<PAGE>
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                                   FORM 10-K
 
(Mark One)
 
/X/  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934
 
     For the fiscal year ended December 28, 1997
 
/ /  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 00028230
 
                      PLANET HOLLYWOOD INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)
 
<TABLE>
<S>                                            <C>
                  DELAWARE                                      59-3283783
       (State or other jurisdiction of                       (I.R.S. Employer
       incorporation or organization)                     Identification Number)
</TABLE>
 
                             8669 COMMODITY CIRCLE
                             ORLANDO, FLORIDA 32819
          (Address of principal executive office, including zip code)
 
                                 (407) 363-7827
              (Registrant's telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act:
 
<TABLE>
<S>                                                       <C>
                  TITLE OF EACH CLASS                            NAME OF EACH EXCHANGE ON WHICH REGISTERED
                    ---------------                                --------------------------------------
         Class A Common Stock, $0.01 par value                            New York Stock Exchange
</TABLE>
 
          Securities registered pursuant to Section 12(g) of the Act:
                                (TITLE OF CLASS)
                                  ------------
 
                                      None
 
    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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  /X/
 
    The approximate aggregate market value of the registrant's Class A voting
common stock held by non-affiliates of the registrant, based on the closing
price of $11.125 per share as reported on the New York Stock Exchange as of the
close of business on March 12, 1998 is $316,873,431. The approximate aggregate
market value of the registrant's non-voting common stock held by non-affiliates
of the registrant, based on the assumption that such stock on a per share basis
should be valued at approximately 65% of the value per share of the registrant's
Class A voting common stock, as of the close of business on March 12, 1998 is
$30,533,794. Such assumption is based in part on the convertibility restrictions
imposed upon, and the lack of public trading in, the registrant's Class B
non-voting common stock.
 
    As of March 12, 1998, there were approximately 97,028,247 shares of the
registrant's Class A voting common stock and 11,764,144 shares of the
registrant's Class B non-voting common stock outstanding.
 
    The Registrant's Definitive Proxy Statement to be filed in connection with
the registrant's annual stockholders meeting to be held on May 22, 1998, is
incorporated by reference into Part III hereof.
<PAGE>
PART I
 
ITEM 1. BUSINESS
 
    The statements that follow which express belief, anticipation or
expectation, as well as other statements which are not historical fact, are
forward looking statements. Consequently, actual results may vary materially
from these beliefs, anticipations and expectations. Meaningful factors which
could cause actual results to differ include, but are not limited to,
uncertainty of future profitability, ability to obtain satisfactory financing,
uncertainty of market acceptance, impact of competitive products, as well as
other factors discussed in Item 7 of this Form 10-K--"Management's Discussion
and Analysis of Financial Condition and Results of Operation."
 
GENERAL
 
    Planet Hollywood International, Inc., a Delaware corporation (the
"Company"), is a creator and worldwide developer of consumer brands that
transcend international barriers and capitalize on the universal appeal of
movies, sports and other entertainment-based themes. Since the Company commenced
operations in October 1991, the PLANET HOLLYWOOD name and distinctive logo
design have become among the most widely-recognized trademarks in the world. To
date, the Company has promoted its brands primarily through the operation of
theme restaurants, most notably PLANET HOLLYWOOD and the OFFICIAL ALL STAR CAFE,
that provide a unique dining and entertainment experience in a high-energy
environment and, through their integrated retail stores, offer a broad selection
of merchandise displaying the Company's logos. During fiscal 1997, more than 20
million people visited the Company's 53 Company-owned and 34 franchised
restaurant units located in 29 countries throughout the world. The Company had
revenues of approximately $475.1 million and EBITDA (earnings before interest,
taxes, depreciation, amortization and $68.2 million of noncash charges
associated with a $71.2 million charge in fiscal 1997) of approximately $120.2
million in fiscal 1997.
 
    An important part of the Company's strategy is to promote its brands through
the active involvement as stockholders of some of the world's most famous movie
stars, including Arnold Schwarzenegger, Sylvester Stallone, Bruce Willis, Demi
Moore and Whoopi Goldberg, and sports stars, including Andre Agassi, Wayne
Gretzky, Ken Griffey, Jr., Joe Montana, Shaquille O'Neal, Monica Seles and Tiger
Woods. The Company's celebrity stockholders generate significant media attention
and publicity for the PLANET HOLLYWOOD and OFFICIAL ALL STAR CAFE brands. The
Company is continuing to expand its roster of celebrity stockholders, with an
emphasis on new, up-and-coming stars, in order to appeal to broader segments of
consumers.
 
    The Company's strategy is to capitalize on its brand recognition across a
wide range of businesses in addition to theme restaurants. Accordingly, the
Company has embarked on several strategic ventures in movie theaters, lodging,
gaming and consumer products. To reflect this diversification of its business,
the Company has recently organized its operations into five divisions, each of
which is described below.
 
FOOD & BEVERAGE DIVISION
 
    The Food & Beverage division is primarily responsible for the development
of, and the food and beverage operations associated with, the Company's theme
restaurants other than those associated with its joint venture projects. The
Company's theme restaurants are characterized by distinctive design features and
are generally located at high profile sites in major tourist markets. Units
generally range in size from approximately 12,000 to 36,000 square feet and in
seating capacity from 230 to 600 persons, and offer high-quality, popular
cuisine, attentive service and an atmosphere of excitement created by combining
unique layouts and decor with custom-designed videos and audio soundtracks. See
Note 13 to the Company's Consolidated Financial Statements for information
relating to direct revenues and cost of sales relating to food and beverage.
 
                                       2
<PAGE>
    Each PLANET HOLLYWOOD unit features authentic movie memorabilia, including
props and costumes ranging from movie classics, such as GONE WITH THE WIND, to
the academy award winning film, FORREST GUMP, as well as items from the
celebrity stockholders' movies, such as Arnold Schwarzenegger's cyborg from
TERMINATOR, Sylvester Stallone's boxing shorts from ROCKY, Bruce Willis'
motorcycle from PULP FICTION and Demi Moore's uniform from A FEW GOOD MEN. Each
OFFICIAL ALL STAR CAFE unit resembles the inside of a sports arena or stadium
and displays sports memorabilia such as the contract for Babe Ruth's trade from
the Red Sox to the Yankees, authentic celebrity-owned uniforms and athletic
equipment, the basketball backboard that Shaquille O'Neal shattered while
dunking in his rookie season, Andre Agassi's high school trophies and ponytail
and other items of personal interest from the careers of the sports celebrity
stockholders. Diners are entertained by custom-designed videos, recorded music,
movie trailers, footage of famous moments in sports, movie montages, live music
events and live coverage of patrons displayed on large screens throughout the
units. Certain of the PLANET HOLLYWOOD and OFFICIAL ALL STAR CAFE units have
separate screening or private rooms for viewing movies and special sporting
events.
 
    The Company will soon launch its third major theme concept, a tribute to the
world of live music (the "Music Concept"). As with the Company's two existing
theme concepts, the Music Concept will have substantial celebrity involvement
and a distinctive brand name and logo that can be applied to restaurants,
lodging and merchandise. The Music Concept will be promoted initially through
theme restaurants with integrated retail stores. Each of the Music Concept theme
restaurants will feature live performances by a broad range of musical artists,
either in a connected club facility or in an integrated stage area within the
restaurant itself. The Company's two flagship units are expected to open in the
summer of 1998 in Leicester Square in London and Times Square in New York City.
Each will have approximately 15,000 square feet of restaurant space seating up
to 350 people and an adjacent live music club with room for approximately 500
people in London and 1,000 people in New York. The restaurants will feature
items of personal interest donated or loaned by the music industry celebrities
who will be associated with the Music Concept. Each unit will also be configured
to allow patrons to view a wide range of music events and videos from their
seating location.
 
RETAIL & MERCHANDISING DIVISION
 
    The Retail & Merchandising division is primarily responsible for the
development of, and sales of products and merchandise through, retail stores
located within the Company's theme restaurants as well as stand-alone retail
stores and other distribution channels, including mass market and specialty
retailers. Management believes the Company will derive significant benefit from
the creation of a separate division that focuses on sales of merchandise.
Merchandise sales yield higher operating margins than do food and beverage sales
and provide additional off-site promotion for the Company's brands. See Note 13
to the Company's Consolidated Financial Statements for information relating to
direct revenues and cost of sales relating to merchandise.
 
    Most of the Company's theme restaurants include an integrated merchandise
store that offers premium-quality fashion merchandise, such as jackets,
T-shirts, sweatshirts and hats, as well as watches, pins, key chains, glasses,
stuffed animals and other souvenir items. The OFFICIAL ALL STAR CAFE units also
offer athletic apparel for various sports, such as tennis, basketball and
baseball, as well as duffle and equipment bags, all of which incorporates an
OFFICIAL ALL STAR CAFE "team" theme. Music Concept units will also offer fashion
and souvenir merchandise that incorporate the Music Concept theme. All
merchandise prominently displays the colorful and distinctive trademark and logo
design and typically the name of the city in which the unit is located, which
enhances the collectible nature of the items. Each unit's product mix varies to
meet the demand of the particular market in which the unit is located. In
cooperation with some of its celebrity stockholders, the Company has also
developed a line of "celebrity series" merchandise. Items in this line feature
artwork and designs created by a celebrity and a portion of the proceeds from
sales of these items is directed to a charity designated by the celebrity.
 
                                       3
<PAGE>
    The Company also operates six stand-alone retail "SuperStores." Each
SuperStore offers a broader variety of clothing and other merchandise than is
offered in the Company's integrated retail stores. Items offered include
clothing for children, such as baby sleepers and bibs, clothing for adults, such
as polo shirts, hats and jackets, and housewares, such as glassware and plastic
tumblers. All merchandise bears one of the Company's distinct brand names or
logos. The SuperStores also offer "celebrity series" merchandise and
periodically feature lines of "Movie Studio" merchandise devoted to the latest
film releases.
 
    The Company continually updates and refreshes its merchandise mix to
reinforce the appeal and collectibility of its branded merchandise. For example,
the Company has begun to introduce special seasonal product lines two times per
year, as a complement to the base merchandise business. The seasonal product
lines will reflect current color and style trends, such as brightly-colored,
fitted ladies T-shirts for spring and fleece outerware for fall. Although new
items are being added, it is the Company's long-range goal to reduce its total
SKUs (the number of different inventory items) by 25% and it has implemented an
"open-to-buy" inventory management system that as of March 1, 1998 had already
reduced domestic inventory levels by approximately 7% since the end of fiscal
1997.
 
THEATERS & ENTERTAINMENT DIVISION
 
    The Theaters & Entertainment division is primarily responsible for the
development and oversight of the Company's joint venture with AMC Entertainment,
Inc. ("AMC") and for the creation and development of other entertainment
ventures.
 
    The Company and AMC, through a 50/50 joint venture, will develop, own and
operate a series of multi-screen, movie theater megaplexes under the brand name
PLANET MOVIES BY AMC. Each megaplex facility will feature as many as 30 screens
and a dramatically designed entertainment center that will include restaurants,
including in certain facilities a PLANET HOLLYWOOD unit and/or an OFFICIAL ALL
STAR CAFE unit, as well as various refreshment and merchandise kiosks. The first
PLANET MOVIES BY AMC megaplex, which is projected to open in the first half of
1999 near Columbus, Ohio, will occupy an approximately 160,000 square foot
facility consisting of 30 screens with total seating capacity for 6,100 persons,
an approximately 9,500 square foot PLANET HOLLYWOOD restaurant and a similar
size OFFICIAL ALL STAR CAFE restaurant, each with its own integrated merchandise
store, and various refreshment kiosks.
 
    Although the Company anticipates that the joint venture will develop and
operate additional units beyond the facility under construction in Columbus, no
minimum number of units has been agreed upon and the development of additional
sites will require the approval of both partners. The Company expects that the
build-out of the Columbus site will be financed out of the $9.0 million capital
contribution that each partner is required to make to the joint venture and that
additional sites will be financed through borrowings by the joint venture. In
connection with the contribution of certain other sites by AMC to the joint
venture, the Company has agreed to contribute an additional $1.0 million plus
certain direct costs associated with such sites. To the extent that the joint
venture is unable to obtain sufficient financing or financing on commercially
reasonable terms, the Company expects that it and AMC will make additional
capital contributions. The Company expects to use a portion of the proceeds from
the proposed 1998 Notes Offering (see description in Item 7--Management's
Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources) to make additional capital
contributions to the joint venture when needed.
 
    The joint venture is structured so that each partner, for accounting
purposes, will be able to consolidate the revenues and profits of approximately
half of the units that are developed, including, in the case of the Company, the
first unit in Columbus, Ohio, which will be leased and operated by an entity
controlled by the Company. The Company has guaranteed the lease obligations of
such entity.
 
    The joint venture has a term of 100 years. Except for transfers to
affiliates and involuntary transfers, transfers of interests in the joint
venture are subject to rights of first negotiation and rights of first refusal.
Distributions from the joint venture to its partners will require the approval
of both partners and are not anticipated in the near future. In addition, to the
extent that the joint venture obtains financing for the
 
                                       4
<PAGE>
build-out of its units, such indebtedness may limit or prohibit the payment of
dividends or distributions to the Company and AMC.
 
LODGING & GAMING DIVISION
 
    The Lodging & Gaming division is primarily responsible for the Company's
participation in the Las Vegas Project, the OFFICIAL ALL STAR HOTEL and the
PLANET HOLLYWOOD Hotel (as described below) and similar ventures that may be
pursued in the future.
 
    LAS VEGAS PROJECT.  The Company and a subsidiary of Aladdin Gaming Holdings,
LLC ("Aladdin") intend to form a 50/50 joint venture to construct, own and
operate a music-themed hotel, casino and entertainment center (the "Las Vegas
Project") as part of a 35-acre complex on the site of the existing Aladdin hotel
and casino at the center of the Strip in Las Vegas, Nevada. The Las Vegas
Project, which will be an extension of the Company's soon-to-be-launched Music
Concept brand and is targeted for completion in 2000, is expected to include a
1,000-room hotel, a 50,000 square foot casino containing approximately 1,500
slot machines and 50 gaming tables, a Music Concept-themed restaurant with a
merchandise store and live performance club facility accommodating 1,000 people,
as well as additional restaurants, an outdoor swimming pool and other amenities.
The joint venture also is expected to acquire from Aladdin for nominal
consideration a long-term lease of the existing 7,000-seat Theater of the
Performing Arts (located in the center of the complex), which will be renovated
into a state-of-the-art concert venue. The existing Aladdin hotel, which has
been closed and is expected to be razed during the Spring of 1998, will be
replaced by a new 2,600-room hotel and casino to be owned and operated by a
subsidiary of Aladdin. The new Aladdin hotel and casino will be linked to the
Las Vegas Project and the Theater of the Performing Arts by an entertainment and
shopping mall, to be named the Desert Passage, that will include approximately
462,000 square feet of retail space.
 
    Definitive agreements relating to the Las Vegas Project have not yet been
completed, although the Company and Aladdin are presently operating under a
letter of intent. The Company anticipates that the joint venture will operate
substantially as described below. However, the terms discussed herein are
subject to further negotiation and may be modified prior to the execution of
definitive documentation.
 
    The total cost of the Las Vegas Project is estimated to be approximately
$250.0 million. The Company and Aladdin each expect to contribute approximately
$41.3 million to the Las Vegas Project, with the Company's contribution in cash
and Aladdin's contribution in cash and property. The Company expects to use a
portion of the proceeds from the proposed 1998 Notes Offering (see description
in Item 7-- Management's Discussion and Analysis of Financial Condition and
Results of Operations--Liquidity and Capital Resources) to finance its capital
contributions. The joint venture is expected to obtain a $120.0 million credit
facility for the construction of the Las Vegas Project and up to an additional
$50.0 million in debt financing for equipment and operations. In connection with
the $120.0 million credit facility, Aladdin, a trust for the benefit of certain
members of the family of the chairman of Aladdin (the "Trust") and the Company
are expected to provide a keep-well agreement (the "Keep-Well Agreement") to
provide additional cash to the Las Vegas Project after its opening to the extent
necessary to comply with the financial covenant requirements under the credit
facility. The Company's obligation under the Keep-Well Agreement for a
particular period, after reimbursement by Aladdin and the Trust, will be limited
to the amount by which the Las Vegas Project's merchandise revenues fall below
certain designated targets. The Keep-Well Agreement will terminate if the Las
Vegas Project (without the benefit of any such contributions) complies with all
financial covenant requirements for six consecutive quarterly periods following
the completion date.
 
    In addition to its participation in the Las Vegas Project's profits through
its 50% interest in the joint venture, the Company will receive licensing fees
for the use of the Music Concept name and logo and consulting fees for the
provision of certain services. The Company is expected to enter into a long-term
agreement to provide promotional services to the Las Vegas Project and to
arrange for performers to
 
                                       5
<PAGE>
appear at the Theater for the Performing Arts and the live performance music
club associated with the Music Concept-themed restaurant.
 
    OFFICIAL ALL STAR HOTEL.  A joint venture among the Company, Vornado Realty
Trust and an affiliate of Mr. Ong (a director and principal stockholder of the
Company) acquired the Hotel Pennsylvania in New York City in September 1997. The
1,700-room hotel, which is the fourth largest in New York City, is located
directly opposite the entrance to Madison Square Garden, one of the most
well-known sports arenas in the world. While continuing its normal operations,
the hotel is being renovated and remodeled into a unique sports-themed facility
that will be renamed the OFFICIAL ALL STAR HOTEL. Renovation is expected to be
substantially completed by the end of 1999. The renovated guest rooms and common
areas will feature themes that celebrate the world of sports, including
memorabilia from the Company's sports celebrity stockholders and other prominent
athletes and sports legends. In addition to its guest rooms, restaurants and
banquet and conference facilities, the renovated hotel will also contain
approximately 400,000 square feet of rentable retail space. The Company has
contributed $9.6 million to the joint venture for its 20% equity interest and is
obligated to contribute up to an additional $10.4 million for capital
expenditures in connection with the renovation of the hotel. The Company expects
to use a portion of the proceeds from the proposed 1998 Notes Offering (see
description in Item 7--Management's Discussion and Analysis of Financial
Condition and Results of Operations--Liquidity and Capital Resources) for this
contribution.
 
    The joint venture has a term of 99 years. Except for transfers to
affiliates, transfers of interests in the joint venture are subject to certain
rights of first offer, first refusal and co-sale. Distributions of profits are
to be made pro rata among the partners based on their respective ownership
interests in the joint venture. It is expected that income derived from the
joint venture's activities associated with its retail, office and parking
rentals will be distributed to the joint venture partners on a current basis,
while distributions of income derived from the hotel itself will be
discretionary. In addition to participation in the hotel's profits through its
20% equity interest in the joint venture, the Company will also receive royalty
payments from the joint venture under a ten-year license (renewable by the joint
venture for two additional five-year periods) of the OFFICIAL ALL STAR name and
logo and certain other intellectual property rights.
 
    The joint venture has entered into a $120.0 million loan agreement with
Salomon Brothers Realty Corp. and LaSalle National Bank in order to finance the
acquisition of the hotel. In connection with this loan, the joint venture
granted the lenders a security interest in certain assets of the joint venture,
an assignment of its interests in rents and leases relating to the hotel and a
mortgage on certain real property. In addition, if the joint venture does not
deposit $45.0 million dollars into a reserve account by September 24, 1999, each
of the partners will contribute a portion of any shortfall based on its
ownership interest in the joint venture.
 
    PLANET HOLLYWOOD HOTEL.  The Company and several prominent real estate
developers, through a joint venture, plan to construct and own a 50-story,
560-room, movie-themed hotel at the intersection of Broadway and 47th Street in
New York City's Times Square redevelopment area. The new PLANET HOLLYWOOD HOTEL
will be characterized by striking, modern decor and will include motion picture
memorabilia from the Company's collection. Upon its completion--presently
anticipated for late 1999, in time for the millennial New Year's Eve
celebration--the hotel will also become the site for a new Company-owned PLANET
HOLLYWOOD flagship restaurant with seating for more than 400 patrons that will
replace the Company's existing restaurant on West 57th Street in New York City.
As part of the operations of the PLANET HOLLYWOOD restaurant, the Company has
the exclusive right to provide all food and beverage services to the hotel
(excluding mini-bar operations, in-room guest amenities and self-serve coffee),
and will provide and prepare the food for room service, serve breakfast to the
hotel's guests in its restaurant and provide bar service in the hotel's lobby
area.
 
    In addition to its participation in the hotel's profits through its 20%
equity interest in the joint venture, the Company will receive royalties from
the joint venture under a ten-year license (renewable by the joint venture for
two additional five-year periods) for the hotel's use of the PLANET HOLLYWOOD
name and
 
                                       6
<PAGE>
logo. The joint venture may terminate the license under certain circumstances in
which it would be required to rename the hotel.
 
    The Company is required to make a $7.0 million capital contribution (of
which $5.0 million has been paid) for its 20% interest in the joint venture. In
addition, the Company has entered into a synthetic lease of a condominium unit
that will constitute the site of the new flagship PLANET HOLLYWOOD restaurant.
If the joint venture fails to make certain required payments to the lenders
under the joint venture's credit facility, the Company may increase its interest
in the joint venture by making such payments.
 
    The term of the joint venture is until December 31, 2050. The Company and
its joint venturers have granted each other rights of first refusal with respect
to transfers of the restaurant and hotel units, respectively. If, within five
years after the opening of the hotel, the hotel is sold to a third party and
such third party terminates the license agreement with the Company, the Company
has the right to require the joint venture to reacquire its membership interest
at fair market value and to pay $1.0 million to the Company.
 
CONSUMER PRODUCTS DIVISION
 
    The Consumer Products division is primarily responsible for the licensing of
the Company's brands in connection with selected consumer products, such as ice
cream, toys and games.
 
    COOL PLANET ICE CREAM.  The Company has formed a strategic alliance with
Dreyer's Grand Ice Cream, Inc. ("Dreyer's"), a leading manufacturer of ice cream
and frozen desserts. Under a license from the Company, Dreyer's will produce and
distribute through supermarkets and other retail food outlets a new line of
premium-plus ice cream under the name COOL PLANET. In addition, the Company
plans to develop and open its own COOL PLANET ice cream and dessert shops that
will feature COOL PLANET ice cream products. The shops generally will range in
size from 800 to 1,400 square feet, will have counter service and a small table
seating area, and will feature unique decor derived from the PLANET HOLLYWOOD
theme concept. COOL PLANET ice cream also will be added to the menu in all of
the Company's theme restaurants and is anticipated to be sold in PLANET MOVIES
BY AMC megaplexes. COOL PLANET ice cream products are expected to become
available to consumers beginning in 1998 and the Company anticipates opening ten
COOL PLANET shops, primarily in California and Florida, by the end of 1998.
Whoopi Goldberg, one of the Company's principal celebrity stockholders, will
become the spokesperson for COOL PLANET products and COOL PLANET shops.
 
    The Company has granted Dreyer's and its wholly owned subsidiary, Edy's
Grand Ice Cream, subject to certain exceptions, an exclusive 30-year license to
use the COOL PLANET trademarks and designs in connection with manufacturing,
distributing, promoting and selling ice cream and similar frozen products. The
Company and Dreyer's have agreed to co-develop at least five ice cream flavors
for sale under the COOL PLANET brand. Dreyer's ice cream will pay quarterly
royalties to the Company based on its net sales of COOL PLANET ice cream to
customers other than the Company's existing and future theme restaurants and
COOL PLANET shops. Either party may terminate the license if net sales in the
fourth year of the license fall below a specified minimum threshold.
 
    OTHER CONSUMER PRODUCTS.  The Company has entered into licensing
arrangements to create, in conjunction with Hasbro, Inc., the "PLANET
HOLLYWOOD--The Game" board game and, in conjunction with Mattel, Inc., the
PLANET HOLLYWOOD Barbie-Registered Trademark- doll. The Company has also entered
into a licensing arrangement for a PLANET HOLLYWOOD
Visa-Registered Trademark-card and for a PLANET HOLLYWOOD "entertainment minute
update" to be broadcast on radio stations around the United States. The Company
is continuing to seek additional licensing arrangements to promote its brands
and capitalize on its brand recognition.
 
CELEBRITY INVOLVEMENT
 
    A number of motion picture and sports celebrities promote the Company and
allow the Company to use their names, pictures and select memorabilia in
advertising, promoting and operating its units. These
 
                                       7
<PAGE>
celebrities include, in addition to the founding movie and sports celebrities,
such stars as Tom Arnold, Cindy Crawford, Danny Glover, Melanie Griffith, Don
Johnson, Luke Perry, Steven Seagal, Charlie Sheen, Wesley Snipes, Jean-Claude
Van Damme and Tiger Woods. The Music Concept is also expected to have
substantial celebrity involvement from leading recording artists.
 
    Each celebrity generally grants the Company the right to use his or her
name, approved likeness, approved biography and selected career memorabilia in
connection with the promotion, advertising and operation of the Company's units.
The Company must obtain prior consent with respect to any use of a celebrity's
name or likeness in connection with sales of merchandise. In addition, each
celebrity generally assists/participates in various promotional activities,
including attending the grand openings of new units, screening new movies at the
units and making periodic appearances at parties and other special events at the
units. The Company generally issues to these celebrities shares or options to
acquire shares of its common stock. Resale of the shares is restricted for
varying periods of years and the options are subject to forfeiture in certain
circumstances.
 
    The Company is continuing to expand its roster of celebrity stockholders,
with an emphasis on new, up-and-coming stars, in order to further expand its
appeal to broader segments of consumers. The Company anticipates that it will be
able to continue to attract new celebrities to enter into promotional agreements
with the Company similar to those currently in effect, including provision for
the issuance to those celebrities of shares or options to acquire shares of its
common stock in amounts that, in the aggregate, are not expected to be material.
There can be no assurance, however, of the extent to which major motion picture,
sports, music or other celebrities will promote the Company or its brands in the
future.
 
ADVERTISING AND PROMOTION
 
    The Company attracts new customers through word-of-mouth, the visibility of
its branded merchandise, radio and print advertising, billboards and the
extensive media coverage typically associated with grand openings of new units
due to the attendance of celebrities. In addition, certain Company-owned units
employ their own public relations manager. In connection with unit openings,
local public relations firms are retained to generate local interest and
industry magazines and television shows are alerted to the upcoming "photo
opportunities" with celebrities. Motion picture premieres have become occasions
for large-scale, major media events at the Company's units, further enhancing
the awareness and cachet of the brand. The Company issues redeemable vouchers
for food and merchandise purchases to tour operators in an effort to encourage
tourists to include certain of the Company's units on their itineraries. The
Company also hosts fund-raising parties for local charities at its units with
the support of celebrities, including pre-opening staff-training events where
the charity collects the receipts and uses the unit free of charge.
 
FRANCHISING
 
    A significant number of overseas theme-restaurant units have been
franchised. The Company's standard franchise agreement grants the exclusive
right for up to 50 years to operate restaurant and/or merchandise locations, and
sell branded merchandise in a specified market and to use the Company's brands
and trademarks. In addition, some of the franchisees have obtained the exclusive
rights to open up units in specified countries, and the Company has entered into
master franchise arrangements with respect to several larger territories. In
return for the franchise, the Company has been paid initial nonrefundable fees
typically ranging from $1.0 million to $2.0 million upon execution of the
franchise agreements as well as royalties based on a percentage of the total
revenues from the units, usually 5% to 10% of food and beverage revenues and 10%
to 15% of merchandise revenues. See Note 13 to the Company's Consolidated
Financial Statements for condensed financial information, summarized by
geographic area.
 
    The franchisee assumes responsibility for the development and construction
of the unit, including all costs. The Company provides limited pre-opening
consultation services to the franchisee and has the right to reject sites, plans
and proposals that do not meet its specifications or standards. The franchisee
is
 
                                       8
<PAGE>
obligated to operate the unit in accordance with the Company's operating manual,
which provides strict guidelines for the unit's design, decor and furnishings,
dress style of the staff, food menus and operating procedures. The arrangements
also include specific requirements regarding accounting and records and the
leasing and display of the Company's memorabilia.
 
    The licensed rights for Asia are currently held by Planet Hollywood (Asia)
Pte Ltd. ("PH Asia"), an entity that is 50% owned by each of the Company and
Leisure Ventures Pte Ltd., a Singapore company of which Mr. Ong Beng Seng (a
director of the Company) is the largest stockholder. From time to time, some of
the Company's franchisees have also entered into management agreements with PH
Asia pursuant to which PH Asia has agreed to manage the franchisee's
restaurants. See Note 5 to the Company's Consolidated Financial Statements for
condensed financial information relating to affiliated companies, including PH
Asia.
 
    The Company is party to a master franchise agreement with ECE, a
publicly-traded Mexican company in which the Company is a 20% stockholder. Mr.
Claudio Gonzalez (a director of the Company) is one of ECE's principal
stockholders and the Chairman of its Board of Directors. ECE is currently
operating PLANET HOLLYWOOD and OFFICIAL ALL STAR CAFE units in Cancun, Buenos
Aires, Los Cabos, Puerto Vallarta, Nassau, Cozumel, Acapulco and Sao Paolo.
Pursuant to the franchise agreement, ECE has paid nonrefundable franchise fees
of $5.0 million for the right to open a total of five PLANET HOLLYWOOD units and
two OFFICIAL ALL STAR CAFE units in Mexico through 2000. In addition, ECE has
the right, upon payment of the customary initial, non-refundable per unit
franchise fees, to open up to eight additional OFFICIAL ALL STAR CAFE units and,
with the Company's approval, up to an additional five PLANET HOLLYWOOD units in
Mexico. ECE has also acquired the rights to open PLANET HOLLYWOOD and OFFICIAL
ALL STAR CAFE units in Rio de Janiero, Brazil and Santiago, Chile. ECE is
obligated to pay continuing royalties to the Company consistent with the
Company's standard franchise arrangements, based on a percentage of the total
revenues from its units.
 
    During fiscal 1997, the Company and an affiliate of HRH Prince Alwaleed Bin
Talal Abdulaziz Al Saud of Saudi Arabia ("Kingdom") entered into a franchise
agreement pursuant to which Kingdom may develop up to 15 PLANET HOLLYWOOD units,
and has a right of first refusal for an additional 19 units, in a total of 23
countries throughout the Middle East and Europe. To date, Kingdom has paid the
Company $9.5 million for seven locations and has the option for an additional
$1.5 million to develop up to two more units in Italy. Additional franchise fees
will be payable under the franchise agreement. Kingdom also purchased
approximately 1,087,000 shares of the Company's common stock directly from the
Company for approximately $19.6 million.
 
INTELLECTUAL PROPERTY
 
    The Company has registered the PLANET HOLLYWOOD and OFFICIAL ALL STAR CAFE
names and associated designs and logos, and has applied for the registration of
the PLANET MOVIES, COOL PLANET and Music Concept brand names and associated
designs and logos, as trademarks, trade names and service marks with the United
States Patent and Trademark Office. The Company also has registered or has
applied for registrations in corresponding offices in all other countries in
which its units are located and, wherever legally permissible, has filed
applications to register its trademarks, designs, trade names and service marks
in foreign countries where it has an expectation of opening units in future
years. There can be no assurance that such registrations and other steps will
prove effective in protecting the proprietorship of the Company's brands. The
Company regards its trademarks, designs, trade names, service marks and trade
dress as having significant value and as material to its business.
 
    The Company licenses its brands and trademarks to its franchisees and joint
ventures. A typical license agreement grants the licensee the right to use on a
non-exclusive basis and to sublicense certain intellectual property rights of
the Company, including the Company's brand names, logos, trademarks and service
marks. These intellectual property rights may be used only in connection with
the operation and promotion of a unit and the sale of branded merchandise at a
specified unit.
 
                                       9
<PAGE>
    The Company has entered into a master license agreement with PH Asia
entitling PH Asia to use and sublicense the PLANET HOLLYWOOD name in connection
with developing, franchising and operating PLANET HOLLYWOOD units throughout
most of Asia and in certain Middle East countries. The Company receives no
royalties from PH Asia under this agreement but through its 50% equity interest
in PH Asia is entitled to 50% of the distributable profits realized by PH Asia.
 
    Sales of counterfeit merchandise bearing the Company's trademarks have
occurred from time to time. The Company has attempted, and will continue to
attempt, to control the sale of counterfeit merchandise by instituting legal
proceedings against manufacturers or distributors of counterfeit merchandise.
Management believes that sales of such counterfeit merchandise have not had a
material adverse effect on the Company's merchandise sales.
 
COMPETITION
 
    The restaurant and retail merchandising industries are affected by changes
in consumer tastes and by international, national, regional and local economic
conditions and demographic trends. Discretionary spending priorities, traffic
patterns, tourist travel, weather conditions, employee availability and the
type, number and location of competing restaurants, among other factors, also
directly affect the performance of the Company's units. Changes in any of these
factors in the markets where the Company currently operates units could
adversely affect the Company's results of operations. Moreover, the theme
restaurant industry is relatively young, is particularly dependent on tourism
and has seen the emergence of a number of new competitors.
 
    The restaurant and retail merchandising industries are highly competitive
based on the type, quality and selection of the food or merchandise offered,
price, service, location and other factors. Many well-established companies with
greater financial, marketing and other resources and longer operating histories
than the Company compete with the Company in many markets. In addition, some
competitors have design and operating concepts similar to those of the Company.
There can be no assurance that the Company will be able to respond to various
competitive factors affecting the restaurant and retail industries.
 
    Competition in the hotel industry is vigorous and is generally based on
quality of service, attractiveness of facilities and locations, price and other
factors. Competition in the gaming industry, and in particular in Las Vegas, is
intense and is generally based on the quality of the facilities and services and
the entertainment offered at such facilities. The Company believes its
properties are distinguishable from those of its competitors by their
theme-orientations and celebrity involvement. However, many well-established
lodging and gaming companies with greater financial, marketing and other
resources and longer operating histories than the Company will compete with the
Company in the markets where the Company plans to open its facilities.
 
    The motion picture exhibition industry is affected by a number of factors,
including the availability of desirable motion pictures and their performance in
the exhibitors' markets. Poor performance of, or disruption in the production of
or access to, motion pictures, whether produced by the major studios or
independent producers, could adversely affect the performance of the PLANET
MOVIES BY AMC joint venture. In addition, were the joint venture to experience
poor relationships with one or more major motion picture distributors, its
business could be adversely affected. The joint venture will be subject to
varying degrees of competition with respect to licensing films, attracting
patrons, obtaining new theater sites and acquiring theater circuits. In
addition, the joint venture's theaters face competition from a number of motion
picture exhibition delivery systems, such as pay television, pay-per-view and
home video systems, and from other forms of entertainment that compete for the
public's leisure time and disposable income.
 
                                       10
<PAGE>
EMPLOYEES
 
    As of December 28, 1997, the Company employed approximately 9,100 persons,
300 of whom were corporate management and administrative employees, 1,100 were
restaurant and merchandise management personnel, and 7,700 were employed in
non-management restaurant and merchandising operations. The Company's employees
are not covered by a collective bargaining agreement, and the Company has never
experienced an organized work stoppage, strike or labor dispute. The Company
considers relations with its employees to be satisfactory.
 
GOVERNMENTAL REGULATION
 
    ALCOHOLIC BEVERAGE REGULATION.  The Company's units are subject to licensing
and regulation by a number of governmental authorities. The Company is required
to operate its units in strict compliance with federal licensing requirements
imposed by the Bureau of Alcohol, Tobacco and Firearms of the United States
Department of Treasury, as well as the licensing requirements of the states and
municipalities where its units are located. Alcoholic beverage control
regulations require each of the Company's units to apply to a state authority
and, in certain locations, county and municipal authorities for a license and
permit to sell alcoholic beverages on the premises. Typically, licenses must be
renewed annually and may be revoked or suspended for cause at any time.
Alcoholic beverage control regulations relate to numerous aspects of the daily
operations of the units, including minimum age of patrons and employees, hours
of operation, advertising, wholesale purchasing, inventory control and handling,
storage and dispensing of alcoholic beverages. The Company has obtained all
regulatory permits and licenses necessary to operate its units that are
currently open, and intends to do the same for all future units. Failure on the
part of the Company to comply with federal, state or local regulations could
cause the Company's licenses to be revoked and force it to terminate the sale of
alcoholic beverages at its units. To reduce this risk, each Company unit is
operated in accordance with procedures intended to ensure compliance with
applicable laws and regulations. The failure to receive or retain, or any delay
in obtaining, a liquor license in a particular location could adversely affect
the Company's ability to obtain such a license elsewhere.
 
    The Company is subject to "dram-shop" laws in several of the states in which
it has units. These laws generally provide a person injured by an intoxicated
person the right to recover damages from an establishment that wrongfully served
alcoholic beverages to such person. While the Company carries liquor liability
coverage as part of its existing comprehensive general liability insurance,
there can be no assurance that it will not be subject to a judgment in excess of
such insurance coverage or that it will be able to obtain or continue to
maintain such insurance coverage at reasonable costs or at all. The imposition
of a judgment substantially in excess of the Company's insurance coverage, or
the failure or inability of the Company to obtain and maintain insurance
coverage, could materially and adversely affect the Company.
 
    NEVADA GAMING REGULATION.  The ownership and operation of casino gaming
facilities in Nevada are subject to: (i) the Nevada Gaming Control Act and the
regulations promulgated thereunder (collectively, the "Nevada Act"); and (ii)
various local regulations. The gaming operations of the gaming facilities that
will form a part of the Las Vegas Project are subject to the licensing and
regulatory control of the Nevada Commission, the Nevada State Gaming Control
Board (the "Nevada Board") and the Clark County Liquor and Gaming Licensing
Board (the "Clark County Board"). The Nevada Commission, the Nevada Board, and
the Clark County Board are collectively referred to as the "Nevada Gaming
Authorities."
 
    The laws, regulations and supervisory procedures of the Nevada Gaming
Authorities are based upon declarations of public policy which are concerned
with, among other things: (i) the prevention of unsavory or unsuitable persons
from having a direct or indirect involvement with gaming at any time or in any
capacity; (ii) the establishment and maintenance of responsible accounting
practices and procedures; (iii) the maintenance of effective controls over the
financial practices of licensees, including the establishment of minimum
procedures for internal fiscal affairs and the safeguarding of assets and
revenues, providing reliable record keeping and requiring the filing of periodic
reports with the Nevada Gaming
 
                                       11
<PAGE>
Authorities; (iv) the prevention of cheating and fraudulent practices; and (v)
providing a source of state and local revenues through taxation and licensing
fees. Changes in such laws, regulations and procedures could have an adverse
effect on the Company's proposed gaming operations.
 
    The Company will be required to apply for and obtain Gaming Licenses in
connection with its ownership interest (through a subsidiary) in the Las Vegas
Project. The Las Vegas Project will be required to obtain Gaming Licenses in
order to conduct casino gaming operations. The Las Vegas Project will be a
limited liability company licensee (a "Company Licensee") upon the receipt of
all required Gaming Licenses. The Gaming Licenses that will be held by the Las
Vegas Project will require the payment of fees and taxes and will not be
transferable. The Company will also be required to be registered with the Nevada
Commission as a publicly traded corporation (a "Registered Corporation") and to
be found suitable to own the stock of its subsidiary that will have an ownership
interest in the Las Vegas Project (the "Gaming Subsidiary") which will be
required to be licensed as a member of the Joint Venture. The following
regulatory requirements will be applicable to the Company, the Gaming Subsidiary
and the Las Vegas Project upon their receipt of all necessary Gaming Licenses
from the Nevada Gaming Authorities. The Company, the Gaming Subsidiary and the
Las Vegas Project have not yet applied for or obtained from the Nevada Gaming
Authorities the Gaming Licenses required in order for the Las Vegas Project to
conduct gaming operations and there can be no assurances that such Gaming
Licenses will be obtained, or that they will be obtained on a timely basis.
There can also be no assurances that the officers, directors and key employees
of the Company and the Gaming Subsidiary will obtain Gaming Licenses from the
Nevada Gaming Authorities.
 
    As a Registered Corporation, the Company will be required to periodically
submit detailed financial information and operating reports to the Nevada
Commission and furnish any other information that the Nevada Commission may
require. No person may become a member of, or receive any percentage of profits
from a Company Licensee without first obtaining Gaming Licenses from the Nevada
Gaming Authorities.
 
    The Nevada Gaming Authorities may investigate any individual who has a
material relationship to, or material involvement with, the Company, the Gaming
Subsidiary or the Las Vegas Project in order to determine whether such
individual is suitable or should be licensed as a business associate of a gaming
licensee. Officers, directors and certain key employees of the Company and the
Gaming Subsidiary must file applications with the Nevada Gaming Authorities and
may be required to be licensed or found suitable by the Nevada Gaming
Authorities. The Nevada Gaming Authorities may deny an application for licensing
for any cause which they deem reasonable. A finding of suitability is comparable
to licensing and both require submission of detailed personal and financial
information followed by a thorough investigation. The applicant must pay all
costs of the investigations. Changes in licensed positions must be reported to
the Nevada Gaming Authorities and in addition to their authority to deny an
application for a finding of suitability or licensure, the Nevada Gaming
Authorities have jurisdiction to disapprove a change in a corporate position. If
the Nevada Gaming Authorities were to find an officer, director or key employee
unsuitable for licensing or unsuitable to continue having a relationship with
the Company or the Gaming Subsidiary, the Company or the Gaming Subsidiary would
have to sever all relationships with such person. Determinations of suitability
or of questions pertaining to licensing are not subject to judicial review in
Nevada.
 
    The Las Vegas Project will be required to submit detailed financial and
operating reports to the Nevada Commission and furnish any other information the
Nevada Commission may require. If the Company obtains Gaming Licenses from the
Nevada Commission, any restrictions on the transfer of the equity securities of
the Gaming Subsidiary, and any agreements not to encumber the equity securities
of the Gaming Subsidiary, in respect of the notes to be issued in the proposed
1998 Notes Offering (see description in Item 7--Management's Discussion and
Analysis of Financial Condition and Results of Operations--Liquidity and Capital
Resources) will require the approval of the Nevada Commission in order to remain
effective. No assurances can be given that such approvals will be obtained.
 
                                       12
<PAGE>
    If it were determined that the Nevada Act was violated by the Company, the
Gaming Subsidiary or the Las Vegas Project, the gaming licenses they hold could
be limited, conditioned, suspended or revoked, subject to compliance with
certain statutory and regulatory procedures. In addition, the Company, the
Gaming Subsidiary, the Las Vegas Project and the persons involved could be
subject to substantial fines for each separate violation of the Nevada Act at
the discretion of the Nevada Commission. Further, a supervisor could be
appointed by the Nevada Commission to operate the gaming properties held by the
Las Vegas Project and, under certain circumstances, earnings generated during
the supervisor's appointment (except for the reasonable rental value of the
gaming properties) could be forfeited to the State of Nevada. Limitation,
conditioning or suspension of any Gaming License or the appointment of a
supervisor could (and revocation of any Gaming License would) materially
adversely affect the Company's proposed gaming operations.
 
    Any beneficial holder of a Registered Corporation's voting securities,
regardless of the number of shares owned, may be required to file an
application, be investigated, and have his suitability as a beneficial holder of
the Registered Corporation's voting securities determined if the Nevada
Commission has reason to believe that such ownership would otherwise be
inconsistent with the declared policies of the State of Nevada. The applicant
must pay all costs of investigation incurred by the Nevada Gaming Authorities in
conducting any such investigation.
 
    The Nevada Act requires any person who acquires more than 5% of a Registered
Corporation's voting securities to report the acquisition to the Nevada
Commission. The Nevada Act requires that beneficial owners of more than 10% of a
Registered Corporation's voting securities apply to the Nevada Commission for a
finding of suitability within thirty days after the Chairman of the Nevada Board
mails the written notice requiring such filing. Under certain circumstances, an
"institutional investor," as defined in the Nevada Act, which acquires more than
10%, but not more than 15%, of a Registered Corporation's voting securities may
apply to the Nevada Commission for a waiver of such finding of suitability if
such institutional investor holds the voting securities for investment purposes
only. An institutional investor shall not be deemed to hold voting securities
for investment purposes unless the voting securities were acquired and are held
in the ordinary course of business as an institutional investor and not for the
purpose of causing, directly or indirectly, the election of a majority of the
members of the board of directors of the Registered Corporation, any change in
the Registered Corporation's corporate charter, bylaws, management, policies or
operations of the Registered Corporation, or any of its gaming affiliates, or
any other action which the Nevada Commission finds to be inconsistent with
holding the Registered Corporation's voting securities for investment purposes
only. Activities which are not deemed to be inconsistent with holding voting
securities for investment purposes only include: (i) voting on all matters voted
on by stockholders; (ii) making financial and other inquiries of management of
the type normally made by securities analysts for informational purposes and not
to cause a change in its management, policies or operations; and (iii) such
other activities as the Nevada Commission may determine to be consistent with
such investment intent. If the beneficial holder of voting securities who must
be found suitable is a corporation, partnership or trust, it must submit
detailed business and financial information including a list of beneficial
owners. The applicant is required to pay all costs of investigation.
 
    Any person who fails or refuses to apply for a finding of suitability or a
license within thirty days after being ordered to do so by the Nevada Commission
or the Chairman of the Nevada Board may be found unsuitable. The same
restrictions apply to a record owner if the record owner, after request, fails
to identify the beneficial owner. Any stockholder found unsuitable and who
holds, directly or indirectly, any beneficial ownership of the voting securities
beyond such period of time as may be prescribed by the Nevada Commission may be
guilty of a criminal offense. The Company will be subject to disciplinary action
if, after it receives notice that a person is unsuitable to be a stockholder or
to have any other relationship with the Company or the Gaming Subsidiary, the
Company (i) pays that person any dividend or interest upon voting securities of
the Company, (ii) allows that person to exercise, directly or indirectly, any
voting right conferred through securities held by that person, (iii) pays
remuneration in any form to
 
                                       13
<PAGE>
that person for services rendered or otherwise, or (iv) fails to pursue all
lawful efforts to require such unsuitable person to relinquish his voting
securities including, if necessary, the immediate purchase of said voting
securities for cash at fair market value.
 
    The Nevada Commission may, in its discretion, require the holder of any debt
security of a Registered Corporation, such as the notes to be issued in the
proposed 1998 Notes Offering (see description in Item 7--Management's Discussion
and Analysis of Financial Condition and Results of Operations--Liquidity and
Capital Resources), to file applications, be investigated and be found suitable
to own the debt security of a Registered Corporation if the Nevada Commission
has reason to believe that such ownership would otherwise be inconsistent with
the declared policies of the State of Nevada. If the Nevada Commission
determines that a person is unsuitable to own such security, then pursuant to
the Nevada Act, the Registered Corporation can be sanctioned, including the loss
of its approvals, if without the prior approval of the Nevada Commission, it:
(i) pays to the unsuitable person any dividend, interest, or any distribution
whatsoever; (ii) recognizes any voting right by such unsuitable person in
connection with such securities; (iii) pays the unsuitable person remuneration
in any form; or (iv) makes any payment to the unsuitable person by way of
principal, redemption, conversion, exchange, liquidation or similar transaction.
 
    After becoming a Registered Corporation, the Company may not make a public
offering of its securities without the prior approval of the Nevada Commission
if the securities or proceeds therefrom are intended to be used to construct,
acquire or finance gaming facilities in Nevada, or to retire or extend
obligations incurred for such purposes. Such approval, if given, does not
constitute a finding, recommendation or approval of the Nevada Commission or the
Nevada Board as to the accuracy or adequacy of the prospectus or the investment
merits of the securities offered. Any representation to the contrary is
unlawful.
 
    The regulations of the Nevada Board and the Nevada Commission also provide
that any entity which is not an "affiliated company," as such term is defined in
the Nevada Act, or which is not otherwise subject to the provisions of the
Nevada Act or such regulations, such as the Company, which plans to make a
public offering of securities intending to use such securities, or the proceeds
from the sale thereof for the construction or operation of gaming facilities in
Nevada, or to retire or extend obligations incurred for such purposes, may apply
to the Nevada Commission for prior approval of such offering. The Nevada
Commission may find an applicant unsuitable based solely on the fact that it did
not submit such an application, unless upon a written request for a ruling, the
Nevada Board Chairman has ruled that it is not necessary to submit an
application. The Exchange Offer (as defined in the disclosure regarding the
proposed 1998 Notes Offering described in Item 7--Management's Discussion and
Analysis of Financial Condition and Results of Operations--Liquidity and Capital
Resources) will qualify as a public offering. The Company intends to file a
written request (the "Ruling Request") with the Nevada Board Chairman for a
ruling that it is not necessary to submit the Exchange Offer for prior approval.
No assurance can be given that the Ruling Request will be granted or that it
will be considered on a timely basis. If the Nevada Board Chairman rules that
approval of the Exchange Offer is required, the Company will file an application
for such approval. If the Ruling Request is not granted, the Exchange Offer
could be significantly delayed, while the Company seeks approval of the Nevada
Board and the Nevada Commission for the Exchange Offer. No assurance can be
given that approval of the Exchange Offer, if required, will be granted.
 
    Regulations of the Nevada Commission also prohibit certain repurchases of
securities by Registered Corporations without the prior approval of the Nevada
Commission. Transactions covered by these regulations are generally aimed at
discouraging repurchases of securities at a premium over market price from
certain holders of more than 3% of the outstanding securities of the Registered
Corporation. The regulations of the Nevada Commission also require prior
approval for a "plan of recapitalization," as such term is defined in the Nevada
regulations; generally, a plan of recapitalization is a plan proposed by the
management of a Registered Corporation that contains recommended action in
response to a proposed
 
                                       14
<PAGE>
corporate acquisition opposed by management of the corporation which acquisition
itself would require the prior approval of the Nevada Commission.
 
    Changes in control of a Registered Corporation through merger,
consolidation, stock or asset acquisitions, management or consulting agreements,
or any act or conduct by a person whereby such person obtains control, may not
occur without the prior approval of the Nevada Commission. Entities seeking to
acquire control of a Registered Corporation must satisfy the Nevada Board and
Nevada Commission in a variety of stringent standards prior to assuming control
of such Registered Corporation. The Nevada Commission may also require
controlling stockholders, officers, directors and other persons having material
relationship or involvement with the entity proposing to acquire control, to be
investigated and licensed as part of the approval process relating to the
transaction.
 
    Licensee fees and taxes, computed in various ways depending on the type of
gaming or activity involved, are payable to the State of Nevada and to the
counties and cities in which the Nevada licensee's respective operations are
conducted. Depending upon the particular fee or tax involved, these fees and
taxes are payable either monthly, quarterly or annually and are based upon
either (i) a percentage of the gross revenues received, (ii) the number of
gaming devices operated or (iii) the number of table games operated. A casino
entertainment tax is also paid by casino operations where certain entertainment
is furnished in a cabaret, nightclub, cocktail lounge or casino showroom in
connection with the serving or selling of food, refreshments or merchandise.
 
    A person who is licensed, required to be licensed, registered, required to
be registered, or is under common control with such persons (collectively,
"Licensees"), and who proposes to become involved in a gaming venture outside of
Nevada is required to deposit with the Nevada Board, and thereafter maintain, a
revolving fund in the amount of $10,000 to pay the expenses of investigation of
the Nevada Board of their participation in such foreign gaming. The revolving
fund is subject to increase or decrease at the discretion of the Nevada
Commission. Thereafter, Licensees are required to comply with certain reporting
requirements imposed by the Nevada Act. Licensees are also subject to
disciplinary action by the Nevada Commission if they knowingly violate any laws
of the foreign jurisdiction pertaining to the foreign gaming operation, fail to
conduct the foreign gaming operation in accordance with the standard of honesty
and integrity required of Nevada gaming operations, engage in activities that
are harmful to the State of Nevada or its ability to collect gaming taxes and
fees, or employ a person in the foreign operation who has been denied a license
or finding of suitability in Nevada on the ground of personal unsuitability.
 
    OTHER REGULATIONS.  The Company's units are subject to regulation by federal
and foreign agencies and to licensing and regulation by foreign, state and local
health, sanitation, building, zoning, safety, fire and other departments
relating to the development and operation of restaurants and retail
establishments. These regulations include matters relating to environmental,
building construction, zoning requirements and the preparation and sale of food.
Various federal, foreign and state labor laws govern the Company's relationship
with its employees, including minimum wage requirements, overtime, working
conditions and citizenship requirements. Significant additional government
imposed increases in minimum wages, paid leaves of absence and mandated health
benefits, or increased tax reporting and tax payment requirements for employees
who receive gratuities could have an adverse effect on the Company. Delays or
failures in obtaining the required construction and operating licenses, permits
or approvals could delay or prevent the opening of new units.
 
    Units established in countries other than the United States are subject to
governmental regulation in the jurisdiction in which they are established
principally in respect of sales of liquor, construction of premises and working
conditions of employees. The Company does not believe that such regulations
materially adversely affect its business.
 
                                       15
<PAGE>
ITEM 2. PROPERTIES
 
    As of December 28, 1997, the Company, together with its franchisees and
licensees, operated 87 theme restaurants located in 29 countries throughout
North America, Europe and Asia, of which 53 are Company-owned. At present, all
Company-owned units are located on leased sites, with lease terms (including
renewal options) generally ranging from 15 to 25 years. Typically, the lease
rental includes a minimum fixed rent and additional rent based on a percentage
of total revenue from the unit. In fiscal 1997, total rental expense represented
approximately 10.0% of Direct Revenues. As of December 28, 1997, the following
tables provide information about the Company-owned and franchised units that
were operating. The Company may franchise or close certain underperforming
Company-owned units, none of which is material to its operations.
 
                              COMPANY-OWNED UNITS
 
PLANET HOLLYWOOD
 
<TABLE>
<CAPTION>
LOCATION                                    YEAR OPENED                    LOCATION                    YEAR OPENED
----------------------------------------  ---------------  ----------------------------------------  ---------------
<S>                                       <C>              <C>                                       <C>
New York, New York......................          1991     Helsinki, Finland.......................          1995
Costa Mesa, California..................          1992     San Antonio, Texas......................          1996
London, England.........................          1993     Myrtle Beach, South Carolina............          1996
Chicago, Illinois.......................          1993     Nashville, Tennessee....................          1996
Washington, D.C.........................          1993     Seattle, Washington.....................          1996
Mall of America, Minnesota..............          1993     Disneyland Paris, France................          1996
Aspen, Colorado.........................          1994     Berlin, Germany.........................          1996
Phoenix, Arizona........................          1994     Oberhausen, Germany.....................          1996
Miami, Florida..........................          1994     Amsterdam, Netherlands..................          1996
Maui, Hawaii............................          1994     Gatwick Airport, England................          1996
Lake Tahoe, Nevada......................          1994     Vancouver, Canada.......................          1996
Las Vegas, Nevada.......................          1994     Toronto, Canada.........................          1997
Dallas, Texas...........................          1994     Cannes, France..........................          1997
Reno, Nevada............................          1994     Prague, Czech Republic..................          1997
Orlando, Florida........................          1994     Key West, Florida.......................          1997
San Diego, California...................          1995     Indianapolis, Indiana...................          1997
Atlantic City, New Jersey...............          1995     Edmonton, Canada........................          1997
New Orleans, Louisiana..................          1995     Gurnee Mills, Illinois..................          1997
Honolulu, Hawaii........................          1995     Houston, Texas..........................          1997
Atlanta, Georgia........................          1995     Ft. Lauderdale, Florida.................          1997
San Francisco, California...............          1995     Munich, Germany.........................          1997
Paris, France...........................          1995     St. Louis, Missouri.....................          1997
Beverly Hills, California...............          1995     Dublin, Ireland.........................          1997
</TABLE>
 
OFFICIAL ALL STAR CAFE
 
<TABLE>
<CAPTION>
LOCATION                                    YEAR OPENED                    LOCATION                    YEAR OPENED
----------------------------------------  ---------------  ----------------------------------------  ---------------
<S>                                       <C>              <C>                                       <C>
New York, New York......................          1995     Myrtle Beach, South Carolina............          1997
Orlando, Florida(a).....................          1996     Miami, Florida..........................          1997
Las Vegas, Nevada.......................          1996     Atlanta, Georgia........................          1997
Atlantic City, New Jersey...............          1997
</TABLE>
 
                                       16
<PAGE>
                                FRANCHISED UNITS
 
PLANET HOLLYWOOD
 
<TABLE>
<CAPTION>
LOCATION                                    YEAR OPENED                    LOCATION                    YEAR OPENED
----------------------------------------  ---------------  ----------------------------------------  ---------------
<S>                                       <C>              <C>                                       <C>
Cancun, Mexico(b).......................          1992     Zurich, Switzerland.....................          1996
Hong Kong(c)............................          1994     Hamburg, Germany(a).....................          1996
Jakarta, Indonesia(c)...................          1994     Tel Aviv, Israel(d).....................          1996
Barcelona, Spain........................          1995     Singapore...............................          1997
Sydney, Australia.......................          1996     Guam....................................          1997
Buenos Aires, Argentina (a)(b)..........          1996     Johannesburg, South Africa(a)...........          1997
Los Cabos, Mexico(b)....................          1996     Melbourne, Australia....................          1997
Puerto Vallarta, Mexico(b)..............          1996     Manila, Philippines(a)..................          1997
Nassau, Bahamas(b)......................          1996     Rome, Italy.............................          1997
Cozumel, Mexico(b)......................          1996     Kuala Lumpur, Malaysia(a)...............          1997
Acapulco, Mexico(b).....................          1996     Gold Coast, Australia(a)................          1997
Moscow, Russia..........................          1996     Madrid, Spain(a)........................          1997
Bangkok, Thailand.......................          1996     Sao Paolo, Brazil(a)(b).................          1997
Cape Town, South Africa.................          1996     Taipei, Taiwan(a).......................          1997
Beirut, Lebanon(a)......................          1996     Niagara Falls, Canada(a)................          1997
Dubai, United Arab Emirates(a)..........          1996     Brussels, Belgium(a)....................          1997
</TABLE>
 
OFFICIAL ALL STAR CAFE
 
<TABLE>
<CAPTION>
LOCATION                                    YEAR OPENED
----------------------------------------  ---------------
<S>                                       <C>              <C>                                       <C>
Cancun, Mexico(b).......................          1996
Melbourne, Australia....................          1996
</TABLE>
 
------------------------
 
(a) A stand-alone retail store is presently operating at this location and the
    Company expects to open a restaurant-merchandise store on the site within
    twelve months.
 
(b) The PLANET HOLLYWOOD and OFFICIAL ALL STAR CAFE units in Cancun, Buenos
    Aires, Los Cabos, Puerto Vallarta, Nassau, Cozumel, Acapulco and Sao Paolo
    are owned by ECE. See "Franchising."
 
(c) The Hong Kong and Jakarta units operate under both a single master franchise
    agreement and site franchise agreements that provide for royalty payments to
    PH Asia, of which the Company owns a 50% interest, as the assignee of the
    Company. PH Asia owns a 64% equity interest in the entity that operates the
    Hong Kong unit and 20% equity interest in the entity that operates the
    Jakarta unit.
 
(d) The Company is leasing the assets at this location to a third party that
    operates the facility.
 
    The Company has entered into certain lease agreements with the Walt Disney
Co. or its affiliates, for various Planet Hollywood and Official All Star Cafe
restaurants and merchandise stores. Each of the respective leases contain
certain unique provisions which are consistent with the standard terms imposed
by the Walt Disney Co. One such provision requires the consent of the landlord
prior to certain transfers of a controlling interest in the Company, the tenant
or its subsidiaries, which may include transfers of 50% or more of the share of
any such entity, the transfer of a controlling interest in the entity by the
Company or Robert Earl, or the termination of Mr. Earl's active management of
any such entity. In addition, the landlord has a right of first refusal to match
certain offers to acquire more than 10% of the stock of the Company, the tenant
or its affiliates. Similarly, the landlord has a right of first refusal to match
any offer to locate a restaurant within or adjacent to any theme park that is
not owned or licensed by the landlord or its affiliates. Another provision
grants the landlord an option to terminate the lease for any reason upon 60 days
notice and acquire the improvements on the premises at fair market value, as
defined by the particular lease agreement.
 
                                       17
<PAGE>
ITEM 3. LEGAL PROCEEDINGS
 
    The Company is a defendant from time to time in routine lawsuits incidental
to its business, which, individually and in the aggregate, are not expected to
have a material adverse effect on the Company.
 
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
    None.
 
                                       18
<PAGE>
PART II
  ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
 
    The Company's Class A voting common stock, $0.01 par value (the "Class A
Common Stock"), is registered and was traded on the Nasdaq National Market from
April 19, 1996 through Friday, September 19, 1997. Beginning Monday, September
22, 1997, the Class A Common Stock has been traded on the New York Stock
Exchange under the symbol "PHL." The Company's Class B non-voting common stock,
$0.01 par value (the "Class B Common Stock") is not traded on an establish
public trading market and transfer of such stock is generally restricted. As of
March 12, 1998 there were approximately 3,226 stockholders of record of the
Class A Common Stock and 19 stockholders of record of the Class B Common Stock.
The following table shows the high and low per share bid prices for the Class A
Common Stock for each full quarterly period beginning April 19, 1996, the date
of the Company's Initial Public Offering, through December 28, 1997:
 
<TABLE>
<CAPTION>
                                                       FIRST QUARTER  SECOND QUARTER   THIRD QUARTER  FOURTH QUARTER
                                                        (JAN.-MAR.)    (APRIL-JUNE)    (JULY-SEPT.)     (OCT.-DEC.)
                                                       -------------  ---------------  -------------  ---------------
<S>                                         <C>        <C>            <C>              <C>            <C>
Fiscal 1996...............................  High            n/a          $   27.50       $   28.50       $   28.00
                                            Low             n/a          $   18.00       $   22.63       $   19.00
 
Fiscal 1997...............................  High         $   21.75       $   22.69       $   27.00       $   19.63
                                            Low          $   13.63       $   16.13       $   18.31       $   12.50
</TABLE>
 
    The Company has never declared any cash dividends on its Class A or Class B
Common Stock. The Company does not anticipate paying any cash dividends in the
foreseeable future, and intends to retain its available cash to finance the
development and growth of the Company. Any future dividend policy will be
determined by the Company's Board of Directors based upon conditions then
existing, including the Company's earnings, financial condition and capital
requirements, as well as such economic conditions, tax implications and other
factors as the Board of Directors may deem relevant. Although the Company does
not anticipate declaring any common stock dividends or any other distributions
on the Company's common stock in the foreseeable future, even if it desired to
do so, the amount of any such dividend would be limited under the terms of its
revolving credit arrangements and the proposed 1998 Notes Offering.
 
    RECENT SALES OF UNREGISTERED SECURITIES
 
    In April 1997, the Company issued 1,087,000 shares of its Class A Common
Stock to an investor in conjunction with the consummation of a franchise
agreement with the investor. Approximately $19.6 million was received for the
shares issued.
 
    In July 1997, the Company filed two Registration Statements on Form S-8 with
the Securities and Exchange Commission (file nos. 333-31683 and 333-31685),
registering, in total, 12,000,000 shares of the Company's Class A Common Stock
which may be issued pursuant to certain stock award and incentive plans.
Accordingly, all options granted, and all stock issued pursuant to such
Registration Statements, will no longer be reported as sales of unregistered
securities. See Note 8 to the Company's Consolidated Financial Statements for a
discussion of stock options granted in fiscal 1997.
 
    In January 1997, the Company issued 218,438 shares of its restricted Class B
non-voting common stock to certain celebrities. The restrictions lapse over a
period of years, generally three to four years. The shares were valued at their
estimated market value totaling $4.0 million.
 
    All of the aforementioned transactions, other than those pursuant to the S-8
Registration Statements, were consummated in reliance on the exemption from
registration provided in Section 4(2) of the Securities Act of 1933.
 
                                       19
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
 
                      PLANET HOLLYWOOD INTERNATIONAL, INC.
                     SELECTED FINANCIAL AND OPERATING DATA
              (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
 
<TABLE>
<CAPTION>
                                                                            FISCAL YEAR ENDED
                                                        ---------------------------------------------------------
<S>                                                     <C>        <C>         <C>         <C>         <C>
                                                          1993        1994        1995        1996        1997
                                                        ---------  ----------  ----------  ----------  ----------
STATEMENTS OF OPERATIONS DATA:
REVENUES:
  Food and beverage...................................  $  18,311  $   78,377  $  160,997  $  222,481  $  273,344
  Merchandise.........................................      9,185      41,826     104,051     124,955     173,966
  Royalties...........................................      3,181       1,729       1,558       4,528      11,715
  Franchise fees......................................     --           4,000       4,000      21,400      16,100
                                                        ---------  ----------  ----------  ----------  ----------
TOTAL REVENUES........................................     30,677     125,932     270,606     373,364     475,125
                                                        ---------  ----------  ----------  ----------  ----------
COSTS AND EXPENSES:
  Food and beverage cost of sales.....................      4,372      19,891      38,537      50,190      61,930
  Merchandise cost of sales...........................      3,590      15,401      37,925      43,236      62,878
  Operating expenses..................................     13,120      59,683     116,805     156,893     208,484
  General and administrative..........................     12,203      19,641      20,057      20,431      49,324
  Depreciation and amortization.......................      2,818      16,231      22,182      27,295      38,825
  Impairment of long-lived assets.....................     --          --          --          --          48,699
                                                        ---------  ----------  ----------  ----------  ----------
TOTAL COSTS AND EXPENSES..............................     36,103     130,847     235,506     298,045     470,140
                                                        ---------  ----------  ----------  ----------  ----------
INCOME (LOSS) FROM OPERATIONS.........................     (5,426)     (4,915)     35,100      75,319       4,985
                                                        ---------  ----------  ----------  ----------  ----------
  Interest (expense) income, net......................        142      (4,054)    (11,229)     (2,874)      1,327
  Equity in income (loss) of unconsolidated
    affiliates........................................       (198)     --             848       4,308       6,900
  Gain on sale of subsidiary interests................     --          --             611      --          --
  Minority interests..................................        223        (299)     (3,728)     (1,037)     --
  Provision for income taxes..........................     --          --            (875)    (27,636)     (4,954)
                                                        ---------  ----------  ----------  ----------  ----------
INCOME (LOSS) BEFORE EXTRAORDINARY ITEM...............     (5,259)     (9,268)     20,727      48,080       8,258
  Extraordinary item, net.............................     --          --          --         (10,421)     --
                                                        ---------  ----------  ----------  ----------  ----------
NET INCOME (LOSS).....................................  ($  5,259) ($   9,268) $   20,727  $   37,659  $    8,258
                                                        ---------  ----------  ----------  ----------  ----------
                                                        ---------  ----------  ----------  ----------  ----------
EARNINGS PER SHARE:
  Basic income before extraordinary item..............     --          --      $     0.26  $     0.47  $     0.08
  Diluted income before extraordinary item............     --          --            0.25        0.47        0.08
  Basic Net Income....................................     --          --            0.26        0.37        0.08
  Diluted Net Income..................................     --          --            0.25        0.37        0.08
  Basic weighted average shares outstanding...........     --          --          80,000     100,741     108,465
                                                        ---------  ----------  ----------  ----------  ----------
  Diluted weighted average shares outstanding.........     --          --          82,233     102,590     109,805
                                                        ---------  ----------  ----------  ----------  ----------
                                                        ---------  ----------  ----------  ----------  ----------
FINANCIAL POSITION:
  Working capital.....................................  $  17,231  $    3,925  $   15,528  $   60,551  $   30,431
  Total assets........................................     80,183     144,923     240,185     401,260     505,559
  Long-term debt......................................     30,091      82,819     122,745       7,529      70,491
  Minority interests..................................      4,507       8,959      10,466      --          --
  Redeemable warrants.................................     --          --          15,000      --          --
  Stockholders' equity................................     16,298       7,459      28,145     312,131     338,541
                                                        ---------  ----------  ----------  ----------  ----------
OTHER STATISTICS:
  Cash flow from operations...........................  ($  9,560) ($   3,146) $   33,370  $   48,830  $   35,766
  Capital expenditures................................     29,345      52,131      80,291      81,675     124,526
  Units open at fiscal year end:
    Company-owned.....................................          4          15          23          37          53
    Franchised........................................          3           3           6          21          34
                                                        ---------  ----------  ----------  ----------  ----------
    Total.............................................          7          18          29          58          87
                                                        ---------  ----------  ----------  ----------  ----------
</TABLE>
 
                                       20
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
  OF OPERATION
 
    The following discussion and analysis should be read in conjunction with the
Company's Consolidated Financial Statements and Notes thereto included elsewhere
in this Form 10-K. All statements contained herein that are not historical facts
including, but not limited to, statements regarding the Company's current
business strategy, the Company's projected sources and uses of cash, and the
Company's plans for future development and operations, are based upon current
expectations. Such statements are forward-looking in nature and involve a number
of risks and uncertainties. Consequently, actual results may differ materially
from the forward-looking statements. Among the factors that could cause actual
results to differ materially are the following: the availability of sufficient
capital to finance the Company's business plans on terms satisfactory to the
Company; the impact of competitive products and pricing; changes in labor,
equipment, food and capital costs; changes in, or the failure to comply with,
regulations affecting the Company's business; future acquisitions or strategic
partnerships; the availability, locations and terms of sites for development;
the timing and costs associated with new location openings; acceptance of new
guests of the Company's brands and concepts as the Company continues to expand
into new brands and/or regions; success of the Company's franchisees and
licensees and the manner in which they promote, operate and develop the
Company's brands; general business and economic conditions; and factors
described from time to time in the Company's reports filed with the Securities
and Exchange Commission. The Company cautions readers not to place undue
reliance on any such forward-looking statements, which statements are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995.
 
OVERVIEW
 
    Historically, the Company has derived substantially all of its revenues from
its theme restaurants, which revenues have consisted of (i) food and beverage
revenues, (ii) merchandise revenues, (iii) royalties and (iv) franchise fees.
Food and beverage revenues and merchandise revenues derived from Company-owned
units, as well as merchandise revenues from other retail channels, are referred
to herein collectively as "Direct Revenues." For fiscal 1997, food and beverage
revenues were approximately 61.1% of Direct Revenues and merchandise revenues
were approximately 38.9% of Direct Revenues.
 
    Franchisees are typically required to pay an up-front franchise fee ranging
from $1.0 million to $2.0 million, which is recognized when all the Company's
pre-opening obligations in respect of the unit are fulfilled and the franchised
unit opens. Thereafter, the franchisee is required to pay royalties based on its
gross revenues from food, beverage and merchandise sales. These royalties
typically range from 5% to 10% of the franchisee's food and beverage revenues
and 10% to 15% of the franchisee's merchandise revenues.
 
    The Company historically has capitalized pre-opening costs for each of its
new units and has amortized such costs over the 12-month period following the
opening of the unit. Pre-opening costs consist of direct costs related to hiring
and training the initial workforce and other direct costs related to opening a
new unit, including expenses related to the grand opening. A new accounting
standard is currently under consideration by the American Institute of Certified
Public Accountants which, if adopted, would require a change in the Company's
accounting for pre-opening costs to an expense-as-incurred basis. See "--New
Accounting Standards."
 
    During the initial period following its opening, a new unit typically
realizes higher revenues than in subsequent periods of operation, due primarily
to the substantial promotional activity during this period, including its
celebrity grand opening event. Because of this "honeymoon" period, a unit is
included in the "same unit" analysis, which only includes Company-owned units,
discussed below only after it has been open for a full fiscal period after the
eighteenth month of its operations, at which time its performance for that
period can be compared to its performance for the first full period following
the first sixth months of its operations (the comparable year ago period). In
fiscal 1997, only 18 of the 53 Company-owned units were included in the "same
unit" analysis.
 
                                       21
<PAGE>
    The Company believes that its future growth will come from expansion of its
theme restaurant operations, including its new Music Concept, as well as
capitalizing on its brands through various strategic ventures outside the
restaurant industry. New Company-owned PLANET HOLLYWOOD, and OFFICIAL ALL STAR
CAFE units will be smaller than most existing Company-owned units and
correspondingly will have lower development and operating costs than existing
units. However, because of their smaller size, new units also are expected to
generate lower revenues than have historically been realized by the Company's
existing units.
 
    During fiscal 1997, the Company organized its operations into five separate
operational divisions to support the further diversification of its business.
The Food & Beverage division is primarily responsible for the development of,
and the food and beverage operations associated with, the Company's theme
restaurants (other than those theme restaurants associated with the Company's
joint venture projects). The Retail & Merchandising division is primarily
responsible for the development of, and sales of products and merchandise
through, retail stores located within the Company's theme restaurants as well as
stand-alone retail stores and other distribution channels. The Theaters &
Entertainment division is primarily responsible for the development and
oversight of the Company's joint venture with AMC and for the creation and
development of other entertainment ventures. The Lodging & Gaming division is
responsible for the Company's participation in the Las Vegas Project, the
OFFICIAL ALL STAR HOTEL and the PLANET HOLLYWOOD HOTEL, as well as similar
ventures that may be pursued in the future. The Consumer Products division is
primarily responsible for the licensing of the Company's brands in connection
with selected consumer products, such as "PLANET HOLLYWOOD--The Game" and COOL
PLANET ice cream. For additional discussion regarding these five operational
divisions, see Item 1--Business. In the future, the Company expects to report
its financial results in line with the new divisional structure.
 
                                       22
<PAGE>
OPERATING RESULTS
 
    The following table sets forth various components of the Company's operating
results expressed as a percentage of total revenues (except where otherwise
indicated) for fiscal 1995, 1996 and 1997. The table also sets forth certain
relevant operating data for the periods presented.
 
<TABLE>
<CAPTION>
                                                                                                       FISCAL
                                                                                           -------------------------------
<S>                                                                                        <C>        <C>        <C>
                                                                                             1995       1996       1997
                                                                                           ---------  ---------  ---------
INCOME STATEMENT DATA:
Revenues:
  Food and beverage......................................................................       59.5%      59.6%      57.5%
  Merchandise............................................................................       38.4       33.5       36.6
  Royalties..............................................................................        0.6        1.2        2.5
  Franchise fees.........................................................................        1.5        5.7        3.4
                                                                                           ---------  ---------  ---------
    Total revenues.......................................................................      100.0%     100.0%     100.0%
                                                                                           ---------  ---------  ---------
                                                                                           ---------  ---------  ---------
Costs and expenses:
  Food and beverage cost of sales (a)....................................................       23.9%      22.6%      22.7%
  Merchandise cost of sales (b)..........................................................       36.4       34.6       36.1
  Operating expenses(c)..................................................................       44.1       45.2       46.6
  General and administrative expenses....................................................        7.4        5.5       10.4
  Depreciation and amortization..........................................................        8.2        7.3        8.2
  Equity in earnings of unconsolidated affiliates........................................       (0.3)      (1.2)      (1.5)
Total costs and expenses.................................................................       87.0       79.8       99.0
Income from operations...................................................................       13.0       20.2        1.0
Interest income (expense), net...........................................................       (4.1)      (0.8)       0.3
Minority interests.......................................................................        1.4        0.3     --
Provision for income taxes...............................................................        0.3        7.4        1.0
Net income...............................................................................        7.7       10.1        1.7
 
OPERATING DATA:
Food and beverage sales (c)..............................................................       60.7%      64.0%      61.1%
Merchandise sales (c)....................................................................       39.3       36.0       38.9
                                                                                           ---------  ---------  ---------
    Total Direct Revenues................................................................      100.0%     100.0%     100.0%
                                                                                           ---------  ---------  ---------
                                                                                           ---------  ---------  ---------
Units in operation at fiscal year end:
  Company-owned units....................................................................         23         37         53
  Franchised units.......................................................................          6         21         34
                                                                                           ---------  ---------  ---------
    Total................................................................................         29         58         87
                                                                                           ---------  ---------  ---------
                                                                                           ---------  ---------  ---------
</TABLE>
 
------------------------
 
(a) As a percentage of food and beverage revenues.
 
(b) As a percentage of merchandise revenues.
 
(c) As a percentage of Direct Revenues.
 
    In fiscal 1997, "same unit" revenues of Company-owned units declined 11%
compared to fiscal 1996. In addition, the Company recorded a charge in the 1997
fourth quarter of $71.2 million ($44.5 million after tax), $3.0 million of which
represented a cash charge. The principal components of this charge were (i)
$48.7 million related to a writedown of long-lived assets, associated with
underperforming domestic and foreign Company-owned restaurant units, (ii) $19.0
million related to the write-off of certain franchise and other receivables as
well as the abandonment of certain marketing initiatives and (iii) $3.0 million
related
 
                                       23
<PAGE>
to the write-off of obsolete merchandise inventories. In response to these lower
than expected results, the Company has begun to undertake the following measures
to improve its performance:
 
    INTRODUCING NEW MARKETING INITIATIVES IN THE PLANET HOLLYWOOD RESTAURANT
BUSINESS.  One of the Company's key priorities in the near term is to inject new
excitement into the PLANET HOLLYWOOD restaurant business in order to stimulate
greater customer traffic. The Company plans to increase the frequency of
celebrity events and promotions and broaden the number of celebrities associated
with PLANET HOLLYWOOD, with an emphasis on new, up-and-coming stars. A senior
executive has relocated from the Company's headquarters in Orlando, Florida to
Hollywood, California, where he is responsible for developing new relationships
with celebrities and other members of the film industry. In addition, the
Company is taking steps to broaden the appeal of its restaurants through menu
revisions, the acceptance of reservations in certain markets and greater
promotion of group sales, in order to attract more local residents to augment
the Company's primarily tourist customer base.
 
    ENHANCING THE MIX OF MERCHANDISE SOLD IN PLANET HOLLYWOOD AND OFFICIAL ALL
STAR CAFE UNITS.  The Company is developing programs to continually update and
refresh its merchandise mix. For example, the Company has begun to introduce
special seasonal product lines two times per year, as a complement to the base
souvenir merchandise business. At the same time, although new items are being
added, the Company intends to reduce its total SKUs by 25% and has implemented
an "open-to-buy" inventory management system that by March 1, 1998 had already
reduced domestic inventory levels by approximately 7% since the end of fiscal
1997. In addition to the merchandise stores in its theme restaurants, the
Company will continue to pursue merchandise sales through its own stand-alone
retail stores and other global retail distribution channels.
 
    FOCUSING ON THREE KEY BRAND CONCEPTS.  The Company continuously evaluates
new themes for brand marketing. Such themes have included MARVEL MANIA, of which
there is currently one unit in operation at Universal Studios, California, and
CHEFS OF THE WORLD, which has only been in the development stage. However, the
Company believes that PLANET HOLLYWOOD, the OFFICIAL ALL STAR CAFE and the Music
Concept offer the greatest potential for long- term growth. Accordingly, the
Company has terminated its relationship with MARVEL MANIA, due in part to the
recent bankruptcy of the parent company of the Company's partner in the concept,
and has shelved further development of its CHEFS OF THE WORLD concept.
 
    SCALING BACK EXPANSION OF PLANET HOLLYWOOD AND OFFICIAL ALL STAR CAFE
UNITS.  As it revitalizes its existing unit base, the Company will scale back
expansion of Company-owned PLANET HOLLYWOOD and OFFICIAL ALL STAR CAFE units. In
1998, the Company plans to open three new PLANET HOLLYWOOD units, compared to 12
opened in 1997, and two new OFFICIAL ALL STAR CAFE units, compared to four
opened in 1997. The Company previously anticipated opening nine PLANET HOLLYWOOD
and six OFFICIAL ALL STAR CAFE units in 1998. The Company expects franchisees to
open approximately ten PLANET HOLLYWOOD units and one OFFICIAL ALL STAR CAFE
unit during 1998.
 
    REALIGNING AND STREAMLINING MANAGEMENT STRUCTURE.  To support the further
diversification of its business, the Company has created five operating
divisions: Food & Beverage; Retail & Merchandise; Lodging & Gaming; Theaters &
Entertainment; and Consumer Products. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations--Overview". In the future, the
Company expects to report its financial results in line with this new divisional
structure. The Company is realigning management responsibilities to ensure the
strongest team for each division and will consider augmenting its in-house team
through the recruitment of additional individuals with special expertise.
Executives will be held strictly accountable for their results and their
compensation will be tied to meeting performance targets. The Company has
eliminated certain management layers to streamline its organization and increase
operating efficiencies. This action has resulted in the elimination of a total
of approximately 40 positions, including a 10% reduction at corporate
headquarters.
 
                                       24
<PAGE>
    APPOINTING AN EXECUTIVE TO OVERSEE FRANCHISING.  In connection with its
management realignment, the Company has appointed an executive to oversee all of
its franchising activities, including the development of new international
franchises. The Company believes that all of its existing and newly developed
brands have substantial franchising potential and, as a result, franchising will
continue to play a key role in future growth.
 
    HIRING A SENIOR OPERATIONS EXECUTIVE.  Robert Earl, the Company's President
and Chief Executive Officer, has reassumed primary responsibility for the
Company's day-to-day operations in the near term. The Company has commenced a
search for an experienced senior executive to oversee all of its operations in
order to enable Mr. Earl to devote greater attention to strategic activities and
the creative and marketing aspects of the Company's business.
 
    REDUCING OPERATING COSTS.  The Company has conducted a thorough review of
its operating and expense structure and has identified several areas for cost
reduction, including, among other things, staff reductions, enhanced purchasing
efficiencies and streamlined operating procedures that are estimated to yield up
to $5.0 million in annual cost savings.
 
    Because these measures will be implemented gradually over the balance of
fiscal 1998, the Company expects relatively flat revenues and modestly lower
earnings in 1998. However, the Company expects to resume its growth in fiscal
1999 as its strategic ventures and other initiatives begin to contribute
meaningfully to its performance.
 
FISCAL 1997 COMPARED TO FISCAL 1996
 
    REVENUES. Total revenues increased 27.2% from $373.4 million in fiscal 1996
to $475.1 million in fiscal 1997. The increase in revenues is due primarily to
the Company's continued expansion through the development of new themed
restaurants, franchising activities and the expansion of its retail distribution
system, including direct merchandise sales.
 
    Direct Revenues increased 28.8% from $347.4 million in fiscal 1996 to $447.3
million in fiscal 1997, due primarily to the opening of 16 new Company-owned
units in fiscal 1997 ($42.1 million of the increase) and the inclusion in fiscal
1997 results of a full year of operations of 14 Company-owned units that were
opened in fiscal 1996 ($47.6 million of the increase). Increased sales of
merchandise to specialty retailers and through other retail distribution
channels also contributed to higher Direct Revenues in fiscal 1997. Fiscal 1997
Direct Revenues were adversely impacted by the 11% decline in "same unit"
revenues. The decline in "same unit" revenues was due to a decline in customer
traffic that was attributable principally to (i) increased competition in the
theme-dining sector and (ii) a diversion of management's focus from existing
unit operations to new unit openings and strategic initiatives. Competition in
major tourist markets increased significantly in fiscal 1997. Four PLANET
HOLLYWOOD units accounted for 46% of the dollar amount of the decline in "same
unit" revenues, while contributing only 27% of "same unit" revenues as a whole.
In addition, fiscal 1997 "same unit" revenues at certain of the Company's units
were adversely impacted by the particularly strong revenues realized by these
units in fiscal 1996 due to increased customer traffic generated by the Summer
Olympics. In the near term, the Company anticipates further declines in "same
unit" revenues, primarily as a result of decreased customer traffic due to
increased competition.
 
    As a percentage of Direct Revenues, merchandise sales increased from 36.0%
in fiscal 1996 to 38.9% in fiscal 1997. The increase in merchandise sales as a
percentage of Direct Revenues was primarily due to the introduction of new
product lines, sales to specialty retailers and promotional sales. To increase
the exposure of its brands to consumers worldwide, the Company markets its
branded products in innovative ways, including the sale of merchandise to
specialty retailers having a worldwide distribution and marketing presence.
 
    Franchise fees were $21.4 million in fiscal 1996 and $16.1 million in fiscal
1997. In fiscal 1996, a total of 16 franchised units were opened, compared to 13
in fiscal 1997. Royalties and other revenues increased
 
                                       25
<PAGE>
from $4.5 million in fiscal 1996 to $11.7 million in fiscal 1997, due primarily
to growth in the number of franchised units and the licensing of the Company's
brands.
 
    COSTS AND EXPENSES.  Food and beverage costs as a percentage of food and
beverage revenues increased slightly from 22.6% in fiscal 1996 to 22.7% in
fiscal 1997. In fiscal 1997, merchandise costs as a percentage of merchandise
revenues increased to 36.1% from 34.6% in fiscal 1996 due to a write-off of
certain discontinued inventories (including inventories affected by a redesign
of the Company's OFFICIAL ALL STAR CAFE logo), which resulted in a $3.0 million
charge. Operating expenses, which consist primarily of occupancy, labor and
other direct unit operating costs, increased from 45.2% of Direct Revenues in
fiscal 1996 to 46.6% of Direct Revenues in fiscal 1997. Occupancy costs
increased as a percentage of Direct Revenues in fiscal 1997 because revenues at
many of the Company's units were below the minimum rent thresholds in the
applicable leases. In fiscal 1997, labor costs increased as a percentage of
Direct Revenues because salaried labor costs remained relatively constant as the
Company opened smaller units in new markets. The increase in operating expenses
as a percentage of Direct Revenues was also a result of the decline in "same
unit" sales.
 
    General and administrative expenses increased to $49.3 million in fiscal
1997 from $20.4 million in fiscal 1996. Approximately $19.0 million of the $28.9
million increase was attributable to the fourth quarter charge, consisting
primarily of write-offs of certain franchise and other receivables as a result
of the change in the Company's business strategy and financial uncertainties
facing certain franchisees in Eastern Europe and Asia. The remainder of the
increase was due principally to the expansion of the Company's corporate
infrastructure, including increased employee headcounts.
 
    DEPRECIATION AND AMORTIZATION.  Depreciation and amortization increased from
7.3% of total revenues in fiscal 1996 to 8.2% of total revenues in fiscal 1997
due to increased depreciation on units constructed in 1996 and 1997 and a full
year's amortization of goodwill on the units acquired by the Company in fiscal
1996.
 
    IMPAIRMENT OF LONG-LIVED ASSETS.  As a result of operating losses incurred
and projected to continue at certain restaurant units, the Company recorded a
noncash impairment charge of $48.7 in fiscal 1997 related to the writedown of
long-lived assets associated with certain underperforming units. The Company
considers continued and projected operating losses or significant and long-term
change in market conditions to be its primary indicators of potential
impairment. An impairment was recognized as the future projected undiscounted
cash flows for these units were estimated to be insufficient to recover the
related carrying value of the long-lived assets relating to the units. As a
result, the carrying values of these assets were written down to their estimated
fair values based on the projected discounted cash flows. No such charges were
required in fiscal 1996.
 
    INTEREST INCOME (EXPENSE), NET.  Net interest expense was $2.9 million in
fiscal 1996 compared to net interest income of $1.3 million in fiscal 1997.
Proceeds from the Company's initial public offering in April of 1996 were
utilized to extinguish Company debt and interest was earned on the investment of
remaining funds.
 
    EQUITY IN EARNINGS OF UNCONSOLIDATED AFFILIATES.  Equity in earnings of
unconsolidated affiliates increased from $4.3 million in fiscal 1996 to $6.9
million in fiscal 1997, primarily due to additional franchise openings by ECE
and PH Asia in 1997 and earnings from the Company's investment in the Hotel
Pennsylvania.
 
    OTHER.  Minority interests decreased from $1.0 million in fiscal 1996 to
zero in fiscal 1997 due to the acquisition by the Company of all minority
interests during fiscal 1996.
 
    PROVISION FOR INCOME TAXES.  The provision for income taxes was $27.6
million or 36.5% of pretaxable income in fiscal 1996 compared to $5.0 million or
37.5% in fiscal 1997. The increase in the Company's effective tax rate is
primarily due to an increase in the percentage of total earnings from domestic
units in fiscal 1997.
 
                                       26
<PAGE>
    EXTRAORDINARY ITEM, NET.  In fiscal 1996, the Company incurred an
extraordinary charge of $10.4 million, net of $5.9 million in taxes, as a result
of the early extinguishment of long-term notes payable.
 
    SEASONALITY AND QUARTERLY COMPARISONS.  The Company's revenues have been
seasonal, due to the greater number of tourists who patronize the Company's
units during the summer and year-end holiday season. Although units in certain
locations are affected by different seasonal influences, the Company has
historically experienced its strongest operating results from June through
August. Moreover, as a result of the substantial revenues associated with each
new Company-owned unit and the recognition of franchise fees, the timing of new
unit openings may result in significant fluctuations in quarterly results.
Additionally, in 1997 the Company realized substantial revenues through its
retail distribution system. Quarterly results may fluctuate significantly in
association with the timing of these transactions.
 
FISCAL 1996 COMPARED TO FISCAL 1995
 
    REVENUES.  Total revenues increased 38.0% from $270.6 million in fiscal 1995
to $373.4 million in fiscal 1996.
 
    Direct Revenues increased 31.1% from $265.0 million in fiscal 1995 to $347.4
million in fiscal 1996, due primarily to the opening of 14 new Company-owned
units in fiscal 1996 ($43.3 million of the increase) and the inclusion of a full
year of operations of the nine Company-owned PLANET HOLLYWOOD units opened in
fiscal 1995 ($49.2 million of the increase). Direct Revenues on a "same unit"
basis decreased 2.0% from $200.6 million in fiscal 1995 to $196.6 million in
fiscal 1996. As a percentage of Direct Revenues, merchandise sales decreased
from 39.3% in fiscal 1995 to 36.0% in fiscal 1996. The decrease in merchandise
mix is mostly due to the timing of new unit openings and development of new
concepts which typically have a lower merchandise mix in their development
stage.
 
    Franchise fees were $4.0 million in fiscal 1995 and $21.4 million in fiscal
1996 due to the opening of 16 franchises during 1996. Royalties increased 190.7%
from $1.6 million in fiscal 1995 to $4.5 million in fiscal 1996, due primarily
to the growth in the number of franchised units.
 
    COSTS AND EXPENSES.  Food and beverage costs decreased from 23.9% of food
and beverage revenues in fiscal 1995 to 22.6% in fiscal 1996 as a result of
improved buying power and efficiencies from the greater unit base, allowing for
favorable negotiations with suppliers. Merchandise costs decreased from 36.4% of
merchandise revenues in fiscal 1995 to 34.6% in fiscal 1996 primarily as a
result of improved buying power and favorable negotiation with suppliers.
Operating expenses, which consist primarily of labor, occupancy and other direct
unit operating costs, increased from 44.1% of Direct Revenues in fiscal 1995 to
45.2% in fiscal 1996, due primarily to opening of Company-owned units in Europe,
which generally have higher operating costs.
 
    General and administrative expenses increased slightly from $20.1 million in
fiscal 1995 to $20.4 million in fiscal 1996, as the Company continued to develop
its infrastructure. However, these expenses were offset by reduced legal costs
and cost savings generated from the sale of a Company-owned aircraft to an
unaffiliated third party. As a percent of total revenues, general and
administrative expenses decreased from 7.4% in fiscal 1995 to 5.5% in fiscal
1996 due to the greater number of Company-owned units contributing to total
revenues. Depreciation and amortization increased 23.1% from $22.2 million in
fiscal 1995 to $27.3 million in fiscal 1996, due primarily to the larger number
of units in operation in 1996. Equity in income of unconsolidated affiliates
increased from $0.8 million in fiscal year 1995 to $4.3 million in fiscal year
1996, attributable to various unit openings by the Company's minority
investments in ECE and PH Asia.
 
    INTEREST INCOME (EXPENSE), NET.  Net interest expense decreased 74.4% from
$11.2 million in fiscal 1995 to $2.9 million in fiscal 1996 as a result of
repayment of debt with the proceeds from the Company's initial public offering.
 
                                       27
<PAGE>
    OTHER.  Minority interests decreased from $3.7 million in fiscal 1995 to
$1.0 million in fiscal 1996, due to the acquisition by the Company of all
minority interests during fiscal 1996. In fiscal 1995, the Company realized a
$0.6 million gain on the sale of a portion of its interest in the entity that
owns the Washington, D.C. PLANET HOLLYWOOD unit.
 
    PROVISION FOR INCOME TAXES.  The provision for income taxes was $27.6
million for fiscal year 1996. In fiscal 1995, the Company recorded a provision
for income taxes of $0.9 million.
 
    The Company incurred an extraordinary charge during fiscal 1996 of $10.4
million, net of $5.9 million in taxes, as a result of the early retirement of
long-term notes payable.
 
LIQUIDITY AND CAPITAL RESOURCES
 
    The following table presents a summary of the Company's cash flows for
fiscal 1995, 1996 and 1997 (dollars in thousands):
 
<TABLE>
<CAPTION>
                                                                                              FISCAL
                                                                                ----------------------------------
<S>                                                                             <C>         <C>         <C>
                                                                                   1995        1996        1997
                                                                                ----------  ----------  ----------
Net cash provided by operating activities.....................................  $   33,370  $   48,830  $   35,766
Net cash used in investing activities.........................................     (75,599)    (73,870)   (156,445)
Net cash provided by financing activities.....................................      52,128      59,948      81,153
Net effect of exchange rates on cash..........................................          --          --      (1,216)
Net increase (decrease) in cash and cash equivalents..........................  $    9,899  $   34,908  ($  40,742)
</TABLE>
 
    In its operations, the Company does not have significant receivables and
receives trade credit based upon negotiated terms in purchasing food products
and other supplies. The Company does have accounts receivable arising out of
franchise fees and royalties which will vary depending on the number of
franchises in operation and the number of franchises granted in a given year.
The Company's business has not required significant working capital to meet its
operating requirements. The Company requires capital primarily for the
development and operation of Company-owned units and has historically financed
these activities from development loans and capital contributions by its
stockholders, cash generated from operations and fees received in connection
with the sale of franchises. In addition, in August 1995 the Company received
net proceeds of $57.2 million from the private placement of $60.0 million
principal amount of senior subordinated notes and common stock purchase
warrants. In April 1996, the Company received proceeds of $196.6 million from
the initial public offering of its common stock, which were used in part to
retire the senior subordinated notes. In fiscal 1997, the Company utilized
borrowings against its credit facility and funds received from a private sale of
its common stock to help finance development activity.
 
    Net cash provided by financing activities in fiscal 1995, 1996 and 1997 was
$52.1 million, $59.9 million and $81.2 million, respectively. In fiscal 1995,
the primary sources of financing were the sale of the senior subordinated notes
and warrants and development loans from stockholders. In fiscal 1996, the
primary source of financing was the initial public offering of the Company's
common stock. In fiscal 1997, the primary sources of financing were borrowings
on the Company's credit facility and proceeds from a private sale of its common
stock.
 
    Net cash provided by operating activities in fiscal 1995, 1996 and 1997 was
$33.4 million, $48.8 million and $35.8 million, respectively. The increase in
cash provided by operating activities from fiscal 1995 to fiscal 1996 was
primarily due to the increased profitability of the Company. The decrease in
cash provided by operating activities from fiscal 1996 to fiscal 1997 was due
primarily to the utilization of cash in fiscal 1997 for inventory and operating
expenses. Expenditures for pre-opening expenses, which are capitalized and
amortized over a 12-month period following the opening of a unit, were $15.5
million, $13.9 million and $18.8 million for fiscal 1995, 1996 and 1997,
respectively, and averaged $1.3 million per unit during the three-year period.
 
                                       28
<PAGE>
    Net cash used in investing activities in fiscal 1995, 1996 and 1997 was
$75.6 million, $73.9 million and $156.4 million, respectively. The increase in
net cash used in investing activities from fiscal 1996 to fiscal 1997 was
primarily the result of the increased development and construction of new units
and the construction of the Company's corporate headquarters. Capital
expenditures for fiscal 1995, 1996 and 1997 were $80.3 million, $81.7 million
and $124.5 million, respectively.
 
    Of the $196.6 million net proceeds from the initial public offering of the
Company's common stock in fiscal 1996, the Company used approximately $130.8
million to prepay indebtedness consisting of approximately $70.8 million of
notes payable to stockholders and $60.0 million of senior subordinated notes
held by institutional investors. The remaining proceeds were used for general
corporate purposes, including the development and construction of new units.
 
    In September 1997, the Company replaced its existing $50 million credit
facility with a $155 million multi-currency, long-term credit agreement (the
"Credit Agreement") with a consortium of lenders for which SunTrust Bank,
Central Florida, N.A., acted as agent. The Credit Agreement provides for a $100
million revolving credit facility, a $20 million long-term loan facility and a
$35 million LIBOR-based leveraged lease facility. The Credit Agreement carries
an annual facility fee on the total revolving credit portion and a commitment
fee on the unused amount of the revolving credit portion. Interest rates are
variable, with either prime or LIBOR indexes. At year end, the Company's
weighted average borrowing rate under the Credit Agreement was 6.96%. The
revolving credit facility matures in September 2000, the term loan facility
matures in 1999 and the LIBOR-based leveraged lease facility has a base lease
term of three years that can be extended up to 21 years. During 1997, the
Company borrowed an aggregate of $42.0 million under the revolving credit
facility. The Credit Agreement also provides for the issuance of up to $10.0
million of letters of credit. At year end, the Company had outstanding letters
of credit totaling $5.8 million.
 
    Under the terms of the Credit Agreement, the Company is required to meet
certain minimum quarterly net worth, interest coverage and various other
financial ratios. At December 28, 1997, the Company was in violation of one of
the financial covenants. In March 1998, the lenders modified the covenant and
waived the violation retroactively to December 28, 1997. In addition, the
lenders have agreed to amend various provisions of the Credit Agreement at or
prior to the consummation of the proposed sale of the notes under the proposed
1998 Notes Offering (see description below).
 
    In March 1998, the Company announced that it is offering in a Rule 144A
distribution $250 million principal amount of seven-year senior subordinated
notes (the "proposed 1998 Notes Offering"). This proposed private offering is
expected to close by the end of March 1998. The notes to be issued in the
proposed 1998 Notes Offering (the "Notes") will be general unsecured obligations
subordinated to certain existing and future senior indebtedness of the Company.
Subject to certain limitations, the Notes are expected to be redeemable by the
Company after approximately four years from the date of issuance at
predetermined redemption prices. Certain covenants of the proposed 1998 Notes
Offering are expected to restrict, in some manner, the Company's ability to: (i)
declare or pay any dividend or make any other payment or distribution to
stockholders, (ii) incur certain additional indebtedness or issue preferred
stock, (iii) consolidate, merge, or sell its properties and assets, and (iv)
transact with affiliates. No director, officer, employee, incorporator or
stockholder of the Company, as such, shall have any liability for any
obligations of the Company under the Notes.
 
    In connection with the proposed 1998 Notes Offering, the Company will be
required to file a registration statement with the Securities and Exchange
Commission with respect to a series of notes substantially identical to the
Notes (the "Exchange Notes"). Upon the effectiveness of such registration
statement certain holders of the Notes may have the opportunity to exchange
their Notes for Exchange Notes (the "Exchange Offer"). The Company will also be
obligated, under certain circumstances, to file with the Securities and Exchange
Commission a registration statement (the "Shelf Registration Statement") to
cover resales of the Notes by certain holders. Holders of the Notes will be
required to make
 
                                       29
<PAGE>
certain representations and provide certain information to the Company in order
to participate in the Exchange Offer and/or the Shelf Registration Statement.
 
    The net proceeds from the proposed 1998 Notes Offering are anticipated to be
used for capital expenditures associated with the construction of additional
theme restaurants and with new strategic ventures, the repayment of outstanding
bank borrowings and general corporate purposes. The Notes will not be registered
under the Securities Act of 1933 or any state securities laws and, unless so
registered, may not be offered or sold except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of the Securities
Act of 1933 and applicable state securities laws.
 
    The Company anticipates total capital expenditures to approximate $200.0
million in fiscal 1998. Expenditures related to the opening of theme restaurants
are estimated to be $86.4 million. The Company's new strategic ventures are
estimated to require $88.3 million, including $30.0 million for the PLANET
MOVIES BY AMC venture, $41.3 million for the Las Vegas Project, $10.0 million
for the OFFICIAL ALL STAR HOTEL, $3.0 million for the PLANET HOLLYWOOD HOTEL and
$4.1 million for COOL PLANET shops. The remaining $25.3 million is expected to
be utilized for restaurant refurbishments, purchases of memorabilia and
expenditures related to the new corporate headquarters and computer system
upgrades. Actual capital expenditures in 1998 could differ materially from this
projection if the number of unit openings varies, if any strategic venture is
delayed or if the Company accelerates or postpones certain other capital
expenditures.
 
    The Company has never paid, and does not anticipate paying in the
foreseeable future, any dividends on its common stock. The Company intends to
retain its available cash to finance the development and growth of the Company.
Furthermore, even if the Company desired to declare a dividend or other
distribution on the Company's common stock, certain terms of the Company's
revolving credit arrangements and the proposed 1998 Notes Offering would limit
the amount of any such dividend or distribution. Because the Company has never
paid any stock dividends, and does not anticipate paying any in the foreseeable
future, such restrictive terms should not have an impact on the Company's
ability to meet its cash obligations.
 
    The Company expects that cash generated from operations, together with
proceeds from the proposed 1998 Notes Offering in excess of the amount used to
retire indebtedness and available borrowings under the Company's Credit
Agreement, will be sufficient to meet its cash requirements for at least the
next 18 months.
 
    NEW ACCOUNTING STANDARDS.  In February 1997, the Financial Accounting
Standards Board (FASB) adopted Statement of Financial Accounting Standards
(SFAS) no. 128, "Earnings Per Share," which caused the Company to change in
fiscal 1997 statements the way that it calculates and displays per share
information. Under the new rules, the Company displays "basic" earnings per
share, which is net income divided by weighted average shares outstanding during
the period. Also displayed is "diluted" earnings per share, which considers the
impact of common stock equivalents. Based on the Company's capital structure,
its common stock equivalents are employee and director stock options and
restricted stock. The difference between basic and diluted earnings per share is
not significant for the Company, nor is the difference between per share
earnings computed under the new and previous methods. Earnings per share
presented for prior periods has been restated to the new method.
 
    In June 1997, the FASB adopted two standards, SFAS Nos. 130 and 131,
"Reporting Comprehensive Income" and "Disclosures about Segments of an
Enterprise and Related Information." Both of these new standards relate to the
display of financial information rather than impacting the computation of net
income or earnings per share, and both will be effective for the Company
beginning with its 1998 annual financial statements. SFAS 130 requires that
companies display "comprehensive income," which in addition to the current
definition of net income, includes certain amounts currently recorded directly
in equity. For the Company, the only such item is foreign currency translation
adjustments. The new standard
 
                                       30
<PAGE>
will be adopted by adding a column, which will show comprehensive income, to the
statement of changes in stockholders' equity.
 
    SFAS 131 mandates the management approach to identifying business segments.
Under the management approach, segments are defined as the organizational units
that have been established for internal performance evaluation purposes. For the
Company, this will mean segmenting the Company's current operations into five
segments: Food & Beverage, Retail, Consumer Products, Lodging and Gaming, and
Theaters and Entertainment.
 
    The Accounting Standards Executive Committee of the American Institute of
Certified Public Accountants has issued a proposed Statement of Position (SOP)
entitled "Reporting on the Cost of Start-Up Activities." The Company currently
capitalizes costs relating to opening of units and amortizes such costs over the
twelve months following the opening date of the unit. The proposed SOP, if
adopted in it's current form, would require the Company to expense all such
preopening costs as incurred. If issued, the proposed SOP would be effective for
fiscal 1999 and all costs capitalized at the date the SOP is adopted would be
charged to income as a cumulative effect of a change in accounting principle.
 
    YEAR 2000 COMPLIANCE.  The Company has studied the issue of year 2000
compliance and its potential effects on the Company's operations. Based on its
assessment, the Company expects to upgrade its critical computer systems to make
them year 2000 compliant by the end of fiscal 1998 without material
expenditures. Year 2000 compliance is not expected to have a material adverse
effect on the Company's operations.
 
    IMPACT OF INFLATION.  Inflation as measured by consumer price indices has
continued at a low level in most of the countries in which the Company operates.
A portion of the Company's sales comes from its international operations (See
Note 13 to the Consolidated Financial Statements). Although these operations are
geographically dispersed, which partially mitigates the risks associated with
operating in particular countries, the Company is subject to the usual risks
associated with international operations. These risks include local political
and economic environments and relations between foreign and U.S. governments.
 
    CURRENCY EXCHANGE RISK.  The Company's international operations expose it to
fluctuations in exchange rates when translating foreign currency to U.S. dollars
for financial reporting purposes. The Company is not able to project the effect
of future exchange rate fluctuations on its operating results. Currency
fluctuations did not have a material effect on the Company's results in fiscal
1997.
 
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 
    In January 1997, the Securities and Exchange Commission adopted new rules
that require disclosure of certain quantitative and qualitative information
about market risk exposures. Because of the Company's market capitalization, the
Company is not currently required to make such disclosures. These disclosures,
if any, will be required in Company filings that include audited financial
statements for fiscal years ended after June 15, 1998.
 
                                       31
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
    Index to Financial Statements
 
<TABLE>
<CAPTION>
  FINANCIAL STATEMENTS:                                                                   PAGE
-------------------------------------------------------------------------------------     -----
<S>                                                                                    <C>
  Report of Independent Accountants..................................................          33
  Consolidated Balance Sheets at December 29, 1996 and December 28, 1997.............          34
  Consolidated Statements of Operations for the three years ended December 28,
    1997.............................................................................          35
  Consolidated Statements of Changes in Stockholders' Equity for the three years
    ended December 28, 1997..........................................................          36
  Consolidated Statements of Cash Flows for the three years ended December 28,
    1997.............................................................................          37
  Notes to the Consolidated Financial Statements.....................................          38
 
  FINANCIAL STATEMENT SCHEDULES:
-------------------------------------------------------------------------------------
  For the year ended December 28, 1997
  II--Valuation and Qualifying Accounts
</TABLE>
 
    All other schedules are omitted because they are not applicable or the
required information is shown in the consolidated financial statements or notes
thereto.
 
    Financial statements of two 50% owned companies have been omitted because
the registrant's proportionate share of the income from continuing operations
before income taxes is less than 20% of the respective consolidated amount, and
the investment in and advances to each company is less than 20% of consolidated
total assets.
 
                                       32
<PAGE>
                       REPORT OF INDEPENDENT ACCOUNTANTS
 
To the Board of Directors and Stockholders of Planet Hollywood International,
Inc.
 
    In our opinion, the consolidated financial statements listed in the
accompanying index present fairly, in all material respects, the financial
position of Planet Hollywood International, Inc. and its subsidiaries at
December 29, 1996 and December 28, 1997, and the results of their operations and
their cash flows for each of the three years in the period ended December 28,
1997, in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
 
PRICE WATERHOUSE LLP
Orlando, Florida
March 3, 1998
 
                                       33
<PAGE>
             PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES
 
                          CONSOLIDATED BALANCE SHEETS
 
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                       DECEMBER 29,  DECEMBER 28,
                                                                                           1996          1997
                                                                                       ------------  ------------
<S>                                                                                    <C>           <C>
ASSETS
Current assets:
  Cash and cash equivalents..........................................................   $   49,831    $    9,089
  Accounts receivable, less allowance of $1,500 in 1997..............................       22,697        25,084
  Inventories........................................................................       20,604        42,612
  Deferred taxes.....................................................................        7,166        10,427
  Pre-opening cost, net..............................................................        8,096         6,716
  Prepaid expenses and other assets..................................................        5,479         7,082
                                                                                       ------------  ------------
    Total current assets.............................................................      113,873       101,010
Property and equipment, net..........................................................      250,108       322,949
Goodwill, net........................................................................       25,779        29,922
Deferred taxes.......................................................................       --             6,015
Other assets, net....................................................................        1,487         5,259
Investment in affiliated entities....................................................       10,013        40,404
                                                                                       ------------  ------------
    Total assets.....................................................................   $  401,260    $  505,559
                                                                                       ------------  ------------
                                                                                       ------------  ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable...................................................................   $   41,668    $   54,100
  Accrued expenses...................................................................       10,908        15,215
  Notes payable--current.............................................................          746         1,264
                                                                                       ------------  ------------
    Total current liabilities........................................................       53,322        70,579
Deferred rentals.....................................................................       10,329        10,798
Deferred taxes.......................................................................          849        --
Notes payable........................................................................        7,529        70,491
Deferred credits.....................................................................       17,100        15,150
                                                                                       ------------  ------------
    Total liabilities................................................................       89,129       167,018
                                                                                       ------------  ------------
Commitments and contingencies (Note 7 and Note 11)
Stockholders' equity:
  Preferred stock, $.01 par value; 25,000,000 shares authorized; none issued;
    preferences, limitations and rights to be established by the Board of
    Directors........................................................................       --            --
  Common stock--Class A voting, $.01 par value; 250,000,000 shares authorized;
    95,972,563 and 97,127,526 issued and outstanding, respectively...................          960           972
  Common stock--Class B non-voting, $.01 par value; 25,000,000 shares authorized;
    11,545,706 and 11,764,144 issued and outstanding, respectively...................          115           118
  Capital in excess of par value.....................................................      252,695       279,372
  Deferred compensation..............................................................         (525)       (4,125)
  Retained earnings..................................................................       58,386        66,644
  Cumulative currency translation adjustment.........................................          500        (4,440)
                                                                                       ------------  ------------
    Total stockholders' equity.......................................................      312,131       338,541
                                                                                       ------------  ------------
      Total liabilities and stockholders' equity.....................................   $  401,260    $  505,559
                                                                                       ------------  ------------
                                                                                       ------------  ------------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                       34
<PAGE>
             PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
 
             (DOLLARS IN THOUSANDS, EXCEPT FOR EARNINGS PER SHARE)
 
<TABLE>
<CAPTION>
                                                                                 FISCAL      FISCAL      FISCAL
                                                                                  1995        1996        1997
                                                                               ----------  ----------  ----------
<S>                                                                            <C>         <C>         <C>
Revenues:
  Direct.....................................................................  $  265,048  $  347,436  $  447,310
  Franchise..................................................................       4,000      21,400      16,100
  Royalty and other..........................................................       1,558       4,528      11,715
                                                                               ----------  ----------  ----------
                                                                                  270,606     373,364     475,125
Costs and expenses:
  Cost of sales..............................................................      76,462      93,426     124,808
  Operating..................................................................     116,805     156,893     208,484
  General and administrative.................................................      20,057      20,431      49,324
  Depreciation and amortization..............................................      22,182      27,295      38,825
  Impairment of long-lived assets............................................      --          --          48,699
                                                                               ----------  ----------  ----------
                                                                                  235,506     298,045     470,140
Income from operations.......................................................      35,100      75,319       4,985
Non-operating (income) expense
  Interest income............................................................        (598)     (2,121)     (1,327)
  Interest expense...........................................................      11,827       4,995      --
  Equity in earnings of unconsolidated affiliates............................        (848)     (4,308)     (6,900)
  Minority interests.........................................................       3,728       1,037      --
  Gain on sale of subsidiary interests.......................................        (611)     --          --
                                                                               ----------  ----------  ----------
                                                                                   13,498        (397)     (8,227)
Income before provision for income taxes.....................................      21,602      75,716      13,212
Provision for income taxes...................................................         875      27,636       4,954
                                                                               ----------  ----------  ----------
Income before extraordinary item.............................................      20,727      48,080       8,258
Extraordinary loss on early extinguishment of debt (net of income tax benefit
  of $5,991).................................................................      --          10,421      --
                                                                               ----------  ----------  ----------
Net income...................................................................  $   20,727  $   37,659  $    8,258
                                                                               ----------  ----------  ----------
                                                                               ----------  ----------  ----------
Earnings per share:
  BASIC
    Income before extraordinary item.........................................  $     0.26  $     0.47  $     0.08
    Extraordinary item.......................................................      --           (0.10)     --
                                                                               ----------  ----------  ----------
    Net income...............................................................  $     0.26  $     0.37  $     0.08
                                                                               ----------  ----------  ----------
                                                                               ----------  ----------  ----------
  DILUTED
    Income before extraordinary item.........................................  $     0.25  $     0.47  $     0.08
    Extraordinary item.......................................................      --           (0.10)     --
                                                                               ----------  ----------  ----------
    Net income...............................................................  $     0.25  $     0.37  $     0.08
                                                                               ----------  ----------  ----------
                                                                               ----------  ----------  ----------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                       35
<PAGE>
             PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES
 
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
 
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                COMMON STOCK             COMMON STOCK
                                  CLASS A                  CLASS B          CAPITAL IN                                 CUMULATIVE
                          ------------------------  ----------------------   EXCESS OF    RETAINED       DEFERRED      TRANSLATION
                            SHARES       AMOUNT      SHARES      AMOUNT      PAR VALUE    EARNINGS     COMPENSATION    ADJUSTMENT
                          -----------  -----------  ---------  -----------  -----------  -----------  ---------------  -----------
<S>                       <C>          <C>          <C>        <C>          <C>          <C>          <C>              <C>
Balance at January 1,
  1995..................      80,000    $     800      --       $  --        $   7,568    $  --          ($    990)     $      81
Net Income                                                                                   20,727
Celebrity restricted
  stock options.........                                                           140
Employee restricted
  stock awards..........         100            1                                   99                         220
Currency translation
  adjustment............                                                                                                     (501)
                          -----------  -----------  ---------  -----------  -----------  -----------       -------     -----------
Balance at December 31,
  1995..................      80,100          801      --          --            7,807       20,727           (770)          (420)
Net Income                                                                                   37,659
Proceeds from public
  offering..............      11,609          116                              193,020
Shares issued for
  All-Star
  acquisition...........                               11,547         115
Shares issued for
  acquisition of
  minority interests....       1,709           17                               35,167
Conversion of redeemable
  warrants..............       2,555           26                               14,974
Celebrity restricted
  stock options and
  awards................                                                         1,727
Employee restricted
  stock awards..........                                                                                       245
Currency translation
  adjustment............                                                                                                      920
                          -----------  -----------  ---------  -----------  -----------  -----------       -------     -----------
Balance at December 29,
  1996..................      95,973          960      11,547         115      252,695       58,386           (525)           500
Net Income..............                                                                      8,258
Celebrity restricted
  stock options and
  awards................                                  218           3        5,959                      (3,800)
Proceeds from sale of
  stock.................       1,087           11                               19,555
Exercise of stock
  options...............         108            1                                1,163
Employee restricted
  stock awards..........                                                                                       200
Retirement of employee
  restricted stock......         (40)
Currency translation
  adjustment............                                                                                                   (4,940)
                          -----------  -----------  ---------  -----------  -----------  -----------       -------     -----------
Balance at December 28,
  1997..................      97,128    $     972      11,765   $     118    $ 279,372    $  66,644      $  (4,125)     ($  4,440)
                          -----------  -----------  ---------  -----------  -----------  -----------       -------     -----------
                          -----------  -----------  ---------  -----------  -----------  -----------       -------     -----------
 
<CAPTION>
 
                             TOTAL
                          STOCKHOLDERS
                             EQUITY
                          ------------
<S>                       <C>
Balance at January 1,
  1995..................   $    7,459
Net Income                     20,727
Celebrity restricted
  stock options.........          140
Employee restricted
  stock awards..........          320
Currency translation
  adjustment............         (501)
                          ------------
Balance at December 31,
  1995..................       28,145
Net Income                     37,659
Proceeds from public
  offering..............      193,136
Shares issued for
  All-Star
  acquisition...........          115
Shares issued for
  acquisition of
  minority interests....       35,184
Conversion of redeemable
  warrants..............       15,000
Celebrity restricted
  stock options and
  awards................        1,727
Employee restricted
  stock awards..........          245
Currency translation
  adjustment............          920
                          ------------
Balance at December 29,
  1996..................      312,131
Net Income..............        8,258
Celebrity restricted
  stock options and
  awards................        2,162
Proceeds from sale of
  stock.................       19,566
Exercise of stock
  options...............        1,164
Employee restricted
  stock awards..........          200
Retirement of employee
  restricted stock......
Currency translation
  adjustment............       (4,940)
                          ------------
Balance at December 28,
  1997..................   $  338,541
                          ------------
                          ------------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                       36
<PAGE>
             PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                FISCAL      FISCAL      FISCAL
                                                                                 1995        1996        1997
                                                                              ----------  ----------  -----------
<S>                                                                           <C>         <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income from operations................................................  $   20,727  $   48,080  $     8,258
  Adjustments to reconcile net income to net cash provided by operating
    activities:
    Depreciation............................................................       7,727      11,620       18,173
    Amortization............................................................      14,455      15,676       20,652
    Impairment of long-lived assets.........................................      --          --           48,699
    Amortization of discount on senior subordinated notes, debt issue costs
      and line of credit costs..............................................       1,563       1,167      --
    Amortization of celebrity restricted stock options and awards...........         140       1,268        2,864
    Gain on sale of subsidiary interests....................................        (611)     --          --
    Minority interests......................................................       3,728       1,037      --
    Equity in income of unconsolidated affiliates...........................        (848)     (4,308)      (6,900)
    Changes in assets and liabilities:
      Accounts receivable...................................................      (2,599)    (15,604)      (4,959)
      Inventories...........................................................       2,245      (7,747)     (22,008)
      Prepaid expenses and other assets.....................................      (1,188)     (1,778)      (3,604)
      Preopening costs......................................................     (15,498)    (13,916)     (18,782)
      Deferred income taxes.................................................     (10,706)      5,711      (10,125)
      Accounts payable and accrued expenses.................................       8,924       3,230        4,780
      Deferred rentals......................................................       3,441       3,827          469
      Deferred credits......................................................       2,000         100       (1,950)
      Other, net............................................................        (130)        467          199
                                                                              ----------  ----------  -----------
      Net cash provided by operating activities.............................      33,370      48,830       35,766
                                                                              ----------  ----------  -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to property and equipment.......................................     (80,291)    (81,675)    (124,526)
  Proceeds from sale of subsidiary interest.................................         900      --          --
  Proceeds from sale of transportation equipment............................       6,450       7,936      --
  Purchase of restaurant from franchisee....................................      --          --           (8,083)
  Purchase of minority interest.............................................        (250)     --          --
  Investment in affiliated entities.........................................      (2,408)       (131)     (22,721)
  Other.....................................................................      --          --           (1,115)
                                                                              ----------  ----------  -----------
      Net cash used in investing activities.................................     (75,599)    (73,870)    (156,445)
                                                                              ----------  ----------  -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Change in restricted cash and investments.................................       3,064         610      --
  Proceeds from issuance of senior subordinated notes.......................      60,000      --          --
  Distributions to minority interests.......................................      (3,209)       (271)     --
  Proceeds from issuance of common stock....................................      --         196,581       19,137
  Proceeds from exercise of options.........................................      --          --              891
  Proceeds from issuance of notes payable...................................       6,350       3,360       63,028
  Proceeds from notes and advances from stockholders........................      29,583      --          --
  IPO costs and financing costs capitalized.................................      --          (3,445)     --
  Deferred financing costs..................................................      (3,750)       (698)      (1,020)
  Repayment of stockholder notes payable....................................     (25,194)    (70,750)     --
  Repayment of notes payable................................................     (14,716)    (65,439)        (883)
                                                                              ----------  ----------  -----------
      Net cash provided by financing activities.............................      52,128      59,948       81,153
                                                                              ----------  ----------  -----------
EFFECT OF EXCHANGE RATE CHANGES ON CASH.....................................      --          --           (1,216)
                                                                              ----------  ----------  -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS........................       9,899      34,908      (40,742)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD............................       5,024      14,923       49,831
                                                                              ----------  ----------  -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD..................................  $   14,923  $   49,831  $     9,089
                                                                              ----------  ----------  -----------
                                                                              ----------  ----------  -----------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                       37
<PAGE>
             PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES
 
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
BASIS OF PRESENTATION
 
    The consolidated financial statements include the accounts of Planet
Hollywood International, Inc. ("PHI") and its wholly and majority owned
subsidiaries (collectively, the "Company"). All material intercompany
transactions and accounts have been eliminated in consolidation. The Company has
interests in various entities which are not majority owned or controlled. The
Company uses the equity method to account for these interests.
 
    The Company's fiscal year is the 52 or 53 weeks ending the Sunday closest to
December 31. The fiscal years ended December 31, 1995, December 29, 1996 and
December 28, 1997 are herein referred to as "fiscal 1995", "fiscal 1996" and
"fiscal 1997", respectively. All years presented herein are 52 week years.
 
DESCRIPTION OF BUSINESS
 
    The Company's primary business is to create and develop consumer brands. To
date, the Company has promoted its brands primarily through the operation of
distinctive entertainment-oriented theme restaurants and their associated
merchandise sales. The Company currently operates under the PLANET HOLLYWOOD and
OFFICIAL ALL STAR CAFE brands. Direct revenues in the accompanying financial
statements include sales of food, beverage and merchandise.
 
CASH AND CASH EQUIVALENTS
 
    Cash and cash equivalents are defined as highly liquid investments with
original maturities of three months or less and consist of amounts held as bank
deposits and certificates of deposit.
 
INVENTORIES
 
    Inventories, consisting primarily of merchandise, are valued at the lower of
cost (determined by the first-in, first-out method) or market.
 
PREOPENING COSTS
 
    The Company capitalizes costs relating to opening of units and amortizes
such costs over the twelve months following the opening date of the unit.
 
PROPERTY AND EQUIPMENT
 
    Property and equipment are stated at cost, less accumulated depreciation.
Depreciation is provided for by using the straight-line method over the
following useful lives:
 
<TABLE>
<CAPTION>
                                                                                            YEARS
                                                                                            -----
<S>                                                                                      <C>
Furniture and equipment................................................................        5-10
Memorabilia............................................................................          20
Leasehold improvements.................................................................        5-40
</TABLE>
 
                                       38
<PAGE>
             PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES
 
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    Expenditures for additions and improvements which extend the life of the
assets are capitalized. Expenditures for normal repairs and maintenance are
charged to expense as incurred. Depreciation of memorabilia commences when it is
placed in service upon its installation at a unit location.
 
GOODWILL
 
    The excess of purchase price over the fair value of assets acquired is
amortized on a straight-line basis over 20 years. Accumulated amortization of
goodwill at December 29, 1996 and December 28, 1997 was $1,028 and $2,393,
respectively.
 
DEBT ISSUANCE COSTS
 
    Costs related to the issuance of debt are capitalized and amortized to
interest expense using the effective interest method over the term of the
related debt.
 
MINORITY INTERESTS
 
    Minority interests represent third parties' equity in the earnings or losses
in the entities which are majority owned by the Company.
 
FOOD, BEVERAGE AND MERCHANDISE REVENUES
 
    Food, beverage and merchandise revenues are recognized as the products are
sold to customers.
 
FRANCHISE AND ROYALTY REVENUES
 
    Revenues from the sale of franchises are deferred until the Company fulfills
its obligations under the franchise agreement, which is generally upon the
opening of a franchise restaurant or merchandise shop. The franchise agreements
provide for continuing royalty fees based on a percentage of gross receipts.
 
ADVERTISING AND PROMOTIONAL COSTS
 
    All costs associated with advertising and promoting the Company's brands are
expensed in the period incurred. Advertising expense for fiscal 1995, 1996 and
1997 totaled $2,103, $2,753 and $6,309, respectively.
 
INCOME TAXES
 
    Deferred taxes are provided for the tax effects of the differences between
the carrying value of assets and liabilities for tax and financial reporting
purposes. These differences relate primarily to differences in depreciable lives
and amortization periods for property and equipment and preopening costs,
deferred rentals, the timing of franchise revenue recognition, net operating
losses, certain accrued expenses and reserves. Deferred tax assets and
liabilities represent the future tax consequence of those differences.
 
    No provision is made for United States income taxes applicable to
undistributed earnings of foreign subsidiaries or affiliates that are
indefinitely reinvested in the foreign operations.
 
                                       39
<PAGE>
             PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES
 
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
FOREIGN CURRENCY TRANSLATION
 
    Assets and liabilities of foreign operations are translated into United
States dollars at the year-end rate of exchange. Revenue and expense accounts
are translated at the average rate of exchange. Resulting translation
adjustments are included in the caption "Cumulative currency translation
adjustment" as a separate component of stockholders' equity. Gains and losses
from foreign currency transactions which are included in the consolidated
statements of operations were not material.
 
STOCK-BASED COMPENSATION
 
    The Company accounts for compensation costs related to employee stock
options and other forms of employee stock-based compensation plans in accordance
with the requirements of Accounting Principles Board Opinion 25 ("APB 25"). APB
25 requires compensation costs for stock-based compensation plans to be
recognized based on the difference, if any, between the fair market value of the
stock on the date of grant and the option exercise price. In October 1995, the
Financial Accounting Standards Board issued Statement of Financial Accounting
Standards No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION ("SFAS 123"). SFAS
123 established a fair value-based method of accounting for compensation costs
related to stock options and other forms of stock-based compensation plans.
However, SFAS 123 allows an entity to continue to measure compensation costs
using the principles of APB 25 if certain pro forma disclosures are made. The
Company adopted the provisions for pro forma disclosure requirements of SFAS
123.
 
    Options granted to celebrities and other non-employees are recorded at their
estimated fair value at the date of grant and the expense is recognized over the
periods benefitted, generally 5 years.
 
EARNINGS PER SHARE
 
    The Company adopted Statement of Financial Accounting Standards No. 128,
"Earnings Per Share" in the fourth quarter of 1997. As a result of this
adoption, the Company has restated all periods presented in these financial
statements to reflect "basic" and "diluted" earnings per share. Basic earnings
per share is computed by dividing net income by the weighted average number of
common shares outstanding for the period. Diluted earnings per share is computed
by dividing net income by the weighted average number of common shares
outstanding plus common stock equivalents related to stock options for each
period.
 
    A reconciliation of weighted average number of common shares to weighted
average number of common shares plus common stock equivalents is as follows:
 
<TABLE>
<CAPTION>
                                                                  1995       1996       1997
                                                                ---------  ---------  ---------
<S>                                                             <C>        <C>        <C>
Weighted average number of common shares......................     80,000    100,741    108,465
Stock options and awards......................................        399      1,849      1,340
Warrants......................................................      1,834     --         --
                                                                ---------  ---------  ---------
Weighted average number of common shares plus common stock
  equivalents.................................................     82,233    102,590    109,805
                                                                ---------  ---------  ---------
                                                                ---------  ---------  ---------
</TABLE>
 
    Options to purchase 3 million shares of common stock were not included in
the computation of diluted earnings per common share in fiscal 1997 because the
option exercise price was greater than the average market price of the common
stock.
 
                                       40
<PAGE>
             PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES
 
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
LEASES
 
    The Company has various noncancelable operating and capital lease
agreements, primarily unit sites. Unit leases are established using a base
amount and/or a percentage of sales. Certain of these leases provide for
escalating lease payments over the terms of the leases. For financial statement
purposes, the total amount of base rentals over the terms of the leases is
charged to expense on the straight-line method over the lease terms. Rental
expense in excess of lease payments is recorded as a deferred rental liability.
 
FAIR VALUE OF FINANCIAL INSTRUMENTS
 
    The carrying value of cash, cash equivalents, receivables and accounts
payable approximate the fair value because of the short maturity of these
instruments. The carrying value of notes payable approximate fair value as
interest rates vary with market interest rates.
 
USE OF ESTIMATES
 
    The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Estimates are used in the determination of allowances for
doubtful accounts, impairment of long-lived assets, depreciation and
amortization, and taxes, among others. Actual results could differ from those
estimates.
 
RECLASSIFICATIONS
 
    Certain reclassifications have been made in the prior years' consolidated
financial statements to conform with the fiscal 1997 presentation.
 
2. IMPAIRMENT OF LONG LIVED ASSETS
 
    Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of"
("SFAS 121"), was implemented by the Company in fiscal 1996. SFAS 121 states
that if the carrying value of an asset, including associated intangibles,
exceeds the sum of estimated undiscounted cash flows from the operation of the
asset, an impairment loss should be recognized for the difference between the
asset's estimated fair value and carrying value.
 
    As a result of operating losses incurred in fiscal 1997 and projected to
continue at certain restaurant units, the Company recorded a non-cash impairment
charge of $48.7 million related to a write-down of long-lived assets relating to
these non-performing domestic and foreign restaurant units. The Company
considers continued and projected operating losses or significant and long-term
changes in market conditions to be its primary indicators of potential
impairment. An impairment was recognized as the future undiscounted cash flows
for these units were estimated to be insufficient to recover the related
carrying value of the long-lived assets relating to the units. As a result, the
carrying values of these assets were written down to their estimated fair
values, based on the Company's estimates of future discounted cash flows.
 
                                       41
<PAGE>
             PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES
 
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
3. ACQUISITIONS AND DIVESTITURES
 
    In August 1995, the Company entered into an agreement whereby the Company
purchased a 57.9% interest in All Star Cafe, Inc. ("All Star") for $567 from the
Company's President, who is a stockholder of All Star, and the All Star Cafe
Trust (the "Trust"), a trust established for the benefit of the President's
children (collectively the "Sellers").
 
    The acquisition of the 57.9% interest in All Star was accounted for using
the purchase method of accounting and the purchase price was allocated to the
assets acquired and the liabilities assumed based on their fair values at the
date of acquisition. The excess of the purchase price over the fair value of the
net assets acquired of $738 was recorded as goodwill.
 
    In February 1996, the Company entered into an agreement to acquire the
remaining minority interests in All Star. Under the terms of the agreement, the
Company issued 11,545,706 shares of Class B non-voting stock in exchange for all
of the minority interests in All Star. Due to the high degree of common control
between the Company and All Star and the lack of an exchange of monetary
consideration, the acquisition was accounted for as a reorganization of entities
under common control. Accordingly, the bases of All Star's assets and
liabilities are carried at historical cost.
 
    The following unaudited pro forma information has been prepared assuming
that the acquisition of All Star took place at the beginning of fiscal 1995. The
unaudited pro forma financial information does not purport to be indicative of
the results of operations had the transaction been effected at the beginning of
fiscal 1995, nor to project results for any future period:
 
<TABLE>
<CAPTION>
                                                                                    FISCAL 1995
                                                                                    -----------
<S>                                                                                 <C>
Revenues..........................................................................   $ 270,606
Net income........................................................................      19,374
Basic earnings per share--net income..............................................         .21
Diluted earnings per share--net income............................................         .21
</TABLE>
 
    During 1996, the Company acquired the remaining minority interests in PH
London and the minority interests in the Company's subsidiaries that operate
Planet Hollywood units in Maui, Washington D.C. and New York. These acquisitions
were accounted for using the purchase method of accounting and the purchase
price was allocated to the assets purchased and the liabilities assumed based on
their fair values at the date of acquisition. The excess of the purchase price
over the fair value of the net assets acquired was $23,090 and has been recorded
as goodwill which is being amortized on a straight line basis over twenty years.
 
    The results of operations for All Star, PH London and the minority interests
in Maui, Washington D.C. and New York after their respective acquisition dates
are included in the consolidated statement of operations.
 
    The following unaudited pro forma information has been prepared assuming
that the acquisitions of the minority interests took place at the beginning of
fiscal 1995 and 1996, respectively. The unaudited pro forma financial
information does not purport to be indicative of the results of operations had
the
 
                                       42
<PAGE>
             PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES
 
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
3. ACQUISITIONS AND DIVESTITURES (CONTINUED)
transaction been effected at the beginning of fiscal 1995 and 1996, nor to
project results for any future period:
 
<TABLE>
<CAPTION>
                                                                       FISCAL 1995  FISCAL 1996
                                                                       -----------  -----------
<S>                                                                    <C>          <C>
Revenues.............................................................   $ 270,606    $ 373,364
Income before extraordinary item.....................................      22,671       48,500
Net income...........................................................      22,671       38,079
Basic earnings per share before extraordinary item...................         .28          .48
Basic earnings per share--net income.................................         .28          .38
Diluted earnings per share before extraordinary item.................         .27          .47
Diluted earnings per share--net income...............................         .27          .37
</TABLE>
 
    In January 1997, the Company acquired the net assets of a domestic franchise
unit for $8,000. The acquisition was accounted for using the purchase method of
accounting and the purchase price was allocated to the assets purchased and
liabilities assumed based on their fair values at the date of acquisition. The
excess of the purchase price over the fair value of the net assets acquired,
$5,835, was recorded as goodwill and is being amortized on a straight-line basis
over twenty years.
 
    In December 1994, the Company purchased the PLANET HOLLYWOOD Cancun unit
from a former franchisee (see Note 5) for $5,600. The purchase was funded by a
$4,600 bank loan. In July 1995, the Cancun unit was sold to an affiliated
company, ECE, S.A. de C.V. ("ECE") for net book value ($1,000) and the
assumption of the related bank loan (see Note 9).
 
    During 1995, the Company sold minority interests in a limited partnership
that operated one of its units. The gain on the sale is included in the caption
"Gain on sale of subsidiary interests" in the accompanying financial statements.
 
4. PROPERTY AND EQUIPMENT
 
    The components of property and equipment are as follows:
 
<TABLE>
<CAPTION>
                                                                                       DECEMBER 29,  DECEMBER 28,
                                                                                           1996          1997
                                                                                       ------------  ------------
<S>                                                                                    <C>           <C>
Leasehold improvements...............................................................   $  181,107    $  211,030
Furniture and equipment..............................................................       50,855        63,396
Memorabilia..........................................................................       26,244        33,274
Land.................................................................................       --             5,051
Capital lease facility...............................................................        3,900         3,900
Construction in progress.............................................................       11,854        43,965
                                                                                       ------------  ------------
                                                                                           273,960       360,616
Less--accumulated depreciation.......................................................      (23,852)      (37,667)
                                                                                       ------------  ------------
                                                                                        $  250,108    $  322,949
                                                                                       ------------  ------------
                                                                                       ------------  ------------
</TABLE>
 
                                       43
<PAGE>
             PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES
 
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
5. INVESTMENT IN UNCONSOLIDATED AFFILIATES
 
    The Company's investments in affiliated companies which are not majority
owned or controlled are accounted for using the equity method.
 
    In January 1995, the Company obtained a 50% equity interest in PH Asia,
which operates and franchises PLANET HOLLYWOOD and OFFICIAL ALL STAR units in
the Pacific Rim. The remaining interest in PH Asia is owned by an entity
controlled by a company in which a director of the Company is a major
stockholder.
 
    In July 1995, the Company acquired a 20% equity interest in ECE for $5,000.
ECE operates themed restaurant/retail units in Mexico (see Notes 3 and 9). At
the acquisition date, the Company's share of the underlying net assets of ECE
exceeded the investment by $2,900. The excess is being amortized over 20 years.
A director of the Company is also a principal stockholder of ECE. In January
1997, ECE issued 21,587,145 shares of common stock in an initial public offering
in Mexico. The Company purchased 4,317,429 shares for $6,050 in order to retain
its 20% equity interest in ECE.
 
    In September 1997, the Company entered into a venture to remodel and
renovate the Hotel Pennsylvania in New York City. During 1997, the Company
advanced the venture $9.6 million and estimates that total funding requirements
for its 20% equity investment in the venture will be $20 million. The renovated
hotel will be branded the OFFICIAL ALL STAR HOTEL, and the Company will receive
royalties for the use of its OFFICIAL ALL STAR HOTEL trademark.
 
    In December 1997, the Company entered into a venture to construct a
50-story, 560-room movie-themed hotel in New York City. During 1997, the Company
contributed $5.0 million to the venture and estimates that its total funding
requirements for its 20% equity investment in the venture will be $7.0 million.
In addition to participation in the hotel's profits through its equity interest
in the venture, the Company will receive a license fee for the use of the Planet
Hollywood name and logo. A PLANET HOLLYWOOD restaurant will be constructed in
the lobby of the hotel. The Company has entered into a $35 million LIBOR-based
leveraged lease for this facility. The lease has a base term of three years and
can be extended up to 21 years.
 
                                       44
<PAGE>
             PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES
 
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
5. INVESTMENT IN UNCONSOLIDATED AFFILIATES (CONTINUED)
    Condensed financial information for affiliated companies accounted for by
the equity method is as follows:
 
<TABLE>
<CAPTION>
                                                                     1996                              1997
                                                        -------------------------------  ---------------------------------
BALANCE SHEET DATA:                                      PH ASIA     OTHER      TOTAL     PH ASIA     OTHER       TOTAL
------------------------------------------------------  ---------  ---------  ---------  ---------  ----------  ----------
<S>                                                     <C>        <C>        <C>        <C>        <C>         <C>
Current assets........................................  $  15,537  $  13,884  $  29,421  $  17,370  $  206,142  $  223,512
Non-current assets....................................     24,363     32,427     56,790     24,578      89,767     114,345
                                                        ---------  ---------  ---------  ---------  ----------  ----------
Total assets..........................................  $  39,900  $  46,311  $  86,211  $  41,948  $  295,909  $  337,857
                                                        ---------  ---------  ---------  ---------  ----------  ----------
                                                        ---------  ---------  ---------  ---------  ----------  ----------
Current liabilities...................................  $   7,081  $  27,968  $  35,049  $   9,255  $   13,300  $   22,555
Other liabilities.....................................     31,349        319     31,668     25,219     139,804     165,023
Stockholders' equity..................................      1,470     18,024     19,494      7,474     142,805     150,279
                                                        ---------  ---------  ---------  ---------  ----------  ----------
Total liabilities and stockholders' equity............  $  39,900  $  46,311  $  86,211  $  41,948  $  295,909  $  337,857
                                                        ---------  ---------  ---------  ---------  ----------  ----------
                                                        ---------  ---------  ---------  ---------  ----------  ----------
</TABLE>
 
<TABLE>
<CAPTION>
                                          1995                             1996                              1997
                             -------------------------------  -------------------------------  --------------------------------
OPERATING DATA:               PH ASIA     OTHER      TOTAL     PH ASIA     OTHER      TOTAL     PH ASIA     OTHER      TOTAL
---------------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ----------
<S>                          <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
Revenues...................  $  14,771  $  17,330  $  32,101  $  27,993  $  55,126  $  83,119  $  43,332  $  72,606  $  115,938
Operating income...........        414      8,537      8,951      3,073     19,194     22,267      7,073     25,893      32,966
Net income.................        550      2,181      2,731      2,530      6,818      9,348      6,196     15,296      21,492
Company's interest in net
  income...................        100        748        848      1,200      3,108      4,308      3,250      3,650       6,900
</TABLE>
 
6. ACCRUED EXPENSES
 
    Accrued expenses are summarized as follows:
 
<TABLE>
<CAPTION>
                                                                   DECEMBER 29,  DECEMBER 28,
                                                                       1996          1997
                                                                   ------------  ------------
<S>                                                                <C>           <C>
Accrued taxes....................................................   $    4,658    $    1,820
Accrued rent.....................................................          878         3,318
Accrued payroll and related benefits.............................        3,304         3,776
Other............................................................        2,068         6,301
                                                                   ------------  ------------
                                                                    $   10,908    $   15,215
                                                                   ------------  ------------
                                                                   ------------  ------------
</TABLE>
 
                                       45
<PAGE>
             PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES
 
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
7. NOTES PAYABLE
 
    Notes payable are summarized as follows:
 
<TABLE>
<CAPTION>
                                                                   DECEMBER 29,   DECEMBER 28,
                                                                       1996           1997
                                                                   -------------  ------------
<S>                                                                <C>            <C>
Revolving line of credit.........................................    $  --         $   42,000
Term loan........................................................       --             20,000
Capital lease payable............................................        3,897          3,872
Other notes payable..............................................        4,378          5,883
                                                                        ------    ------------
                                                                         8,275         71,755
Less current portion.............................................         (746)        (1,264)
                                                                        ------    ------------
                                                                     $   7,529     $   70,491
                                                                        ------    ------------
                                                                        ------    ------------
</TABLE>
 
    In August 1995, the Company issued $60,000 10% Senior Subordinated Notes
(the "1995 Notes") due in 2000 with warrants to purchase Class A common stock
(see Note 8). In connection with the 1996 initial public offering of stock, the
Company repaid the 1995 Notes from a portion of the offering's proceeds. The
Company incurred a one-time extraordinary charge of $10.4 million, net of $5.9
million in taxes, as a result of the early extinguishment of the 1995 Notes.
 
    In September 1997, the Company replaced its existing $50 million credit
facility with a multi-currency, long-term credit facility with a consortium of
financial institutions. This facility consists of a $100 million revolving
credit facility and a $20 million term loan facility. The credit agreement
carries a commitment fee of .25% on the unused amount of the revolving credit
portion. Interest rates are variable, with either prime or LIBOR indexes. At
December 28, 1997, the Company's weighted average rate on outstanding borrowings
under the facility was 6.96%. The revolving credit facility matures in September
2000, while the term loan facility matures in 1999. During 1997, the Company
drew $42 million under the revolving credit facility. The credit facility also
provides for the Company to have up to $10 million in letters of credit. At
December 28, 1997, the Company had outstanding letters of credit totaling $5.8
million.
 
    Under the terms of the credit facility, the Company is required to meet
certain minimum quarterly net worth, interest coverage and various other
financial ratios. At December 28, 1997, the Company was in violation of one of
the financial covenants. In March 1998, the lenders modified the covenant and
the Company was in compliance with the revised covenants at December 28, 1997.
 
    In fiscal 1996, notes due to stockholders totaling $70,750 were repaid from
the proceeds of the initial public offering of stock.
 
    During fiscal 1995, the principal stockholders or their affiliates advanced
or guaranteed various loans and credit facilities to the Company totaling
$21,600. These borrowings were repaid with proceeds of the 1995 Notes. During
fiscal 1995 and 1996, approximately $7,705 and $2,202, respectively, was charged
to interest expense under these loans.
 
    During fiscal 1995, 1996 and 1997, approximately $12,661, $6,093 and $2,555,
respectively, was charged to interest expense and approximately $834, $1,098 and
$2,555 in fiscal 1995, 1996 and 1997, respectively, of interest was capitalized.
 
                                       46
<PAGE>
             PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES
 
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
7. NOTES PAYABLE (CONTINUED)
    Aggregate principal amounts maturing in each of the five fiscal years
subsequent to fiscal 1997 and thereafter are summarized as follows:
 
<TABLE>
<CAPTION>
FISCAL
-----------------------------------------------------------------------------------
<S>                                                                                  <C>
1998...............................................................................  $   1,264
1999...............................................................................     20,486
2000...............................................................................     42,490
2001...............................................................................        530
2002...............................................................................        575
Thereafter.........................................................................      6,410
                                                                                     ---------
                                                                                     $  71,755
                                                                                     ---------
                                                                                     ---------
</TABLE>
 
8. STOCKHOLDERS' EQUITY AND REDEEMABLE WARRANTS
 
STOCKHOLDERS' EQUITY
 
    On January 1, 1995, the Company issued 1,333,333 shares of Class A common
stock to certain employees, including 466,666 shares issued under a
participation agreement with an employee dated January 1, 1994. The shares are
restricted and cannot be transferred or sold unless the Company waives its right
of first refusal to purchase any shares. The shares are subject to forfeiture by
the employee in the event the employee is no longer employed by the Company. The
forfeiture restriction lapses generally over a five year period. The shares were
valued at their estimated market value totaling $1,100. Compensation expense is
recognized over the vesting period. Deferred compensation expense has been
reflected as a reduction of stockholders' equity.
 
    In April 1996, the Company completed an initial public offering of
12,406,452 shares of common stock at an offering price of $18.00 per share,
including 1,618,233 shares from the exercise of the Underwriters' over allotment
option. The Company received net proceeds of approximately $193.1 million.
 
    In April 1997, the Company issued 1,087,000 shares of Class A Common Stock
to an investor in conjunction with the consummation of a franchise agreement
with the investor. Approximately $19.6 million was received for the shares
issued (Note 9).
 
    In January 1997, the Company issued 218,438 shares of restricted Class B
Common Stock to certain celebrities. The restrictions lapse over a period of
years, generally three to four years. The shares were valued at their estimated
market value totaling $4.0 million. Compensation expense is recognized ratably
over the period benefitted. Deferred compensation expense has been reflected as
a reduction of stockholders equity.
 
REDEEMABLE WARRANTS
 
    In connection with the issuance of the 1995 Notes (see Note 7), the Company
issued warrants to purchase up to 5,112,765 shares of common stock at an
exercise price of $0.01 per share. The proceeds of the offering were allocated
between the 1995 Notes and warrants based upon their fair values at the date of
issuance. The number of shares which may be purchased upon exercise of the
warrants were subject to increase or decrease by up to 50% based upon the total
rate of return to the holders upon repayment of
 
                                       47
<PAGE>
             PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES
 
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
8. STOCKHOLDERS' EQUITY AND REDEEMABLE WARRANTS (CONTINUED)
the 1995 Notes, including the fair value of the warrants at the date they become
exercisable or are deemed exercised. The warrants became exercisable upon the
repayment of the 1995 Notes. The number of warrants which may be exercised were
reduced by 50% to 2,556,383 based upon the total rate of return to the holders
at the date of repayment of the 1995 Notes. In connection with the initial
public offering of stock in fiscal 1996, warrants to purchase 788,219 shares
were exercised. In 1996, the Company registered the shares issued upon the
exercise of the remaining warrants.
 
STOCK OPTIONS
 
    During 1995, the Board of Directors adopted the 1995 Stock Option Award and
Incentive Plan ("1995 Stock Plan"). The 1995 Stock Plan calls for up to
4,000,000 shares of Class A common stock to be available for issuance upon the
exercise of options and stock appreciation rights. In October 1996, the 1995
Stock Plan was amended to provide for 5,000,000 shares of Class A common stock
to be available. In May 1997, the 1995 Stock Plan was amended to provide for
6,000,000 shares of Class A common stock to be available. Under the 1995 Stock
Plan, options and/or stock appreciation rights may be granted to officers and
employees of the Company, and certain of the Company's independent contractors,
to purchase Class A common stock. During fiscal 1995, 1996 and 1997, options to
purchase 1,130,733, 3,051,161 and 839,800 shares, respectively, of Class A
common stock were granted under the 1995 Stock Plan at the estimated fair market
value at the date of grant. These options vest and are exercisable over a period
of four years and expire five years from the date of grant.
 
    During 1995, the Board of Directors adopted the 1995 Celebrity Stock Option
Award and Incentive Plan ("1995 Celebrity Plan"). The 1995 Celebrity Plan calls
for up to 4,000,000 shares of the Class A common stock to be available for
issuance upon the exercise of options and stock appreciation rights. In October
1996, the 1995 Celebrity Plan was amended to provide for 6,000,000 shares of
Class A Common Stock to be available. During fiscal 1995, 1996, and 1997,
options to purchase 2,250,000, 1,895,000, and 180,000 shares, respectively, of
Class A common stock were granted under the 1995 Celebrity Plan at the estimated
fair market value at the date of grant. These options vest and are exercisable
over a period of four years and expire five years from the date of grant. During
fiscal 1995, 1996, and 1997, approximately $140, $1,268, and $2,081,
respectively, was charged to expense relating to the grants.
 
                                       48
<PAGE>
             PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES
 
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
8. STOCKHOLDERS' EQUITY AND REDEEMABLE WARRANTS (CONTINUED)
 
<TABLE>
<CAPTION>
                                                                   STOCK PLAN               CELEBRITY PLAN
                                                            -------------------------  -------------------------
                                                              NUMBER    WEIGHTED AVG.    NUMBER    WEIGHTED AVG.
                                                            OF SHARES   OPTION PRICE   OF SHARES   OPTION PRICE
                                                            ----------  -------------  ----------  -------------
<S>                                                         <C>         <C>            <C>         <C>
Granted during 1995 and outstanding at December 31,
  1995,...................................................   1,130,733    $    7.88     2,250,000    $    7.88
Exercisable at December 31, 1995,.........................      --                         --
Available for grant at December 31, 1995..................   2,869,267                  1,750,000
Granted during 1996.......................................   3,051,161        18.70     1,895,000        17.65
Canceled..................................................    (440,579)       11.08       (50,000)        7.88
Outstanding at December 29, 1996,.........................   3,741,315        16.34     4,095,000        12.40
Exercisable at December 29, 1996,.........................      --                         --
Available for grant at December 29, 1996..................   1,258,685                  1,905,000
Granted during 1997.......................................     839,800        18.11       180,000        16.28
Canceled..................................................    (649,343)       17.00      (796,334)       17.64
Exercised.................................................     (77,297)        8.40       (30,666)        7.88
Outstanding at December 28, 1997,.........................   3,854,475        16.76     3,448,000        10.55
Exercisable at December 28, 1997,.........................     237,801                  1,082,655
Available for grant at December 28, 1997..................   2,068,228                  2,552,000
</TABLE>
 
    The following tables summarize the stock options outstanding at December 28,
1997:
<TABLE>
<CAPTION>
   EMPLOYEES:                                           WEIGHTED
    RANGE OF           NUMBER        WEIGHTED-AVERAGE    AVERAGE
    EXERCISE       OUTSTANDING AT       REMAINING       EXERCISE
     PRICES       DECEMBER 28, 1997  CONTRACTUAL LIFE     PRICE
----------------  -----------------  ----------------  -----------
<C>               <C>                <S>               <C>
 $         7.88          662,289           3 Years      $    7.88
   14.00--18.63          873,086           4 Years          17.03
          19.00        2,095,100           4 Years          19.00
   20.00--21.63          224,000           4 Years          21.05
 
<CAPTION>
 
  CELEBRITIES:                                          WEIGHTED
    RANGE OF           NUMBER        WEIGHTED-AVERAGE    AVERAGE
    EXERCISE       OUTSTANDING AT       REMAINING       EXERCISE
     PRICES       DECEMBER 28, 1997  CONTRACTUAL LIFE     PRICE
----------------  -----------------  ----------------  -----------
<C>               <C>                <S>               <C>
 $         7.88        2,169,334           3 Years      $    7.88
   14.00--15.00        1,138,666           3 Years          14.42
   19.00--24.00          140,000           4 Years          20.50
</TABLE>
 
    The Company has adopted the disclosure-only provisions of SFAS 123.
Accordingly, no compensation expense has been recognized for the 1995 Stock
Plan. Had compensation cost for the 1995 Stock Plan been determined based on the
fair value at the date of grant for awards in 1995 and 1996 consistent with the
provisions of SFAS 123, the Company's net income and earnings per share would
approximate the following pro forma amounts:
 
                                       49
<PAGE>
             PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES
 
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
8. STOCKHOLDERS' EQUITY AND REDEEMABLE WARRANTS (CONTINUED)
 
<TABLE>
<CAPTION>
                                                                                     FISCAL     FISCAL     FISCAL
                                                                                      1995       1996       1997
                                                                                    ---------  ---------  ---------
<S>                                                                                 <C>        <C>        <C>
Net income--as reported...........................................................  $  20,727  $  37,659  $   8,258
Net income--pro forma.............................................................     20,723     36,987      4,852
Basic earnings per share--as reported.............................................        .26        .37        .08
Basic earnings per share--pro forma...............................................        .26        .37        .04
Diluted earnings per share--as reported...........................................        .25        .37        .08
Diluted earnings per share--pro forma.............................................        .25        .36        .04
</TABLE>
 
    The fair value of each option is estimated on the date of grant using the
Black Scholes option pricing model with the following weighted-average
assumptions for grants in 1995, 1996 and 1997: no dividend yield for all three
years; expected volatility of 33% in 1995 and 1996, 40% in 1997; risk free rates
of 5.95% in 1995 and 1996, 5.70% in 1997; and expected lives of 4 years for all
periods presented. The weighted-average fair value of options granted during
each year was $1.63, $6.83, and $6.32 for fiscal 1995, 1996 and 1997,
respectively.
 
9. FRANCHISE REVENUES
 
    The Company has an agreement with PH Asia, whereby PH Asia was granted the
right to license the PLANET HOLLYWOOD name and rights within a number of
countries, primarily in the Pacific Rim. In 1996, PH Asia opened or franchised
four units, and the Company received the initial franchise fee revenue for three
of the units. In 1997, PH Asia opened or franchised eight units, and the Company
received the initial franchise fee revenue for five of the units.
 
    During 1995, the Company entered into a franchise agreement with ECE, an
affiliated company (see Note 5), which allows ECE to develop and operate up to
five PLANET HOLLYWOOD units and up to ten OFFICIAL ALL STAR CAFE units in
Mexico. Upon Company approval, ECE may open an additional five PLANET HOLLYWOOD
units. In 1996, ECE opened 5 units. No units were opened in 1997. ECE pays
continuing royalty fees as defined in the agreement.
 
    In December 1995, the Company terminated the site franchise agreement of an
existing franchisee and purchased the franchise rights to four undeveloped
locations. The Company assumed certain liabilities and lease obligations
relating to the four undeveloped locations. In consideration for the franchise
rights, the Company will pay the seller an amount equal to a multiple of each
unit's first year profits less the costs to develop and open the site, as
defined. The franchisee forfeited the nonrefundable initial franchise fees of
$2,000 each for four sites. Unearned franchise fees are included in deferred
credits and any consideration paid for the sites will be offset against each
site's related unearned franchise fee. In fiscal 1997, the Company recognized
the deferred credit for two of the sites.
 
    In March 1997, the Company entered into a franchise agreement which provides
for the development of up to 34 Planet Hollywood restaurant-merchandise units in
23 countries throughout the Middle East and Europe. The franchise agreement
provided for and the investor made a payment to the Company of $8.0 million for
six sites. Additional franchise fees may be payable to the Company under the
terms of the franchise agreement for the additional sites. In connection with
the agreement, the investor purchased 1% of the Company's total common stock
outstanding directly from the Company for approximately $19.6 million.
 
                                       50
<PAGE>
             PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES
 
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
9. FRANCHISE REVENUES (CONTINUED)
    The number of franchised units opened in fiscal 1995, 1996 and 1997 were 6,
21 and 34, respectively.
 
10. INCOME TAXES
 
    The sources of income before income taxes are presented as follows:
 
<TABLE>
<CAPTION>
                                                                                    FISCAL     FISCAL     FISCAL
                                                                                     1995       1996       1997
                                                                                   ---------  ---------  ---------
<S>                                                                                <C>        <C>        <C>
United States....................................................................  $  18,977  $  47,370  $  15,529
Foreign..........................................................................      2,625     28,346     (2,317)
                                                                                   ---------  ---------  ---------
Income before taxes..............................................................  $  21,602  $  75,716  $  13,212
                                                                                   ---------  ---------  ---------
                                                                                   ---------  ---------  ---------
</TABLE>
 
    The income tax provision (benefit) consists of the following:
 
<TABLE>
<CAPTION>
                                                                                   FISCAL     FISCAL      FISCAL
                                                                                    1995       1996        1997
                                                                                  ---------  ---------  ----------
<S>                                                                               <C>        <C>        <C>
Current:
  Federal.......................................................................  $   5,949  $  12,616  $    9,927
  State and local...............................................................      1,857      1,472       1,777
  Foreign.......................................................................      1,592      3,168       3,375
                                                                                  ---------  ---------  ----------
                                                                                      9,398     17,256      15,079
                                                                                  ---------  ---------  ----------
Deferred:
  Federal.......................................................................     (7,586)     2,941      (7,499)
  State and local...............................................................       (937)     1,448        (337)
  Foreign.......................................................................     --         --          (2,289)
                                                                                  ---------  ---------  ----------
                                                                                     (8,523)     4,389     (10,125)
                                                                                  ---------  ---------  ----------
                                                                                  $     875  $  21,645  $    4,954
                                                                                  ---------  ---------  ----------
                                                                                  ---------  ---------  ----------
</TABLE>
 
    In 1997, the Company recognized $783 of benefits for deductions from the
exercise of employee stock options and the vesting of certain celebrity
restricted stock awards. The benefits were recorded directly to capital in
excess of par value and are not reflected in the provision for income taxes.
 
    Income tax expense included in the financial statements is as follows:
 
<TABLE>
<CAPTION>
                                                                                         FISCAL      FISCAL     FISCAL
                                                                                          1995        1996       1997
                                                                                       -----------  ---------  ---------
<S>                                                                                    <C>          <C>        <C>
Continuing operations................................................................   $     875   $  27,636  $   4,954
Extraordinary item...................................................................      --          (5,991)    --
                                                                                            -----   ---------  ---------
                                                                                        $     875   $  21,645  $   4,954
                                                                                            -----   ---------  ---------
                                                                                            -----   ---------  ---------
</TABLE>
 
    Deferred income taxes were recorded to reflect the tax effects of temporary
differences between the carrying amount of assets and liabilities for financial
reporting purposes and the amounts for income tax purposes for December 31,
1995, December 29, 1996 and December 28, 1997.
 
                                       51
<PAGE>
             PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES
 
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
10. INCOME TAXES (CONTINUED)
    Temporary differences and carryforwards which give rise to deferred tax
assets and liabilities are as follows:
 
<TABLE>
<CAPTION>
                                                                                       DECEMBER 29,  DECEMBER 28,
                                                                                           1996          1997
                                                                                       ------------  ------------
<S>                                                                                    <C>           <C>
Deferred tax assets:
Preopening costs.....................................................................   $    6,483    $    4,712
Deferred credits.....................................................................        6,584         6,104
Accrued expenses & reserves..........................................................          588         5,177
Deferred rental expense..............................................................        3,977         4,157
Net operating loss carryforwards.....................................................        1,034         4,884
Tax credit carryforwards.............................................................          269         1,047
Other................................................................................          410           809
                                                                                       ------------  ------------
                                                                                            19,345        26,890
Valuation allowance..................................................................       --            (1,925)
                                                                                       ------------  ------------
                                                                                            19,345        24,965
                                                                                       ------------  ------------
Deferred tax liabilities:
Depreciation and amortization........................................................      (12,893)       (8,473)
Deferred compensation................................................................         (104)       --
Other................................................................................          (31)          (50)
                                                                                       ------------  ------------
                                                                                           (13,028)       (8,523)
                                                                                       ------------  ------------
Net deferred tax asset...............................................................   $    6,317    $   16,442
                                                                                       ------------  ------------
                                                                                       ------------  ------------
</TABLE>
 
    The valuation allowance for the deferred tax asset as of January 1, 1995 was
$8,478. The allowance was decreased in fiscal 1995 due to the taxable income
generated by the Company in fiscal 1995 and the expectation of sufficient
taxable income in the future to utilize the deductible temporary differences and
carryforwards. A valuation allowance of $1,925 was established during fiscal
1997 for the deferred tax assets relating to foreign operations. Deferred tax
assets are required to be reduced by a valuation allowance if it is more likely
than not that some portion or all of the deferred tax asset will not be
realized.
 
                                       52
<PAGE>
             PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES
 
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
10. INCOME TAXES (CONTINUED)
    Reconciliation of the federal statutory tax rate and the effective tax rate
is as follows:
 
<TABLE>
<CAPTION>
                                                                                             FISCAL      FISCAL       FISCAL
                                                                                              1995        1996         1997
                                                                                            ---------  -----------  -----------
<S>                                                                                         <C>        <C>          <C>
Federal statutory tax rate................................................................       35.0%       35.0%        35.0%
Nondeductible expenses....................................................................        2.2         0.6          1.9
Tax benefit of foreign operations.........................................................       (1.3)       (1.8)        (1.5)
State and local income taxes, net of federal tax benefit..................................        5.7         3.2          7.1
Utilization of tax loss carryforward......................................................       (1.4)     --           --
Valuation allowance.......................................................................      (35.4)     --           --
Tax credits...............................................................................       (2.4)       (1.2)        (6.5)
Other.....................................................................................        1.7         0.7          1.5
                                                                                            ---------         ---          ---
Effective tax rate........................................................................        4.1%       36.5%        37.5%
                                                                                            ---------         ---          ---
                                                                                            ---------         ---          ---
</TABLE>
 
    The amount of domestic net operating loss carryforwards generated by certain
subsidiaries prior to their acquisition was $4,288 with expiration dates through
the fiscal year 2011. The use of pre-acquisition operating loss carryforwards is
subject to limitations imposed by the Internal Revenue Code. The Company does
not anticipate that these limitations will affect utilization of the
carryforwards prior to their expiration.
 
    The amount of foreign net operating loss carryforwards at December 28, 1997
was $8,220, of which $5,674 has no expiration date and $2,546 expires between
2002 and 2007.
 
    Provision has not been made for United States or foreign taxes on the
undistributed earnings of foreign affiliates, as those earnings are considered
to be permanently invested. It is not practicable to estimate the amount of the
tax on such earnings. Such earnings would become taxable upon the sale or
liquidation of the investment in these foreign affiliates or upon the remittance
of dividends. Upon remittance, certain foreign countries impose withholding
taxes that are then available, subject to certain limitations, for use as
credits against the Company's United States tax liability.
 
                                       53
<PAGE>
             PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES
 
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
11. COMMITMENTS AND CONTINGENCIES
 
LEASES
 
    Future minimum lease payments under the terms of operating and capital lease
agreements at December 28, 1997 are as follows:
 
<TABLE>
<CAPTION>
                                                                                             OPERATING    CAPITAL
                                                                                             ----------  ---------
<S>                                                                                          <C>         <C>
1998.......................................................................................  $   36,915  $     400
1999.......................................................................................      37,636        400
2000.......................................................................................      38,003        400
2001.......................................................................................      38,190        400
2002.......................................................................................      38,144        400
Thereafter.................................................................................     654,512      9,400
                                                                                             ----------  ---------
    Total..................................................................................  $  843,400     11,400
                                                                                             ----------
                                                                                             ----------
Less: amount representing interest.........................................................                 (7,523)
                                                                                                         ---------
Present value of net minimum lease payments................................................              $   3,877
                                                                                                         ---------
                                                                                                         ---------
</TABLE>
 
    Rent expense approximated $23,900, $34,540 and $44,607 for fiscal 1995, 1996
and 1997, respectively. Included in fiscal 1995, 1996 and 1997 rent expense is
approximately $7,300, $8,600 and $8,620, respectively, of contingent rental
payments.
 
OTHER
 
    In connection with the construction and development of future restaurants
and corporate headquarters, the Company has entered into various construction
contracts. As of December 28, 1997, these outstanding contract commitments
totaled approximately $20,473.
 
    In July 1997, the Company entered into a venture with AMC Entertainment,
Inc. ("AMC") to develop, own and operate "Planet Movies By AMC", an integrated
moviegoing, dining and retail concept worldwide. The Company anticipates funding
$30 million to the joint venture in fiscal 1998 for the purpose of developing
and operating "Planet Movies By AMC" complexes throughout the world.
 
    In fiscal 1997, the Company and Aladdin Gaming, LLC announced their intent
to form a venture to develop, own and operate a 1,000 room hotel and 50,000
square foot casino in Las Vegas, Nevada. Each partner will be required to
contribute initial equity of approximately $41 million. The Company will
initially contribute cash for its ownership interest and receive ongoing
licensing and marketing fees.
 
LITIGATION
 
    The Company is a defendant in certain lawsuits for which counsel has been
retained. In the opinion of management, the ultimate outcome of these matters
will not have a material adverse effect upon the financial condition, results of
operations, or cash flows of the Company.
 
                                       54
<PAGE>
             PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES
 
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
12. RELATED PARTY TRANSACTIONS
 
    In December 1994, the Company transferred ownership of an aircraft to a
company owned by two of the Company's stockholders. The transportation equipment
was leased to the Company on a month-to-month basis, and the debt assumed by the
stockholders was guaranteed by the Company. The results of operations for this
company are included in the Company's consolidated results until June 1995, when
the Company repurchased the aircraft at its book value. No gain or loss was
recognized on the transactions.
 
    Through fiscal 1995, certain of the Company's officers and employees were
employed by a service company owned by the Company's president and stockholder.
The service company's expenses were allocated to the Company and other entities
based upon the employees' time spent on each entity. During fiscal 1995, the
Company was allocated $890. During fiscal 1996 and fiscal 1997, the Company paid
officers' and employees' salaries directly.
 
    A company that is controlled by a director and stockholder of the Company
bought the franchise rights to develop one PLANET HOLLYWOOD unit in 1995 and two
units in 1997 for $5,250. The franchise fees were recognized by the Company in
1997.
 
    In fiscal 1997, the Company paid approximately $1 million in investment
banking fees for services rendered by a firm in which a director of the Company
is also a member of that firm's board of directors.
 
13. OTHER FINANCIAL DATA
 
GEOGRAPHIC SEGMENT DATA
 
    Condensed financial information, summarized by geographic area, is as
follows:
 
<TABLE>
<CAPTION>
                                                                     UNITED                  OTHER
                                                                     STATES      EUROPE    AREAS(1)   CORPORATE(2)    TOTAL
                                                                   ----------  ----------  ---------  ------------  ----------
<S>                                                     <C>        <C>         <C>         <C>        <C>           <C>
Revenues..............................................       1997  $  355,641  $  103,083  $  16,401   $   --       $  475,125
                                                             1996     305,221      67,824        319       --          373,364
                                                             1995     228,833      36,150      5,623       --          270,606
Operating income (loss)...............................       1997      11,273      (6,834)       546        6,900       11,885
                                                             1996      71,282       3,972         65        4,308       79,627
                                                             1995      27,828       5,284      1,988          848       35,948
Identifiable assets...................................       1997     362,363      85,411     10,392       47,393      505,559
                                                             1996     297,470      41,241      2,704       59,845      401,260
                                                             1995     185,058      34,020     --           21,107      240,185
</TABLE>
 
------------------------
 
(1) Includes Mexico and Canada
 
(2) Corporate assets include cash and cash equivalents and investment in
    unconsolidated affiliates. Corporate operating income includes equity in
    earnings in unconsolidated affiliates.
 
                                       55
<PAGE>
             PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES
 
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
13. OTHER FINANCIAL DATA (CONTINUED)
DIRECT REVENUES AND COST OF SALES
 
    Direct revenues and cost of sales are summarized as follows:
 
<TABLE>
<CAPTION>
                                                                                 FISCAL      FISCAL      FISCAL
                                                                                  1995        1996        1997
                                                                               ----------  ----------  ----------
<S>                                                                            <C>         <C>         <C>
Direct revenues:
  Food and beverage..........................................................  $  160,997  $  222,481  $  273,345
  Merchandise................................................................     104,051     124,955     173,965
                                                                               ----------  ----------  ----------
                                                                               $  265,048  $  347,436  $  447,310
                                                                               ----------  ----------  ----------
                                                                               ----------  ----------  ----------
Cost of sales:
  Food and beverage..........................................................  $   38,537  $   50,190  $   61,930
  Merchandise................................................................      37,925      43,236      62,878
                                                                               ----------  ----------  ----------
                                                                               $   76,462  $   93,426  $  124,808
                                                                               ----------  ----------  ----------
                                                                               ----------  ----------  ----------
</TABLE>
 
14. SUPPLEMENTAL CASH FLOW INFORMATION
 
<TABLE>
<CAPTION>
                                                                                     FISCAL     FISCAL     FISCAL
                                                                                      1995       1996       1997
                                                                                    ---------  ---------  ---------
<S>                                                                                 <C>        <C>        <C>
SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING AND INVESTING ACTIVITIES:
  Issuance of common stock for the purchase of minority interests.................  $  --      $  35,185  $  --
  Additions to property and equipment, construction in process and other assets
    included in accounts payable and accrued expenses.............................      3,821     12,538      9,459
  Capital lease...................................................................     --          3,900     --
  Sale of franchise in exchange for equity interest in unconsolidated affiliate...        661     --         --
  Transfer of deposit to minority interest contributions..........................        500     --         --
  Purchase of franchise for assumption of franchisee liabilities..................     --          3,181     --
  Receivable exchanged for stock in an affiliate..................................     --         --            770
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid for interest, net of amount capitalized...............................      7,605     10,132     --
  Cash paid for income taxes......................................................      7,518     13,398     14,848
</TABLE>
 
                                       56
<PAGE>
             PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES
 
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
15. QUARTERLY DATA (UNAUDITED)
 
    Summarized quarterly data for 1996 and 1997 are as follows:
 
<TABLE>
<CAPTION>
                                                                     FISCAL 1996--QUARTERS ENDED
                                                       -------------------------------------------------------
                                                        MAR. 31    JUNE 30    SEP. 29     DEC. 29     TOTAL
                                                       ---------  ---------  ----------  ---------  ----------
<S>                                                    <C>        <C>        <C>         <C>        <C>
Revenues.............................................  $  77,025  $  85,366  $  111,840  $  99,133  $  373,364
Income from operations...............................      9,323     17,422      28,213     20,361      75,319
Income before provision for income taxes.............      5,276     17,546      30,598     22,296      75,716
Income before extraordinary item.....................      3,350     11,142      19,430     14,158      48,080
Net income...........................................      3,350        721      19,430     14,158      37,659
Basic EPS--income before extraordinary item..........  $    0.04  $    0.11  $     0.18  $    0.13  $     0.47
Diluted EPS--income before extraordinary item........  $    0.04  $    0.11  $     0.18  $    0.13  $     0.47
Basic EPS--net income................................  $    0.04  $    0.01  $     0.18  $    0.13  $     0.37
Diluted EPS--net income..............................  $    0.04  $    0.01  $     0.18  $    0.13  $     0.37
</TABLE>
 
<TABLE>
<CAPTION>
                                                                      FISCAL 1997--QUARTERS ENDED
                                                       ----------------------------------------------------------
                                                        MAR. 30     JUNE 29     SEP. 28     DEC. 28      TOTAL
                                                       ----------  ----------  ----------  ----------  ----------
<S>                                                    <C>         <C>         <C>         <C>         <C>
Revenues.............................................  $  101,647  $  121,892  $  149,598  $  101,988  $  475,125
Income from operations...............................      13,296      23,150      39,111     (70,572)      4,985
Income before provision for income taxes.............      16,858      26,059      40,167     (69,872)     13,212
Net income...........................................      10,536      16,287      25,245     (43,810)      8,258
Basic EPS--net income................................  $     0.10  $     0.15  $     0.23  ($    0.40) $     0.08
Diluted EPS--net income..............................  $     0.10  $     0.15  $     0.23  ($    0.40) $     0.08
</TABLE>
 
    In the fourth quarter of fiscal 1997, the Company recorded a pre-tax charge
of $71.2 million ($44.5 million after tax). The charge was primarily related to
the writedown of impaired assets ($48.7 million); the writeoff of accounts
receivable due to the Company's change in business strategy and the financial
uncertainties of certain franchisees ($13.5 million); and other costs associated
with the Company's change in business strategy ($9.0 million).
 
                                       57
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 
    None
 
PART III
 
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 
    As provided in General Instruction G(3), the information contained in the
Company's definitive proxy statement to be filed pursuant to SEC Regulation 14A
with respect to the upcoming Annual Meeting of Stockholders to be held on May
22, 1998, is incorporated herein by reference.
 
ITEM 11. EXECUTIVE COMPENSATION
 
    As provided in General Instruction G(3), the information contained in the
Company's definitive proxy statement to be filed pursuant to SEC Regulation 14A
with respect to the upcoming Annual Meeting of Stockholders to be held on May
22, 1998, is incorporated herein by reference.
 
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
    As provided in General Instruction G(3), the information contained in the
Company's definitive proxy statement to be filed pursuant to SEC Regulation 14A
with respect to the upcoming Annual Meeting of Stockholders to be held on May
22, 1998, is incorporated herein by reference.
 
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
    As provided in General Instruction G(3), the information contained in the
Company's definitive proxy statement to be filed pursuant to SEC Regulation 14A
with respect to the upcoming Annual Meeting of Stockholders to be held on May
22, 1998, is incorporated herein by reference.
 
PART IV
 
ITEM 14. EXHIBITS, FINANCIAL SCHEDULES, AND REPORTS ON FORM 8-K
 
    The following documents are filed as part of this report:
 
(A) 1. FINANCIAL STATEMENTS
 
    Report of Independent Accountants
 
    Consolidated Balance Sheets at December 29, 1996
      and December 28, 1997
    Consolidated Statements of Operations for the three years ended December 28,
    1997
    Consolidated Statements of Changes in Stockholders' Equity for the three
    years ended
      December 28, 1997
    Consolidated Statements of Cash Flows for the three years ended December 28,
    1997
    Notes to the Consolidated Financial Statements
 
2. FINANCIAL STATEMENT SCHEDULES
 
    For the year ended December 28, 1997
        II--Valuation and Qualifying Accounts
 
    All other schedules are omitted because they are not applicable or the
required information is shown in the consolidated financial statements or notes
thereto.
 
                                       58
<PAGE>
    Financial statements of two 50% owned companies have been omitted because
the registrant's proportionate share of the income from continuing operations
before income taxes is less than 20% of the respective consolidated amount, and
the investment in and advances to each company is less than 20% of consolidated
total assets.
 
3. EXHIBITS
 
<TABLE>
<CAPTION>
 EXHIBIT
 NUMBER    DESCRIPTION
---------  ---------------------------------------------------------------------------------------------------------
<C>        <S>
 
    3.1*   Restated Certificate of Incorporation of the Registrant
 
    3.2*   First Amended and Restated Bylaws of the Registrant
 
    4.1*   Form of Warrant
 
    4.2*   Revolving Credit Agreement dated as of January 29, 1996 among the Registrant and SunTrust Bank
 
    4.3    Revolving Credit and Term Loan Agreement dated as of September 18, 1997 among the Registrant, SunTrust
           Bank and certain other banks
 
    4.4    First Amendment to Revolving Credit and Term Loan Agreement dated as of October 1, 1997 among the
           Registrant, SunTrust Bank and certain other banks
 
   10.1*   Form of Master Franchise Agreement
 
   10.2*   Form of Memorabilia Lease
 
   10.3*   Form of License Agreement
 
   10.4*   Asset Purchase Agreement dated November 8, 1995 between the Registrant and America Europe Asia
           International Trade and Management Consultants, Ltd.
 
   10.5*   Ground Lease Agreement between Lake Buena Vista Communications, Inc. And Planet Hollywood (Orlando), Inc.
 
   10.6*   License Agreement dated as of December 4, 1992, by and between the Registrant and Planet Hollywood (Asia)
           Pte. Ltd.
 
   10.7*   First Amendment to the License Agreement dated as of July 1, 1995, by and between the Registrant and
           Planet Hollywood (Asia) Pte. Ltd.
 
   10.7A   Second Amendment to the License Agreement dated as of October 1, 1995, by and between the Registrant and
           Planet Hollywood (Asia) Pte. Ltd.
 
   10.7B   Third Amendment to the License Agreement dated as of November 6, 1998, by and between the Registrant and
           Planet Hollywood (Asia) Pte. Ltd.
 
   10.8*   Form of Master Franchise Agreement for All Star Cafe, Inc.
 
   10.9*   Form of Letter Agreement, dated February 15, 1996, among stockholders of All Star Cafe, Inc.
 
   10.10*  Joint Venture Agreement dated December 9, 1994, between Marvel Restaurant Venture Corp. And EBCO
           Management, Inc.
 
   10.11*  License Agreement dated March 19, 1996, between Marvel Entertainment Group, Inc. And M Restaurant Venture
</TABLE>
 
                                       59
<PAGE>
<TABLE>
<CAPTION>
 EXHIBIT
 NUMBER    DESCRIPTION
---------  ---------------------------------------------------------------------------------------------------------
<C>        <S>
   10.12*  1995 Celebrity Stock Award and Incentive Plan
 
   10.13*  1995 Stock Award and Incentive Plan
 
   10.14*  Form of Stock Option Award Agreement for options granted under the 1995 Celebrity Stock Award and
           Incentive Plan
 
   10.15*  Form of Stock Option Award Agreement for options granted under the 1995 Stock Award and Incentive Plan
 
   10.16*  Employment Agreement dated August 8, 1995, between the Registrant and Robert Earl
 
   10.17*  Employment Agreement dated January 1, 1993, between the Registrant and Keith Barish
 
   10.18*  Letter Agreement dated March 18, 1994, between the Registrant and Kraft Foodservice, Inc.
 
   10.19   Limited Partnership Agreement of Planet Movies Company, L.P. dated October 17, 1997
 
   10.20   Master Agreement dated as of December 2, 1997 relating to the joint venture transaction between Planet
           Hospitality Holdings, Inc. and Times Square Partners LLC and others [relating to Planet Hollywood Hotel
           venture]
 
   21.1    Subsidiaries
 
   23.1    Consent of Price Waterhouse LLP
 
   24.1    Powers of Attorney (included in signature page)
 
   27.1    Financial Data Schedule
</TABLE>
 
------------------------
 
*   Incorporated by reference to the exhibits with the corresponding exhibit
    numbers in the Registration Statement on Form S-1 previously filed by the
    Registrant (file no. 333-1490)
 
(B) REPORTS ON FORM 8-K.
 
    No reports on Form 8-K were filed during the last quarter of the period
covered by this Report.
 
                                       60
<PAGE>
                                   SIGNATURES
 
    Pursuant to the requirements of Section 13 or 15(d) 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 on the 23rd day of
March, 1998.
 
                                PLANET HOLLYWOOD INTERNATIONAL, INC.
 
                                BY:              /S/ ROBERT I. EARL
                                     -----------------------------------------
                                                   Robert I. Earl
                                       PRESIDENT AND CHIEF EXECUTIVE OFFICER
 
                                BY:             /S/ THOMAS AVALLONE
                                     -----------------------------------------
                                                  Thomas Avallone
                                     EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL
                                        OFFICER AND CHIEF ACCOUNTING OFFICER
 
                                       61
<PAGE>
                               POWER OF ATTORNEY
 
    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears on
the following page constitutes and appoints Robert I. Earl and or Scott Johnson
to sign any amendments to this Report on Form 10-K, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that the
said attorney-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
 
    Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on the 23rd day of March, 1998.
 
<TABLE>
<S>                                        <C>
            /s/ KEITH BARISH                          /s/ ROBERT I. EARL
----------------------------------------   ----------------------------------------
              Keith Barish                              Robert I. Earl
 CHAIRMAN OF THE BOARD OF DIRECTORS AND     PRESIDENT, CHIEF EXECUTIVE OFFICER AND
                 DIRECTOR                                  DIRECTOR
 
           /s/ THOMAS AVALLONE                         /s/ ISADORE SHARP
----------------------------------------   ----------------------------------------
             Thomas Avallone                             Isadore Sharp
EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL                  DIRECTOR
           OFFICER AND DIRECTOR
 
           /s/ ROBERT KRASNOW                          /s/ ONG BENG SENG
----------------------------------------   ----------------------------------------
             Robert Krasnow                              Ong Beng Seng
                DIRECTOR                                   DIRECTOR
 
          /s/ CLAUDIO GONZALEZ                        /s/ MARK MCCORMACK
----------------------------------------   ----------------------------------------
            Claudio Gonzalez                            Mark McCormack
                DIRECTOR                                   DIRECTOR
 
         /s/ MICHAEL L. TARNOPOL
----------------------------------------
           Michael L. Tarnopol
                DIRECTOR
</TABLE>
 
                                       62
<PAGE>
                      PLANET HOLLYWOOD INTERNATIONAL, INC.
      FINANCIAL STATEMENT SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
 
<TABLE>
<CAPTION>
                                                               ADDITIONS
                                                 -------------------------------------
<S>                                 <C>          <C>                 <C>                  <C>              <C>
                                      BALANCE        CHARGED TO         CHARGED TO                           BALANCE
DESCRIPTION                          12/29/96    COSTS AND EXPENSES   OTHER ACCOUNTS       DEDUCTIONS       12/28/97
----------------------------------  -----------  ------------------  -----------------    -------------    -----------
Allowance for uncollectible
  accounts receivable.............   $      --     $   13,486,245        $      --        $ (11,986,245)(1) $ 1,500,000
</TABLE>
 
------------------------
 
(1) Represents the writeoff of specific accounts receivable in 1997.
 
                                       63