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Response:

The Company respectfully acknowledges the Staff’s comment. The Company plans to revise its disclosure on page 41, as indicated below, in accordance with the Staff’s request in future filings with the Commission.

Non-GAAP Reconciliations

The table below contains information regarding EBITDA and Adjusted EBITDA, which are non-GAAP measures, which may differ from similarly captioned measures of other companies in our industry. We believe that these non-GAAP measures are useful to investors in assessing our operating performance, as it provides them with the same tools that management uses to evaluate our performance and is responsive to questions we receive from both investors and analysts. By disclosing these non-GAAP measures, we intend to provide investors with a consistent comparison of our operating results and trends for the periods presented. EBITDA is defined as earnings (net income or loss) before interest, (gain) loss on early extinguishment of debt, taxes, and depreciation and amortization and is used by management to measure the operating performance of the business. Adjusted EBITDA is defined as EBITDA excluding the non-cash impact of share-based compensation and non-cash incentive compensation expense, other operating expenses (income), net,and (income) loss from equity method investments, net of cash distributions received from equity method investments, and allas well as other operating expenses (income), net. Other specifically identified costs associated with nonrecurring projects are also excluded from Adjusted EBITDA, including acquisition accounting impact on cost of sales and, TH Tim Hortons transaction and restructuring costs and integration costs, each of which is associated with the acquisition of Tim Hortons. Adjusted EBITDA is used by management to measure operating performance of the business, excluding these non-cash and other specifically identified items that management believes do not directly reflect our core operations, andare not relevant to management’s assessment of operating performance or the performance of an acquired business. Adjusted EBITDA, as defined above, also represents our measure of segment income.

Statements of Shareholders’ Equity, page 67

2. We note that in connection with the transactions that occurred in December 2014, the carrying amount of equity attributable to you was adjusted to reflect the change in your ownership interest of your subsidiaries and you recorded $2,918 as noncontrolling interests. Please explain to us how you determined or calculated this initial amount of noncontrolling interest.

Response:

The Company respectfully acknowledges the Staff’s comment. In connection with the transactions that occurred in December 2014 (the “Transactions”), former shareholders of Burger King Worldwide (“BKW”) elected to receive either common shares in Restaurant Brands International, Inc. (“RBI” or the “Company”) or Partnership Exchangeable Units (“PEUs”) of

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Restaurant Brands International Limited Partnership (“Partnership”) in exchange for their common shares of BKW. Since the PEUs represent a substantive economic interest in Partnership, they are accounted for as a noncontrolling interest (“NCI”) in RBI’s consolidated financial statements.

The common equity of Partnership is comprised of two classes of common units. Class A units are held by RBI and Class B PEUs are held by former BKW common shareholders, as described above. At December 12, 2014, the holders of PEUs held an economic interest of 56.7% in Partnership common equity.

Also in connection with the Transactions, Partnership became the parent company of both BKW and Tim Hortons Inc. (“THI”), which effectively created two components of NCI at RBI. The first component of the NCI balance relates to the PEU holders’ interest in BKW and was derived by multiplying the book value of BKW closing equity immediately before the closing of the Transactions by the economic interest in Partnership common equity attributable to the PEU holders. The second component of NCI relates to the PEU holders’ interest in THI and was derived by multiplying the fair value of equity issued in connection with the Transactions by the economic interest in Partnership common equity attributable to the PEU holders, as illustrated in the following table:

With respect to the BKW component, the “Book value of BKW equity before closing” of $1,115.8 million was comprised of the book value of BKW common stock, additional paid in capital, retained earnings and accumulated other comprehensive income (loss) immediately before the closing of the Transactions. With respect to the THI component, the “Fair value of equity issued in transactions” of $4,030.7 million was comprised of $3,783.1 million of RBI common shares and $247.6 million of warrants to purchase RBI common shares issued in connection with the Transactions.

* * * * *

The Company acknowledges that (a) it is responsible for the adequacy and accuracy of the disclosure in the filings, (b) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings, and (c) the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

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We hope that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please direct any questions, comments or requests for further information to me at 954-768-8255 or email at macculloughk@gtlaw.com.

cc: Joshua Kobza, Chief Financial Officer

Jill Granat, General Counsel & Secretary