##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
    Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the Fiscal Year Ended
    June 30,
    2009oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number:
    001-32875
    BURGER KING HOLDINGS,
    INC.
 (Exact name of Registrant as
    Specified in Its Charter)
  Delaware

75-3095469(State or Other Jurisdiction
    of
    Incorporation or Organization)

(I.R.S. Employer
    Identification No.)5505 Blue Lagoon Drive, Miami, Florida(Address of Principal
    Executive Offices)

33126(Zip Code)   Registrants
    telephone number, including area code(305) 378-3000
    Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, par value $0.01 per share

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act:
 None
    þ o
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated
    filer þ

Accelerated
    filer o

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE:




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##### 





BURGER
    KING HOLDINGS, INC.
  2009
    FORM 10-K
    ANNUAL REPORT
  TABLE OF
    CONTENTS
   
 PART IItem 1.


Business


3Item 1A.


Risk Factors


19Item 1B.


Unresolved Staff Comments


34Item 2.


Properties


34Item 3.


Legal Proceedings


35Item 4.


Submission of Matters to a Vote of Security
    Holders


36PART IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


36Item 6.


Selected Financial Data


38Item 7.


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


43Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


67Item 8.


Financial Statements and Supplementary Data


69Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


114Item 9A.


Controls and Procedures


114PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


115Item 11.


Executive Compensation


115Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


115Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


115Item 14.


Principal Accounting Fees and Services


115PART IVItem 15.


Exhibits and Financial Statement Schedules


115EX-10.51EX-10.52EX-10.53EX-10.54EX-10.55EX-10.56EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2    Burger
    King®,

    Whopper®,

    Whopper
    Jr.®,

    Have It Your
    Way®,

    Burger King Bun Halves and Crescent
    Logo®,

    BK Burger
    Shots®,

    BK® Value Menu,
    BK® Breakfast Value Menu,
    BK ® Fresh Apple Fries,
    BK®Stacker, BK
    Wrapper®,

    Hungry
    Jacks®,

    Spicy ChickN
    Crisp®,

    Tendercrisp®,

    Angry
    Whoppertm,

    BK Breakfast
    Shotstm,

    BK
    Fusiontm,

    BKtm

    Positive Steps, Come Como
    Reytm,

    King
    Dealstm,

    Long
    Chickentm,

    SteakhouseXTtmand
    Whoppertm

    Bar are trademarks of Burger King Corporation. References to
    fiscal 2009, fiscal 2008 and fiscal 2007 in this
    Form 10-K
    are to the fiscal years ended June 30, 2009, 2008 and 2007,
    respectively, and references to fiscal 2010 are to the fiscal
    year ending June 30, 2010. Unless the context otherwise
    requires, all references to we, us,
    our and Company refer to Burger King
    Holdings, Inc. and its subsidiaries.
  In this document, we rely on and refer to information
    regarding the restaurant industry, the quick service restaurant
    segment and the fast food hamburger restaurant category that has
    been prepared by the industry research firm The NPD Group, Inc.
    (which prepares and disseminates Consumer Reported Eating Share
    Trends, or CREST data) or compiled from market research reports,
    analyst reports and other publicly available information. All
    industry and market data that are not cited as being from a
    specified source are from internal analyses based upon data
    available from known sources or other proprietary research and
    analysis.
  All financial information within this document has been
    rounded to one place past the decimal point.
 2




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##### Table of Contents



Part I  Item 1.
    Business  Overview
    Burger
    King ®
  Our
    History
  Burger King Whopper ® Have It Your
    Way ® on-the-go
    Our
    Industry
  12-month
 3




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##### Table of Contents



12-month 12-month Burger King
  Our
    Competitive Strengths
    
    Distinctive brand with global
    platform.  We believe that our Burger Kingand Whopper brands are two of the most
    widely-recognized consumer brands in the world. We have one of
    the largest restaurant networks in the world, with 11,925
    restaurants operating in 73 countries and U.S. territories,
    of which 4,692 are located in our international markets. During
    fiscal 2009, our franchisees opened restaurants in two new
    international markets, the Czech Republic and Suriname, and
    re-entered Uruguay, a market in which we had no presence since
    August 2007. We believe that the demand for new international
    franchise restaurants is growing and that our global platform
    will allow us to leverage our established infrastructure to
    significantly increase our international restaurant count with
    limited incremental investment or expense.
    Attractive business
    model.  Approximately 90% of our restaurants
    are franchised, which is a higher percentage than that of our
    major competitors in the FFHR category. We believe that our
    franchise restaurants will generate a consistent, profitable
    royalty stream to us, with minimal ongoing capital expenditures
    or incremental expense by us. We also believe this will provide
    us with significant cash flow to reinvest in growing our brand
    and enhancing shareholder value. Although we believe that this
    restaurant ownership mix is beneficial to us, it also presents a
    number of drawbacks, such as our limited influence over
    franchisees and limited ability to facilitate changes in
    restaurant ownership.
    Innovative marketing campaigns, creative advertising and
    strategic sponsorships.We utilize our
    successful marketing, advertising and sponsorships to drive
    sales and generate restaurant traffic. We were named
    Advertiser of the Decade by AdWeekin late
    2008. During fiscal 2009, we launched innovative, creative and
    edgy advertising campaigns, such as our WhopperSacrifice
    campaign in which we built an application in the social network
    Facebook to test if people love the Whoppersandwich more
    than their friends by offering a free Whoppersandwich to
    anyone who deleted ten of their Facebook friends. The campaign
    commanded the attention of consumers and media with
    85 million media impressions and continues to be referenced
    as an example of a successful Facebook application from a brand
    perspective. We are also reaching out to a broad spectrum of
    restaurant guests with entertainment events, such as Star
    Trektm

    and SpongeBob
    SquarePantstm

    and sports initiatives, such as our partnership with Tony
    Stewart and NASCAR. Additionally, we reinforced our commitment
    to the nutrition portion of our
    BKtm

    Positive Steps program by launching
    BK®

    Fresh Apple Fries, which was named one of 2008s Most
    Memorable New Product Launches by Launch PR.
    Experienced management team.  We have a
    seasoned management team with significant experience.
    John Chidsey, our Chairman and Chief Executive Officer, has
    extensive experience in managing franchised and branded
    businesses, including the Avis
    Rent-A-Car
    and Budget
    Rent-A-Car
    systems, Jackson Hewitt Tax Services and PepsiCo. Russell Klein,
    our President, Global Marketing, Strategy and Innovation, has 4




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more than 30 years of retail and consumer marketing
    experience, including at 7-Eleven Inc. Ben Wells, our Chief
    Financial Officer, has over 30 years of finance experience,
    including at Compaq Computer Corporation and British Petroleum.
    In addition, other members of our management team have worked at
    Frito Lay, McDonalds,
    Jack-in-the
    Box, PepsiCo, Pillsbury and Wendys. The core of our
    management team has been working together since 2004.  Our
    Business Strategy
    
    Drive further sales growth:  We remain
    focused on achieving our comparable sales and average restaurant
    sales potential. Essential components of this strategy are:  
    Enhancing the guest experience  our key guest
    satisfaction and operations metrics showed continued improvement
    in fiscal 2009 and we intend to further improve these metrics.
    Expanding competitive hours of operation  we have
    implemented initiatives to reduce the gap between our hours of
    operation and those of our competitors, which we believe will
    increase comparable sales and average restaurant sales in
    U.S. restaurants. As of June 30, 2009, 200 Company
    restaurants in the United States were open 24 hours
    daily.
    Increasing emphasis on our restaurant reimaging
    program  we believe that dedicating capital
    expenditures to our restaurant reimaging program in the United
    States and Canada will result in higher sales and traffic in
    these restaurants and yield strong cash on cash returns. We have
    reimaged a total of 71 restaurants to date and plan to
    reimage 53 restaurants during fiscal 2010.  
    Enhance restaurant profitability:  We
    believe that opportunities exist to enhance restaurant
    profitability by better utilizing our fixed cost base and
    exploring ways to mitigate labor, commodity and energy costs. We
    are focused on leveraging our fixed cost structure by
    introducing higher margin products and creating efficiencies
    through improved speed of service and equipment, such as
    headsets which we believe will further improve speed of service.
    In the United States and Canada, the installation of the
    flexible batch broiler has reduced energy consumption in Company
    restaurants, and we expect to further enhance restaurant margins
    by utilizing our market based pricing model to achieve optimal
    pricing in our markets.
    Employ innovative marketing strategies and offer superior
    value and quality:We intend to continue to
    employ innovative and creative marketing strategies to increase
    our restaurant traffic and comparable sales. We expect to
    utilize our barbell menu strategy of innovative indulgent
    products and value menu items to offer more choices to our
    guests and enhance the price/value proposition of our products.
    As part of this strategy, in fiscal 2009, we expanded our
    indulgent menu and launched limited time offers, including the
    Angry
    Whoppertm

    sandwich. At the other end of the barbell menu, we launched the
    value-priced two-pack BK Burger
    Shots®and BK Breakfast
    Shotstm

    in the U.S., the King
    Dealstm

    in Germany, the U.K. and Spain and the Come Como
    Reytm

    (Eat Like a King) every day value menu in Mexico. As a result of
    the continuing recessionary environment and negative traffic and
    sales trends we have experienced since March 2009, we plan to
    focus our efforts in fiscal 2010 on our brand equities of
    flame-broiled taste, quality and size at affordable prices to
    differentiate Burger Kingrestaurants from our
    competitors. Finally, we continue to introduce new products to
    fill gaps in our breakfast, dessert and snack menu offerings. We
    intend to roll-out several new and limited time offer products
    during the remainder of fiscal 2010, including value focused
    products to promote our affordability message.
    Expand our large international
    platform:  We intend to leverage our
    substantial international infrastructure to expand our franchise
    network and restaurant base. Internationally, we are much
    smaller than our largest competitor, and, therefore, we believe
    we have significant growth opportunities. We have developed a
    detailed global development plan to accelerate growth over the
    next five years. We expect to focus our expansion plans on
    (1) markets where we already have an established presence
    but which have significant growth potential, such as Spain,
    Brazil and Turkey; (2) markets in which we have a small
    presence, but 5




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which we believe offer significant opportunities for
    development, such as Argentina, Colombia, China, Japan,
    Indonesia and Italy; and (3) financially attractive new
    markets in the Middle East, Eastern Europe and the Mediterranean
    region.  
    Accelerate our new restaurant development and
    expansion:The expansion of our restaurant
    network and an increase in the number of new restaurants are key
    components in our growth plan. We expect that most of our new
    restaurant growth will come from franchisees. Consequently, our
    development strategy focuses on ensuring that franchisees in
    each of our markets have the resources and incentives to grow.
    First, we have focused on providing our franchisees with a
    development process that we believe is streamlined, financially
    flexible and capital-efficient. As part of this strategy, we
    developed new, smaller restaurant designs that reduce the level
    of capital investment required, while also addressing a change
    in consumer preference from dine-in to drive-thru (62% of
    U.S. Company restaurant sales are currently made in the
    drive-thru). These smaller restaurant models reduce average
    building costs by approximately 20%. We have also developed the
    Whoppertm

    Bar, a small-scale, trendy version of our restaurant where
    guests can customize our signature burger with the choice of up
    to 22 different toppings. To date, the WhopperBar has
    opened in Orlando, Florida and in Munich, Germany. We are also
    actively pursuing co-branding and site sharing programs to
    reduce initial investment expense and have begun testing a
    turn-key program that reduces the time and uncertainty
    associated with new builds. In addition, we have invested in
    joint ventures with franchisees to drive development in Taiwan
    and Northern China, and we expect to continue to use this
    strategy in the future to increase our presence globally.
    Use proactive portfolio management to drive
    growth:  We intend to use proactive portfolio
    management to drive growth and optimize our Company restaurant
    portfolio and franchisee participation in new and existing
    markets, while maintaining our 90/10 franchise to Company
    restaurant ownership mix. As part of this ongoing strategy, we
    will focus on (1) attracting new franchisees to acquire
    restaurants from existing franchisees; (2) leveraging our
    existing infrastructure through the acquisition of franchise
    restaurants in our current or targeted Company markets; and
    (3) selectively refranchising Company restaurants to
    provide new opportunities for existing and new franchisees,
    while maintaining our approximately 90/10 franchise to Company
    restaurant ownership mix. In April 2008, we completed a 56
    restaurant acquisition in the Carolinas with Heartland Southeast
    and, in July 2008, we acquired 72 restaurants in Iowa and
    Nebraska from Simmonds Restaurant Management. In March 2009, we
    sold 19 Company restaurants in Iowa to a new franchisee, and in
    May 2009, we sold 20 Company restaurants in Canada to an
    existing franchisee. In addition, we closed under-performing
    restaurants in the United Kingdom (U.K.) and sold
    certain Company restaurants in Germany and Canada to our local
    franchisees.  Global
    Operations
  Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations Form 10-K.
  United
    States and Canada
  Restaurant
    Operations
    Operating Procedures and Hours of
    Operation. Burger King Burger King
 6




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Management. day-to-day
  Restaurant Menu. Burger King Angry Whopper
  Restaurant Design and Image. Burger King Whopper Whopper Universal Citywalk
    Orlando®
    New Restaurant Development.
 7




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Company
    Restaurants
  Burger King
    % of Total U.S. andCompany Restaurant


Canada CompanyRank

State/Province

Count


Restaurants1

Florida


251



24
%2

North Carolina


111



11
%3

Indiana


70



7
%4

Ontario


57



5
%5

Georgia


55



5
%6

Virginia


50



5
%7

South Carolina


49



5
%8

Massachusetts


44



4
%9

Nebraska


42



4
%10

Ohio


40



4
%   Franchise
    Operations
  General. Burger King
   8




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% of Total U.S. andFranchise


Canada FranchiseRank

State/Province

Restaurant Count


Restaurants1

California


669



10
%2

Texas


430



7
%3

Michigan


333



5
%4

New York


316



5
%5

Ohio


310



5
%6

Illinois


304



5
%7

Florida


295



5
%8

Pennsylvania


236



4
%9

Georgia


204



3
%10

New Jersey


186



3
%     RestaurantRank

Name

Count


Location1

Carrols Corporation


314


Northeast and Midwest2

Strategic Restaurants Acquisition Company, LLC


267


California, Midwest and Southeast3

Heartland Food Corp.


258


Midwest and Canada4

Army Air Force Exchange Services


128


Across the United States5

Bravokilo, Inc./Bravo Grande, Inc.


118


Midwest   Franchise Agreement Terms. 20-year
     9




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Property
    Operations
      Europe,
    the Middle East and Africa/Asia Pacific
    (EMEA/APAC)
  Restaurant
    Operations
  EMEA. Burger King
  APAC. Hungry
    Jacks®, Burger King.
    Management Structure.
  Menu and Restaurant Design. Burger King Whopper
  New Restaurant Development. Burger King
 10




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##### Table of Contents



Company
    Restaurants
      CompanyRestaurant


% of Total EMEARank


Country

Count


Company Restaurants1


Germany


145



52
%2


United Kingdom


64



23
%3


Spain


45



16
%4


Netherlands


22



8
%5


Italy


2



1
%Total


278



100
%   Franchise
    Operations
    sub-franchise
    Rank

Name

Restaurant Count


Location1

Hungry Jacks Pty Ltd.


284


Australia2

Tab Gida


247


Turkey3

Olayan Food Service Company


109


Saudi Arabia /UAE/Egypt4

System Restaurant Service


99


Korea5

Al-Homaizi Foodstuff Company


89


United Kingdom/Middle East   Property
    Operations
   11




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25-year
  Latin
    America
  Burger King
    Rank

Name

Restaurant Count


Location1

Alsea and Affiliates


188


Mexico/Argentina/Chile/Colombia2

Caribbean Restaurants, Inc.


175


Puerto Rico3

Geboy de Tijuana, S.A. de C.V.


64


Mexico4

Operadora Exe S.A. de C.V.


47


Mexico5

B & A S.A.


41


Guatemala   Advertising
    and Promotion
       12




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Have It Your Way
  Supply
    and Distribution
  Burger King Burger King
  Burger King Burger King
  not-for-profit, Burger King Burger
    King
    Coca-Cola Burger King Coca-Cola
 13




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Coca-Cola
  Research
    and Development
    Burger King
  Steakhouse
    XT tm Burger King
  Management
    Information Systems
    Quality
    Assurance
    follow-up
 14




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SM
    Burger King
  Burger King
  Intellectual
    Property
  and/or Burger King
  Competition
  Burger King
  Burger King Burger King
  Government
    Regulation
  Burger King
   15




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##### Table of Contents



and/or
      Working
    Capital
  Managements Discussion and Analysis of Financial
    Condition and Results of Operations Financial Statements and Supplementary Data
  Environmental
    Matters
    Customers
   16




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Government
    Contracts
    Seasonal
    Operations
    Our
    Employees
    Financial
    Information about Business Segments and Geographic
    Areas
  Selected Financial
    Data Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations Financial
    Statements and Supplementary Data Form 10-K.
  Available
    Information
  Form 10-K, Form 10-Q, Form 8-K, www.sec.gov 1-800-SEC-0330.
  (305) 378-7696,
   17




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Executive
    Officers of the Registrant
  Name

Age

PositionJohn W. Chidsey


47


Chairman and Chief Executive OfficerRussell B. Klein


52


President, Global Marketing, Strategy and InnovationBen K. Wells


56


Chief Financial OfficerJulio A. Ramirez


55


EVP, Global OperationsPeter C. Smith


53


Chief Human Resources OfficerAnne Chwat


50


General Counsel, Chief Ethics and Compliance Officer and
    SecretaryCharles M. Fallon, Jr.


46


President, North AmericaPeter Robinson


61


President, EMEA (through October 1, 2009)Kevin Higgins


46


President, EMEA (beginning August 17, 2009)   John W. Chidsey
  Russell B. Klein
  Ben K. Wells 10-year
  Julio A. Ramirez
  Peter C. Smith
  Anne Chwat ® Burger King
  Charles M. Fallon, Jr. Rent-A-Car,
 18




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##### Table of Contents



Peter Robinson
  Kevin Higgins
  Item 1A.
    Risk
    Factors  Special
    Note Regarding Forward-Looking Statements
  Certain statements made in this report that reflect
    managements expectations regarding future events and
    economic performance are forward-looking in nature and,
    accordingly, are subject to risks and uncertainties. These
    forward-looking statements include statements regarding our
    intent to focus on sales growth and profitability; our ability
    to drive sales growth by enhancing the guest experience and
    expanding competitive hours of operation; our intent to expand
    our international platform and accelerate new restaurant
    development; our beliefs and expectations regarding system-wide
    average restaurant sales; our beliefs and expectations regarding
    franchise restaurants, including their growth potential and our
    expectations regarding franchisee distress; our expectations
    regarding opportunities to enhance restaurant profitability and
    effectively manage margin pressures; our intention to continue
    to employ innovative and creative marketing strategies and offer
    superior value and quality, including the launching of new and
    limited time offer products; our intention to focus on our
    restaurant reimaging program; our ability to use proactive
    portfolio management to drive financial performance and
    development; our exploration of initiatives to reduce the
    initial investment expense, time and uncertainty of new builds;
    our ability to manage fluctuations in foreign currency exchange
    and interest rates; our estimates regarding our liquidity,
    capital expenditures and sources of both, and our ability to
    fund future operations and obligations; our expectations
    regarding increasing net restaurant count; our estimates
    regarding the fulfillment of certain volume purchase
    commitments; our beliefs regarding the effects of the
    realignment of our European and Asian businesses; our
    expectations regarding the impact of accounting pronouncements;
    our intention to renew hedging contracts; our expectations
    regarding unrecognized tax benefits; and our continued efforts
    to leverage our global purchasing power. These forward-looking
    statements are only predictions based on our current
    expectations and projections about future events. Important
    factors could cause our actual results, level of activity,
    performance or achievements to differ materially from those
    expressed or implied by these forward-looking statements,
    including, but not limited to, the risks and uncertainties
    discussed below.
  Our
    success depends on our ability to compete with our major
    competitors.
    Burger King
 19




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Economic
    conditions are adversely affecting consumer discretionary
    spending and may continue to negatively impact our business and
    operating results.
  25-year
  and/or
  Our
    business is affected by changes in consumer preferences and
    perceptions.
  and/or
  Our
    business is subject to fluctuations in foreign currency exchange
    and interest rates.
   20




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Increases
    in commodity or other operating costs could harm our
    profitability and operating results.
       21




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Labor
    shortages or increases in labor costs could slow our growth or
    harm our business.
    Our
    operating results depend on the effectiveness of our marketing
    and advertising programs and franchisee support of these
    programs.
    Burger King
    Approximately
    90% of our restaurants are franchised and this restaurant
    ownership mix presents a number of disadvantages and
    risks.
   22




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Our
    franchisees are independent operators, and we have limited
    influence over their restaurant operations or their decision to
    invest in other businesses.
    Burger
    King Burger King Burger King Burger King
  Our
    operating results are closely tied to the success of our
    franchisees.
    and/or
 23




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If we
    fail to successfully implement our international growth
    strategy, our ability to increase our revenues and operating
    profits could be adversely affected and our overall business
    could be adversely affected.
    
    the selection and availability of suitable restaurant locations;
    the negotiation of acceptable lease terms;
    the availability of bank credit and the ability of franchisees
    to obtain acceptable financing terms;
    securing required foreign governmental permits and approvals;
    securing acceptable suppliers;
    employing and training qualified personnel; and
    consumer preferences and local market conditions.  Burger King
  Our
    international operations subject us to additional risks and
    costs and may cause our profitability to decline.
   24




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
    our ability to manage risks arising from the significant and
    rapid fluctuations in currency exchange markets and the
    decisions and positions that we take to hedge such volatility;
    our ability to manage upward pressure on commodity prices, as
    well as fluctuations in interest rates, and local governmental
    actions to manage national economic conditions, such as consumer
    spending, inflation rates and unemployment levels;
    our ability to manage changing labor conditions and difficulties
    in staffing our international operations;
    the impact of labor costs on our margins given our
    labor-intensive business model and the long-term trend toward
    higher wages in both mature and developing markets and the
    potential impact of union organizing efforts on
    day-to-day
    operations of our restaurants;
    our ability to manage consumer preferences and respond to
    changes in consumer preferences;
    the effects of legal and regulatory changes and the burdens and
    costs of our compliance with a variety of foreign laws;
    the effects of any changes to U.S. laws and regulations
    relating to foreign trade and investments;
    the effects of increases in the taxes we pay and other changes
    in applicable tax laws;
    our ability to manage political and economic instability and
    anti-American
    sentiment;
    the risks of operating in markets such as Brazil and China, in
    which there are significant uncertainties regarding the
    interpretation, application and enforceability of laws and
    regulations and the enforceability of contract rights and
    intellectual property rights;
    whether we can develop effective initiatives in underperforming
    markets that may be experiencing challenges such as low consumer
    confidence levels, negative consumer perceptions about our
    foods, slow economic growth or a highly competitive operating
    environment;
    the nature and timing of decisions about underperforming markets
    or assets, including decisions that result in significant
    impairment charges that reduce our earnings; and
    our ability to identify and secure appropriate real estate sites
    and to manage the costs and profitability of our growth in light
    of competitive pressures and other operating conditions that may
    limit pricing flexibility.    There
    can be no assurance that the franchisees can or will renew their
    franchise agreements with us.
  20-year
 25




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Incidents
    of food-borne illnesses or food tampering could materially
    damage our reputation and reduce our restaurant
    sales.
  e-coli,
      Our
    results can be adversely affected by disruptions or catastrophic
    events.
    We
    rely on distributors of food, beverages and other products that
    are necessary for our and our franchisees operations. If
    these distributors fail to provide the necessary products in a
    timely fashion, our business would face supply shortages and our
    results of operations might be adversely affected.
   26




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The
    loss of key management personnel or our inability to attract and
    retain new qualified personnel could hurt our business and
    inhibit our ability to operate and grow
    successfully.
    Changes
    in tax laws and unanticipated tax liabilities could adversely
    affect our effective income tax rate and
    profitability.
  non-U.S. earnings
    The
    realignment of our European and Asian businesses may result in
    increased income tax expense to us if these businesses are less
    profitable than expected.
   27




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##### Table of Contents



Leasing
    and ownership of a significant portfolio of real estate exposes
    us and our franchisees to potential losses and liabilities and
    we or our franchisees may not be able to renew leases, control
    rent increases and control real estate expenses at existing
    restaurant locations or obtain leases or purchase real estate
    for new restaurants.
    We may
    not be able to adequately protect our intellectual property,
    which could harm the value of our brand and branded products and
    adversely affect our business.
      We may
    experience significant fluctuations in our operating results due
    to a variety of factors, many of which are outside of our
    control.
   28




---



##### Table of Contents



Form 10-K quarter-to-quarter
  Our
    indebtedness under our senior secured credit facility is
    substantial and could limit our ability to grow our business. In
    the event we are unable to refinance or repay such indebtedness
    prior to their maturities, we may need to take certain actions
    which could negatively impact our business or dilute our
    existing stockholders.
      
    increase our vulnerability to general adverse economic and
    industry conditions;
    require us to dedicate a substantial portion of our cash flow
    from operations to payments on our indebtedness if we do not
    maintain specified financial ratios, thereby reducing the
    availability of our cash flow for other purposes;
    limit our ability to implement our growth strategy and strategic
    initiatives; or
    limit our flexibility in planning for, or reacting to, changes
    in our business and the industry in which we operate, thereby
    placing us at a disadvantage compared to competitors that may
    have less indebtedness.      and/or
  Our
    senior secured credit facility has restrictive terms and our
    failure to comply with any of these terms could put us in
    default, which would have an adverse effect on our business and
    prospects.
    
    incur additional indebtedness;
    make capital expenditures and other investments above a certain
    level;
    merge, consolidate or dispose of our assets or the capital stock
    or assets of any subsidiary; 29




---



##### Table of Contents




    pay dividends, make distributions or redeem capital stock in
    certain circumstances;
    enter into transactions with our affiliates;
    grant liens on our assets or the assets of our subsidiaries;
    enter into the sale and subsequent lease-back of real
    property; and
    make or repay intercompany loans.    A
    change in control, as defined in our senior secured
    credit facility, would be an event of default under the
    facility.
  and/or
  We
    face risks of litigation and pressure tactics, such as strikes,
    boycotts and negative publicity from restaurant customers,
    franchisees, suppliers, employees and others, which could divert
    our financial and management resources and which may negatively
    impact our financial condition and results of
    operations.
       30




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##### Table of Contents



Our
    products are subject to numerous and changing government
    regulations, and failure to comply with such existing or future
    government regulations could negatively affect our sales,
    revenues and earnings.
        
    inconsistent standards imposed by state and federal authorities
    regarding the nutritional content of our products, which can
    adversely affect the cost of our food, consumer perceptions and
    increase our exposure to litigation;
    the impact of nutritional, health and other scientific inquiries
    and conclusions, which constantly evolve and often have
    contradictory implications, but nonetheless drive consumer
    perceptions, litigation and regulation in ways that are material
    to our business;
    the risks and costs of our nutritional labeling and other
    disclosure practices, particularly given differences in
    practices within the restaurant industry with respect to testing
    and disclosure, ordinary variations in food preparation among
    our own restaurants, and reliance on the accuracy and
    appropriateness of information obtained from third-party
    suppliers;
    the impact and costs of menu labeling legislation, currently
    adopted in several cities and states and under consideration in
    various other jurisdictions, which generally requires QSR
    restaurant chains to provide caloric information on menu boards;
    the impact of licensing and regulation by state and local
    departments relating to health, food preparation, sanitation and
    safety standards; and
    the impact of laws that ban or limit the development of new
    quick service restaurants in an attempt to address the high
    rates of obesity in certain areas.  and/or
 31




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##### Table of Contents



Increasing
    regulatory complexity surrounding our operations will continue
    to affect our operations and results of operations in material
    ways.
    
    the impact of employer mandated health care, minimum wage,
    overtime, occupational health and safety, immigration, privacy
    and other local and foreign laws and regulations on our business;
    the impact of the Employee Free Choice Act, which would remove
    the secret ballot election and replace it with a card
    check system, require shorter union campaigns and faster
    elections as well as binding arbitration, on our business;
    the impact of municipal zoning laws that restrict or ban the
    development of new quick service restaurants;
    disruptions in our operations or price volatility in a market
    that can result from governmental actions, including price
    controls, currency and repatriation controls, limitations on the
    import or export of commodities we use or government-mandated
    closure of our or our vendors operations;
    the risks of operating in foreign markets in which there are
    significant uncertainties, including with respect to the
    application of legal requirements and the enforceability of laws
    and contractual obligations; and
    the risks associated with information security, and the use of
    cashless payments, such as increased investment in technology,
    the costs of compliance with privacy, consumer protection and
    other laws, costs resulting from consumer fraud and the impact
    on our margins as the use of cashless payments increases.       32




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##### Table of Contents



The
    personal information that we collect may be vulnerable to
    breach, theft or loss that could adversely affect our reputation
    and operations.
    We
    rely on computer systems and information technology to run our
    business. Any material failure, interruption or security breach
    of our computer systems or information technology may adversely
    affect our business and our results of operations.
    Compliance
    with or cleanup activities required by environmental laws may
    hurt our business.
      Our
    current principal stockholders own a significant amount of our
    common stock and have certain contractual rights to appoint
    directors, which will allow them to significantly influence all
    matters requiring shareholder approval.
   33




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##### Table of Contents



Your
    percentage ownership in us may be diluted by future issuances of
    capital stock, which could reduce your influence over matters on
    which stockholders vote.
    The
    sale of a substantial number of shares of our common stock may
    cause the market price of shares of our common stock to
    decline.
    Provisions
    in our certificate of incorporation could make it more difficult
    for a third party to acquire us and could discourage a takeover
    and adversely affect existing stockholders.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties   34




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##### Table of Contents



LeasedBuilding/Land &


TotalOwned(1)


Land


Building


Leases


TotalUnited States and Canada:Company restaurants


357



219



467



686



1,043Franchisee-operated properties


441



300



200



500



941Non-operating restaurant locations


18



7



7



14



32Offices










6



6



6Total


816



526



680



1,206



2,022International:Company restaurants


20



44



322



366



386Franchisee-operated properties


3



1



93



94



97Non-operating restaurant locations


1



7



30



37



38Offices


1







10



10



11Total


25



52



455



507



532     (1)
    
    Owned refers to properties where we own the land and the
    building.  Item 3.
    Legal
    Proceedings  Ramalco Corp. et al. v. Burger King Corporation, No. 09-43704CA05
  Castaneda v. Burger King Corp. and Burger King Holdings,
    Inc. No. CV08-4262 Burger King
  National Franchisee Association v. Burger King Corporation
    and The
    Coca-Cola
    Company National Franchisee
    Association v. Burger King Corporation and Dr Pepper
    Snapple Group f/k/a Dr Pepper/Seven Up, Inc. Coca-Cola Burger King Burger King
 35




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##### Table of Contents



Item 4.
    Submission
    of Matters to a Vote of Security Holders   Part II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Market
    for Our Common Stock
    2009


2008Dollars per Share:

High


Low


Dividend


High


Low


DividendFirst Quarter

$
30.95


$
22.77


$
0.0625


$
27.00


$
22.21


$
0.0625Second Quarter

$
24.93


$
16.56


$
0.0625


$
29.19


$
24.41


$
0.0625Third Quarter

$
24.48


$
19.21


$
0.0625


$
28.90


$
21.60


$
0.0625Fourth Quarter

$
24.10


$
15.85


$
0.0625


$
30.75


$
26.41


$
0.0625   Issuer
    Purchases of Equity Securities
    Maximum Number (orTotal Number of Shares


Approximate Dollar Value) ofTotal Number





Purchased as Part of


Shares That May Yet beof Shares


Average Price


Publicly Announced


Purchased UnderPeriod

Purchased(1)


Paid per Share


Plans or Programs(2)


the Plans or Programs(2)April 1-30, 2009













$
200,000,000May 1-31, 2009


11,150


$
17.37






$
200,000,000June 1-30, 2009













$
200,000,000Total


11,150


$
17.37






$
200,000,000   
  (1)
    
    All shares purchased were in
    connection with the Companys obligation to withhold from
    restricted stock and option awards the amount of federal
    withholding taxes due in respect of such awards.(2)
    
    On March 4, 2009, the
    Companys Board of Directors authorized a
    $200.0 million share repurchase program pursuant to which
    the Company would repurchase shares directly in the open market
    consistent with the Companys insider trading policy and
    also repurchase shares under plans complying with
    Rule 10b5-1
    under the Exchange Act during periods when the Company may be
    prohibited from making direct share repurchases under such
    policy. The program expires on December 31, 2010. To date,
    we have not repurchased any shares under the new program. 36




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##### Table of Contents



Dividend
    Policy
      Securities
    Authorized for Issuance Under Equity Compensation
    Plans
    (b)Weighted-


(c)(a)


Average Exercise


Number ofNumber of


Price of


Securities Remaining Available forSecurities to be Issued Upon


Outstanding


Future Issuance under EquityExercise of Outstanding


Options, Warrants


Compensation Plans (ExcludingPlan Category

Options, Warrants and Rights


and Rights


Securities Reflected in Column (a))Equity Compensation Plans
    Approved by Security Holders:Burger King Holdings, Inc. 2006Omnibus Incentive Plan


2,357,487


$
14.05



4,568,599Burger King Holdings, Inc.Equity Incentive Plan


5,336,846


$
16.33



521,597Equity Compensation Plans Not
    Approved by Security Holders










TOTAL


7,694,333







5,090,196    37




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##### Table of Contents



Stock
    Performance Graph
    
  5/18/2006



6/30/2006



6/29/2007



6/30/2008



6/30/2009BKC


$
100



$
90



$
151



$
155



$
101S&P 500 Index


$
100



$
101



$
122



$
106



$
78S&P Restaurant Index


$
100



$
100



$
122



$
122



$
124     Item 6.
    Selected
    Financial Data   38




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##### Table of Contents



Managements Discussion and Analysis of Financial
    Condition and Results of Operations Financial Statements and Supplementary
    Data
  For the Fiscal Years Ended June 30,2009


2008


2007


2006


2005(In millions, except per share data)Income Statement Data:Revenues:Company restaurant revenues

$
1,880.5


$
1,795.9


$
1,658.0


$
1,515.6


$
1,407.4Franchise revenues


543.4



537.2



459.5



419.8



412.5Property revenues


113.5



121.6



116.2



112.4



120.4Total revenues


2,537.4



2,454.7



2,233.7



2,047.8



1,940.3Company restaurant expenses:Food, paper and product costs


603.7



564.3



499.3



469.5



436.7Payroll and employee benefits


582.2



534.7



492.1



446.3



415.4Occupancy and other operating costs


457.8



439.0



418.0



380.1



343.1Total Company restaurant expenses


1,643.7



1,538.0



1,409.4



1,295.9



1,195.2Selling, general and administrative expenses(1)


490.4



499.5



473.5



487.9



486.6Property expenses


58.1



62.1



60.6



57.4



64.2Fees paid to affiliates(2)














38.9



8.8Other operating (income) expenses, net*


5.8



0.9



(4.4
)


(3.6
)


38.1Total operating costs and expenses


2,198.0



2,100.5



1,939.1



1,876.5



1,792.9Income from operations


339.4



354.2



294.6



171.3



147.4Interest expense, net


54.6



61.2



67.0



72.0



73.1Loss on early extinguishment of debt










0.8



17.8



Income before income taxes


284.8



293.0



226.8



81.5



74.3Income tax expense*


84.7



103.4



78.7



54.4



27.0Net income

$
200.1


$
189.6


$
148.1


$
27.1


$
47.3Earnings per share  basic

$
1.48


$
1.40


$
1.11


$
0.24


$
0.44Earnings per share  diluted

$
1.46


$
1.38


$
1.08


$
0.24


$
0.44Weighted average shares outstanding-basic


134.8



135.1



133.9



110.3



106.5Weighted average shares outstanding-diluted


136.8



137.6



136.8



114.7



106.9Cash dividends per common share(3)

$
0.25


$
0.25


$
0.13


$
3.42


$
   For the Fiscal Years Ended June 30,2009


2008


2007


2006


2005(In millions)Other Financial Data:Net cash provided by operating activities

$
310.8


$
243.4


$
110.4


$
67.0


$
209.7Net cash (used for) provided by investing activities


(242.0
)


(199.3
)


(77.4
)


(66.7
)


3.4Net cash used for financing activities


(105.5
)


(62.0
)


(126.9
)


(172.6
)


(2.2
)Capital expenditures


204.0



178.2



87.3



85.1



92.5EBITDA(4)

$
437.5


$
449.8


$
383.4


$
259.2


$
220.9   39




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##### Table of Contents



As of June 30,2009


2008(In millions)Balance Sheet Data:Cash and cash equivalents

$
121.7


$
166.0Total assets


2,707.1



2,686.5Total debt and capital lease obligations


888.9



947.4Total liabilities


1,732.3



1,842.0Total stockholders equity

$
974.8


$
844.5   For the Fiscal Years Ended June 30,2009


2008


2007


2006


2005Other Operating Data:Comparable sales growth(5)(6)(7)


1.2
%


5.4
%


3.4
%


1.9
%


5.6
%Sales growth(5)(6)


4.2
%


8.3
%


4.9
%


2.1
%


6.1
%Average restaurant sales (in thousands)(6)

$
1,259


$
1,301


$
1,193


$
1,126


$
1,104   For the Fiscal Years Ended June 30,2009


2008


2007Segment Data:Company restaurant revenues (in millions):United States and Canada

$
1,331.8


$
1,171.9


$
1,082.1EMEA/APAC(8)


488.6



554.9



515.2Latin America(9)


60.1



69.1



60.7Total company restaurant revenues

$
1,880.5


$
1,795.9


$
1,658.0Company restaurant expenses as a percentage of revenue:United States and CanadaFood, paper and products costs


33.0
%


32.5
%


30.8
%Payroll and employee benefits


31.1
%


30.5
%


30.4
%Occupancy and other operating costs


23.1
%


23.1
%


23.5
%Total Company restaurant expenses


87.2
%


86.1
%


84.7
%EMEA/APAC(8)Food, paper and products costs


28.8
%


28.5
%


27.9
%Payroll and employee benefits


32.7
%


30.5
%


30.3
%Occupancy and other operating costs


27.3
%


27.1
%


28.8
%Total Company restaurant expenses


88.8
%


86.1
%


87.0
%Latin America(9)Food, paper and products costs


38.4
%


36.7
%


36.6
%Payroll and employee benefits


12.3
%


11.8
%


11.7
%Occupancy and other operating costs


29.7
%


26.1
%


25.8
%Total Company restaurant expenses


80.4
%


74.6
%


74.1
% 40




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##### Table of Contents



For the Fiscal Years Ended June 30,2009


2008


2007WorldwideFood, paper and products costs


32.1
%


31.4
%


30.1
%Payroll and employee benefits


31.0
%


29.8
%


29.7
%Occupancy and other operating costs


24.3
%


24.5
%


25.2
%Total Company restaurant expenses


87.4
%


85.7
%


85.0
%Franchise revenues (in millions) (10):United States and Canada

$
323.1


$
317.9


$
283.6EMEA/APAC(8)


173.4



173.0



135.1Latin America(9)


46.9



46.3



40.8Total franchise revenues

$
543.4


$
537.2


$
459.5Income from operations (in millions):United States and Canada

$
341.8


$
348.2


$
339.4EMEA/APAC(8)


83.6



91.8



53.9Latin America(9)


37.8



41.4



35.2Unallocated(11)


(123.8
)


(127.2
)


(133.9
)Total income from operations

$
339.4


$
354.2


$
294.6     *
    
    See Note 2 to the Consolidated
    Financial Statements in Part II, Item 8 of this
    Form 10-K
    for information about income tax expense and other operating
    (income) expenses, net related to the reclassification of
    transaction gains and losses resulting from the remeasurement of
    foreign denominated tax assets for the fiscal years ended
    June 30, 2009, 2008 and 2007. For the fiscal years ended
    June 30, 2006 and 2005, we reclassified $1.5 million
    of income and $3.8 million of expense, respectively from
    income tax expense to other operating (income) expense, net
    related to the reclassification.(1)
    
    Selling, general and administrative
    expenses for fiscal 2006 include compensation expense and taxes
    related to a $34.4 million compensatory make-whole payment
    made on February 21, 2006 to holders of options and
    restricted stock unit awards, primarily members of senior
    management.(2)
    
    Fees paid to affiliates consist of
    management fees we paid to the Sponsors under a management
    agreement. Fees paid to affiliates in fiscal 2006 also include a
    $30.0 million fee that we paid to terminate the management
    agreement with the Sponsors.(3)
    
    The cash dividend paid in fiscal
    2006 represents a special dividend paid prior to our initial
    public offering.(4)
    
    EBITDA is defined as earnings (net
    income) before interest, taxes, depreciation and amortization,
    and is used by management to measure operating performance of
    the business. Management believes that EBITDA is a useful
    measure as it incorporates certain operating drivers of our
    business such as sales growth, operating costs, selling, general
    and administrative expenses and other income and expense. EBITDA
    is also one of the measures used by us to calculate incentive
    compensation for management and corporate-level employees.While EBITDA is not a recognized
    measure under generally accepted accounting principles
    (GAAP), management uses this financial measure to
    evaluate and forecast our business performance. The non-GAAP
    measure has certain material limitations, including:  
    it does not include interest expense, net. Because we have
    borrowed money for general corporate purposes, interest expense
    is a necessary element of our costs and ability to generate
    profits and cash flows;
    it does not include depreciation and amortization expenses.
    Because we use capital assets, depreciation and amortization are
    necessary elements of our costs and ability to generate
    profits; and
    it does not include provision for taxes. The payment of taxes is
    a necessary element of our operations.  Management compensates for these
    limitations by using EBITDA as only one of its measures for
    evaluating the Companys business performance. In addition,
    capital expenditures, which impact depreciation and
    amortization, interest expense and income tax expense, are
    reviewed separately by management. Management believes that
    EBITDA provides both management and investors with a more
    complete understanding of the underlying operating results and
    trends and an enhanced overall understanding of our financial
    performance and prospects for the future. EBITDA is not intended
    to be a measure of liquidity or cash flows from operations nor a
    measure comparable to net income, as it does not take into
    account certain requirements such as capital expenditures and
    related depreciation, principal and interest payments and tax
    payments. 41




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##### Table of Contents



For the Fiscal Years Ended June 30,2009


2008


2007


2006


2005(In millions)Net income

$
200.1


$
189.6


$
148.1


$
27.1


$
47.3Interest expense, net


54.6



61.2



67.0



72.0



73.1Loss on early extinguishment of debt










0.8



17.8



Income tax expense


84.7



103.4



78.7



54.4



27.0Depreciation and amortization


98.1



95.6



88.8



87.9



73.5EBITDA

$
437.5


$
449.8


$
383.4


$
259.2


$
220.9   (5)
    
    Comparable sales growth and sales
    growth are analyzed on a constant currency basis, which means
    they are calculated using the same exchange rate over the
    periods under comparison, to remove the effects of currency
    fluctuations from these trend analyses. We believe these
    constant currency measures provide a more meaningful analysis of
    our business by identifying the underlying business trends,
    without distortion from the effect of foreign currency movements.(6)
    
    Unless otherwise stated, comparable
    sales growth, sales growth and average restaurant sales are
    presented on a system-wide basis, which means they include
    Company restaurants and franchise restaurants. Franchise sales
    represent sales at all franchise restaurants and are revenues to
    our franchisees. We do not record franchise sales as revenues.
    However, our royalty revenues are calculated based on a
    percentage of franchise sales. See Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Key Business Measures.(7)
    
    Comparable sales growth refers to
    the change in restaurant sales in one period from a comparable
    period for restaurants that have been open for thirteen months
    or longer.(8)
    
    Refers to our operations in Europe,
    the Middle East, Africa and Asia Pacific.(9)
    
    Refers to our operations in Mexico,
    Central and South America, the Caribbean and Puerto Rico.(10)
    
    Franchise revenues consist
    primarily of royalties paid by franchisees. Royalties earned are
    based on a percentage of franchise sales, which were
    $12.8 billion, $12.9 billion and $11.6 billion
    for fiscal 2009, 2008, and 2007, respectively. Franchise sales
    are sales at all franchise restaurants and are revenues to our
    franchisees. We do not record franchise sales as revenues.(11)
    
    Unallocated includes corporate
    support costs in areas such as facilities, finance, human
    resources, information technology, legal, marketing, and supply
    chain management, which benefit all of the Companys
    geographic segments and system wide restaurants and are not
    allocated specifically to any of the geographic segments. 42




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##### Table of Contents



Burger
    King Holdings, Inc. and Subsidiaries Restaurant Count
    As of June 30,Increase/2009


2008


(Decrease)(Unaudited)Number of Company restaurants:U.S. & Canada


1,043



984



59EMEA/APAC


294



292



2Latin America


92



84



8Total Company restaurants


1,429



1,360



69Number of franchise restaurants:U.S. & Canada


6,491



6,528



(37
)EMEA/APAC


3,019



2,759



260Latin America


986



918



68Total franchise restaurants


10,496



10,205



291Number of system-wide restaurants:U.S. & Canada


7,534



7,512



22EMEA/APAC


3,313



3,051



262Latin America


1,078



1,002



76Total system-wide restaurants


11,925



11,565



360   Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  You should read the following discussion together with
    Part II, Item 6 Selected Financial Data
    and our audited consolidated financial statements and the
    related notes thereto included in Item 8 Financial
    Statements and Supplementary Data. In addition to
    historical consolidated financial information, this discussion
    contains forward-looking statements that reflect our plans,
    estimates and beliefs. Actual results could differ from these
    expectations as a result of factors including those described
    under Item 1A, Risk Factors, Special Note
    Regarding Forward-Looking Statements and elsewhere in this
    Form 10-K.
  References to fiscal 2010, fiscal 2009, fiscal 2008 and
    fiscal 2007 in this section are to our fiscal year ending
    June 30, 2010 and our fiscal years ended June 30,
    2009, 2008 and 2007, respectively. Unless otherwise stated,
    comparable sales growth, average restaurant sales and sales
    growth are presented on a system-wide basis, which means that
    these measures include sales at both Company restaurants and
    franchise restaurants. Franchise sales represent sales at all
    franchise restaurants and are revenues to our franchisees. We do
    not record franchise sales as revenues; however, our franchise
    revenues include royalties based on sales. System-wide results
    are driven primarily by our franchise restaurants, as
    approximately 90% of our system-wide restaurants are
    franchised.
  Overview
     43




---



##### Table of Contents



Revenues
    Revenues


Income from OperationsSegment:U.S. & Canada


69
%


74
%EMEA/APAC


27
%


18
%Latin America


4
%


8
%Total


100
%


100
%         Expenses
   44




---



##### Table of Contents



Burger King
        Fiscal
    2009 Highlights
    
    continued acceleration of system-wide restaurant growth with
    360 net new openings during fiscal 2009, the highest in
    almost a decade; over 90% of the increase came from markets
    outside the United States and Canada, the best international
    development year in our history;
    all-time high annual worldwide revenues of $2.5 billion for
    fiscal 2009, a 3% increase from the prior year;
    worldwide average restaurant sales for fiscal 2009 of
    $1.3 million system-wide, which includes the unfavorable
    impact of currency exchange rates of $55,000;
    net growth of 22 restaurants in the United States and Canada,
    the second year in a row that we have increased our restaurant
    count in this segment;
    worldwide system restaurant count of 11,925 at June 30,
    2009, our highest restaurant count in the history of the brand;
    the opening of the first restaurant in the Czech Republic and
    Suriname and our re-entry into Uruguay, which brings the number
    of countries and U.S. territories in which we operate to 73;
    successful execution of our portfolio management strategy,
    including strategic acquisitions of 87 restaurants and 51
    refranchisings;
    named by Ad Weekmagazine in December 2008 as one of the
    top three industry-changing advertisers in the last three
    decades along with
    NIKE®

    and Budweiser; 45




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##### Table of Contents




    new product offerings such as BKFresh Apple Fries, which
    received the Kid Friendly Product of the Year award
    from the  Glycemic Research Institute (GRI) in
    Washington, D.C., and
    Kraft®Macaroni and Cheese;
    continued high guest satisfaction scores, as well as high speed
    of service and cleanliness scores; and
    net income up 6% to $200.1 million and diluted earnings per
    share up 6% to $1.46 per share for fiscal 2009 compared to
    fiscal 2008.  Key
    Business Measures
  Burger King
  Comparable
    Sales Growth
    For theFiscal Years EndedJune 30,2009


2008


2007(In constant currencies)Company Comparable Sales Growth:United States & Canada


0.5
%


2.6
%


2.1
%EMEA/APAC


0.1
%


3.8
%


2.2
%Latin America


(3.2
)%


1.8
%


1.1
%Total Company Comparable Sales Growth


0.3
%


2.9
%


2.1
%Franchise Comparable Sales Growth:United States & Canada


0.4
%


5.8
%


3.8
%EMEA/APAC


3.3
%


5.6
%


3.1
%Latin America


2.3
%


4.5
%


3.7
%Total Franchise Comparable Sales Growth


1.4
%


5.7
%


3.6
%System-wide Comparable Sales Growth:United States & Canada


0.4
%


5.4
%


3.6
%EMEA/APAC


2.9
%


5.4
%


3.0
%Latin America


1.9
%


4.3
%


3.5
%Total System-wide Comparable Sales Growth


1.2
%


5.4
%


3.4
%    46




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##### Table of Contents



BK Burger Shots BK Breakfast
    Shots Whopper Whopper BK® Kraft® BK Angry Whopper BK
    Wrapper® Whopper Whopper Star
    Trektm Transformerstm Pokémontm Sponge Bob
    SquarePantstm The
    Simpsonstm iDogtm Nintendotm BK®
  King Deals Whopper Whopper Jr. Whopper BK
    Fusiontm Long
    Chickentm The
    Simpsonstm iDogtm Crayolatm Secret
    Palazztm
  Angry Whopper Whopper BK® Whopper Jr. Whopper BK ® Come Como Rey Whopper Jr. Star
    Trektm Pokémontm Cabbage Patch
    Kidstm Monster
    Jamtm The Pink
    Panthertm
  A-1 Tendercrisp® BK BK ChickN
    Crisp ® BK Wrapper Whopper th Whopper Whopper The
    Simpsonstm

    Movie,
    Transformerstm,

    SpongeBob
    SquarePantstm,

    Snoopy®,

    Indiana
    Jonestm

    and the Kingdom of the Crystal
    Skulltm,

    Iron
    Mantm

    and The Incredible
    Hulktm.
 47




---



##### Table of Contents



Angry
    Whopper King Ahorro BK Fusion
  Whopper BK Whopper The
    Simpsonstm

    Movie,
    Transformerstm,

    Scooby
    Dootm,

    Snoopy ® Indiana
    Jonestm

    and the Kingdom of the Crystal
    Skulltm Iron
    Mantm
  Average
    Restaurant Sales
    For theFiscal Years Ended June 30,2009


2008


2007(In thousands)Average Restaurant Sales

$
1,259


$
1,301


$
1,193       Sales
    Growth
    For theFiscal Years Ended June 30,2009


2008


2007(In constant currencies)Sales Growth:United States and Canada


1.2
%


6.0
%


3.0
%EMEA/APAC


9.7
%


12.6
%


7.9
%Latin America


8.5
%


13.1
%


13.3
%Total System-wide Sales Growth


4.2
%


8.3
%


4.9
%      48




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##### Table of Contents



Factors
    Affecting Comparability of Results
  Termination
    of Global Headquarters Lease
  18-month See
    Note 20 to the Consolidated Financial Statements in
    Part II, Item 8 of this
    Form 10-K.
 49




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##### Table of Contents



Results
    of Operations
    For the Fiscal Years Ended June 30,2009


2008


2007Increase/





Increase/Amount


Amount


(Decrease)


Amount


(Decrease)(In millions, except percentages and per share data)Revenues:Company restaurant revenues

$
1,880.5


$
1,795.9



5
%

$
1,658.0



8
%Franchise revenues


543.4



537.2



1
%


459.5



17
%Property revenues


113.5



121.6



(7
)%


116.2



5
%Total revenues


2,537.4



2,454.7



3
%


2,233.7



10
%Company restaurant expenses


1,643.7



1,538.0



7
%


1,409.4



9
%Selling, general and administrative expenses


490.4



499.5



(2
)%


473.5



5
%Property expenses


58.1



62.1



(6
)%


60.6



2
%Other operating (income) expenses, net


5.8



0.9



NM



(4.4
)


NMTotal operating costs and expenses


2,198.0



2,100.5



5
%


1,939.1



8
%Income from operations


339.4



354.2



(4
)%


294.6



20
%Interest expense, net


54.6



61.2



(11
)%


67.0



(9
)%Loss on early extinguishment of debt










NM



0.8



NMIncome before income taxes


284.8



293.0



(3
)%


226.8



29
%Income tax expense


84.7



103.4



(18
)%


78.7



31
%Net income

$
200.1


$
189.6



6
%

$
148.1



28
%     NM
    Not meaningful  Fiscal
    Year Ended June 30, 2009 Compared to Fiscal Year Ended
    June 30, 2008
  Revenues
  Company
    restaurant revenues
         50




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##### Table of Contents



Franchise
    revenues
          Property
    Revenues
        Operating
    Costs and Expenses
  Food,
    paper and product costs
   51




---



##### Table of Contents



Payroll
    and employee benefits costs
         52




---



##### Table of Contents



Occupancy
    and other operating costs
  start-up
  start-up start-up
      Selling,
    general and administrative expenses
     53




---



##### Table of Contents



Property
    Expenses
    Other
    operating (income) expense, net
    Income
    from Operations
  For theFiscal YearsEndedJune 30,2009


2008Income from Operations:United States and Canada

$
341.8


$
348.2EMEA/APAC


83.6



91.8Latin America


37.8



41.4Unallocated


(123.8
)


(127.2
)Total income from operations

$
339.4


$
354.2   Disclosures about Segments of
    an Enterprise and Related Information
     54




---



##### Table of Contents



Interest
    Expense, net
    Income
    Tax Expense
    See Note 15 to our consolidated financial statements for
    further information regarding our effective tax rate. See
    Item 1A Risk Factors in Part I of this
    report for a discussion regarding our ability to utilize foreign
    tax credits and estimate deferred tax assets.
  Net
    Income
    Fiscal
    Year Ended June 30, 2008 Compared to Fiscal Year Ended
    June 30, 2007
  Revenues
  Company
    Restaurant Revenues
   55




---



##### Table of Contents



Franchise
    Revenues
          Property
    Revenues
       56




---



##### Table of Contents



Operating
    Costs and Expenses
  Food,
    Paper and Product Costs
          Payroll
    and Employee Benefits
         57




---



##### Table of Contents



Occupancy
    and Other Operating Costs
          Selling,
    General and Administrative Expenses
     58




---



##### Table of Contents



Share-based Payment See Note 3 to our Consolidated Financial
    Statements in Part II, Item 8 of this
    Form 10-K
    for further information regarding our stock-based
    compensation.
  Property
    Expenses
    Other
    Operating (Income) Expense, Net
      Income
    from Operations
  For theFiscal YearsEndedJune 30,2008


2007Income from Operations:United States and Canada

$
348.2


$
339.4EMEA/APAC


91.8



53.9Latin America


41.4



35.2Unallocated


(127.2
)


(133.9
)Total Income from Operations

$
354.2


$
294.6   Disclosures
    about Segments of an Enterprise and Related Information.
 59




---



##### Table of Contents



Interest
    Expense, Net
    Income
    Tax Expense
    See Note 15 to our consolidated financial statements for
    further information regarding our effective tax rate. See
    Item 1A Risk Factors in Part I of this
    report for a discussion regarding our ability to utilize foreign
    tax credits and estimate deferred tax assets.
  Net
    Income
    Liquidity
    and Capital Resources
  Overview
       60




---



##### Table of Contents



Comparative
    Cash Flows
  Operating
    Activities
      Investing
    Activities
     61




---



##### Table of Contents



For theFiscal Years EndedJune 30,2009


2008


2007(In millions)New restaurants

$
65.4


$
55.4


$
22.9Existing restaurants


110.1



102.0



47.4Other, including corporate


28.5



20.8



17.0Total

$
204.0


$
178.2


$
87.3       Financing
    Activities
     62




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##### Table of Contents



Contractual
    Obligations and Commitments
    Payment Due by PeriodLess Than








More ThanContractual Obligations

Total


1 Year


1-3 Years


3-5 Years


5 Years(In millions)Capital lease obligations

$
138.1


$
14.4


$
28.6


$
28.0


$
67.1Operating lease obligations


1,628.0



167.1



304.1



323.3



833.5Unrecognized tax benefits


19.5



3.4



7.2



4.2



4.7Long-term debt, including current portion and interest(1)


917.0



101.7



813.8



0.4



1.1Purchase commitments(2)


81.2



80.6



0.6







Total

$
2,783.8


$
367.2


$
1,154.3


$
355.9


$
906.4   
  (1)
    
    We have estimated our interest
    payments based on (i) current LIBOR rates, (ii) the
    portion of our debt we converted to fixed rates through interest
    rate swaps and (iii) the amortization schedule in our
    credit agreement.(2)
    
    Includes open purchase orders, as
    well as commitments to purchase advertising and other marketing
    services from third parties in advance on behalf of the
    Burger Kingsystem and obligations related to information
    technology and service agreements.  Form 10-K
    Other
    Commercial Commitments and Off-Balance Sheet
    Arrangements
  For information on
    these commitments and contingent obligations, see Note 21
    to the Consolidated Financial Statements in Part II,
    Item 8 of this
    Form 10-K
  Impact of
    Inflation
    Critical
    Accounting Policies and Estimates
   63




---



##### Table of Contents



Long-lived
    Assets
    
    significant under-performance relative to expected
    and/or
    historical results (negative comparable sales or cash flows for
    two consecutive years);
    significant negative industry or economic trends; or
    knowledge of transactions involving the sale of similar property
    at amounts below our carrying value.      
    management views profitability of the restaurants within the
    operating markets as a whole, based on cash flows generated by a
    portfolio of restaurants, rather than by individual restaurants
    and area managers receive incentives on this basis; and
    management does not evaluate individual restaurants to build,
    acquire or close independent of any analysis of other
    restaurants in these operating markets.     64




---



##### Table of Contents



Goodwill
    and Indefinite-lived Intangible Assets
  Burger
    King
        Accounting
    for Income Taxes
         65




---



##### Table of Contents



Insurance
    Reserves
      Stock-based
    Compensation
  Form 10-K.
  New
    Accounting Pronouncements Issued But Not Yet
    Adopted
  Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements, an amendment of ARB No. 51
  Accounting for Transfers of Financial
    Assets  an amendment of FASB Statement
    No. 140 Accounting for Transfers and
    Servicing of Financial Assets and
 66




---



##### Table of Contents



Extinguishments of Liabilities  a replacement of
    FASB Statement No. 125 Consolidation of
    Variable Interest Entities,
  Amendments to FASB Interpretation No. 46(R)
  The FASB Accounting Standards
    Codificationtm and the Hierarchy of Generally Accepted Accounting Principles
     a replacement of FASB Statement
    No. 162 tm
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk  Market
    Risk
    Currency
    Exchange Risk
     67




---



##### Table of Contents



Interest
    Rate Risk
      Commodity
    Price Risk
     68




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Managements Report on Internal Control Over
    Financial Reporting


70Reports of Independent Registered Public
    Accounting Firm


71Consolidated Balance Sheets as of June 30,
    2009 and 2008


73Consolidated Statements of Income for each of the
    years in the three-year period ended June 30, 2009


74Consolidated Statements of Stockholders
    Equity and Comprehensive Income for each of the years in the
    three-year period ended June 30, 2009


75Consolidated Statements of Cash Flows for each of
    the years in the three-year period ended June 30, 2009


76Notes to Consolidated Financial Statements


77  69




---



##### Table of Contents



Managements
    Report on Internal Control Over Financial
    Reporting      Internal
    Control  Integrated Framework
     70




---



##### Table of Contents



Report
    of Independent Registered Public Accounting Firm  
        Accounting for Uncertainty in Income Taxes Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans  an amendment of FASB
    Statements No. 87, 88, 106 and 132(R)
           71




---



##### Table of Contents



Report
    of Independent Registered Public Accounting Firm
     Internal
    Control  Integrated Framework Managements
    Report on Internal Control Over Financial Reporting.
        Internal Control  Integrated Framework
           72




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIESConsolidated Balance Sheets
  As of June 30,2009


2008(In millions, exceptshare data)ASSETSCurrent assets:Cash and cash equivalents

$
121.7


$
166.0Trade and notes receivable, net


130.0



139.3Prepaids and other current assets, net


86.4



53.5Deferred income taxes, net


32.5



45.2Total current assets


370.6



404.0Property and equipment, net


1,013.2



960.7Intangible assets, net


1,062.7



1,054.6Goodwill


26.4



26.6Net investment in property leased to franchisees


135.3



135.4Other assets, net


98.9



105.2Total assets

$
2,707.1


$
2,686.5LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts and drafts payable

$
127.0


$
129.5Accrued advertising


67.8



77.2Other accrued liabilities


220.0



241.9Current portion of long term debt and capital leases


67.5



7.4Total current liabilities


482.3



456.0Term debt, net of current portion


755.6



868.8Capital leases, net of current portion


65.8



71.2Other liabilities, net


354.5



360.4Deferred income taxes, net


74.1



85.6Total liabilities


1,732.3



1,842.0Commitments and Contingencies (Note 21)Stockholders equity:Preferred stock, $0.01 par value; 10,000,000 shares
    authorized; no shares issued or outstanding






Common stock, $0.01 par value; 300,000,000 shares
    authorized; 134,792,121 and 135,022,753 shares issued and
    outstanding at June 30, 2009 and 2008, respectively


1.4



1.4Restricted stock units






Additional paid-in capital


623.4



600.9Retained earnings


455.4



289.8Accumulated other comprehensive loss


(45.9
)


(8.4
)Treasury stock, at cost; 2,884,223 and 2,042,887 shares at
    June 30, 2009 and 2008, respectively


(59.5
)


(39.2
)Total stockholders equity


974.8



844.5Total liabilities and stockholders equity

$
2,707.1


$
2,686.5    73




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Consolidated
    Statements of Income
  Years Ended June 30,2009


2008


2007(In millions, exceptper share data)Revenues:Company restaurant revenues

$
1,880.5


$
1,795.9


$
1,658.0Franchise revenues


543.4



537.2



459.5Property revenues


113.5



121.6



116.2Total revenues


2,537.4



2,454.7



2,233.7Company restaurant expenses:Food, paper and product costs


603.7



564.3



499.3Payroll and employee benefits


582.2



534.7



492.1Occupancy and other operating costs


457.8



439.0



418.0Total Company restaurant expenses


1,643.7



1,538.0



1,409.4Selling, general and administrative expenses


490.4



499.5



473.5Property expenses


58.1



62.1



60.6Other operating (income) expenses, net (See Note 2)


5.8



0.9



(4.4
)Total operating costs and expenses


2,198.0



2,100.5



1,939.1Income from operations


339.4



354.2



294.6Interest expense


57.3



67.1



73.1Interest income


(2.7
)


(5.9
)


(6.1
)Total interest expense, net


54.6



61.2



67.0Loss on early extinguishment of debt










0.8Income before income taxes


284.8



293.0



226.8Income tax expense (See Note 2)


84.7



103.4



78.7Net income

$
200.1


$
189.6


$
148.1Earnings per share:Basic

$
1.48


$
1.40


$
1.11Diluted

$
1.46


$
1.38


$
1.08Weighted average shares outstanding:Basic


134.8



135.1



133.9Diluted


136.8



137.6



136.8Dividends per common share

$
0.25


$
0.25


$
0.13    74




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIESConsolidated Statements of Stockholders
    Equity and Comprehensive Income
  IssuedIssued


Common


Restricted


Additional





Accumulated OtherCommon


Stock


Stock


Paid-In


Retained


Comprehensive


TreasuryStock Shares


Amount


Units


Capital


Earnings


Income (Loss)


Stock


Total(In millions, except per share information)Balances at June 30, 2006


133.0


$
1.4


$
4.6


$
545.2


$
3.2


$
14.6


$
(2.2
)

$
566.8Stock option exercises


2.2











8.2















8.2Stock option tax benefits














13.5















13.5Stock-based compensation














4.9















4.9Treasury stock purchases


























(1.6
)


(1.6
)Issuance of shares upon settlement of restricted stock units










(1.8
)


1.8















Dividend paid on common shares ($0.13 per share)


















(16.9
)










(16.9
)Comprehensive income:Net income


















148.1











148.1Foreign currency translation adjustment






















(5.4
)






(5.4
)Cash flow hedges:Net change in fair value of derivatives, net of tax of
    $3.4 million






















(5.4
)






(5.4
)Amounts reclassified to earnings during the period from
    terminated swaps, net of tax of $1.5 million






















(2.5
)






(2.5
)Total Comprehensive income






























134.8Adjustment to initially apply SFAS No 158, net of tax of
    $3.7 million






















6.2







6.2Balances at June 30, 2007


135.2


$
1.4


$
2.8


$
573.6


$
134.4


$
7.5


$
(3.8
)

$
715.9Stock option exercises


1.2











3.8















3.8Stock option tax benefits














9.3















9.3Stock-based compensation














11.4















11.4Treasury stock purchases


(1.4
)






















(35.4
)


(35.4
)Issuance of shares upon settlement of restricted stock units










(2.8
)


2.8















Dividend paid on common shares ($0.25 per share)


















(34.2
)










(34.2
)Comprehensive income:Net income


















189.6











189.6Foreign currency translation adjustment






















(1.7
)






(1.7
)Cash flow hedges:Net change in fair value of derivatives, net of tax of
    $3.9 million






















(6.4
)






(6.4
)Amounts reclassified to earnings during the period from
    terminated swaps, net of tax of $1.1 million






















(1.3
)






(1.3
)Pension and post-retirement benefit plans, net of tax of
    $4.5 million






















(6.5
)






(6.5
)Total Comprehensive income






























173.7Balances at June 30, 2008


135.0


$
1.4


$



$
600.9


$
289.8


$
(8.4
)

$
(39.2
)

$
844.5Stock option exercises


0.6











3.0















3.0Stock option tax benefits














3.3















3.3Stock-based compensation














16.2















16.2Treasury stock purchases


(0.8
)






















(20.3
)


(20.3
)Dividend paid on common shares ($0.25 per share)


















(34.1
)










(34.1
)Comprehensive income:Net income


















200.1











200.1Foreign currency translation adjustment






















(6.0
)






(6.0
)Cash flow hedges:Net change in fair value of derivatives, net of tax of
    $10.6 million






















(16.8
)






(16.8
)Amounts reclassified to earnings during the period from
    terminated swaps, net of tax of $0.4 million






















(0.9
)






(0.9
)Pension and post-retirement benefit plans, net of tax of
    $9.2 million






















(13.8
)






(13.8
)Total Comprehensive income






























162.6Adjustment to adopt measurement provision under SFAS No
    158, net of tax of $0.2 million


















(0.4
)










(0.4
)Balances at June 30, 2009


134.8


$
1.4


$



$
623.4


$
455.4


$
(45.9
)

$
(59.5
)

$
974.8    75




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIESConsolidated Statements of Cash Flows
  Years Ended June 30,2009


2008


2007(In millions)Cash flows from operating activities:Net income

$
200.1


$
189.6


$
148.1Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


98.1



95.6



88.8Impairment of long-lived assets


0.5







Gain on hedging activities


(1.3
)


(2.0
)


(3.9
)Loss (gain) on remeasurement of foreign denominated transactions


50.1



(55.6
)


(26.2
)Gain on refranchisings and dispositions of assets


(11.0
)


(16.8
)


(11.4
)Bad debt expense net of recoveries


0.7



(2.7
)


(4.4
)Loss on early extinguishment of debt










1.3Stock-based compensation


16.2



11.4



4.9Deferred income taxes


12.1



20.3



13.6Changes in current assets and liabilities, excluding
    acquisitions and dispositions:Trade and notes receivable


2.1



(8.6
)


(13.2
)Prepaids and other current assets


(35.4
)


14.9



(16.7
)Accounts and drafts payable


3.3



20.8



5.0Accrued advertising


(7.7
)


11.1



14.4Other accrued liabilities


(20.8
)


(6.2
)


(101.4
)Other long-term assets and liabilities, net


3.8



(28.4
)


11.5Net cash provided by operating activities


310.8



243.4



110.4Cash flows from investing activities:Purchases of
    available-for-sale
    securities










(349.9
)Proceeds from sale of
    available-for-sale
    securities










349.9Payments for property and equipment


(204.0
)


(178.2
)


(87.3
)Proceeds from refranchisings, disposition of assets and
    restaurant closures


26.4



27.0



22.0Payments for acquired franchisee operations, net of cash acquired


(67.9
)


(54.2
)


(16.9
)Return of investment on direct financing leases


7.9



7.4



6.7Other investing activities


(4.4
)


(1.3
)


(1.9
)Net cash used for investing activities


(242.0
)


(199.3
)


(77.4
)Cash flows from financing activities:Repayments of term debt and capital leases


(7.4
)


(55.5
)


(130.8
)Borrowings under revolving credit facility and other


94.3



50.0



0.7Repayments of revolving credit facility


(144.3
)






Proceeds from stock option exercises


3.0



3.8



8.2Dividends paid on common stock


(34.1
)


(34.2
)


(16.9
)Excess tax benefits from stock-based compensation


3.3



9.3



13.5Repurchases of common stock


(20.3
)


(35.4
)


(1.6
)Net cash used for financing activities


(105.5
)


(62.0
)


(126.9
)Effect of exchange rates on cash and cash equivalents


(7.6
)


14.4



4.6Decrease in cash and cash equivalents


(44.3
)


(3.5
)


(89.3
)Cash and cash equivalents at beginning of year


166.0



169.5



258.8Cash and cash equivalents at end of year

$
121.7


$
166.0


$
169.5Supplemental cashflow disclosures:Interest paid(1)

$
56.0


$
64.6


$
61.0Income taxes paid(2)

$
112.3


$
73.5


$
150.6Non-cash investing and financing activities:Acquisition of property with capital lease obligations

$
2.2


$
9.3


$
8.0Net investment in direct financing leases

$
12.2


$
2.3


$
2.5     (1)
    
    Amount for the year ended
    June 30, 2007 is net of $13.0 million received upon
    termination of interest rate swaps.(2)
    
    Amount for the year ended
    June 30, 2007 includes $82.0 million in income taxes
    incurred, resulting from the realignment of the Companys
    European and Asian businesses.   76




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes
    to Consolidated Financial Statements
  Note 1.
    Description
    of Business and Organization  Description
    of Business
  Burger King
      Note 2.
    Summary
    of Significant Accounting Policies  Basis
    of Presentation and Consolidation
  Consolidation of Variable Interest Entities 
    an interpretation of ARB No. 51,
    Concentrations
    of Risk
      Use of
    Estimates
   77




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Foreign
    Currency Translation
    Foreign
    Currency Transaction Gain or Losses
    Cash
    and Cash Equivalents
    Auction
    Rate Securities Available for Sale
    Allowance
    for Doubtful Accounts
     78




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Inventories
  (first-in,
  Property
    and Equipment, net
    Leases
            Goodwill
    and Intangible Assets Not Subject to Amortization
  Burger King
  Disclosures About Segments of an Enterprise and Related
    Information.
 79




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Long-Lived
    Assets
  and/or
    
    management views profitability of the restaurants within the
    operating markets as a whole, based on cash flows generated by a
    portfolio of restaurants, rather than by individual restaurants,
    and area managers receive incentives on this basis; and
    the Company does not evaluate individual restaurants to build,
    acquire or close independent of an analysis of other restaurants
    in these operating markets.    Other
    Comprehensive Income (Loss)
   80




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Derivative
    Financial Instruments
  Accounting for Derivative
    Instruments and Hedging Activities,
    Disclosures
    About Fair Value of Financial Instruments
  Fair Value Measurements FAS 157-3, Determining the Fair Value of a Financial
    Asset When the Market for That Asset Is Not Active FAS 157-3), FAS 157-3
  FAS 157-2, Effective Date of FASB No. 157 Asset Retirement Obligations.
    Level 1
    Observable inputs that reflect quoted prices (unadjusted) for
    identical assets or liabilities in active marketsLevel 2
    Inputs other than quoted prices included in Level 1 that
    are observable for the asset or liability either directly or
    indirectlyLevel 3
    Unobservable inputs reflecting managements own assumptions
    about the inputs used in pricing the asset or liability 81




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
           Revenue
    Recognition
    Advertising
    and Promotional Costs
         82




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Income
    Taxes
  Accounting for Income Taxes.
    Accounting for Uncertainty
    in Income Taxes, an interpretation of FASB Statement
    No. 109
  Accounting for Income Taxes
  Earnings
    per Share
    Stock-based
    Compensation
  Share-Based Payment Accounting for Stock-Based
    Compensation,
 83




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Accounting for Stock Issued to
    Employees,
    Retirement
    Plans
        dollar-for-dollar
 84




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  No. 97-14, Accounting for Deferred Compensation Arrangements Where
    Amounts Earned Are Held in a Rabbi Trust and Invested.
      Note 3.
    Stock-based
    Compensation  Form S-1
   85




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
          Equity
    Incentive Plan and 2006 Omnibus Incentive Plan
        Section D, Certain Assumptions Used in Valuation
    Methods
 86




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
        Years Ended June 30,2009

2008

2007Risk-free interest rate

3.33%

4.40%

5.34%Expected term (in years)

6.25

6.25

6.25Expected volatility

31.80%

29.35%

33.01%Expected dividend yield

0.96%

1.07%

0.00%     Weighted AverageTotal


Weighted


Total


RemainingNumber of


Average


Intrinsic


Contractual TermOptions


Exercise Price


Value


(Yrs)(In 000s)





(In 000s)Options outstanding as of July 1, 2008


5,425.2


$
12.89


$
75,446.0



7.15Granted


1,234.1


$
25.99Pre-vest cancels


(166.5
)

$
19.71Exercised


(564.0
)

$
5.62Post-vest cancels


(2.8
)

$
22.42Options outstanding as of June 30, 2009


5,926.0


$
16.10


$
26,861.4



6.83Options exercisable as of June 30, 2009


2,866.7


$
10.37


$
22,749.0



5.62      87




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    WeightedAverageTotal


GrantNumber of


Date FairNonvested Shares


Value(In 000s)Nonvested shares outstanding as of July 1, 2008


1,305.5


$
18.74Granted


606.9


$
25.10Vested & settled


(55.9
)

$
19.61Pre-vest cancels


(88.1
)

$
20.69Nonvested shares outstanding as of June 30, 2009


1,768.4Nonvested shares unvested as of June 30, 2009


1,642.2         Note 4.
    Acquisitions,
    Closures and Dispositions  Acquisitions
  No. 04-1, Accounting for Pre-existing Relationships between
    parties to a Business Combination.
  Years Ended June 30,2009


2008


2007Number of restaurants acquired


87



83



64Prepaids and other current assets

$
1.0


$
1.0


$
0.9Property and equipment, net


14.6



13.3



10.2Goodwill and other intangible assets


55.7



47.5



11.7Assumed liabilities


(3.4
)


(7.6
)


(5.9
)Total purchase price

$
67.9


$
54.2


$
16.9   Closures
    and Dispositions
   88




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Years Ended June 30,2009


2008


2007Number of restaurant closures


19



29



24Number of refranchisings


51



38



15Net gain on restaurant closures, refranchisings and dispositions
    of assets

$
(8.5
)

$
(9.8
)

$
(4.7
)     Note 5.
    Franchise
    Revenues    Years Ended June 30,2009


2008


2007Franchise royalties

$
518.2


$
512.6


$
438.3Initial franchise fees


13.8



13.2



11.5Renewal franchise fees and other related fees


11.4



11.4



9.7Total

$
543.4


$
537.2


$
459.5   Note 6.
    Trade and
    Notes Receivable, Net    As of June 30,2009


2008Trade accounts receivable

$
146.3


$
157.4Notes receivable, current portion


5.5



4.9151.8



162.3Allowance for doubtful accounts


(21.8
)


(23.0
)Total, net

$
130.0


$
139.3     Years Ended June 30,2009


2008


2007Beginning balance

$
23.0


$
28.6


$
32.3Provision (recoveries) for doubtful accounts, net


0.7



(2.7
)


(4.4
)Write-offs


(1.9
)


(2.9
)


0.7Ending balance

$
21.8


$
23.0


$
28.6   Note 7.
    Prepaids
    and Other Current Assets, net   89




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Note 8.
    Property
    and Equipment, Net    As of June 30,2009


2008Land



$
390.3


$
388.5Buildings and improvements(1)

(up to 40 years)


697.1



634.2Machinery and equipment(2)

(up to 18 years)


293.8



279.4Furniture, fixtures, and other

(up to 10 years)


132.8



122.1Construction in progress




106.6



85.7$
1,620.6


$
1,509.9Accumulated depreciation and amortization(3)




(607.4
)


(549.2
)Property and equipment, net



$
1,013.2


$
960.7     (1)
    
    Buildings and improvements include assets under capital leases
    of $75.6 million and $79.4 million as of June 30,
    2009 and 2008, respectively.(2)
    
    Machinery and equipment include assets under capital leases of
    $1.8 million and $3.6 million as of June 30, 2009
    and 2008, respectively.(3)
    
    Accumulated depreciation related to capital leases totaled
    $34.1 million and $33.4 million as of June 30,
    2009 and 2008, respectively.      Note 9.
    Intangible
    Assets, Net and Goodwill  Burger King
 90




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    As of June 30,2009


2008Franchise agreements

up to 26 years

$
140.6


$
109.8Favorable leases

up to 20 years


48.8



35.8$
189.4


$
145.6Accumulated amortization




(31.8
)


(25.8
)Total, Net



$
157.6


$
119.8       Note 10.
    Earnings
    Per Share    Years Ended June 30,2009


2008


2007Numerator:Numerator for basic and diluted earnings per share:Net income

$
200.1


$
189.6


$
148.1Denominator:Weighted average shares  basic


134.8



135.1



133.9Effect of dilutive securities


2.0



2.5



2.9Weighted average shares  diluted


136.8



137.6



136.8Basic earnings per share

$
1.48


$
1.40


$
1.11Diluted earnings per share

$
1.46


$
1.38


$
1.08     Note 11.
    Other
    Accrued Liabilities and Other Liabilities     91




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
   Note 12.
    Long-Term
    Debt    As of June 30,2009


2008Term Loan A

$
150.0


$
152.5Term Loan B-1


666.2



666.2Revolving Credit Facility






50.0Other


2.1



2.4Total debt


818.3



871.1Less: current maturities of debt


(62.7
)


(2.3
)Total long-term debt

$
755.6


$
868.8              92




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
        PrincipalYear Ended June 30,

Amount2010

$
62.72011


87.72012


666.42013


0.22014


0.2Thereafter


1.1Total

$
818.3     Note 13.
    Fair
    Value Measurements and Derivative Instruments  Fair
    Value Measurements
    Disclosures
    about Derivative Instruments and Hedging
    Activities
  Disclosures about Derivative Instruments and Hedging
    Activities
  Accounting
    for Derivative Instruments and Hedging Activities
 93




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Interest
    Rate Swaps
      Foreign
    Currency Forward Contracts
    Credit
    Risk
      Credit-Risk
    Related Contingent Features
     94




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    As of June 30, 2009


Fair Value Measurements at June 30, 2009Carrying Value and Balance Sheet Location


Assets (Liabilities)Quoted Prices in


SignificantPrepaid and








Other


Active Markets


Other


SignificantOther





Other


Deferrals


for Identical


Observable


UnobservableCurrent


Other


Accrued


and


Instruments


Inputs


InputsDescription

Assets


Assets


Liabilities


Liabilities


(Level 1)


(Level 2)


(Level 3)Derivatives designated as cash flow hedging instruments:Interest rate swaps

$



$



$



$
(32.4
)

$



$
(32.4
)

$
Total

$



$



$



$
(32.4
)

$



$
(32.4
)

$
Derivatives not designated as hedging instruments:Foreign currency forward contracts (asset)

$
0.3


$



$



$



$



$
0.3


$
Foreign currency forward contracts (liability)

$



$



$
(20.3
)

$



$



$
(20.3
)

$
Total

$
0.3


$



$
(20.3
)

$



$



$
(20.0
)

$
Other investments:Other investments

$



$
17.9


$



$



$
17.9


$



$
Total

$



$
17.9


$



$



$
17.9


$



$
   Year Ended June 30, 2009Foreign CurrencyInterest Rate Swaps


Forward Contracts


TotalDerivatives designated as cash flow hedging instruments:Gain (loss) recognized in other comprehensive income (effective
    portion)

$
(39.2
)

$



$
(39.2
)Gain (loss) reclassified from AOCI into interest expense, net(a)

$
10.5


$



$
10.5Gain (loss) recognized in interest expense, net (ineffective
    portion)(b)

$



$



$
Derivatives not designated as hedging instruments:Gain (loss) recognized in other (income) expense, net

$



$
43.2


$
43.2     (a)
    
    Includes $1.3 million of gain for the year ended
    June 30, 2009 related to the terminated hedges.(b)
    
    For the year ended June 30, 2009, the Company determined
    that the amount of ineffectiveness from cash flow hedges was not
    material. 95




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
   Note 14.
    Interest
    Expense    Years Ended June 30,2009


2008


2007Term loans

$
47.2


$
56.4


$
63.3Capital lease obligations


10.1



10.7



9.8Total

$
57.3


$
67.1


$
73.1     Note 15.
    Income
    Taxes    Years Ended June 30,2009


2008


2007Domestic

$
241.4


$
245.1


$
220.4Foreign


43.4



47.9



6.4Income before income taxes

$
284.8


$
293.0


$
226.8     Years Ended June 30,2009


2008


2007Current:DomesticFederal

$
57.0


$
64.5


$
52.4State, net of federal income tax benefit


6.1



8.3



4.8Foreign


9.5



10.3



7.9$
72.6


$
83.1


$
65.1Deferred:DomesticFederal

$
9.1


$
9.8


$
11.5State, net of federal income tax benefit


6.2



1.3



0.6Foreign


(3.2
)


9.2



1.5$
12.1


$
20.3


$
13.6Total

$
84.7


$
103.4


$
78.7  96




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Years Ended June 30,2009


2008


2007U.S. Federal income tax rate


35.0
%


35.0
%


35.0
%State income taxes, net of federal income tax benefit


2.8



2.6



2.1Costs/(Benefits) and taxes related to foreign operations


(4.7
)


7.4



(1.5
)Foreign tax rate differential


(4.9
)


(5.3
)


(2.0
)Foreign exchange differential on tax benefits


0.7



(0.6
)


(0.5
)Change in valuation allowance


1.1



(3.1
)


3.1Change in accrual for tax uncertainties


(1.3
)


(0.1
)


(2.0
)Other


1.0



(0.6
)


0.5Effective income tax rate


29.7
%


35.3
%


34.7
%         Years Ended June 30,2009


2008


2007Income tax expense from continuing operations

$
84.7


$
103.4


$
78.7Interest rate swaps in accumulatedother comprehensive income (loss)


(11.0
)


(5.0
)


(4.9
)Pension liability in accumulatedother comprehensive income (loss)


(9.4
)


(4.5
)


3.7Adjustments to deferred income taxes related to Brand


(0.2
)


(2.4
)


Adjustments to the valuation allowancerelated to Brand


(0.3
)


(6.5
)


(2.5
)Stock option tax benefit in additional paid-in capital


(3.3
)


(9.3
)


(13.5
)$
60.5


$
75.7


$
61.5  97




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Years Ended June 30,2009


2008


2007Deferred income tax expense (exclusive of the effects of
    components listed below)

$
3.2


$
20.3


$
8.4Change in valuation allowance, net of amounts allocated as
    adjustments to purchase accounting


3.0



(7.1
)


5.0Change in effective state income tax rate


4.5







(1.9
)Change in effective foreign income tax rate


1.4



7.1



2.1Total

$
12.1


$
20.3


$
13.6     As of June 30,2009


2008Deferred tax assets:Trade and notes receivable, principally due to allowance for
    doubtful accounts

$
12.7


$
16.0Accrued employee benefits


49.6



44.4Unfavorable leases


71.9



81.5Liabilities not currently deductible for tax


52.7



51.8Tax loss and credit carryforwards


111.3



88.3Property and equipment, principally due to differences in
    depreciation


61.6



72.2Other


3.4



0.9Total gross deferred tax assets


363.2



355.1Valuation allowance


(78.7
)


(87.9
)Net deferred tax assets


284.5



267.2Less deferred tax liabilities:Intangible assets


237.3



226.4Leases


55.1



47.0Total gross deferred tax liabilities


292.4



273.4Net deferred tax liability

$
7.9


$
6.2    98




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Years Ended June 30,2009


2008


2007Beginning balance

$
87.9


$
97.8


$
88.7Change in estimates recorded to deferred income tax expense


3.0



(7.1
)


5.0Change in estimates in valuation allowance recorded to
    intangible assets


(0.3
)


(6.5
)


(2.5
)Changes from foreign currency exchange rates


(11.9
)


4.6



6.6Other






(0.9
)


Ending balance

$
78.7


$
87.9


$
97.8           As of June 30,2009


2008Beginning balance

$
22.6


$
22.0Additions on tax position related to the current year


6.3



3.7Additions for tax positions of prior years


2.0



2.1Reductions for tax positions of prior years


(9.1
)


(4.1
)Reductions for settlements


(0.3
)


Reductions due to statute expiration


(2.0
)


(1.1
)Ending balance

$
19.5


$
22.6      99




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Note 16.
    Related
    Party Transactions      Note 17.
    Leases      As of June 30,2009


2008Land

$
195.8


$
200.9Buildings and improvements


114.0



95.4Restaurant equipment


5.1



11.7$
314.9


$
308.0Accumulated depreciation


(40.9
)


(34.9
)$
274.0


$
273.1  100




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    As of June 30,2009


2008Future minimum rents to be received

$
306.4


$
306.3Estimated unguaranteed residual value


4.0



3.9Unearned income


(166.2
)


(166.1
)Allowance on direct financing leases


(0.2
)


(0.5
)$
144.0


$
143.6Current portion included within trade receivables


(8.7
)


(8.2
)Net investment in property leased to franchisees

$
135.3


$
135.4       Lease ReceiptsDirect





Lease CommitmentsFinancing


Operating


Capital


OperatingLeases


Leases


Leases


Leases2010

$
29.2


$
69.9


$
(14.4
)

$
(167.1
)2011


28.7



65.4



(14.5
)


(156.6
)2012


27.5



60.4



(14.1
)


(147.5
)2013


26.9



57.1



(14.0
)


(140.8
)2014


25.9



52.3



(14.0
)


(182.5
)Thereafter


168.2



346.0



(67.1
)


(833.5
)Total

$
306.4


$
651.1


$
(138.1
)

$
(1,628.0
)    101




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Years Ended June 30,2009


2008


2007Rental income:Minimum

$
69.9


$
78.9


$
76.1Contingent


20.6



20.7



16.2Total rental income


90.5



99.6



92.3Earned income on direct financing leases


23.0



22.0



23.9Total property revenues

$
113.5


$
121.6


$
116.2     Years Ended June 30,2009


2008


2007Rental expense:Minimum

$
166.5


$
150.2


$
154.7Contingent


7.7



7.4



7.3Amortization of favorable and unfavorable leases contracts, net


(18.2
)


(24.2
)


(24.6
)Total rental expense

$
156.0


$
133.4


$
137.4          102




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
   Note 18.
    Stockholders
    Equity  Dividends
    Paid
    Accumulated
    Other Comprehensive Income (Loss)
    AccumulatedForeign


OtherCurrency


ComprehensiveDerivatives


Pensions


Translation


Income (loss)Balance at June 30, 2006

$
(15.5
)

$
1.7


$
(0.8
)

$
(14.6
)Translation Adjustments










5.4



5.4Net change in fair value of derivatives, net of tax of
    $3.4 million


5.4











5.4Amounts reclassified into earnings from terminated swaps, net of
    tax of $1.5 million


2.5











2.5Adjustment to initially apply SFAS 158, net of tax of
    $3.7 million






(6.2
)






(6.2
)Balance at June 30, 2007


(7.6
)


(4.5
)


4.6



(7.5
)Translation Adjustments










1.7



1.7Net change in fair value of derivatives, net of tax of
    $3.9 million


6.4











6.4Amounts reclassified into earnings from terminated swaps, net of
    tax of $1.1 million


1.3











1.3Pension and post-retirement benefit plans, net of tax of
    $4.5 million






6.5







6.5Balance at June 30, 2008


0.1



2.0



6.3



8.4Translation Adjustments










6.0



6.0Net change in fair value of derivatives, net of tax of
    $10.6 million


16.8











16.8Amounts reclassified into earnings from terminated swaps, net of
    tax of $0.4 million


0.9











0.9Pension and post-retirement benefit plans, net of tax of
    $9.2 million






13.8







13.8Balance at June 30, 2009

$
17.8


$
15.8


$
12.3


$
45.9   Note 19.
    Pension
    and Post Retirement Medical Benefits  Pension
    Benefits
   103




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
   Postretirement
    Medical Benefits
      Obligations
    and Funded Status
    U.S.


International


U.S.Pension Plans


Pension Plans


Medical Plan2009


2008


2009


2008


2009


2008Change in benefit obligationBenefit obligation at beginning of year

$
147.8


$
145.9


$
27.0


$
20.4


$
22.3


$
21.9Service cost










2.1



1.6



0.6



0.5Interest cost


11.0



8.7



1.6



1.2



1.7



1.3Actuarial (gains) losses


(6.4
)


(2.2
)


(3.3
)


0.9



(1.8
)


(0.9
)Employee Contributions










0.3



0.2







Part D Rx Subsidy Received


















0.1



Foreign currency exchange rate changes










(4.1
)


1.5







Benefits paid


(6.4
)


(4.6
)






(0.1
)


(0.8
)


(0.5
)Benefit obligation at end of year

$
146.0


$
147.8


$
23.6


$
25.7


$
22.1


$
22.3Change in plan assetsFair value of plan assets at beginning of year

$
99.0


$
101.3


$
20.8


$
18.5


$



$
Actual return on plan assets


(19.5
)


(2.9
)


1.2



1.3







Employer contributions


24.8



5.2



0.9



1.1







Employee Contributions










0.3



0.2







Actuarial gain/loss










(3.5
)


(1.4
)






Benefits paid


(6.4
)


(4.6
)


0.1











Foreign currency exchange rate changes










(3.2
)










Fair value of plan assets at end of year

$
97.9


$
99.0


$
16.6


$
19.7


$



$
Funded status of plan

$
(48.1
)

$
(48.8
)

$
(7.0
)

$
(6.0
)

$
(22.1
)

$
(22.3
) 104




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  U.S.


International


U.S.Pension Plans


Pension Plans


Medical Plan2009


2008


2009


2008


2009


2008Amounts recognized in the consolidated balance sheet as of
    June 30, 2009Current liabilities

$
(1.0
)

$
(1.0
)

$
(0.1
)

$



$
(1.0
)

$
(0.9
)Noncurrent liabilities


(47.1
)


(47.8
)


(6.9
)


(6.0
)


(21.1
)


(21.4
)Net pension liability, end of fiscal year

$
(48.1
)

$
(48.8
)

$
(7.0
)

$
(6.0
)

$
(22.1
)

$
(22.3
)Amounts recognized in accumulated other comprehensive income
    (AOCI)Unrecognized actuarial loss (gain)

$
31.2


$
7.1


$
(1.3
)

$
(1.1
)

$
(5.4
)

$
(3.9
)Total AOCI (before tax)

$
31.2


$
7.1


$
(1.3
)

$
(1.1
)

$
(5.4
)

$
(3.9
)     Additional
    year-end information for the U.S. Pension Plans, International
    Pension Plans and U.S. Medical Plan with accumulated benefit
    obligations in excess of plan assets
    U.S.


International


U.S.Pension Plans


Pension Plans


Medical Plan2009


2008


2009


2008


2009


2008Projected benefit obligation

$
146.0


$
147.8


$
7.3


$
5.8


$
22.1


$
22.3Accumulated benefit obligation

$
146.0


$
147.8


$
6.4


$
5.1


$
22.1


$
22.3Fair value of plan assets

$
97.9


$
99.0


$
1.3


$



$



$
     Components
    of Net Periodic Benefit Cost
    International


U.S. MedicalU.S. Pension Plans


Pension Plans


Plans2009


2008


2007


2009


2008


2007


2009


2008


2007Service cost

$



$



$



$
1.3


$
1.6


$
1.8


$
0.5


$
0.5


$
0.6Interest cost


8.8



8.7



7.6



0.8



1.2



1.0



1.3



1.3



1.3Expected return on plan assets


(8.8
)


(8.2
)


(7.7
)


(0.5
)


(1.3
)


(1.1
)










Recognized net actuarial (gain) loss


























(0.2
)






Amortization of prior service cost


















(0.3
)














Net periodic benefit cost

$



$
0.5


$
(0.1
)

$
1.6


$
1.2


$
1.7


$
1.6


$
1.8


$
1.9  105




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Other
    Changes in Plan Assets and Projected Benefit Obligation
    Recognized in Other Comprehensive Income
  International


U.S. MedicalU.S. Pension Plans


Pension Plans


Plan2009


2008


2009


2008


2009


2008Unrecognized actuarial (gain) loss

$
24.1


$
8.4


$
0.4


$
4.0


$
(1.5
)

$
(0.8
)Total recognized in OCI

$
24.1


$
8.4


$
0.4


$
4.0


$
(1.5
)

$
(0.8
)   Assumptions
    International


U.S. MedicalU.S. Pension Plans


Pension Plans


Plan2009


2008


2007


2009


2008


2007


2009


2008


2007Discount rate as of year-end


6.37
%


6.10
%


6.07
%


6.00
%


6.10
%


5.64
%


6.37
%


6.10
%


6.07
%Range of compensation rate increase


N/A
*


N/A
*


N/A
*


3.53
%


4.15
%


3.60
%


N/A



N/A



N/A     *
    
    The Company curtailed the U.S Pension Plans during the year
    ended June 30, 2006.      International


U.S. MedicalU.S. Pension Plans


Pension Plans


Plan2009


2008


2007


2009


2008


2007


2009


2008


2007Discount rate


6.10
%


6.07
%


6.09
%


5.82
%


5.39
%


5.08
%


6.10
%


6.07
%


6.09
%Range of compensation rate increase


N/A
*


N/A
*


N/A
*


3.88
%


3.61
%


4.18
%


N/A



N/A



N/AExpected long-term rate of return on plan assets


8.25
%


8.25
%


8.25
%


6.51
%


7.00
%


6.70
%


N/A



N/A



N/A   
  *
    
    The Company curtailed the U.S Pension Plans during the year
    ended June 30, 2006.      Years Ended June 30,2009


2008


2007Healthcare cost trend rate assumed for next year


8.50
%


9.00
%


10.00
%Rate to which the cost trend rate is assumed to decline (the
    ultimate trend rate)


5.00
%


5.00
%


5.00
%Year that the rate reaches the ultimate trend rate


2016



2016



2016    106




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Plan
    Assets
      U.S.


InternationalPension Plans


Pension Plans2009


2008


2009


2008Equity securities


48
%


70
%


65
%


71
%Debt securities


52
%


30
%


35
%


29
%100
%


100
%


100
%


100
%     Estimated
    Future Cash Flows
      U.S.


International


U.S.Pension Plans


Pension Plans


Medical Plan*Estimated Net Contributions During Fiscal 2010:

$
4.9


$
0.4


$
1.0Estimated Future Year Benefit Payments During Years Ended
    June 30,:2010

$
5.8


$
0.2


$
1.02011

$
5.9


$
0.2


$
1.22012

$
6.2


$
0.2


$
1.32013

$
6.5


$
0.2


$
1.52014

$
6.9


$
0.3


$
1.62015 - 2019

$
44.3


$
2.2


$
9.7   
  *
    
    Net of Part D Subsidy 107




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
   Note 20.
    Other
    Operating (Income) Expenses, Net    Years Ended June 30,2009


2008


2007Net gains on refranchisings, dispositions of assets and
    restaurant closures

$
(8.5
)

$
(9.8
)

$
(4.7
)Impairment of fixed assets


0.5







Litigation settlements and accruals


3.2



1.1



1.7Other, net


10.6



9.6



(1.4
)Other operating (income) expenses, net

$
5.8


$
0.9


$
(4.4
)         Note 21.
    Commitments
    and Contingencies  Franchisee
    Restructuring Program
    10-year
   108




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Guarantees
      Letters
    of Credit
      Vendor
    Relationships
  Coca-Cola ® Coca-Cola
      Litigation
   109




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Burger King
  Coca-Cola Burger King Burger King
    Other
    Note 22.
    Segment
    Reporting     110




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Years Ended June 30,2009


2008


2007Revenues:United States and Canada

$
1,743.0


$
1,578.5


$
1,450.9EMEA/APAC


687.4



760.8



681.3Latin America


107.0



115.4



101.5Total revenues

$
2,537.4


$
2,454.7


$
2,233.7     Years Ended June 30,2009


2008


2007Income from Operations:United States and Canada

$
341.8


$
348.2


$
339.4EMEA/APAC


83.6



91.8



53.9Latin America


37.8



41.4



35.2Unallocated


(123.8
)


(127.2
)


(133.9
)Total income from operations


339.4



354.2



294.6Interest expense, net


54.6



61.2



67.0Loss on early extinguishment of debt










0.8Income before income taxes


284.8



293.0



226.8Income tax expense


84.7



103.4



78.7Net income

$
200.1


$
189.6


$
148.1   Years Ended June 30,2009


2008


2007Depreciation and Amortization:United States and Canada

$
63.4


$
64.0


$
61.0EMEA/APAC


15.7



14.1



12.5Latin America


5.6



4.5



4.2Unallocated


13.4



13.0



11.1Total depreciation and amortization

$
98.1


$
95.6


$
88.8   111




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  As of June 30,2009


2008Assets:United States and Canada

$
2,004.3


$
1,925.6EMEA/APAC


598.2



660.1Latin America


59.5



67.1Unallocated


45.1



33.7Total assets

$
2,707.1


$
2,686.5   As of June 30,2009


2008Long-Lived Assets:United States and Canada

$
945.0


$
886.3EMEA/APAC


121.3



131.3Latin America


37.1



44.8Unallocated


45.1



33.7Total long-lived assets

$
1,148.5


$
1,096.1     Years Ended June 30,2009


2008


2007Capital Expenditures:United States and Canada

$
146.9


$
121.9


$
41.4EMEA/APAC


30.7



28.6



24.8Latin America


7.6



9.4



7.7Unallocated


18.8



18.3



13.4Total capital expenditures

$
204.0


$
178.2


$
87.3     Note 23.
    Quarterly
    Financial Data (Unaudited)    Quarters EndedSeptember 30, 2008


December 31, 2008


March 31, 2009


June 30, 2009Revenue

$
673.5


$
634.1


$
599.9


$
629.9Operating income

$
89.9


$
86.2


$
75.6


$
87.7Net income

$
49.8


$
44.3


$
47.1


$
58.9Basic earnings per share

$
0.37


$
0.33


$
0.35


$
0.44Diluted earnings per share

$
0.36


$
0.33


$
0.34


$
0.43   112




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Quarters EndedSeptember 30, 2007


December 31, 2007


March 31, 2008


June 30, 2008Revenue

$
602.0


$
612.6


$
594.4


$
645.7Operating income

$
95.9


$
95.1


$
81.0


$
82.2Net income

$
48.5


$
49.1


$
41.4


$
50.6Basic earnings per share

$
0.36


$
0.36


$
0.30


$
0.38Diluted earnings per share

$
0.35


$
0.36


$
0.30


$
0.37     Note 24.
    Subsequent
    Event   113




---



##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
    Internal
    Control Over Financial Reporting
    Managements
    Report on Internal Control Over Financial Reporting
  Form 10-K.
 114




---



##### Table of Contents



Part III Item 10.
    Directors,
    Executive Officers and Corporate Governance    Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accounting Fees and Services   Part IV  Item 15.
    Exhibits
    and Financial Statement Schedules  (1)
    All
    Financial Statements  Form 10-K.
  (2)
    Financial
    Statement Schedules    (3)
    Exhibits    ExhibitNumber

Description

Where Found3
.1

Amended and Restated Certificate of Incorporation of Burger King
    Holdings, Inc.

Incorporated herein by reference to the Burger King Holdings,
    Inc. Annual Report on Form 10-K dated August 31, 20063
.2

Amended and Restated Bylaws, effective as of the date of the
    Companys 2009 Annual Meeting of Stockholders

Incorporated herein by reference to the Burger King Holdings,
    Inc.  Current Report on Form 8-K dated June 3, 2009.4
.1

Form of Common Stock Certificate

Incorporated herein by reference to the Burger King Holdings,
    Inc. Registration Statement on Form S-1 (File No. 333-131897)10
.1

Amended and Restated Credit Agreement, dated February 15,
    2006, among Burger King Corporation, Burger King Holdings, Inc.,
    the lenders party thereto, JPMorgan Chase Bank, N.A., as
    administrative agent, Citicorp North America, Inc., as
    syndication agent, and Bank of America, N.A., RBC Capital
    Markets and Wachovia Bank, National Association, as
    documentation agents

Incorporated herein by reference to the Burger King Holdings,
    Inc. Registration Statement on Form S-1 (File No. 333-131897) 115




---



##### Table of Contents



ExhibitNumber

Description

Where Found10
.2

Form of Amended and Restated Shareholders Agreement by and
    among Burger King Holdings, Inc., Burger King Corporation, TPG
    BK Holdco LLC, GS Capital Partners 2000, L.P., GS Capital
    Partners 2000 Offshore, L.P., GS Capital Partners 2000
    GmbH & Co. Beteiligungs KG, GS Capital Partners 2000
    Employee Fund, L.P., Bridge Street Special Opportunities
    Fund 2000, L.P., Stone Street Fund 2000, L.P., Goldman
    Sachs Direct Investment Fund 2000, L.P., GS Private Equity
    Partners 2000, L.P., GS Private Equity Partners 2000 Offshore
    Holdings, L.P., GS Private Equity Partners
    2000-Direct
    Investment Fund, L.P., Bain Capital Integral Investors, LLC,
    Bain Capital VII Coinvestment Fund, LLC and BCIP TCV, LLC

Incorporated herein by reference to the Burger King Holdings,
    Inc. Registration Statement on Form S-1 (File No. 333-131897)10
.3

Form of Management Subscription and Shareholders Agreement
    among Burger King Holdings, Inc., Burger King Corporation and
    its officers

Incorporated herein by reference to the Burger King Holdings,
    Inc. Registration Statement on Form S-1 (File No. 333-131897)10
.4

Form of Board Member Subscription and Shareholders
    Agreement among Burger King Holdings, Inc., Burger King
    Corporation and its directors

Incorporated herein by reference to the Burger King Holdings,
    Inc. Registration Statement on Form S-1 (File No. 333-131897)10
.5

Amendment to the Management Subscription and Shareholders
    Agreement among Burger King Holdings, Inc., Burger King
    Corporation and John W. Chidsey

Incorporated herein by reference to the Burger King Holdings,
    Inc. Registration Statement on Form S-1 (File No. 333-131897)10
.6

Management Subscription and Shareholders Agreement among
    Burger King Holdings, Inc., Burger King Corporation and Gregory
    D. Brenneman

Incorporated herein by reference to the Burger King Holdings,
    Inc. Registration Statement on Form S-1 (File No. 333-131897)10
.7

Management Agreement, dated December 13, 2002, among Burger
    King Corporation, Bain Capital Partners, LLC, Bain Capital
    Integral Investors, LLC, Bain Capital VII Coinvestment Fund,
    LLC, BCIP TCV, LLC, Goldman, Sachs & Co., Goldman
    Sachs Capital Partners 2000, L.P., GS Capital Partners 2000
    Offshore, L.P., GS Capital Partners 2000 GmbH & Co.
    Beteiligungs KG, GS Capital Partners 2000 Employee Fund, L.P.,
    Bridge Street Special Opportunities Fund 2000, L.P., Stone
    Street Fund 2000, L.P., Goldman Sachs Direct Investment
    Fund 2000, L.P., GS Private Equity Partners 2000, L.P., GS
    Private Equity Partners 2000 Offshore Holdings, L.P., GS Private
    Equity Partners 2000  Direct Investment Fund, L.P.,
    TPG GenPar III, L.P. and TPG BK Holdco LLC

Incorporated herein by reference to the Burger King Holdings,
    Inc. Registration Statement on Form S-1 (File No. 333-131897) 116




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##### Table of Contents



ExhibitNumber

Description

Where Found10
.8

Letter Agreement Terminating the Management Agreement, dated as
    of February 3, 2006, among Burger King Corporation, Bain
    Capital Partners, LLC, Bain Capital Integral Investors, LLC,
    Bain Capital VII Coinvestment Fund, LLC, BCIP TCV, LLC, Goldman,
    Sachs & Co., Goldman Sachs Capital Partners 2000,
    L.P., GS Capital Partners 2000 Offshore, L.P., GS Capital
    Partners 2000 GmbH & Co. Beteiligungs KG, GS Capital
    Partners 2000 Employee Fund, L.P., Bridge Street Special
    Opportunities Fund 2000, L.P., GS Private Equity Partners
    2000, L.P., GS Private Equity Partners 2000 Offshore Holdings,
    L.P., GS Private Equity Partners 2000  Direct
    Investment Fund, L.P., TPG GenPar III, L.P. and TPG BK Holdco LLC

Incorporated herein by reference to the Burger King Holdings,
    Inc. Registration Statement on Form S-1 (File No. 333-131897)10
.9

Lease Agreement, dated as of May 10, 2005, between CM
    Lejeune, Inc. and Burger King Corporation

Incorporated herein by reference to the Burger King Holdings,
    Inc. Registration Statement on Form S-1 (File No. 333-131897)10
.10

Burger King Holdings, Inc. Equity Incentive Plan

Incorporated herein by reference to the Burger King Holdings,
    Inc. Registration Statement on Form S-1 (File No. 333-131897)10
.11

Burger King Holdings, Inc. 2006 Omnibus Incentive Plan

Incorporated herein by reference to the Burger King Holdings,
    Inc. Registration Statement on Form S-1 (File No. 333-131897)10
.12

Burger King Corporation Fiscal Year 2006 Executive Team
    Restaurant Support Incentive Plan

Incorporated herein by reference to the Burger King Holdings,
    Inc. Registration Statement on Form S-1 (File No. 333-131897)10
.13

Form of Management Restricted Unit Agreement

Incorporated herein by reference to the Burger King Holdings,
    Inc. Registration Statement on Form S-1 (File No. 333-131897)10
.14

Form of Amendment to Management Restricted Unit Agreement

Incorporated herein by reference to the Burger King Holdings,
    Inc. Registration Statement on Form S-1 (File No. 333-131897)10
.15

Management Restricted Unit Agreement among John W. Chidsey,
    Burger King Holdings, Inc. and Burger King Corporation, dated as
    of October 8, 2004

Incorporated herein by reference to the Burger King Holdings,
    Inc. Registration Statement on Form S-1 (File No. 333-131897)10
.16

Special Management Restricted Unit Agreement among Peter C.
    Smith, Burger King Holdings, Inc. and Burger King Corporation,
    dated as of December 1, 2003

Incorporated herein by reference to the Burger King Holdings,
    Inc. Registration Statement on Form S-1 (File No. 333-131897)10
.17

Form of 2003 Management Stock Option Agreement

Incorporated herein by reference to the Burger King Holdings,
    Inc. Registration Statement on Form S-1 (File No. 333-131897)10
.18

Form of 2005 Management Stock Option Agreement

Incorporated herein by reference to the Burger King Holdings,
    Inc. Registration Statement on Form S-1 (File No. 333-131897)10
.19

Form of Board Member Stock Option Agreement

Incorporated herein by reference to the Burger King Holdings,
    Inc. Registration Statement on Form S-1 (File No. 333-131897) 117




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##### Table of Contents



ExhibitNumber

Description

Where Found10
.20

Form of Special Management Stock Option Agreement among John W.
    Chidsey, Burger King Holdings, Inc. and Burger King Corporation

Incorporated herein by reference to the Burger King Holdings,
    Inc. Registration Statement on Form S-1 (File No. 333-131897)10
.21

Management Stock Option Agreement among Gregory D. Brenneman,
    Burger King Holdings, Inc. and Burger King Corporation, dated as
    of August 1, 2004

Incorporated herein by reference to the Burger King Holdings,
    Inc. Registration Statement on Form S-1 (File No. 333-131897)10
.22

Stock Option Agreement among Armando Codina, Burger King
    Holdings, Inc. and Burger King Corporation, dated as of
    February 14, 2006

Incorporated herein by reference to the Burger King Holdings,
    Inc. Registration Statement on Form S-1 (File No. 333-131897)10
.23

Employment Agreement between John W. Chidsey and Burger King
    Corporation, dated as of April 7, 2006

Incorporated herein by reference to the Burger King Holdings,
    Inc. Registration Statement on Form S-1 (File No. 333-131897)10
.24

Employment Agreement between Russell B. Klein and Burger King
    Corporation, dated as of April 20, 2006

Incorporated herein by reference to the Burger King Holdings,
    Inc. Registration Statement on Form S-1 (File No. 333-131897)10
.25

Employment Agreement between Ben K. Wells, and Burger King
    Corporation, dated as of April 7, 2006

Incorporated herein by reference to the Burger King Holdings,
    Inc. Registration Statement on Form S-1 (File No. 333-131897)10
.26

Employment Agreement between James F. Hyatt and Burger King
    Corporation, dated as of April 20, 2006

Incorporated herein by reference to the Burger King Holdings,
    Inc. Registration Statement on Form S-1 (File No. 333-131897)10
.27

Employment Agreement between Peter C. Smith and Burger King
    Corporation, dated as of April 20, 2006

Incorporated herein by reference to the Burger King Holdings,
    Inc. Registration Statement on Form S-1 (File No. 333-131897)10
.28

Separation and Consulting Services Agreement between Gregory D.
    Brenneman and Burger King Corporation, dated as of April 6,
    2006

Incorporated herein by reference to the Burger King Holdings,
    Inc. Registration Statement on Form S-1 (File No. 333-131897)10
.29

Separation Agreement between Bradley Blum and Burger King
    Corporation, dated as of July 30, 2004

Incorporated herein by reference to the Burger King Holdings,
    Inc. Registration Statement on Form S-1 (File No. 333-131897)10
.30

Restricted Stock Unit Award Agreement between Burger King
    Holdings, Inc. and John W. Chidsey, dated as of May 2006

Incorporated herein by reference to the Burger King Holdings,
    Inc. Registration Statement on Form S-1 (File No. 333-131897)10
.31

Form of Restricted Stock Unit Award Agreement under the Burger
    King Holdings, Inc. 2006 Omnibus Incentive Plan

Incorporated herein by reference to the Burger King Holdings,
    Inc. Registration Statement on Form S-1 (File No. 333-131897)10
.32

Form of Restricted Stock Unit Award Agreement under the Burger
    King Holdings, Inc. 2006 Equity Incentive Plan

Incorporated herein by reference to the Burger King Holdings,
    Inc. Registration Statement on Form S-1 (File No. 333-131897)10
.33

Form of Option Award Agreement under the Burger King Holdings,
    Inc. 2006 Omnibus Incentive Plan

Incorporated herein by reference to the Burger King Holdings,
    Inc. Registration Statement on Form S-1 (File No. 333-131897)10
.34

Form of Option Award Agreement under the Burger King Holdings,
    Inc. Equity Incentive Plan

Incorporated herein by reference to the Burger King Holdings,
    Inc. Registration Statement on Form S-1 (File No. 333-131897)10
.35

Form of Performance Award Agreement under the Burger King
    Holdings, Inc. 2006 Omnibus Incentive Plan

Incorporated herein by reference to the Burger King Holdings,
    Inc. Current Report on Form 8-K dated August 14, 2006 118




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##### Table of Contents



ExhibitNumber

Description

Where Found10
.36

Form of Retainer Stock Award Agreement for Directors under the
    Burger King Holdings, Inc. 2006 Omnibus Incentive Plan

Incorporated herein by reference to the Burger King Holdings,
    Inc. Current Report on Form 8-K dated August 14, 200610
.37

Form of Annual Deferred Stock Award Agreement for Directors
    under the Burger King Holdings, Inc. 2006 Omnibus Incentive Plan

Incorporated herein by reference to the Burger King Holdings,
    Inc. Current Report on Form 8-K dated August 14, 200610
.38

Employment Agreement between Anne Chwat and Burger King
    Corporation dated as of April 20, 2006

Incorporated herein by reference to the Burger King Holdings,
    Inc. Quarterly Report on Form 10-Q dated February 2, 200710
.39

Agreement of Termination and Cancellation of Lease

Incorporated herein by reference to the Burger King Holdings,
    Inc. Current Report on Form 8-K dated May 9, 200710
.40

Burger King Savings Plan, including all amendments thereto

Incorporated herein by reference to the Burger King Holdings,
    Inc. Registration Statement on Form S-8 (File No. 333-144592)10
.41

Letter Agreement between Ben K. Wells and Burger King
    Corporation dated July 12, 2007 amending the Employment
    Agreement between Ben K. Wells and Burger King Corporation dated
    April 7, 2006

Incorporated herein by reference to the Burger King Holdings,
    Inc. Annual Report on Form 10-K dated September 7, 200710
.42

Employment Agreement between Charles M. Fallon, Jr. and Burger
    King Corporation dated June 6, 2006

Incorporated herein by reference to the Burger King Holdings,
    Inc. Current Report on Form 8-K dated October 26, 200710
.43

Employment Agreement between Peter Tan and Burger King Asia
    Pacific, Inc. dated November 14, 2005

Incorporated herein by reference to the Burger King Holdings,
    Inc. Current Report on Form 8-K dated October 26, 200710
.44

Form of Performance Award Agreement for Restricted Stock Units

Incorporated herein by reference to the Burger King Holdings,
    Inc. Current Report on Form 8-K dated October 26, 200710
.45

Option Award Agreement between Burger King Holdings, Inc. and
    Charles M. Fallon, Jr. dated June 6, 2006

Incorporated herein by reference to the Burger King Holdings,
    Inc. Quarterly Report on Form 10-Q dated February 5, 200810
.46

Option Award Agreement between Burger King Holdings, Inc. and
    Charles M. Fallon, Jr. dated June 6, 2006

Incorporated herein by reference to the Burger King Holdings,
    Inc. Quarterly Report on Form 10-Q dated February 5, 200810
.47

Form of Restricted Stock Unit Agreement under Burger King
    Holdings, Inc. 2006 Omnibus Incentive Plan

Incorporated herein by reference to the Burger King Holdings,
    Inc. Quarterly Report on Form 10-Q dated May 5, 200810
.48

Employment Agreement between BK AsiaPac, Pte.Ltd. and Peter Tan
    dated March 5, 2008

Incorporated herein by reference to the Burger King Holdings,
    Inc. Quarterly Report on Form 10-Q dated May 5, 200810
.49

Employment Agreement dated August 22, 2006 between Peter
    Robinson and Burger King Corporation

Incorporated herein by reference to the Burger King Holdings,
    Inc. Current Report on Form 8-K dated November 5, 200810
.50

Assignment Letter dated August 22, 2006 among Peter
    Robinson, Burger King Corporation and Burger King Europe GmbH

Incorporated herein by reference to the Burger King Holdings,
    Inc. Current Report on Form 8-K dated November 5, 200810
.51

Amended and Restated Employment Agreement between John W.
    Chidsey and Burger King Corporation dated December 16, 2008

Attached 119




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##### Table of Contents



ExhibitNumber

Description

Where Found10
.52

Amended and Restated Employment Agreement between Charles M.
    Fallon and Burger King Corporation dated December 8, 2008

Attached10
.53

Amended and Restated Employment Agreement between Russell B.
    Klein and Burger King Corporation dated December 8, 2008

Attached10
.54

Amended and Restated Employment Agreement between Ben K. Wells
    and Burger King Corporation dated December 8, 2008

Attached10
.55

Form of Performance Award Agreement for Restricted Stock Units
    under the Burger King Holdings, Inc. 2006 Omnibus Incentive Plan

Attached10
.56

Form of Performance Award Agreement for Performance Based
    Restricted Stock under the Burger King Holdings, Inc. 2006
    Omnibus Incentive Plan

Attached14
.2

Code of Ethics for Executive Officers

Incorporated herein by reference to the Burger King Holdings,
    Inc. Annual Report on Form 10-K dated September 7, 200814
.3

Code of Conduct for Directors

Incorporated herein by reference to the Burger King Holdings,
    Inc. Annual Report on Form 10-K dated September 7, 200821
.1

List of Subsidiaries of the Registrant

Attached23
.1

Consent of KPMG LLP

Attached31
.1

Certification of Chief Executive Officer of Burger King
    Holdings, Inc. pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002

Attached31
.2

Certification of Chief Financial Officer of Burger King
    Holdings, Inc. pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002

Attached32
.1

Certification of Chief Executive Officer of Burger King
    Holdings, Inc. pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002

Attached32
.2

Certification of the Chief Financial Officer of Burger King
    Holdings, Inc. pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002

Attached   
  
    
    Management contract or compensatory plan or arrangement 120




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##### Table of Contents



Signatures
      By:
    /s/  John
    W. Chidsey        Signature

Title

Date/s/  John
    W. ChidseyJohn
    W. Chidsey

Chairman and Chief Executive Officer (principal executive
    officer)

August 27, 2009/s/  Ben
    K. WellsBen
    K. Wells

Chief Financial Officer
    (principal financial and accounting officer)

August 27, 2009/s/  Richard
    W. BoyceRichard
    W. Boyce

Director

August 27, 2009/s/  David
    A. BrandonDavid
    A. Brandon

Director

August 27, 2009/s/  Ronald
    M. DykesRonald
    M. Dykes

Director

August 27, 2009/s/  Peter
    R. FormanekPeter
    R. Formanek

Director

August 27, 2009/s/  Manuel
    A. GarciaManuel
    A. Garcia

Director

August 27, 2009Sanjeev
    K. Mehra

Director

August 27, 2009/s/  Stephen
    G. PagliucaStephen
    G. Pagliuca

Director

August 27, 2009/s/  Brian
    T. SwetteBrian
    T. Swette

Director

August 27, 2009/s/  Kneeland
    C. YoungbloodKneeland
    C. Youngblood

Director

August 27, 2009  121