SecProbe.io

Mail Stop 3561
June 22, 2016

Joshua Kobza
Chief Financial Officer
Restaurant Brands International, Inc.
226 Wyecroft Road
Oakville, Ontario Canada L6K 3X7

Re: Restaurant Brands International, Inc.
 Form 10-K for  Fiscal  Year Ended December 31, 2015
Filed February 26, 2016
File No. 001 -36786

Dear Mr. Kobza :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for  Fiscal  Year Ended December 31, 2015

Management’s Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations

Non-GAAP Reconciliations, page 41

1. We note that you disclose the non -GAAP financial measure s EBITDA and Adjusted
EBITDA.  Please revise to disclose the reasons why you believe that presentation of these
measures provides useful information to investors regarding your financial condition and
results of operations, as required by Item 10(e)(1)(i)( C).  Please provide similar revisions
in your Forms 10 -Q.

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 refle ct the change in your

Joshua Kobza
Restaurant Brands International, Inc.
June 22, 2016
Page 2

 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.

We urge all persons who are respons ible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in posses sion of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 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.

You may contact Kristin Shifflett at 202 -551-3381, Claire Erlanger at 202 -551-3301  or
me at 202-551-3377  with any questions.

Sincerely,

 /s/ Lyn Shenk for

Andrew Mew
Senior Assistant Chief Accountant