) on disposal of assets, restaurant closures and refranchisings	$	15.3	$	0.5
Litigation settlements and reserves, net		0.7		1.6
Net losses (gains) on derivatives		—		12.9
Net losses (gains) on foreign exchange		24.1		22.5
Other, net		0.7		0.1
Other operating expenses (income), net	$	40.8	$	37.6

Net losses (gains) on disposal of assets, restaurant closures and refranchisings for the three months ended March 31, 2016 primarily reflects losses in connection with sales of Company restaurants, or “refranchisings” in our TH business.

Net losses (gains) on derivatives for the three months ended March 31, 2015 is primarily due to changes in fair value related to interest rate swaps not designated for hedge accounting. These interest rate swaps were settled during May 2015.

Net losses (gains) on foreign exchange is primarily related to revaluation of foreign denominated assets and liabilities.

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Variable Interest Entities

3 Months Ended

Mar. 31, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Variable Interest Entities

Note 17. Variable Interest Entities

VIEs for Which We Are the Primary Beneficiary

At March 31, 2016, December 31, 2015 and March 31, 2015, we consolidated 119, 141 and 258 Restaurant VIEs, respectively, where TH is the restaurants’ primary beneficiary and Advertising VIEs. During the three months ended March 31, 2016, sales and operating costs and expenses associated with Restaurant VIEs were $32.5 million and $31.4 million, respectively, prior to consolidation adjustments. During the three months ended March 31, 2015, sales and operating costs and expenses associated with Restaurant VIEs were $61.6 million and $60.4 million, respectively, prior to consolidation adjustments.

The liabilities recognized as a result of consolidating these VIEs do not necessarily represent additional claims on our general assets; rather, they represent claims against the specific assets of the consolidated VIEs. Conversely, assets recognized as a result of consolidating these VIEs do not represent additional assets that could be used to satisfy claims by our creditors as they are not legally included within our general assets.

VIEs for Which We Are Not the Primary Beneficiary

We have investments in certain TH real estate ventures and certain BK master franchisees, which were determined to be VIEs of which we are not the primary beneficiary. We do not consolidate these entities as control is considered to be shared by both TH and the other joint owners in the case of the TH real estate ventures, or control rests with other parties in the case of BK master franchisee VIEs.

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Segment Reporting

3 Months Ended

Mar. 31, 2016

Segment Reporting [Abstract]

Segment Reporting

Note 18. Segment Reporting

Under the Tim Hortons brand, we operate in the donut/coffee/tea category of the quick service segment of the restaurant industry. Under the Burger King brand, we operate in the fast food hamburger restaurant category of the quick service segment of the restaurant industry. We generate revenue from four sources: (i) sales exclusive to Tim Hortons franchisees related to our supply chain operations, including manufacturing, procurement, warehousing and distribution, as well as sales to retailers; (ii) property revenues from properties we lease or sublease to franchisees; (iii) franchise revenues, consisting primarily of royalties based on a percentage of sales reported by franchise restaurants and franchise fees paid by franchisees; and (iv) sales at Company restaurants.

We have two operating segments: (1) TH, which includes all operations of our Tim Hortons brand, and (2) BK, which includes all operations of our Burger King brand. We also determined that our two operating segments represent our reportable segments.

Revenues by operating segment consist of the following (in millions):

	Three Months Ended
	March 31,
	2016		2015
Revenues:
TH	$	657.8	$	683.7
BK		260.7		249.6
Total revenues	$	918.5	$	933.3

Total revenues in Canada were $581.2 million during the three months ended March 31, 2016, and $604.6 million during the three months ended March 31, 2015. Total revenues outside of Canada were $337.3 million during the three months ended March 31, 2016, and $328.7 million during the three months ended March 31, 2015. Total revenues in the United States were $229.5 million during the three months ended March 31, 2016, and $231.8 million during the three months ended March 31, 2015. Only Canada and the United States represented 10% or more of our total revenues in each period presented.

Our measure of segment income is Adjusted EBITDA. Adjusted EBITDA represents earnings (net income or loss) before interest, (gain) loss on early extinguishment of debt, taxes, depreciation and amortization, adjusted to exclude the impact of share-based compensation and non-cash incentive compensation expense, other operating expenses (income), net, (income) loss from equity method investments, net of cash distributions received from equity method investments, and all other specifically identified items that management believes do not directly reflect our core operations. Adjusted EBITDA assists management in comparing segment performance by removing the impact of such items, including acquisition accounting impact on cost of sales, TH transaction and restructuring costs, and integration costs. A reconciliation of segment income to net income consists of the following (in millions):

	Three Months Ended
	March 31,
	2016			2015
Segment Income:
TH	$	227.8		$	184.4
BK		180.0			170.7
Adjusted EBITDA		407.8			355.1
Share-based compensation and non-cash incentive compensation expense		7.9			13.9
Acquisition accounting impact on cost of sales		—			1.8
TH transaction and restructuring costs		—			28.0
Integration costs		2.2			—
Impact of equity method investments (a)		(15.7	)		0.9
Other operating expenses (income), net		40.8			37.6
EBITDA		372.6			272.9
Depreciation and amortization		42.0			48.8
Income from operations		330.6			224.1
Interest expense, net		115.1			123.1
(Gain) loss on early extinguishment of debt		—			(0.3	)
Income tax expense		47.2			50.7
Net income	$	168.3		$	50.6

(a) Represents (i) (income) loss from equity method investments and (ii) cash distributions received from our equity method investments. Cash distributions received from our equity method investments are included in segment income.

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Subsequent Event

3 Months Ended

Mar. 31, 2016

Subsequent Events [Abstract]

Subsequent Event

Note 19. Subsequent Event

Dividends

On April 4, 2016, we paid a cash dividend of $0.14 per common share to common shareholders of record on March 3, 2016. On such date, Partnership also made a distribution in respect of each Partnership exchangeable unit in the amount of $0.14 per exchangeable unit to holders of record on March 3, 2016. On April 1, 2016, we paid a cash dividend of $0.98 per Preferred Share, for a total dividend of $67.5 million, to the holder of the Preferred Shares. The dividend on the Preferred Shares included the amount due for the first calendar quarter of 2016.

On April 27, 2016, our board of directors declared a cash dividend of $0.15 per common share, which will be paid on July 6, 2016, to common shareholders of record on May 16, 2016. Partnership will also make a distribution in respect of each Partnership exchangeable unit in the amount of $0.15 per exchangeable unit, and the record date and payment date for distributions on Partnership exchangeable units are the same as the record date and payment date set forth above. On April 27, 2016, our board of directors declared a cash dividend of $0.98 per Preferred Share, for a total dividend of $67.5 million which will be paid to the holder of the Preferred Shares on July 5, 2016. The dividend on the Preferred Shares includes the amount due for the second calendar quarter of 2016.

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Description of Business and Organization (Tables)

3 Months Ended

Mar. 31, 2016

Accounting Policies [Abstract]

Restaurant Count for Geographic Areas

The following table outlines our restaurant count and activity, by brand and consolidated, for the periods indicated.

	Tim Hortons			Burger King			System Wide
Total restaurants – December 31, 2015		4,413			15,003			19,416
Openings		32			158			190
Closures		(7	)		(153	)		(160	)
Total restaurants – March 31, 2016		4,438			15,008			19,446

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Earnings (Loss) Per Share (Tables)

3 Months Ended

Mar. 31, 2016

Earnings Per Share [Abstract]

Basic and Diluted Earnings Per Share

The following table summarizes the basic and diluted earnings per share calculations (in millions, except per share amounts):

	Three Months Ended March 31,
	2016		2015
Numerator - Basic:
Net income (loss) attributable to common shareholders	$	50.0	$	(8.3	)
Numerator - Diluted:
Net income (loss) attributable to common shareholders	$	50.0	$	(8.3	)
Add: Net income (loss) attributable to noncontrolling interests		49.9		(10.8	)
Dilutive net income (loss) available to common shareholders and noncontrolling interests	$	99.9	$	(19.1	)
Denominator:
Weighted average common shares - basic		230.0		202.2
Exchange of noncontrolling interests for common shares		229.8		265.0
Effect of other dilutive securities		8.6		—
Weighted average common shares - diluted		468.4		467.2
Basic earnings (loss) per share	$	0.22	$	(0.04	)
Diluted earnings (loss) per share	$	0.21	$	(0.04	)
Anti-dilutive share options outstanding		6.8		24.9

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Inventories and Other Current Assets, net (Tables)

3 Months Ended

Mar. 31, 2016

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Inventories and Other Current Assets, Net

Inventories and other current assets, net consist of the following (in millions):

	As of
	March 31, 2016		December 31, 2015
Raw materials	$	27.0	$	22.7
Finished goods		61.8		58.6
Total inventory		88.8		81.3
Refundable and prepaid income taxes		109.2		21.5
Prepaid rent		4.2		10.6
Prepaids and other current assets		27.6		18.8
Inventories and other current assets, net	$	229.8	$	132.2

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Intangible Assets, net and Goodwill (Tables)

3 Months Ended

Mar. 31, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets, Net and Goodwill

Intangible assets, net and goodwill consist of the following (in millions):

	As of
	March 31, 2016							December 31, 2015
	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net
Identifiable assets subject to amortization:
Franchise agreements	$	669.4	$	(115.5	)	$	553.9	$	653.0	$	(106.8	)	$	546.2
Favorable leases		449.0		(120.9	)		328.1		436.5		(107.5	)		329.0
Subtotal		1,118.4		(236.4	)		882.0		1,089.5		(214.3	)		875.2
Indefinite lived intangible assets:
Tim Hortons brand	$	6,531.4	$	—		$	6,531.4	$	6,175.4	$	—		$	6,175.4
Burger King brand		2,126.1		—			2,126.1		2,097.2		—			2,097.2
Subtotal		8,657.5		—			8,657.5		8,272.6		—			8,272.6
Intangible assets, net						$	9,539.5						$	9,147.8
Goodwill	$	4,797.7						$	4,574.4

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Other Assets, net (Tables)

3 Months Ended

Mar. 31, 2016

Investments, All Other Investments [Abstract]

Other Assets, Net

Other assets, net consist of the following (in millions):

	As of
	March 31, 2016		December 31, 2015
Derivative assets - noncurrent	$	616.6	$	830.9
Equity method investments		159.6		139.0
Other assets		89.3		81.7
Other assets, net	$	865.5	$	1,051.6

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Equity Method Investments (Tables)

3 Months Ended

Mar. 31, 2016

Equity Method Investments and Joint Ventures [Abstract]

Summary of Equity Method Investment

Below are the names of the entities, country of operation and our equity interest in our significant equity method investments based on the carrying value as of March 31, 2016.

Entity	Country	Equity Interest
TIMWEN Partnership	Canada		50.00	%
Carrols Restaurant Group, Inc.	United States		21.35	%
Pangaea Foods (China) Holdings, Ltd.	China		27.50	%

Summary of Franchise and Property Revenue

Franchise and property revenue we recognized from franchisees that are owned or franchised by entities in which we have an equity interest consist of the following (in millions):

	Three Months Ended March 31,
	2016		2015
Revenues from affiliates:
Franchise royalties	$	27.7	$	20.4
Property revenues		6.6		7.0
Franchise fees and other revenue		3.6		1.2
Total	$	37.9	$	28.6

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Other Accrued Liabilities and Other Liabilities, net (Tables)

3 Months Ended

Mar. 31, 2016

Other Liabilities Disclosure [Abstract]

Schedule of Other Accrued Liabilities (Current) and Other Liabilities (Noncurrent), Net

Other accrued liabilities (current) and other liabilities, net (noncurrent) consist of the following (in millions):

	As of
	March 31, 2016		December 31, 2015
Current:
Dividend payable	$	131.9	$	128.3
Interest payable		82.9		63.1
Accrued compensation and benefits		26.3		62.5
Taxes payable - current		102.6		46.9
Deferred income - current		29.4		33.5
Closed property reserve		13.4		14.0
Restructuring and other provisions		11.7		13.5
Derivatives liabilities - current		6.3		—
Other		75.1		79.5
Other accrued liabilities	$	479.6	$	441.3
Noncurrent:
Unfavorable leases	$	318.9	$	322.0
Taxes payable - noncurrent		250.3		236.7
Accrued pension		80.0		80.2
Derivatives liabilities - noncurrent		157.0		47.3
Lease liability - noncurrent		28.9		29.5
Deferred income - noncurrent		26.3		23.7
Other		57.1		56.5
Other liabilities, net	$	918.5	$	795.9

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Long-Term Debt (Tables)

3 Months Ended

Mar. 31, 2016

Debt Disclosure [Abstract]

Summary of Long-Term Debt

Long-term debt consists of the following (in millions):

		As of
	Maturity dates	March 31, 2016			December 31, 2015
Term Loan Facility	December 12, 2021	$	5,084.8		$	5,097.7
2015 Senior Notes	January 15, 2022		1,250.0			1,250.0
2014 Senior Notes	April 1, 2022		2,250.0			2,250.0
Tim Hortons Notes	various		42.0			39.4
Other	N/A		93.2			88.5
Less: unamortized discount and deferred financing costs			(215.1	)		(224.3	)
Total debt, net			8,504.9			8,501.3
Less: current maturities of debt			(39.3	)		(39.0	)
Total long-term debt		$	8,465.6		$	8,462.3

Schedule of Interest Expense, Net

Interest expense, net consists of the following (in millions):

	Three Months Ended March 31,
	2016			2015
Term Loan Facility	$	51.8		$	75.8
2015 Senior Notes		14.5			—
2014 Senior Notes		33.7			33.8
Tim Hortons Notes		0.4			1.9
Amortization of deferred financing costs and debt issuance discount		9.7			7.0
Capital lease obligations		4.8			5.1
Other		0.8			0.9
Interest income		(0.6	)		(1.4	)
Interest expense, net	$	115.1		$	123.1

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Shareholders' Equity (Tables)

3 Months Ended

Mar. 31, 2016

Equity [Abstract]

Summary of Change in Components of Accumulated Other Comprehensive Income (Loss)

The following table displays the change in the components of accumulated other comprehensive income (loss) (“AOCI”) (in millions):

	Derivatives			Pensions			Foreign Currency Translation			AOCI
Balances at December 31, 2015	$	318.0		$	(12.3	)	$	(1,039.4	)	$	(733.7	)
Foreign currency translation adjustment		—			—			649.4			649.4
Net change in fair value of derivatives, net of tax		(283.0	)		—			—			(283.0	)
Amounts reclassified to earnings of cash flow hedges, net of tax		(0.1	)		—			—			(0.1	)
Amortization of prior service (credits) costs, net of tax		—			(0.4	)		—			(0.4	)
Amortization of actuarial (gains) losses, net of tax		—			0.1			—			0.1
Other comprehensive income attributable to noncontrolling interests		148.8			(0.2	)		(349.6	)		(201.0	)
Balances at March 31, 2016	$	183.7		$	(12.8	)	$	(739.6	)	$	(568.7	)

Reclassifications Out of AOCI

The following table displays the reclassifications out of AOCI (in millions):

		Amounts Reclassified from AOCI
	Affected Line Item in the	Three Months Ended March 31,
Details about AOCI Components	Statements of Operations	2016			2015
Gains (losses) on cash flow hedges:
Interest rate derivative contracts	Interest expense, net	$	(3.5	)	$	—
Interest rate derivative contracts	Other operating expenses (income), net		—			(4.9	)
Forward-currency contracts	Cost of sales		3.6			2.8
	Total before tax		0.1			(2.1	)
	Income tax (expense) benefit		—			0.6
	Net of tax	$	0.1		$	(1.5	)
Defined benefit pension:
Amortization of prior service credits (costs)	SG&A (a)		0.7			0.7
Amortization of actuarial gains (losses)	SG&A (a)		(0.1	)		(0.7	)
	Total before tax		0.6			—
	Income tax (expense) benefit		(0.3	)		—
	Net of tax	$	0.3		$	—
Total reclassifications	Net of tax	$	0.4		$	(1.5	)

(a) Refers to selling, general and administrative expenses in the condensed consolidated statements of operations.

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Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2016

Fair Value Disclosures [Abstract]

Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis

The following table presents our assets and liabilities measured at fair value on a recurring basis and the levels of inputs used to measure fair value, which include derivatives designated as cash flow hedging instruments and derivatives designated as net investment hedges as well as their location on our condensed consolidated balance sheets as of March 31, 2016 and December 31, 2015 (in millions):

		Fair Value Measurements				Fair Value Measurements
		at March 31, 2016				at December 31, 2015
	Balance Sheet Location	(Level 2)		Total		(Level 2)		Total
Assets:
Derivatives designated as cash flow hedges
Foreign currency	Trade and notes receivable, net	$	—	$	—	$	6.6	$	6.6
Derivatives designated as net investment hedges
Foreign currency	Other assets, net		616.6		616.6		830.9		830.9
Total assets at fair value		$	616.6	$	616.6	$	837.5	$	837.5
Liabilities:
Derivatives designated as cash flow hedges
Interest rate	Other liabilities, net	$	91.6	$	91.6	$	40.9	$	40.9
Foreign currency	Other accrued liabilities		6.3		6.3		—		—
Derivatives designated as net investment hedges
Foreign currency	Other liabilities, net		65.4		65.4		6.3		6.3
Total liabilities at fair value		$	163.3	$	163.3	$	47.2	$	47.2

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Derivative Instruments (Tables)

3 Months Ended

Mar. 31, 2016

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Quantitative Disclosures of Derivative Instruments

The following tables present the required quantitative disclosures for our derivative instruments (in millions):

	Gain (Loss) Recognized in Other Comprehensive Income (Loss) (effective portion)
	Three Months Ended March 31,
	2016			2015
Derivatives designated as cash flow hedges:
Forward-starting interest rate swaps	$	(51.0	)	$	(83.0	)
Forward-currency contracts	$	(9.1	)	$	9.7
Derivatives designated as net investment hedges:
Cross-currency rate swaps	$	(274.1	)	$	454.3
Classification on Condensed Consolidated Statements of Operations	Gain (Loss) Reclassified from AOCI into Earnings
	Three Months Ended March 31,
	2016			2015
Interest expense, net	$	(3.5	)	$	—
Other operating expenses (income), net	$	—		$	(4.9	)
Cost of sales	$	3.6		$	2.8
	Gain (Loss) Recognized in Other Operating Expenses (Income), net
	Three Months Ended March 31,
	2016			2015
Derivatives not designated as hedging instruments:
Interest rate swaps	$	—		$	(8.5	)
Forward-currency contracts	$	—		$	2.1
Ineffectiveness of cash flow hedges:
Interest rate swaps	$	—		$	(1.6	)

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Franchise and Property Revenues (Tables)

3 Months Ended

Mar. 31, 2016

Other Industries [Abstract]

Summary of Franchise and Property Revenues

Franchise and property revenues consist of the following (in millions):

	Three Months Ended
	March 31,
	2016		2015
Franchise royalties	$	227.8	$	215.8
Property revenues		171.3		178.5
Franchise fees and other revenue		28.9		39.5
Franchise and property revenues	$	428.0	$	433.8

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Other Operating Expenses (Income), net (Tables)

3 Months Ended

Mar. 31, 2016

Other Income and Expenses [Abstract]

Other Operating Expenses (Income), Net

Other operating expenses (income), net consist of the following (in millions):

	Three Months Ended
	March 31,
	2016		2015
Net losses (gains) on disposal of assets, restaurant closures and refranchisings	$	15.3	$	0.5
Litigation settlements and reserves, net		0.7		1.6
Net losses (gains) on derivatives		—		12.9
Net losses (gains) on foreign exchange		24.1		22.5
Other, net		0.7		0.1
Other operating expenses (income), net	$	40.8	$	37.6

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Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2016

Segment Reporting [Abstract]

Revenues by Operating Segment

Revenues by operating segment consist of the following (in millions):

	Three Months Ended
	March 31,
	2016		2015
Revenues:
TH	$	657.8	$	683.7
BK		260.7		249.6
Total revenues	$	918.5	$	933.3

Reconciliation of Segment Income to Net Income

A reconciliation of segment income to net income consists of the following (in millions):

	Three Months Ended
	March 31,
	2016			2015
Segment Income:
TH	$	227.8		$	184.4
BK		180.0			170.7
Adjusted EBITDA		407.8			355.1
Share-based compensation and non-cash incentive compensation expense		7.9			13.9
Acquisition accounting impact on cost of sales		—			1.8
TH transaction and restructuring costs		—			28.0
Integration costs		2.2			—
Impact of equity method investments (a)		(15.7	)		0.9
Other operating expenses (income), net		40.8			37.6
EBITDA		372.6			272.9
Depreciation and amortization		42.0			48.8
Income from operations		330.6			224.1
Interest expense, net		115.1			123.1
(Gain) loss on early extinguishment of debt		—			(0.3	)
Income tax expense		47.2			50.7
Net income	$	168.3		$	50.6

(a) Represents (i) (income) loss from equity method investments and (ii) cash distributions received from our equity method investments. Cash distributions received from our equity method investments are included in segment income.

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Description of Business and Organization - Additional Information (Detail)	Mar. 31, 2016 Restaurants Country
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of restaurants in operation | Restaurants	19,446
Number of countries in which company and franchise restaurants operated | Country	100
Percentage of franchised Tim Hortons and Burger King restaurants	100.00%

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Description of Business and Organization - Restaurant Count for Geographic Areas (Detail)	3 Months Ended
	Mar. 31, 2016 Restaurants
Operation By Geographical [Line Items]
Restaurant count at end of period	19,446
System Wide Restaurants [Member]
Operation By Geographical [Line Items]
Restaurant count at beginning of period	19,416
Openings	190
Closures	(160)
Restaurant count at end of period	19,446
Burger King [Member]
Operation By Geographical [Line Items]
Restaurant count at beginning of period	15,003
Openings	158
Closures	(153)
Restaurant count at end of period	15,008
Tim Hortons [Member]
Operation By Geographical [Line Items]
Restaurant count at beginning of period	4,413
Openings	32
Closures	(7)
Restaurant count at end of period	4,438

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Basis of Presentation and Consolidation - Additional Information (Detail)	Mar. 31, 2016
Regulatory Assets [Abstract]
Investment in other affiliates	50.00%

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Earnings (Loss) Per Share - Basic and Diluted Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Numerator - Basic:
Net income (loss) attributable to common shareholders	$ 50.0	$ (8.3)
Numerator - Diluted:
Net income (loss) attributable to common shareholders	50.0	(8.3)
Add: Net income (loss) attributable to noncontrolling interests	49.9	(10.8)
Dilutive net income (loss) available to common shareholders and noncontrolling interests	$ 99.9	$ (19.1)
Denominator:
Weighted average common shares - basic	230.0	202.2
Exchange of noncontrolling interests for common shares	229.8	265.0
Effect of other dilutive securities	8.6
Weighted average common shares - diluted	468.4	467.2
Basic earnings (loss) per share	$ 0.22	$ (0.04)
Diluted earnings (loss) per share	$ 0.21	$ (0.04)
Anti-dilutive share options outstanding	6.8	24.9

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Inventories and Other Current Assets, Net - Schedule of Inventories and Other Current Assets, Net (Detail) - USD ($) $ in Millions	Mar. 31, 2016	Dec. 31, 2015
Inventories And Other Assets Current [Abstract]
Raw materials	$ 27.0	$ 22.7
Finished goods	61.8	58.6
Total inventory	88.8	81.3
Refundable and prepaid income taxes	109.2	21.5
Prepaid rent	4.2	10.6
Prepaids and other current assets	27.6	18.8
Inventories and other current assets, net	$ 229.8	$ 132.2

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Intangible Assets, Net and Goodwill - Schedule of Intangible Assets, Net and Goodwill (Detail) - USD ($) $ in Millions	Mar. 31, 2016	Dec. 31, 2015
Finite And Indefinite Lived Intangible Assets [Line Items]
Identifiable assets, Gross	$ 1,118.4	$ 1,089.5
Goodwill	4,797.7	4,574.4
Identifiable assets, accumulated amortization	(236.4)	(214.3)
Indefinite lived intangible assets, Net	8,657.5	8,272.6
Identifiable assets, Net	882.0	875.2
Intangible assets, net	9,539.5	9,147.8
Tim Hortons [Member] | Trade Names [Member]
Finite And Indefinite Lived Intangible Assets [Line Items]
Indefinite lived intangible assets, Net	6,531.4	6,175.4
Burger King [Member] | Trade Names [Member]
Finite And Indefinite Lived Intangible Assets [Line Items]
Indefinite lived intangible assets, Net	2,126.1	2,097.2
Franchise Agreements [Member]
Finite And Indefinite Lived Intangible Assets [Line Items]
Identifiable assets, Gross	669.4	653.0
Identifiable assets, accumulated amortization	(115.5)	(106.8)
Identifiable assets, Net	553.9	546.2
Favorable Lease [Member]
Finite And Indefinite Lived Intangible Assets [Line Items]
Identifiable assets, Gross	449.0	436.5
Identifiable assets, accumulated amortization	(120.9)	(107.5)
Identifiable assets, Net	$ 328.1	$ 329.0

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Intangible Assets, Net and Goodwill - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense on intangible assets	$ 18.3	$ 19.5

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Other Assets, Net - Other Assets, Net (Detail) - USD ($) $ in Millions	Mar. 31, 2016	Dec. 31, 2015
Inventories And Other Non Current Assets [Abstract]
Derivative assets - noncurrent	$ 616.6	$ 830.9
Equity method investments	159.6	139.0
Other assets	89.3	81.7
Other assets, net	$ 865.5	$ 1,051.6

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Equity Method Investments - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Schedule of Equity Method Investments [Line Items]
Equity method investments	$ 159.6		$ 139.0
Joint-venture interest	50.00%
BK Brasil Operacao E Assesoria A Restaurantes S.A. ("Brazil JV") [Member]
Schedule of Equity Method Investments [Line Items]
Increase to carrying value of equity method investment		$ 10.9
Noncash dilution gain on the issuance of capital stock		$ 10.9
Carrols Restaurant Group, Inc. [Member]
Schedule of Equity Method Investments [Line Items]
Quoted market price	$ 135.9
Burger King France SAS ("France JV") [Member]
Schedule of Equity Method Investments [Line Items]
Increase to carrying value of equity method investment	11.6
Noncash dilution gain on the issuance of capital stock	$ 11.6
Tim Hortons [Member] | Wendy's Company TIMWEN Partnership
Schedule of Equity Method Investments [Line Items]
Joint-venture interest	50.00%
Cash distributions	$ 2.5
Contingent rent expense	4.4
Equity Method Investee [Member]
Schedule of Equity Method Investments [Line Items]
Accounts receivable from equity method investments	$ 16.7		$ 23.9

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Equity Method Investments - Summary of Equity Method Investment (Detail)	Mar. 31, 2016
Schedule of Equity Method Investments [Line Items]
Equity method investment ownership percentage	50.00%
TIMWEN Partnership [Member] | Canada [Member]
Schedule of Equity Method Investments [Line Items]
Equity method investment ownership percentage	50.00%
Carrols Restaurant Group, Inc. [Member] | United States [Member]
Schedule of Equity Method Investments [Line Items]
Equity method investment ownership percentage	21.35%
Pangaea Foods (China) Holdings, Ltd. [Member] | China [Member]
Schedule of Equity Method Investments [Line Items]
Equity method investment ownership percentage	27.50%

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Equity Method Investments - Summary of Franchise and Property Revenue (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Revenues from affiliates:
Franchise royalties	$ 227.8	$ 215.8
Property revenues	171.3	178.5
Franchise fees and other revenue	28.9	39.5
Total	428.0	433.8
Affiliates [Member]
Revenues from affiliates:
Franchise royalties	27.7	20.4
Property revenues	6.6	7.0
Franchise fees and other revenue	3.6	1.2
Total	$ 37.9	$ 28.6

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Other Accrued Liabilities and Other Liabilities, Net - Schedule of Other Accrued Liabilities (Current) and Other Liabilities (Noncurrent), Net (Detail) - USD ($) $ in Millions	Mar. 31, 2016	Dec. 31, 2015
Current:
Dividend payable	$ 131.9	$ 128.3
Interest payable	82.9	63.1
Accrued compensation and benefits	26.3	62.5
Taxes payable - current	102.6	46.9
Deferred income - current	29.4	33.5
Closed property reserve	13.4	14.0
Restructuring and other provisions	11.7	13.5
Derivatives liabilities - current	6.3
Other	75.1	79.5
Other accrued liabilities	479.6	441.3
Noncurrent:
Unfavorable leases	318.9	322.0
Taxes payable - noncurrent	250.3	236.7
Accrued pension	80.0	80.2
Derivatives liabilities - noncurrent	157.0	47.3
Lease liability - noncurrent	28.9	29.5
Deferred income - noncurrent	26.3	23.7
Other	57.1	56.5
Other liabilities, net	$ 918.5	$ 795.9

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Long-Term Debt - Summary of Long-Term Debt (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2016	Dec. 31, 2015
Debt Instrument [Line Items]
Other	$ 93.2	$ 88.5
Less: unamortized discount and deferred financing costs	(215.1)	(224.3)
Total debt	8,504.9	8,501.3
Total debt	8,504.9	8,501.3
Less: current maturities of debt	(39.3)	(39.0)
Total long-term debt	$ 8,465.6	8,462.3
Term Loan Facility [Member]
Debt Instrument [Line Items]
Maturity dates	Dec. 12, 2021
Term Loan Facility	$ 5,084.8	5,097.7
2015 Senior Notes [Member]
Debt Instrument [Line Items]
Maturity dates	Jan. 15, 2022
Senior Notes	$ 1,250.0	1,250.0
2014 Senior Notes [Member]
Debt Instrument [Line Items]
Maturity dates	Apr. 01, 2022
Senior Notes	$ 2,250.0	2,250.0
Tim Hortons Notes [Member]
Debt Instrument [Line Items]
Tim Hortons Notes	$ 42.0	$ 39.4

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Long-Term Debt - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Interest Expense [Member]
Debt Instrument [Line Items]
Amortization of deferred financing costs	$ 7.8	$ 4.8
Term Loan Facility [Member]
Debt Instrument [Line Items]
Debt instrument unamortized discount	41.3		$ 43.2
Deferred financing costs	125.7		131.3
2015 Senior Notes [Member]
Debt Instrument [Line Items]
Deferred financing costs	8.6		9.0
2014 Senior Notes [Member]
Debt Instrument [Line Items]
Deferred financing costs	$ 39.5		$ 40.8

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Long-Term Debt - Revolving Credit Facility - Additional Information (Detail) - Revolving Credit Facility [Member]	Mar. 31, 2016 USD ($)
Line of Credit Facility [Line Items]
Amount outstanding at the credit facility	$ 0
Letter of credit sublimit as part of revolving credit facility	125,000,000
Amount withdrawn from revolving credit facility	4,200,000
Remaining borrowing capacity	$ 495,800,000

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Long-Term Debt - Schedule of Interest Expense, Net (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Debt Instrument [Line Items]
Amortization of deferred financing costs and debt issuance discount	$ 9.7	$ 7.0
Capital lease obligations	4.8	5.1
Other	0.8	0.9
Interest income	(0.6)	(1.4)
Interest expense, net	115.1	123.1
Term Loan Facility [Member]
Debt Instrument [Line Items]
Interest expense	51.8	75.8
2015 Senior Notes [Member]
Debt Instrument [Line Items]
Interest expense	14.5
2014 Senior Notes [Member]
Debt Instrument [Line Items]
Interest expense	33.7	33.8
Tim Hortons Notes [Member]
Debt Instrument [Line Items]
Interest expense	$ 0.4	$ 1.9

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Income Taxes - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Income Tax Disclosure [Abstract]
Effective income tax rate	21.90%	50.00%
Unfavorable impact of change in foreign currency exchange rates on effective tax rate		19.00%

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Shareholders' Equity - Additional Information (Detail) - USD ($)			3 Months Ended	12 Months Ended
	Mar. 31, 2016	Dec. 31, 2015	Mar. 31, 2016	Dec. 31, 2015
Stockholders Equity [Line Items]
Distributions declared by Partnership on partnership exchangeable units			$ 31,900,000
Partnership exchangeable units			6,374,002
Gain (loss) recorded on equity transactions			$ 0
Noncontrolling interest recognized in connection with restaurant VIEs	$ 4,500,000	$ 700,000
Preferred Class A [Member]
Stockholders Equity [Line Items]
Preferred stock dividend rate percentage			9.00%
Restaurant Brands International Limited Partnership [Member]
Stockholders Equity [Line Items]
Partnership exchangeable units economic interest			50.00%	50.90%
Partnership exchangeable units economic interest, Amount	227,365,646	233,739,648	227,365,646	233,739,648

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Shareholders' Equity - Summary of Change in Components of Accumulated Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Accumulated Other Comprehensive Income (Loss) [Line Items]
AOCI, Beginning balance	$ (733.7)
Foreign currency translation adjustment	649.4
Net change in fair value of derivatives, net of tax	(283.0)
Amounts reclassified to earnings of cash flow hedges, net of tax	(0.1)	$ 1.5
Amortization of prior service (credits) costs, net of tax	(0.4)	(0.4)
Amortization of actuarial (gains) losses, net of tax	0.1	0.4
Other comprehensive income attributable to noncontrolling interests	(201.0)
AOCI, Ending balance	(568.7)
Gains (Losses) on Cash Flow Hedges [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
AOCI, Beginning balance	318.0
Net change in fair value of derivatives, net of tax	(283.0)
Amounts reclassified to earnings of cash flow hedges, net of tax	(0.1)	$ 1.5
Other comprehensive income attributable to noncontrolling interests	148.8
AOCI, Ending balance	183.7
Defined Benefit Pension [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
AOCI, Beginning balance	(12.3)
Amortization of prior service (credits) costs, net of tax	(0.4)
Amortization of actuarial (gains) losses, net of tax	0.1
Other comprehensive income attributable to noncontrolling interests	(0.2)
AOCI, Ending balance	(12.8)
Foreign Currency Translation Adjustments [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
AOCI, Beginning balance	(1,039.4)
Foreign currency translation adjustment	649.4
Other comprehensive income attributable to noncontrolling interests	(349.6)
AOCI, Ending balance	$ (739.6)

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Shareholders' Equity - Reclassifications Out of AOCI (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Interest rate derivative contracts, Income tax (expense) benefit	$ 0.0	$ 0.6
Total reclassifications, Net of tax	0.1	(1.5)
Total reclassifications, Net of tax	0.4	(1.5)
Cost of Sales [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Forward-currency contracts, Total before tax	3.6	2.8
Gains (Losses) on Cash Flow Hedges [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Interest rate derivative contracts, Interest expense, net	0.1	(2.1)
Interest rate derivative contracts, Income tax (expense) benefit		0.6
Total reclassifications, Net of tax	0.1	(1.5)
Gains (Losses) on Cash Flow Hedges [Member] | Interest Expense [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Interest rate derivative contracts, Interest expense, net	(3.5)
Gains (Losses) on Cash Flow Hedges [Member] | Other Operating Expenses (Income), Net [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Interest rate derivative contracts, Interest expense, net		(4.9)
Defined Benefit Pension [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Amortization of prior service credits (costs), SG&A	0.7	0.7
Amortization of actuarial gains (losses), SG&A	(0.1)	$ (0.7)
Defined benefit pension plan expense before tax	0.6
Defined benefit, Income tax (expense) benefit	(0.3)
Total reclassifications, Net of tax	$ 0.3

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Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Millions	Mar. 31, 2016	Dec. 31, 2015
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets at fair value	$ 616.6	$ 837.5
Total liabilities at fair value	163.3	47.2
Derivatives Designated as Cash Flow Hedges [Member] | Interest Rate [Member] | Other Liabilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total liabilities at fair value	91.6	40.9
Derivatives Designated as Cash Flow Hedges [Member] | Foreign Currency [Member] | Other Accrued Liabilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total liabilities at fair value	6.3
Derivatives Designated as Cash Flow Hedges [Member] | Foreign Currency [Member] | Trade and Notes Receivable [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets at fair value		6.6
Derivatives Designated as Net Investment Hedges [Member] | Foreign Currency [Member] | Other Liabilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total liabilities at fair value	65.4	6.3
Derivatives Designated as Net Investment Hedges [Member] | Foreign Currency [Member] | Other [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets at fair value	616.6	830.9
Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets at fair value	616.6	837.5
Total liabilities at fair value	163.3	47.2
Level 2 [Member] | Derivatives Designated as Cash Flow Hedges [Member] | Interest Rate [Member] | Other Liabilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total liabilities at fair value	91.6	40.9
Level 2 [Member] | Derivatives Designated as Cash Flow Hedges [Member] | Foreign Currency [Member] | Other Accrued Liabilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total liabilities at fair value	6.3
Level 2 [Member] | Derivatives Designated as Cash Flow Hedges [Member] | Foreign Currency [Member] | Trade and Notes Receivable [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets at fair value		6.6
Level 2 [Member] | Derivatives Designated as Net Investment Hedges [Member] | Foreign Currency [Member] | Other Liabilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total liabilities at fair value	65.4	6.3
Level 2 [Member] | Derivatives Designated as Net Investment Hedges [Member] | Foreign Currency [Member] | Other [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets at fair value	$ 616.6	$ 830.9

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Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Billions	Mar. 31, 2016	Dec. 31, 2015
Fair Value Disclosures [Abstract]
Fair value of variable rate term debt and bonds	$ 8.7	$ 8.7
Principal carrying amount	$ 8.6	$ 8.6

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Derivative Instruments - Additional Information (Detail)	1 Months Ended	3 Months Ended
	Oct. 31, 2014 USD ($)	Mar. 31, 2016 USD ($)	Mar. 31, 2015 USD ($)	Mar. 31, 2016 EUR (€)	Mar. 31, 2016 CAD	May. 31, 2015 USD ($) Interest_Rate_Swaps	Nov. 30, 2014 USD ($) Interest_Rate_Swaps
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Net cash provided by (used for) investing activities		$ 6,800,000	$ 32,700,000
Settlement of derivatives		1,100,000	(52,100,000)
Maximum [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Foreign currency forward contract notional amount		174,600,000
Fixed Income Interest Rate [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Foreign currency forward contract notional amount			115,000,000
Variable Income Interest Rate [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Foreign currency forward contract notional amount			200,000,000
Interest Expense [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Amount of pre-tax losses in AOCI expect to be reclassified into interest expense		$ (12,600,000)
Forward-Starting Interest Rate Swaps [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Cross-currency rate swaps, maturity date	Mar. 31, 2021	Mar. 31, 2021
Foreign currency forward contract notional amount	$ 6,750,000,000	$ 6,690,400,000				$ 2,500,000,000	$ 6,733,100,000
Number of sequential interest rate swap | Interest_Rate_Swaps						6	6
Amount on term loan facility for interest payments						$ 2,500,000,000
Derivative, type of interest rate paid on swap		Fixed
Net cash provided by (used for) investing activities		$ 36,200,000
Forward-Starting Interest Rate Swaps [Member] | Designated as Hedging Instrument [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Foreign currency forward contract notional amount		$ 5,690,400,000
Forward-Starting Interest Rate Swaps [Member] | Derivatives Not Designated as Hedging Instruments [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Cross-currency rate swaps, maturity date		Mar. 31, 2021
Foreign currency forward contract notional amount		$ 1,000,000,000
Forward-Starting Interest Rate Swaps [Member] | Interest Expense [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Net unrealized loss remaining in AOCI		$ 84,600,000
Forward-Starting Interest Rate Swaps [Member] | Term Loan Facility [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Cross-currency rate swaps, maturity date		Mar. 31, 2021
Settlement of derivative notional amount			(42,700,000)
Mandatory prepayment			$ 42,700,000
Cross Currency Interest Rate Contract [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Cross-currency rate swaps, maturity date			Sep. 28, 2017
Foreign currency forward contract notional amount			$ 315,000,000
Foreign currency forward contract - net unrealized gains			31,800,000
Settlement of derivatives			$ 52,100,000
Cross Currency Interest Rate Contract [Member] | Minimum [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Outstanding cross currency rate swaps		3.948%
Cross Currency Interest Rate Contract [Member] | Maximum [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Outstanding cross currency rate swaps		6.525%
Cross Currency Interest Rate Contract [Member] | Fixed Income Interest Rate [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Foreign currency forward contract notional amount		$ 1,200,000,000		€ 1,107,800,000
Cross Currency Interest Rate Contract [Member] | Canadian Dollar [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Foreign currency forward contract notional amount | CAD					CAD 5,641,700,000
Cross Currency Interest Rate Contract [Member] | Canadian Dollar [Member] | Minimum [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Outstanding cross currency rate swaps		4.802%
Cross Currency Interest Rate Contract [Member] | Canadian Dollar [Member] | Maximum [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Outstanding cross currency rate swaps		7.002%
Cross Currency Interest Rate Contract [Member] | United States Dollar [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Cross-currency rate swaps, maturity date		Mar. 31, 2021
Foreign currency forward contract notional amount		$ 5,000,000,000

XML

Derivative Instruments - Quantitative Disclosures of Derivative Instruments (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Gain (loss) reclassified from AOCI into Earnings	$ (3.5)	$ (15.0)
Gain (Loss) Recognized in Other operating expenses (income), net		(12.9)
Forward-Starting Interest Rate Swaps [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Gain (Loss) Recognized in Other operating expenses (income), net, Ineffectiveness of cash flow hedges		(1.6)
Derivatives Not Designated as Hedging Instruments [Member] | Forward-Starting Interest Rate Swaps [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Gain (Loss) Recognized in Other operating expenses (income), net		(8.5)
Derivatives Not Designated as Hedging Instruments [Member] | Forward Currency Contracts [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Gain (Loss) Recognized in Other operating expenses (income), net		2.1
Derivatives Designated as Cash Flow Hedges [Member] | Interest Rate Caps [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | Interest Expense [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Gain (loss) reclassified from AOCI into Earnings	(3.5)
Derivatives Designated as Cash Flow Hedges [Member] | Forward-Starting Interest Rate Swaps [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Gain (loss) recognized in other comprehensive income (loss)	(51.0)	(83.0)
Derivatives Designated as Cash Flow Hedges [Member] | Forward-Starting Interest Rate Swaps [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | Other Operating Expenses (Income), Net [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Gain (loss) reclassified from AOCI into Earnings		(4.9)
Derivatives Designated as Cash Flow Hedges [Member] | Forward Currency Contracts [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Gain (loss) recognized in other comprehensive income (loss)	(9.1)	9.7
Derivatives Designated as Cash Flow Hedges [Member] | Foreign Currency Exchange Contracts [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | Cost of Sales [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Gain (loss) reclassified from AOCI into Earnings	3.6	2.8
Derivatives Designated as Net Investment Hedges [Member] | Cross-currency Rate Swaps [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Gain (loss) recognized in other comprehensive income (loss)	$ (274.1)	$ 454.3

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Franchise and Property Revenues - Summary of Franchise and Property Revenues (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Franchisor Revenue [Abstract]
Franchise royalties	$ 227.8	$ 215.8
Property revenues	171.3	178.5
Franchise fees and other revenue	28.9	39.5
Franchise and property revenues	$ 428.0	$ 433.8

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Other Operating Expenses (Income), net - Other Operating Expenses (Income), Net (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Other Income and Expenses [Abstract]
Net losses (gains) on disposal of assets, restaurant closures and refranchisings	$ 15.3	$ 0.5
Litigation settlements and reserves, net	0.7	1.6
Net losses (gains) on derivatives		12.9
Net losses (gains) on foreign exchange	24.1	22.5
Other, net	0.7	0.1
Other operating expenses (income), net	$ 40.8	$ 37.6

XML

Variable Interest Entities - Additional Information (Detail) $ in Millions	3 Months Ended
	Mar. 31, 2016 USD ($) Restaurants	Mar. 31, 2015 USD ($) Restaurants	Dec. 31, 2015 Restaurants
Variable Interest Entity [Line Items]
Sales	$ 490.5	$ 499.5
Restaurant VIEs [Member]
Variable Interest Entity [Line Items]
Sales	32.5	61.6
Operating costs and expenses	$ 31.4	$ 60.4
Number of consolidated restaurants | Restaurants	119	258	141

XML

Segment Reporting - Additional Information (Detail) $ in Millions	3 Months Ended
	Mar. 31, 2016 USD ($) Segment	Mar. 31, 2015 USD ($)
Segment Reporting, Revenue Reconciling Item [Line Items]
Number of operating segments | Segment	2
Number of reportable segments | Segment	2
Revenues	$ 918.5	$ 933.3
Tim Hortons [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Number of operating segments | Segment	1
Revenues	$ 657.8	683.7
Burger King [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Number of operating segments | Segment	1
Revenues	$ 260.7	249.6
Canada [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	581.2	604.6
Outside Canada [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	337.3	328.7
United States [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	$ 229.5	$ 231.8
Canada And United States [Member] | Geographic Concentration Risk [Member] | Sales Revenue, Net [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues percentage	10.00%	10.00%

XML

Segment Reporting - Revenues by Operating Segment (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Revenue, Major Customer [Line Items]
Total revenues	$ 918.5	$ 933.3
Tim Hortons [Member]
Revenue, Major Customer [Line Items]
Total revenues	657.8	683.7
Burger King [Member]
Revenue, Major Customer [Line Items]
Total revenues	$ 260.7	$ 249.6

XML

Segment Reporting - Reconciliation of Segment Income to Net Income (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Segment Reporting, Revenue Reconciling Item [Line Items]
Acquisition accounting impact on cost of sales		$ 1.8
Impact of equity method investments	$ (18.5)	(1.7)
Other operating expenses (income), net	40.8	37.6
EBITDA	372.6	272.9
Depreciation and amortization	42.0	48.8
Income from operations	330.6	224.1
Interest expense, net	115.1	123.1
(Gain) loss on early extinguishment of debt		(0.3)
Income tax expense	47.2	50.7
Net income	168.3	50.6
Operating Segments [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Adjusted EBITDA	407.8	355.1
Operating Segments [Member] | Tim Hortons [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Adjusted EBITDA	227.8	184.4
Operating Segments [Member] | Burger King [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Adjusted EBITDA	180.0	170.7
Unallocated Management G&A [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Share-based compensation and non-cash incentive compensation expense	7.9	13.9
Acquisition accounting impact on cost of sales		1.8
Integration costs	2.2
Impact of equity method investments	(15.7)	0.9
Other operating expenses (income), net	$ 40.8	37.6
Unallocated Management G&A [Member] | Tim Hortons [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
TH transaction and restructuring costs		$ 28.0

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Subsequent Event - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions				3 Months Ended
	Apr. 27, 2016	Apr. 04, 2016	Apr. 01, 2016	Mar. 31, 2016	Mar. 31, 2015
Subsequent Event [Line Items]
Partnership exchangeable unit				$ 0.14
Cash dividend declared by board				$ 0.14	$ 0.09
Subsequent Event [Member]
Subsequent Event [Line Items]
Cash dividend paid per common share		$ 0.14
Cash dividend paid per preferred share			$ 0.98
Dividend payable record date	May 16, 2016	Mar. 03, 2016
Dividends paid preferred share			$ 67.5
Cash dividend declared by board	$ 0.15
Dividend to be paid date	Jul. 06, 2016
Subsequent Event [Member] | Preferred Share [Member]
Subsequent Event [Line Items]
Dividend payable record date	Jul. 05, 2016
Cash dividend declared by board	$ 0.98
Dividends Payable preferred share	$ 67.5
Subsequent Event [Member] | Partnerships Exchangeable Units [Member]
Subsequent Event [Line Items]
Partnership exchangeable unit	$ 0.15	$ 0.14