##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, DC 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, 2007o

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(State or Other
    Jurisdiction of
    Incorporation or Organization)

75-3095469(I.R.S. Employer
    Identification Number)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-K Form 10-K Form 10-K. o
  Rule 12b-2
 o þ o
  Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE:




---



##### 



BURGER
    KING HOLDINGS, INC.
  2007
    FORM 10-K
    ANNUAL REPORT
  TABLE OF
    CONTENTS
  PART IItem 1.


Business


3Item 1A.


Risk
    Factors


16Item 1B.


Unresolved Staff
    Comments


31Item 2.


Properties


31Item 3.


Legal
    Proceedings


31Item 4.


Submission of
    Matters to a Vote of Stockholders


32PART IIItem 5.


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


32Item 6.


Selected Financial
    Data


35Item 7.


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


42Item 7A.


Quantitative and
    Qualitative Disclosures About Market Risk


72Item 8.


Financial
    Statements and Supplementary Data


74Item 9.


Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure


117Item 9A.


Controls and
    Procedures


117Item 9B.


Other
    Information


117PART IIIItem 10.


Directors,
    Executive Officers and Corporate Governance


118Item 11.


Executive
    Compensation


119Item 12.


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


119Item 13.


Certain
    Relationships and Related Transactions, and Director
    Independence


119Item 14.


Principal
    Accountant Fees and Services


119PART IVItem 15.


Exhibits and
    Financial Statement Schedules


119EX-10.41 Letter AgreementEX-14.2 Code of Ethics for Executive OfficersEX-14.3 Code of Conduct for DirectorsEX-21.1 List of SubsidiariesEX-23.1 Consent of KPMGEX-31.1 Section 302 Certification of CEOEX-31.2 Section 302 Certification of CFOEX-32.1 Section 906 Certification of CEOEX-32.2 Section 906 Certification of CFO    Burger
    King®,
    Whopper®,
    Double
    Whopper®,
    Triple
    Whopper®,
    Have It Your
    Way®,
    Burger King Bun Halves and Crescent Logo,
    BKtm Value Menu,
    BKtmBreakfast Value Menu and
    BKtmStacker are trademarks of Burger King Brands, Inc., a
    wholly-owned subsidiary of Burger King Holdings, Inc. References
    to fiscal 2007, fiscal 2006 and fiscal 2005 in this
    Form 10-K
    are to the fiscal years ended June 30, 2007, 2006 and 2005,
    respectively.
  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 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.
 2




---



##### Table of Contents



Part I
  Item 1.
    Business  Overview
    Burger King
  Our
    History
  Burger King Whopper Have It Your Way
    Our
    Industry
  12-month
   3




---



##### Table of Contents



12-month 12-month
  Our
    Competitive Strengths
    
    Distinctive brand with global
    platform.  We believe that our Burger Kingand Whopperbrands are two of the most
    widely-recognized consumer brands in the world. We have one of
    the largest restaurant networks in the world, with 11,283
    restaurants operating in 69 countries and U.S. territories,
    of which 4,112 are located in our international markets. During
    fiscal 2007 our franchisees opened restaurants in four new
    international markets: Poland, Japan, Indonesia and Egypt. 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 control over
    franchisees and limited ability to facilitate changes in
    restaurant ownership.
    Innovative marketing campaigns, creative advertising and
    strategic sponsorships.We utilize our
    successful promotions, advertising and sponsorships to drive
    sales and generate restaurant traffic. In June and July of 2007,
    our U.S. television advertisements ranked in the top
    position for most liked new ads for all national
    advertisers according to advertising industry researcher IAG.
    Our successful
    Xbox®
    game collection sold more than 3.2 million copies, making
    it the best-selling suite of video games of the 2006 holiday
    season. We are also reaching out to a broad spectrum of
    restaurant guests with mass appeal sports and entertainment
    sponsorships, such as the National Football League (NFL) and
    NASCAR, music and pop culture icon, Diddy, and family oriented
    movie tie-ins such as
    Spider-Mantm3and The
    Simpsonstm
    Movie. Our interactive promotional site, www.simpsonizeme.com,
    became the fastest growing initiative online with over
    10 million unique visitors and over 500 million hits
    to date. As part of our efforts to increase topical relevance
    for our brand, we have extended our successful relationship with
    Microsoft through a mutual partnership on the third installment
    of the popular videogame franchise, Halo
    3tm.
    Additionally, our brand has become the basis of present and
    future revenue streams through licensed merchandise and grocery
    snack products.
    Experienced management team.  We have a
    seasoned management team with significant experience. John
    Chidsey, our 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
    27 years of retail and consumer marketing experience,
    including at 7-Eleven Inc. Ben Wells, our Chief Financial
    Officer, has 26 years of finance experience, including at
    Compaq Computer Corporation and British Petroleum. James Hyatt,
    our Chief Operations Officer, has more than 30 years of
    brand experience as both a franchisee and senior executive of
    BKC. In addition, other members of our management team have
    worked at Frito Lay, McDonalds, Pillsbury, Taco Bell and
    Wendys. 4




---



##### Table of Contents



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
  Burger King Burger King
  Management.
  Restaurant Menu.
  Restaurant Design and Image. Burger King
 5




---



##### Table of Contents



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


Canada CompanyRank

State/Province

Restaurant Count


Restaurants1

Florida


232



26
%2

Indiana


70



8
%3

Ontario


66



7
%4

North Carolina


58



6
%5

Massachusetts


44



5
%6

Virginia


44



5
%7

Georgia


43



5
%8

Ohio


38



4
%9

South Carolina


38



4
%10

Connecticut


33



4
%   Franchise
    Operations
  General. Burger King
   6




---



##### Table of Contents



Burger King
    % of Total U.S. andFranchise


Canada FranchiseRank

State/Province

Restaurant Count


Restaurants1

California


676



10
%2

Texas


407



6
%3

Michigan


340



5
%4

New York


319



5
%5

Ohio


316



5
%6

Florida


311



5
%7

Illinois


296



4
%8

Pennsylvania


238



4
%9

Georgia


209



3
%10

North Carolina


206



3
%     RestaurantRank

Name

Count


Location1

Carrols Corporation


326


Northwest and Midwest2

Heartland Food Corp.


260


Mid South and Northwest3

Strategic Restaurants Corp.


242


Midwest and Southeast4

Army & Air Force
    Exchange Services


124


Across the United States5

Quality Dining, Inc.


123


Midwest   Franchise Agreement Terms. 20-year
     7




---



##### Table of Contents



Renewals of Franchise Agreements. 20-year
  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.
 8




---



##### Table of Contents



Menu and Restaurant Design. Burger King
  New Restaurant Development.
  Company
    Restaurants
      Company


% of Total EMEARank


Country

Restaurant Count


Company Restaurants1


Germany


157



49
%2


United Kingdom


96



30
%3


Spain


43



13
%4


Netherlands


24



8
%Total


320



100
%   Franchise
    Operations
     9




---



##### Table of Contents



Rank

Name

Restaurant Count


Location1

Hungry Jacks Pty Ltd.


221


Australia2

Tab Gida Sanayl Ve Ticaret AS


137


Turkey3

Granada Hospitality Limited
    (Compass Group)


97


United Kingdom4

SRS


87


Korea5

Olayan


87


Saudi/UAE   Property
    Operations
    25-year
  Latin
    America
      Rank

Name

Restaurant Count


Location1

Caribbean Restaurants, Inc.


171


Puerto Rico2

ALSEA and affiliates


156


Mexico and Argentina3

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


47


Mexico4

Salvador Safie, Fernando Safie and
    Ricardo Safie


38


Guatemala5

Operadora Exe S.A. de C.V.


38


Mexico   Advertising
    and Promotion
   10




---



##### Table of Contents



Have It Your Way
  Supply
    and Distribution
  Burger
    King Burger King
  Burger King Burger King
  Burger King Burger King
 11




---



##### Table of Contents



Coca-Cola Burger King Coca-Cola Coca-Cola, Coca-Cola
  Research
    and Development
    Burger King
  Burger King
  Management
    Information Systems
   12




---



##### Table of Contents



Quality
    Assurance
    follow-up sm
    Burger King
  Burger King
  Intellectual
    Property
  Burger King
  Competition
  Burger King
  Burger King Burger King
  Government
    Regulation
  Burger King
 13




---



##### Table of Contents



and/or
  and/or
       14




---



##### Table of Contents



Working
    Capital
  Managements Discussion and Analysis of Financial
    Condition and Results of Operations
  Environmental
    Matters
    Customers
    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.
 15




---



##### Table of Contents



(305) 378-7696,
    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
    ability to achieve
    and/or
    exceed our key financial guidance for fiscal 2008; our intent to
    focus on U.S. sales growth and profitability and expand our
    international network; 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 margin improvement; our intention
    to continue to employ innovative and creative marketing
    strategies, including the launching of new and limited time
    offer products; our expectations regarding present and future
    revenue streams generated through licensed merchandise and
    grocery snack products; our exploration of initiatives to reduce
    the initial investment expense, time and uncertainty of new
    builds; our estimates regarding our liquidity, capital
    expenditures and sources of both, and our ability to fund future
    operations and obligations; our expectations regarding
    restaurant openings/closures and increasing net restaurant
    count; our beliefs regarding sales performance in the U.K.; 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 beliefs
    regarding the Fair and Accurate Credit Transactions Act lawsuit;
    our expectations regarding the impact of accounting
    pronouncements; our intention to renew hedging contracts; 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.
     16




---



##### Table of Contents



Burger King
    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.
   17




---



##### Table of Contents




    our ability to manage fluctuations in commodity prices, interest
    and foreign exchange rates and the effects of local governmental
    initiatives to manage national economic conditions such as
    consumer spending and inflation rates;
    our ability to manage changing labor conditions and difficulties
    in staffing our international operations;
    the impact on our margins of labor costs given our
    labor-intensive business model and the long-term trend toward
    higher wages in both mature and developing markets;
    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 local governmental initiatives to manage national
    economic conditions such as consumer spending or wage and
    inflation rates;
    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 the U.K. and
    other underperforming markets that may be experiencing
    challenges such as low consumer confidence levels, 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.    Approximately
    90% of our restaurants are franchised and this restaurant
    ownership mix presents a number of disadvantages and
    risks.
     18




---



##### Table of Contents



Increases
    in the cost of food, paper products and energy could harm our
    profitability and operating results.
        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.
   19




---



##### Table of Contents



Our
    business is affected by changes in consumer preferences and
    consumer discretionary spending.
  and/or
    Our
    operating results depend on the effectiveness of our marketing
    and advertising programs and franchisee support of these
    programs.
      Our
    operating results are closely tied to the success of our
    franchisees. Over the last several years, many franchisees in
    the United States, Canada and the U.K. have experienced severe
    financial distress, and our franchisees may experience financial
    distress in the future.
   20




---



##### Table of Contents



and/or
      Our
    U.K. business has and may continue to experience declining sales
    and operating profits that may adversely affect the financial
    health of our franchisees and us.
         21




---



##### Table of Contents



There
    can be no assurance that the franchisees can or will renew their
    franchise agreements with us.
  20-year
  20-year
  Incidents
    of food-borne illnesses or food tampering could materially
    damage our reputation and reduce our restaurant
    sales.
  e-coli, and/or
     22




---



##### Table of Contents



Labor
    shortages or increases in labor costs could slow our growth or
    harm our business.
    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.
    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.
    Additional
    tax liabilities could adversely impact our financial
    results.
   23




---



##### Table of Contents



Our
    business is subject to fluctuations in foreign currency exchange
    and interest rates.
      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.
    Current
    restaurant locations may become unattractive, and attractive new
    locations may not be available for a reasonable price, if at
    all.
    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.
   24




---



##### Table of Contents



We may
    experience significant fluctuations in our operating results due
    to a variety of factors, many of which are outside of our
    control.
  Form 10-K
  Our
    indebtedness under our senior secured credit facility is
    substantial and could limit our ability to grow our
    business.
      
    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; 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 competitive disadvantage compared to our
    competitors that may have less indebtedness.   25




---



##### Table of Contents



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;
    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.    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.
       26




---



##### 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 New York City and under consideration in various
    other jurisdictions, which generally requires restaurant chains
    to provide certain nutrition information on menus/menu boards
    such as: (i) number of calories; (ii) fat content,
    including saturated and trans fats; (iii) number of
    carbohydrates; and (iv) milligrams of sodium; and
    the impact of licensing and regulation by state and local
    departments relating to health, food preparation, sanitation and
    safety standards. 27




---



##### Table of Contents



and/or
    Increasing
    regulatory complexity surrounding our operations will continue
    to affect our operations and results of operations in material
    ways.
    
    the impact of minimum wage, overtime, occupational health and
    safety, employer mandated healthcare, immigration, privacy and
    other local and foreign laws and regulations on our business;
    the impact of new no match regulations issued
    by the Department of Homeland Security regarding how employers
    must deal with a mismatch between the name and social security
    number on record with the Social Security Administration and the
    name and number provided to employers;
    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.       28




---



##### 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.
    Compliance
    with or cleanup activities required by environmental laws may
    hurt our business.
      Regulation
    of genetically modified food products may force us to find
    alternative sources of supply.
      Our
    results can be adversely affected by disruptions or catastrophic
    events.
   29




---



##### Table of Contents



Our
    current principal stockholders own the majority of our common
    stock which allows them significant influence over us, and they
    could delay, deter or prevent a change in control or other
    business combination or otherwise cause us to take action with
    which you disagree.
    We are
    a controlled company within the meaning of the New
    York Stock Exchange rules, and, as a result, qualify for, and
    intend to rely on, exemptions from certain corporate governance
    requirements that provide protection to stockholders of other
    companies.
    
    that a majority of our board of directors consist of independent
    directors;
    that we have a nominating and governance committee that is
    composed entirely of independent directors with a written
    charter addressing the committees purpose and
    responsibilities;
    that we have a compensation committee that is composed entirely
    of independent directors with a written charter addressing the
    committees purpose and responsibilities; and
    for an annual performance evaluation of the nominating and
    governance committee and compensation committee.    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.
   30




---



##### Table of Contents



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      LeasedBuilding/Land &


TotalOwned (1)


Land


Building


Leases


TotalUnited States and
    Canada:Company restaurants


341



191



365



556



897Franchisee-operated properties


460



260



193



453



913Non-operating restaurant locations


23



20



10



30



53Offices










7



7



7Total


824



471



575



1,046



1,870International:Company restaurants


20



65



321



386



406Franchisee-operated properties


4



1



89



90



94Non-operating restaurant locations


1







27



27



28Offices










11



11



11Total


25



66



448



514



539     (1)
    
    Owned refers to properties where we own the land and the
    building.  Item 3.  Legal
    Proceedings
   31




---



##### Table of Contents



Triple Whopper
  No. 07-21772 and/or
    Item 4.
    Submission
    of Matters to a Vote of Stockholders    Part II
  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Market
    for Our Common Stock
    2007


2006Dollars per Share:

High


Low


Dividend


High


Low


DividendFirst Quarter

$
16.64


$
12.41















Second Quarter

$
21.28


$
15.46















Third Quarter

$
22.84


$
19.67


$
0.0625










$
3.42
*Fourth Quarter

$
27.04


$
21.53


$
0.0625


$
19.45


$
15.48



     *
    
    We paid an aggregate cash dividend of $367 million in February
    2006 prior to our initial public offering. See Note 17 to
    our audited consolidated financial statements in Part II,
    Item 8 of this Form 10-K for further information on
    this dividend. 32




---



##### Table of Contents



Issuer
    Purchases of Equity Securities
    Total Number of Shares


Maximum DollarTotal Number





Purchased as Part of


Amount That May Yet beof Shares


Average Price


Publicly Announced


Purchased UnderPeriod

Purchased(1)


Paid per Share


Plans or Programs


the Plans or ProgramsApril 1-30, 2007


4,180


$
22.61



0



N/AMay 1-31, 2007


15,365


$
24.70



0


$
100,000,000June 1-30, 2007


8,204


$
26.21



0


$
100,000,000Total


27,749


$
24.83



0


$
100,000,000     (1)
    
    All shares purchased were used to satisfy the Companys
    obligation to withhold from restricted stock awards the amount
    of withholding taxes due in respect of such awards.  Rule 10b5-1
  Dividend
    Policy
         33




---



##### Table of Contents



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. 2006
    Omnibus Incentive Plan


964,309


$
14.05



6,096,664Burger King Holdings, Inc. Equity
    Incentive Plan


5,577,809


$
9.22



1,960,867Equity Compensation Plans Not
    Approved by Security Holders










TOTAL


6,542,118


$
9.30



8,057,531    34




---



##### Table of Contents



Stock
    Performance Graph
    
  5/18/2006



6/30/2006



6/29/2007BKC


$
100



$
90



$
151S&P 500 Index



100




101




122S&P Restaurant Index



100




100




122     Item 6.
    Selected
    Financial Data  On December 13, 2002, we acquired BKC through private
    equity funds controlled by the Sponsors. In this report, unless
    the context otherwise requires, all references to
    we, us and our refer to
    Burger King Holdings, Inc. and its subsidiaries, including BKC,
    for all periods subsequent to our December 13, 2002
    acquisition of BKC. All references to our
    predecessor refer to BKC and its subsidiaries for
    all periods prior to the acquisition, which operated under a
    different ownership and capital structure. In addition, the
    acquisition was accounted for under the purchase method of
    accounting and resulted in purchase accounting allocations that
    affect the comparability of results of operations between
    periods before and after the acquisition.
     35




---



##### Table of Contents



Managements Discussion and Analysis of Financial
    Condition and Results of Operations
  Burger King


PredecessorCombined


Holdings, Inc.


For the PeriodBurger King Holdings, Inc.


Twelve Months


For the Period


from July 1,For the Fiscal Years Ended


Ended


from December 13,


2002 toJune 30,


June 30,


2002 to June 30,


December 12,2007


2006


2005


2004


2003


2003


2002(In millions, except per share data)Income Statement Data:Revenues:Company restaurant revenues

$
1,658


$
1,516


$
1,407


$
1,276


$
1,174


$
648


$
526Franchise revenues


460



420



413



361



368



198



170Property revenues


116



112



120



117



115



60



55Total revenues


2,234



2,048



1,940



1,754



1,657



906



751Company restaurant expenses:Food, paper and product costs


499



470



437



391



359



197



162Payroll and employee benefits


492



446



415



382



349



192



157Occupancy and other operating costs


418



380



343



314



314



168



146Total company restaurant expenses


1,409



1,296



1,195



1,087



1,022



557



465Selling, general and administrative
    expenses(1)


474



488



487



474



472



248



224Property expenses


61



57



64



58



55



28



27Fees paid to affiliates(2)






39



9



8



6



5



1Impairment of goodwill(3)


















875







875Other operating (income) expenses,
    net(3)


(1
)


(2
)


34



54



32



(7
)


39Total operating costs and expenses


1,943



1,878



1,789



1,681



2,462



831



1,631Income (loss) from operations


291



170



151



73



(805
)


75



(880
)Interest expense, net


67



72



73



64



81



35



46Loss on early extinguishment of debt


1



18



















Income (loss) before income taxes


223



80



78



9



(886
)


40



(926
)Income tax expense (benefit)


75



53



31



4



(18
)


16



(34
)Net income (loss)

$
148


$
27


$
47


$
5


$
(868
)

$
24


$
(892
)Earnings per share 
    basic(4)

$
1.11


$
0.24


$
0.44


$
0.05




*

$
0.23




*Earnings per share 
    diluted(4)

$
1.08


$
0.24


$
0.44


$
0.05




*

$
0.23




*Weighted average shares
    outstanding- basic


133.9



110.3



106.5



106.1




*


104.7




*Weighted average shares
    outstanding- diluted


136.8



114.7



106.9



106.1




*


104.7




*Cash dividends per common share(5)

$
0.13


$
3.42


$



$



$



$



$
     *
    
    Not meaningful  36




---



##### Table of Contents



Burger KingHoldings, Inc.


PredecessorFor the Period


For the PeriodBurger King Holdings, Inc.


Combined Twelve


from December 13,


from July 1,For the Fiscal Years Ended


Months Ended


2002 to


2002 toJune 30,


June 30,


June 30,


December 12,2007


2006


2005


2004


2003


2003


2002(In millions)Other Financial Data:Net cash provided by operating
    activities

$
117


$
74


$
218


$
199


$
82


$
81


$
1Net cash used for investing
    activities


(84
)


(74
)


(5
)


(184
)


(587
)


(485
)


(102
)Net cash (used for) provided by
    financing activities


(127
)


(173
)


(2
)


3



719



607



112Capital expenditures


87



85



93



81



142



47



95EBITDA(6)

$
380


$
258


$
225


$
136


$
(719
)

$
118


$
(837
)   Burger King Holdings, Inc.As of June 30,2007


2006


2005


2004


2003(In millions)Balance Sheet Data:Cash and cash equivalents

$
170


$
259


$
432


$
221


$
203Total assets


2,517



2,552



2,723



2,665



2,458Total debt and capital lease
    obligations


943



1,065



1,339



1,294



1,251Total liabilities


1,801



1,985



2,246



2,241



2,026Total stockholders equity

$
716


$
567


$
477


$
424


$
432   Burger King Holdings, Inc.For the Fiscal Years Ended June 30,2007


2006


2005Other Operating Data:Comparable sales growth (7)(8)


3.4
%


1.9
%


5.6
%Sales growth (7)


4.9
%


2.1
%


6.1
%Average restaurant sales (in
    thousands)

$
1,193


$
1,126


$
1,104Number of company restaurants:United States and Canada


897



878



844EMEA/APAC (9)


329



293



283Latin America (10)


77



69



60Total company restaurants


1,303



1,240



1,187Number of franchise restaurants:United States and Canada


6,591



6,656



6,876EMEA/APAC (9)


2,563



2,494



2,373Latin America (10)


826



739



668Total franchise restaurants


9,980



9,889



9,917Total restaurants system-wide


11,283



11,129



11,104   37




---



##### Table of Contents



Burger King Holdings, Inc.For the Fiscal Years Ended June 30,2007


2006


2005Segment Data:Operating income (in millions):United States and Canada

$
336


$
295


$
255EMEA/APAC (9)


54



62



36Latin America (10)


35



29



25Unallocated (11)


(134
)


(216
)


(165
)Total operating income

$
291


$
170


$
151Company restaurant revenues (in
    millions):United States and Canada

$
1,082


$
1,032


$
923EMEA/APAC (9)


515



428



435Latin America (10)


61



56



49Total company restaurant revenues

$
1,658


$
1,516


$
1,407Company restaurant margin:United States and Canada


15.3
%


14.1
%


14.2
%EMEA/APAC (9)


13.0
%


13.9
%


15.2
%Latin America (10)


25.9
%


26.6
%


30.6
%Total company restaurant margin


15.0
%


14.5
%


15.1
%Franchise revenues (in millions):United States and Canada

$
284


$
267


$
269EMEA/APAC (9)


135



119



114Latin America (10)


41



34



30Total franchise revenues

$
460


$
420


$
413Franchise sales (in millions) (12)

$
11,574


$
10,903


$
10,817     (1)
    
    Selling, general and administrative expenses for fiscal 2006
    includes compensation expense and taxes related to the
    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 consists of management fees we paid to
    the Sponsors and fees paid by our predecessor to Diageo plc
    under management agreements. Fees paid to affiliates in fiscal
    2006 also include a $30 million fee that we paid to
    terminate the management agreement with the Sponsors.(3)
    
    In connection with our acquisition of BKC, our predecessor
    recorded $35 million of intangible asset impairment charges
    within other operating (income) expenses, net and goodwill
    impairment charges of $875 million during the period from
    July 1, 2002 to December 12, 2002.(4)
    
    Earnings per share is calculated using whole dollars and shares.(5)
    
    The cash dividend paid in fiscal 2006, represents a special
    dividend paid prior to our initial public offering. See
    Note 17 to our audited consolidated financial statements in
    Part II, Item 8 of this
    Form 10-K
    for further information on this dividend.(6)
    
    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. Capital expenditures, which impact
    depreciation and amortization, interest expense and income tax
    expense, are reviewed separately by management. EBITDA is also
    one of the measures used by us to calculate incentive
    compensation for management and corporate-level employees. 38




---



##### Table of Contents



While EBITDA is not a recognized measure under generally
    accepted accounting principles (GAAP), management
    uses it to evaluate and forecast our business performance.
    Further, 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 the Companys financial
    performance and prospects for the future. Management also
    believes that EBITDA is a useful measure as it improves
    comparability of predecessor and successor results of
    operations, as purchase accounting renders depreciation and
    amortization non-comparable between predecessor and successor
    periods. See Managements Discussion and Analysis
    of Financial Condition and Results of Operations 
    Factors Affecting Comparability of Results  Purchase
    Accounting.    
    it does not include interest expense. 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. Therefore, any measure that excludes interest
    expense has material limitations,
    it does not include depreciation and amortization expenses.
    Because we use capital assets, depreciation and amortization is
    a necessary element of our costs and ability to generate
    profits. Therefore any measure that excludes depreciation and
    amortization expenses has material limitations, and
    it does not include provision for taxes. Because the payment of
    taxes is a necessary element of our operations, any measure that
    excludes tax expense has material limitations.      Burger KingHoldings, Inc.


PredecessorCombined


For the Period from


For the PeriodBurger King Holdings, Inc.


Twelve


December 13,


from July 1,For the Fiscal Years Ended


Months


2002 to


2002 toJune 30,


Ended June 30,


June 30,


December 12,2007


2006


2005


2004


2003


2003


2002(In millions)Net income (loss)

$
148


$
27


$
47


$
5


$
(868
)

$
24


$
(892
)Interest expense, net


67



72



73



64



81



35



46Loss on early distinguishment of
    debt


1



18



















Income tax expense (benefit)


75



53



31



4



(18
)


16



(34
)Income (loss) from operations


291



170



151



73



(805
)


75



(880
)Depreciation and amortization


89



88



74



63



86



43



43EBITDA

$
380


$
258


$
225


$
136


$
(719
)

$
118


$
(837
)    This presentation of EBITDA may not be directly comparable to
    similarly titled measures of other companies, since not all
    companies use identical calculations.(7)
    
    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. Sales growth includes sales at
    company restaurants and franchise restaurants. Unless otherwise
    stated, sales, sales growth, comparable sales growth and average
    restaurant sales are presented 39




---



##### Table of Contents



on a system-wide basis. We do not record franchise restaurant
    sales as revenues. However, our royalty revenues are calculated
    based on a percentage of franchise restaurant sales. See
    Managements Discussion and Analysis of Financial
    Condition and Results of Operations  Key Business
    Measures.(8)
    
    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. Comparable sales growth
    includes sales at company restaurants and franchise restaurants.
    We do not record franchise restaurant sales as revenues.
    However, our royalty revenues are calculated based on a
    percentage of franchise restaurant sales.(9)
    
    Refers to our operations in Europe, the Middle East, Africa,
    Asia, Australia, New Zealand and Guam.  (10)
    
    Refers to our operations in Mexico, Central and South America,
    the Caribbean and Puerto Rico.(11)
    
    Unallocated includes corporate support costs in areas such as
    facilities, finance, human resources, information technology,
    legal, marketing, and supply chain management. Unallocated for
    fiscal 2006 includes: a $34 million of compensation expense
    and taxes related to the compensatory make-whole payment made to
    holders of options and restricted stock unit awards in February
    2006; $9 million of quarterly management fees paid to the
    Sponsors; a $30 million termination fee paid to the
    Sponsors to terminate the management agreement; $10 million
    of costs related to the realignment of our European and Asian
    businesses; and $5 million of executive severance.
    Unallocated for fiscal 2005 includes: $9 million of
    quarterly management fees and $17 million of global
    realignment costs.(12)
    
    Franchise sales represent sales at franchise restaurants and
    revenue to our franchisees. We do not record franchise
    restaurant sales as revenues. However, our royalty revenues are
    calculated based on a percentage of franchise restaurant sales.  Burger
    King Holdings, Inc. and Subsidiaries Restaurant Count
    Analysis
    Worldwide
  Company


Franchise


TotalBeginning Balance July 1, 2003


1,061



10,274



11,335Openings


29



275



304Closings


(20
)


(392
)


(412
)Acquisitions, net of refranchisings


17



(17
)


Ending Balance June 30, 2004


1,087



10,140



11,227Openings


63



251



314Closings


(23
)


(414
)


(437
)Acquisitions, net of refranchisings


60



(60
)


Ending Balance June 30, 2005


1,187



9,917



11,104Openings


23



326



349Closings


(14
)


(310
)


(324
)Acquisitions, net of refranchisings


44



(44
)


Ending Balance June 30, 2006


1,240



9,889



11,129Openings


38



403



441Closings


(24
)


(263
)


(287
)Acquisitions, net of refranchisings


49



(49
)


Ending Balance June 30, 2007


1,303



9,980



11,283  40




---



##### Table of Contents



United
    States & Canada
  Company


Franchise


TotalBeginning Balance July 1, 2003


735



7,529



8,264Openings


3



43



46Closings


(16
)


(318
)


(334
)Acquisitions, net of refranchisings


37



(37
)


Ending Balance June 30, 2004


759



7,217



7,976Openings


33



21



54Closings


(9
)


(301
)


(310
)Acquisitions, net of refranchisings


61



(61
)


Ending Balance June 30, 2005


844



6,876



7,720Openings


4



55



59Closings


(10
)


(235
)


(245
)Acquisitions, net of refranchisings


40



(40
)


Ending Balance June 30, 2006


878



6,656



7,534Openings


10



82



92Closings


(9
)


(129
)


(138
)Acquisitions, net of refranchisings


18



(18
)


Ending Balance June 30, 2007


897



6,591



7,488   EMEA/APAC
  Company


Franchise


TotalBeginning Balance July 1, 2003


280



2,179



2,459Openings


21



177



198Closings


(4
)


(68
)


(72
)Acquisitions, net of refranchisings


(20
)


20



Ending Balance June 30, 2004


277



2,308



2,585Openings


21



165



186Closings


(14
)


(101
)


(115
)Acquisitions, net of refranchisings


(1
)


1



Ending Balance June 30, 2005


283



2,373



2,656Openings


10



191



201Closings


(4
)


(66
)


(70
)Acquisitions, net of refranchisings


4



(4
)


Ending Balance June 30, 2006


293



2,494



2,787Openings


20



231



251Closings


(15
)


(131
)


(146
)Acquisitions, net of refranchisings


31



(31
)


Ending Balance June 30, 2007


329



2,563



2,892  41




---



##### Table of Contents



Latin
    America
  Company


Franchise


TotalBeginning Balance July 1, 2003


46



566



612Openings


5



55



60Closings






(6
)


(6
)Acquisitions, net of refranchisings










Ending Balance June 30, 2004


51



615



666Openings


9



65



74Closings






(12
)


(12
)Acquisitions, net of refranchisings










Ending Balance June 30, 2005


60



668



728Openings


9



80



89Closings






(9
)


(9
)Acquisitions, net of refranchisings










Ending Balance June 30, 2006


69



739



808Openings


8



90



98Closings






(3
)


(3
)Acquisitions, net of refranchisings










Ending Balance June 30, 2007


77



826



903   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 2007, fiscal 2006 and fiscal 2005 in
    this section are to the fiscal years ended June 30, 2007,
    2006 and 2005, respectively. Unless otherwise stated, sales,
    sales growth, comparable sales growth and average restaurant
    sales are presented on a system-wide basis.
  Overview
     42




---



##### Table of Contents



Our
    Business
  Revenues
    
    sales at our company restaurants;
    royalties and franchise fees paid to us by our
    franchisees; and
    property income from restaurants that we lease or sublease to
    franchisees.      Costs and
    expenses
    
    food, paper and other product costs, which represent the costs
    of the products that we sell to customers in company restaurants;
    payroll and employee benefits costs, which represent the wages
    paid to company restaurant managers and staff, as well as the
    cost of their health insurance, other benefits and
    training; and
    occupancy and other operating costs, which represent all other
    direct costs of operating our company restaurants, including the
    cost of rent or real estate depreciation (for restaurant
    properties owned by us), depreciation on equipment, repairs and
    maintenance, insurance, restaurant supplies and utilities.       43




---



##### Table of Contents



Advertising
    funds
  Burger King
  Fiscal
    2007 Highlights and Fiscal 2008 Outlook
    
    14 consecutive quarters of positive worldwide comparable sales
    growth, our best comparable sales growth in more than a decade,
    including comparable sales growth of 3.4% for fiscal 2007;
    13 consecutive quarters of positive comparable sales growth in
    the United States and Canada, including comparable sales growth
    of 3.6% for fiscal 2007;
    all-time high annual revenues of $2.23 billion for fiscal
    2007;
    all-time high worldwide sales of $13.2 billion for fiscal
    2007;
    all-time high average restaurant sales of $1.19 million for
    fiscal 2007;
    continued acceleration of worldwide restaurant growth with 441
    new openings and net growth of 154 during fiscal 2007;
    restaurant openings in four new international markets: Japan,
    Indonesia, Poland and Egypt;
    successful product promotions such as the Texas Double
    Whopperand Western Whoppersandwiches, BKStacker, the Angus Cheesy Bacon sandwich, and BKChicken Fries;
    strong movie and promotional tie-ins, such as
    Spider-Mantm
    3, SpongeBob
    SquarePantstm,
    Fantastic
    4tm,
    NASCAR, NFL and the
    X-Box®gaming collection; 44




---



##### Table of Contents




    introduction of the BKBreakfast Value Menu, the first
    such offering in the FFHR category, and continued improvement in
    extending hours of operations;
    all time high guest satisfaction scores, as well as record speed
    of service and cleanliness scores;
    reduction in debt of $125 million since July 1, 2006
    to $872 million as of June 30, 2007; and
    payment of two quarterly cash dividends as a public company of
    $0.0625 per share each.    
    driving further sales growth and profitability;
    expanding our large international platform;
    accelerating our new restaurant development; and
    employing innovative marketing strategies and expanding product
    offerings.  Our fiscal 2008 growth targets are:
    
    Drive further sales growth and
    profitability:  We remain focused on achieving our
    comparable sales, average restaurant sales and profitability
    potential. An essential component of our success is to grow
    average restaurant sales through an enhanced guest experience.
    Our key guest satisfaction and operations metrics were at
    all-time highs in June 2007 and we intend to focus our efforts
    on further improving these metrics. In addition, we intend to
    implement 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. We also believe that significant
    opportunities exist to enhance restaurant profitability by
    better utilizing our fixed cost base, and continuing to explore
    ways to reduce variable costs. Specifically, we expect to
    achieve savings from the recent installation of the new flexible
    batch broiler in substantially all of our company restaurants in
    the U.S. and Canada and as we roll out our new labor
    scheduling system to our U.S. company restaurants during
    fiscal 2008. These savings should help to offset potential labor
    and commodity cost increases.
    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 worldwide growth over the next five years. We
    expect to focus our expansion plans on (1) under-penetrated
    markets where we already have an established presence, such as
    Germany, Spain and Mexico; (2) markets in which we have a
    small presence, but which we believe offer significant
    opportunities for development, such as Brazil, China and Italy;
    and (3) financially attractive new markets such as Japan
    and Indonesia, where our new franchisees have recently opened
    restaurants, and countries in the Middle East, Eastern Europe
    and the Mediterranean region. We believe that our successful
    entry into Brazil where in two years we have recruited seven new
    franchisees and opened 34 restaurants in 14 cities
    validates the opportunities that exist for us in rapidly
    developing international markets.
    Accelerate our new restaurant development:  The
    expansion of our restaurant network and an increase in the
    number of new restaurants are key ingredients in our growth
    plan. We expect that most of our new restaurant growth will come
    from franchisees. Consequently, we believe that providing our
    franchisees with a development process that is streamlined,
    financially flexible and capital-efficient will accelerate the
    pace of restaurant development. 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 25% and are anticipated to
    reduce utility and other operating expenses. We are also
    actively pursuing co-branding and site sharing programs to
    reduce 45




---



##### Table of Contents



initial investment expense and have begun testing a turn-key
    development assistance program that reduces the time and
    uncertainty associated with new builds.  
    Employ innovative marketing strategies and expand product
    offerings: We intend to continue to employ innovative and
    creative marketing strategies to increase our restaurant traffic
    and comparable sales. We intend to launch new products to fill
    gaps in our breakfast, dessert and snack menu, offer more
    choices to our guests and enhance the price/value proposition of
    our products with offerings such as the BK Value Menu and
    the BKBreakfast Value Menu (the first national breakfast
    value menu in the FFHR category). In addition, we intend to
    roll-out several new and limited time offer products in fiscal
    2008.  Key
    Business Measures
    Comparable
    Sales Growth
    For theFiscal Years EndedJune 30,2007


2006


2005(In constant currencies)Comparable Sales
    Growth:United States and Canada


3.6
%


2.5
%


6.6
%EMEA/APAC


3.0
%


0.0
%


2.8
%Latin America


3.5
%


2.5
%


5.5
%Total Worldwide


3.4
%


1.9
%


5.6
%   BK
  BK Double Whopper Whopper BK Spider-Mantm SpongeBob
    SquarePants tm Fantastic
    4 tm and the
    Xbox®
  Spider-Mantm Spider-Mantm Whopper Have It Your Way
 46




---



##### Table of Contents



Have It Your
    Way
      Average
    Restaurant Sales
    For theFiscal Years Ended June 30,2007


2006


2005(In thousands)Worldwide Average Restaurant Sales

$
1,193


$
1,126


$
1,104   BK BK Spider-Mantm SpongeBob
    SquarePantstm ®
    Sales
    Growth
   47




---



##### Table of Contents



For theFiscal Years Ended June 30,2007


2006


2005(In constant currencies)Sales Growth:United States and Canada


3.0
%


0.2
%


4.9
%EMEA/APAC


7.9
%


5.0
%


7.9
%Latin America


13.3
%


13.0
%


14.5
%Total Worldwide


4.9
%


2.1
%


6.1
%                   Factors
    affecting comparability of results
  Purchase
    Accounting
  Business Combinations
 48




---



##### Table of Contents



Termination
    of Global Headquarters Lease
  18-month See
    Note 15 to the Consolidated Financial Statements in
    Part II, Item 8 of this
    Form 10-K.
  Historical
    franchisee financial distress
   49




---



##### Table of Contents



and/or
    For theFiscal Years EndedJune 30,2007


2006


2005(In millions)Revenues:Revenue not recognized (1)

$



$



$
(3
)Selling, general and
    administrative expenses:Bad debt expense (recovery)


(2
)


(1
)


1Incremental advertising
    contributions






1



15Internal and external costs of
    FFRP program administration










12Total effect on selling, general
    and administrative


(2
)






28Other operating expenses
    (income), net:Reserves (recoveries) on acquired
    debt, net






(2
)


4Other, net


1



2



4Total effect on other operating
    (income) expenses, net


1







8Total effect on income from
    operations

$
(1
)

$



$
33     (1)
    
    Fiscal 2005 reflects the collection and recognition of revenue
    that was not recognized in fiscal 2004.  Accounting for Franchise
    Revenue
       50




---



##### Table of Contents



Our
    global reorganization and realignment
      For theFiscal Years EndedJune 30,2007


2006


2005(In millions)Consulting fees

$
4


$
10


$
2Severance-related costs of the
    global reorganization










15Total

$
4


$
10


$
17  51




---



##### Table of Contents



Results
    of Operations
    For the Fiscal Years Ended June 30,2007


2006


2005Increase/





Increase/Amount


Amount


(Decrease)


Amount


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

$
1,658


$
1,516



9
%

$
1,407



8
%Franchise revenues


460



420



10
%


413



2
%Property revenues


116



112



4
%


120



(7
)%Total revenues


2,234



2,048



9
%


1,940



6
%Company restaurant expenses


1,409



1,296



9
%


1,195



8
%Selling, general and
    administrative expenses


474



488



(3
)%


487




*Property expenses


61



57



7
%


64



(11
)%Fees paid to affiliates






39




*


9



333
%Other operating (income) expenses,
    net


(1
)


(2
)


(50
)%


34



(106
)%Total operating costs and expenses


1,943



1,878



3
%


1,789



5
%Income from operations


291



170



71
%


151



13
%Interest expense, net


67



72



(7
)%


73



(1
)%Loss on early extinguishment of
    debt


1



18



(94
)%







*Income before income taxes


223



80



179
%


78



3
%Income tax expense


75



53



42
%


31



71
%Net income

$
148


$
27



448
%

$
47



(43
)%     *
    
    Not meaningful  Fiscal
    year ended June 30, 2007 compared to fiscal year ended
    June 30, 2006
  Revenues
  Company
    Restaurant Revenues
       52




---



##### Table of Contents



Franchise
    Revenues
          Property
    Revenues
        Operating
    Costs and Expenses
  Food,
    Paper and Product Costs
     53




---



##### Table of Contents



Payroll
    and Employee Benefits
          Occupancy
    and Other Operating Costs
         54




---



##### Table of Contents



Selling,
    General and Administrative Expenses
  Have It Your Way Whopper
    Property
    Expenses
    Fees Paid
    to Affiliates
    Other
    Operating (Income) Expense, Net
   55




---



##### Table of Contents



Income
    from Operations
  For theFiscal Years EndedJune 30,2007


2006Income from
    Operations:United States and Canada

$
336


$
295EMEA/APAC


54



62Latin America


35



29Unallocated


(134
)


(216
)Total income from operations

$
291


$
170   See Note 21
    to our audited consolidated financial statements contained in
    this report for income from operations by segment.
        Interest
    Expense, Net
    Loss
    on Early Extinguishment of Debt
   56




---



##### Table of Contents



Income
    Tax Expense
    See Note 14 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.
  Net
    income
    Fiscal
    year ended June 30, 2006 compared to fiscal year ended
    June 30, 2005
  Revenues
  Company
    Restaurant Revenues
         57




---



##### Table of Contents



Franchise
    Revenues
          Property
    Revenues
       58




---



##### Table of Contents



Operating
    Costs and Expenses
  Food,
    Paper and Product Costs
          Payroll
    and Employee Benefits
       59




---



##### Table of Contents



Occupancy
    and Other Operating Costs
          Selling,
    general and administrative expenses
       60




---



##### Table of Contents



Property
    Expenses
    Fees
    Paid to Affiliates
    Other
    Operating (Income) Expenses, Net
         61




---



##### Table of Contents



Income
    from Operations
  For theFiscal Years EndedJune 30,2006


2005Income from
    Operations:United States and Canada

$
295


$
255EMEA/APAC


62



36Latin America


29



25Unallocated


(216
)


(165
)Total Income from Operations

$
170


$
151   Disclosures about Segments of an Enterprise and Related
    Information
         62




---



##### Table of Contents



Interest
    expense, net
  payment-in-kind,
  Loss
    on early extinguishment of debt
    Income
    Tax Expense
    Net
    Income
     63




---



##### Table of Contents



Quarterly
    Financial Data
    For the Quarters EndedJun 30,


Mar 31,


Dec 31,


Sep 30,


Jun 30,


Mar 31,


Dec 31,


Sep 30,2007


2007


2006


2006


2006


2006


2005


2005(In millions, except per share data)Company restaurant revenues

$
433


$
403


$
417


$
405


$
394


$
368


$
379


$
375Franchise revenues


126



109



112



113



111



100



104



105Property revenues


31



27



30



28



28



27



29



28Total revenues


590



539



559



546



533



495



512



508Company restaurant expenses:Food, paper and product costs


132



120



125



122



119



114



119



118Payroll and employee benefits


129



121



123



119



116



111



109



110Occupancy and other operating costs


108



105



103



102



100



96



93



91Total company restaurant expenses


369



346



351



343



335



321



321



319Selling, general and administrative
    expenses


128



115



119



112



135



146



109



98Property expenses


16



14



15



16



15



14



14



14Fees paid to affiliates


















31



2



3



3Other operating expenses (income),
    net


5



2



(1
)


(7
)


3



(2
)


(5
)


2Total operating costs and expenses


518



477



484



464



519



481



442



436Income from operations


72



62



75



82



14



14



70



72Interest Expense, net


16



17



17



17



19



19



17



17Loss on early extinguishment of debt














1



4



1







13Income before income tax


56



45



58



64



(9
)


(6
)


53



42Income tax expense


20



11



20



24



1



6



26



20Net (loss) income

$
36


$
34


$
38


$
40


$
(10
)

$
(12
)

$
27


$
22Earnings per share:Basic

$
0.26


$
0.25


$
0.28


$
0.30


$
(0.08
)

$
(0.11
)

$
0.25


$
0.21Diluted

$
0.26


$
0.25


$
0.28


$
0.30


$
(0.08
)

$
(0.11
)

$
0.24


$
0.20Segment DataOperating Income:United States and Canada

$
87


$
78


$
84


$
87


$
76


$
67


$
74


$
78EMEA/APAC


11



10



13



20



11



9



21



21Latin America


9



8



10



8



7



7



8



7Unallocated


(35
)


(34
)


(32
)


(33
)


(80
)


(69
)


(33
)


(34
)Total Operating Income

$
72


$
62


$
75


$
82


$
14


$
14


$
70


$
72Company Restaurant
    Revenues:United States and Canada

$
281


$
260


$
270


$
271


$
271


$
254


$
254


$
253EMEA/APAC


136



129



131



119



109



100



110



109Latin America


16



14



16



15



14



14



15



13Total Company Restaurant Revenues

$
433


$
403


$
417


$
405


$
394


$
368


$
379


$
375Company Restaurant
    Margin:(1)United States and Canada


15.8
%


15.6
%


15.3
%


14.8
%


15.5
%


12.6
%


14.1
%


14.2
%EMEA/APAC


11.6
%


9.7
%


15.7
%


15.2
%


12.6
%


11.5
%


15.9
%


15.3
%Latin America


25.9
%


23.6
%


28.8
%


25.3
%


25.5
%


27.3
%


28.8
%


24.4
%Company Restaurant Margin


14.8
%


14.0
%


15.9
%


15.3
%


15.0
%


12.9
%


15.2
%


14.9
%Franchise Revenues:United States and Canada

$
78


$
66


$
70


$
70


$
70


$
65


$
66


$
67EMEA/APAC


37



33



32



33



32



27



29



30Latin America


11



10



10



10



9



8



9



8Total Franchise Revenues(2)

$
126


$
109


$
112


$
113


$
111


$
100


$
104


$
105Franchise Sales:United States and Canada

$
2,008


$
1,830


$
1,914


$
1,947


$
1,914


$
1,795


$
1,850


$
1,923EMEA/APAC


817



728



757



773



695



632



680



708Latin America


208



193



205



194



187



172



179



168Total Franchise Sales

$
3,033


$
2,751


$
2,876


$
2,914


$
2,796


$
2,599


$
2,709


$
2,799     (1)
    
    Calculated using dollars expressed in hundreds of thousands.(2)
    
    Franchise sales represent sales at franchise restaurants and
    revenue to our franchisees. We do not record franchise
    restaurant sales as revenues. However, our royalty revenues are
    calculated based on a percentage of franchise restaurant sales. 64




---



##### Table of Contents



start-up
    For the Quarters EndedJun 30,


Mar 31,


Dec 31,


Sep 30,


Jun 30,


Mar 31,


Dec 31,


Sep 30,2007


2007


2006


2006


2006


2006


2005


2005Selling, general and
    administrativeFranchise system distress impact(a)

$



$



$



$



$
(1
)

$



$



$
1Global reorganization and
    realignment


















7



2



1



Compensatory make-whole payment






















34







Executive severance


















5











Total effect on
    SG&A


















11



36



1



1Fees paid to
    affiliatesManagement fee


















1



2



3



3Management termination fee


















30











Total fees paid to
    affiliates


















31



2



3



3Other operating (income)
    expenses (OIE), netTermination of global headquarters
    lease


7



























Franchise system distress impact(b)


















1



(2
)


1



Total effect on OIE,
    net


7















1



(2
)


1



Total effect on income from
    operations


7















43



36



5



4Interest on $350 million
    loan repaid at IPO


















3



3







Loss on early extinguishment of
    debt


















4



1







13Total effect on income before
    income taxes

$
7


$



$



$



$
50


$
40


$
5


$
17     (a)
    
    Represents bad debt expense (recoveries), incremental
    advertising contributions and the internal and external costs of
    FFRP program administration.(b)
    
    Represents (recoveries) reserves on acquired debt, net and other
    items included within operating (income) expenses, net. 65




---



##### Table of Contents



For the Quarters EndedJun 30,


Mar 31,


Dec 31,


Sep 30,


Jun 30,


Mar 31,


Dec 31,


Sep 30,2007


2007


2006


2006


2006


2006


2005


2005(In constant currencies)Comparable Sales
    Growth:United States and Canada


4.8
%


2.6
%


4.4
%


2.6
%


2.0
%


4.9
%


2.3
%


1.1
%EMEA/APAC


4.1
%


5.3
%


1.7
%


1.1
%


0.2
%


(0.4
)%


1.3
%


(0.7
)%Latin America


1.5
%


2.7
%


4.1
%


6.1
%


5.0
%


1.5
%


1.6
%


1.5
%Total Worldwide


4.4
%


3.2
%


3.7
%


2.4
%


1.7
%


3.3
%


2.0
%


0.7
%   Liquidity
    and Capital Resources
  Overview
            Comparative
    Cash Flows
  Operating
    Activities
    Investing
    Activities
   66




---



##### Table of Contents



For theFiscal Years Ended June 30,2007


2006


2005(In millions)New restaurants

$
23


$
25


$
26Real estate purchases






6



5Maintenance capital


47



40



44Other, including corporate


17



14



18Total

$
87


$
85


$
93       Financing
    Activities
    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

$
140


$
14


$
27


$
25


$
74Operating lease obligations


1,423



160



284



242



737Long-term debt, including current
    portion and interest(1)


1,137



60



191



886



Purchase commitments(2)


97



58



28



11



Total

$
2,797


$
292


$
530


$
1,164


$
811     (1)
    
    We have estimated our interest payments based on
    (i) projected LIBOR rates, (ii) the portion of our
    debt we converted to fixed rates through interest rate swaps and
    (iii) the amortization schedule of the debt. 67




---



##### Table of Contents



(2)
    
    Includes commitments to purchase advertising and other marketing
    services from third parties in advance on behalf of the
    Burger King system and obligations related to information
    technology and service agreements.  Form 10-K
      Other
    Commercial Commitments and Off-Balance Sheet
    Arrangements
  Franchisee
    Restructuring Program
    Guarantees
      Letters
    of Credit
   68




---



##### Table of Contents



Vendor
    Relationships
  Coca-Cola Burger King Coca-Cola
  Other
      Impact of
    Inflation
    Critical
    accounting policies and estimates
      Business
    combinations and intangible assets
     69




---



##### Table of Contents



Long-lived
    assets
    
    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.      
    significant under-performance relative to expected
    and/or
    historical results (negative comparable sales or cash flows for
    two years);
    significant negative industry or economic trends; or
    knowledge of transactions involving the sale of similar property
    at amounts below our carrying value.  Accounting for the Impairment
    or Disposal of Long-Lived Assets
  Impairment
    of indefinite-lived intangible assets
  Goodwill and Other Intangible
    Assets
 70




---



##### Table of Contents



Reserves
    for uncollectible accounts and revenue recognition
  and/or
  Accounting
    for income taxes
      Insurance
    reserves
      Stock-based
    compensation
  Form 10-K. Share-Based Payment
  Section D, Certain Assumptions Used in Valuation
    Methods
 71




---



##### Table of Contents



Form S-1 Accounting for Stock-Based Compensation
  New
    Accounting Pronouncements Issued But Not Yet
    Adopted
  Accounting for Uncertainty in Income Taxes
  Fair Value
    Measurements
  The Fair Value
    Option for Financial Assets and Financial Liabilities instrument-by-instrument
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk  Market
    Risk
   72




---



##### Table of Contents



Foreign
    Currency Exchange Risk
      Interest
    Rate Risk
    Accounting for
    Derivative Instruments and Hedging Activities,
  Commodity
    Price Risk
     73




---



##### 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


75Reports of
    Independent Registered Public Accounting Firm


76Consolidated
    Balance Sheets as of June 30, 2007 and 2006


78Consolidated
    Statements of Income for each of the years in the three-year
    period ended June 30, 2007


79Consolidated
    Statements of Stockholders Equity and Comprehensive Income
    for each of the years in the three-year period ended
    June 30, 2007


80Consolidated
    Statements of Cash Flows for each of the years in the three-year
    period ended June 30, 2007


81Notes to
    Consolidated Financial Statements


82  74




---



##### Table of Contents



Managements
    Report on Internal Control Over Financial
    Reporting
      Internal
    Control  Integrated Framework
     75




---



##### Table of Contents



Report
    of Independent Registered Public Accounting Firm
           Share-Based Payment
  Employers
    Accounting for Defined Benefit Pension and Other
    Postretirement
    Plans  an amendment of FASB Statements No. 87,
    88, 106 and 132(R),
  Internal
    Control  Integrated Framework
          76




---



##### Table of Contents



Report
    of Independent Registered Public Accounting Firm
      Internal Control 
    Integrated Framework
        Internal
    Control  Integrated Framework Internal Control  Integrated
    Framework
           77




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Consolidated Balance Sheets
  As of June 30,2007


2006(In millions, exceptshare data)ASSETSCurrent assets:Cash and cash equivalents

$
170


$
259Trade and notes receivable, net


125



109Prepaids and other current assets,
    net


66



40Deferred income taxes, net


43



45Total current assets


404



453Property and equipment, net


879



886Intangible assets, net


986



975Goodwill


23



20Net investment in property leased
    to franchisees


142



148Other assets, net


83



70Total assets

$
2,517


$
2,552LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilities:Accounts and drafts payable

$
106


$
100Accrued advertising


64



49Other accrued liabilities


259



338Current portion of long term debt
    and capital leases


5



5Total current liabilities


434



492Term debt, net of current portion


871



997Capital leases, net of current
    portion


67



63Other deferrals and liabilities


334



349Deferred income taxes, net


95



84Total liabilities


1,801



1,985Commitments and Contingencies
    (Note 20)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; 135,217,470 and
    133,058,640 shares issued and outstanding at June 30,
    2007 and June 30, 2006, respectively


1



1Restricted stock units


3



5Additional paid-in capital


574



545Retained earnings


134



3Accumulated other comprehensive
    income


8



15Treasury stock, at cost; 673,430
    and 590,841 shares at June 30, 2007 and June 30,
    2006, respectively


(4
)


(2
)Total stockholders equity


716



567Total liabilities and
    stockholders equity

$
2,517


$
2,552    78




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Consolidated Statements of Income
  Years Ended June 30,2007


2006


2005(In millions, exceptper share data)Revenues:Company restaurant revenues

$
1,658


$
1,516


$
1,407Franchise revenues


460



420



413Property revenues


116



112



120Total revenues


2,234



2,048



1,940Company restaurant expenses:Food, paper and product costs


499



470



437Payroll and employee benefits


492



446



415Occupancy and other operating costs


418



380



343Total company restaurant expenses


1,409



1,296



1,195Selling, general and
    administrative expenses


474



488



487Property expenses


61



57



64Fees paid to affiliates






39



9Other operating (income) expenses,
    net


(1
)


(2
)


34Total operating costs and expenses


1,943



1,878



1,789Income from operations


291



170



151Interest expense


73



81



82Interest income


(6
)


(9
)


(9
)Total interest expense, net


67



72



73Loss on early extinguishment of
    debt


1



18



Income before income taxes


223



80



78Income tax expense


75



53



31Net income

$
148


$
27


$
47Earnings per share:Basic

$
1.11


$
0.24


$
0.44Diluted

$
1.08


$
0.24


$
0.44Weighted average shares
    outstanding:Basic


133.9



110.3



106.5Diluted


136.8



114.7



106.9    79




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Consolidated 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, 2004


107


$
1


$



$
403


$
29


$
(9
)

$



$
424Issuance of common stock including
    option exercises














3















3Treasury stock purchases


























(2
)


(2
)Issuance of restricted stock units










2



















2Comprehensive income:Net income


















47











47Foreign currency translation
    adjustment






















6







6Minimum pension liability
    adjustment, net of tax of $2






















(3
)






(3
)Comprehensive income






























50Balances at June 30, 2005


107


$
1


$
2


$
406


$
76


$
(6
)

$
(2
)

$
477Issuance of common stock including
    option exercises, net


26











399















399Stock option tax benefits














7















7Issuance of restricted stock units










3



















3Dividend paid on common shares
    ($3.42 per share)














(267
)


(100
)










(367
)Comprehensive income:Net income


















27











27Foreign currency translation
    adjustment






















2







2Net change in fair value of
    derivatives, net of tax of ($10)






















16







16Minimum pension liability
    adjustment, net of tax of ($2)






















3







3Comprehensive income






























48Balances at June 30, 2006


133


$
1


$
5


$
545


$
3


$
15


$
(2
)

$
567Issuance of common stock including
    option exercises, net


2











8















8Stock option tax benefits














14















14Stock based compensation














5















5Treasury stock purchases


























(2
)


(2
)Issuance of shares upon settlement
    of restricted stock units










(2
)


2















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


















(17
)










(17
)Comprehensive income:Net income


















148











148Foreign currency translation
    adjustment






















(5
)






(5
)Cash flow hedges:Net change in fair value of
    derivatives, net of tax of $3






















(5
)






(5
)Amounts reclassified to earnings
    during the period, net of tax of $2






















(3
)






(3
)Comprehensive income






























135Adjustment to intially apply
    SFAS No 158, net of tax of ($4)






















6







6Balances at June 30, 2007


135


$
1


$
3


$
574


$
134


$
8


$
(4
)

$
716    80




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
    Consolidated Statements of Cash Flows
  Years Ended June 30,2007


2006


2005(In millions)Cash flows from operating
    activities:Net income

$
148


$
27


$
47Adjustments to reconcile net income
    to net cash provided by operating activities:Depreciation and amortization


89



88



74Gain on hedging activities


(4
)






Interest expense payable in kind










45Gain on remeasurement of foreign
    denominated transactions


(23
)






Gain on asset disposals


(11
)


(1
)


(4
)Provision for doubtful accounts,
    net of recoveries


(4
)


(2
)


1Impairment of debt investments and
    investments in unconsolidated companies and joint ventures










4Impairment of long-lived assets










4Pension curtailment gain






(6
)


Loss on early extinguishment of debt


1



18



Stock-based compensation


5



1



Deferred income taxes


10



68



9Changes in current assets and
    liabilities, net of acquisitions:Trade and notes receivable


(13
)


7



(2
)Prepaids and other current assets


(17
)


(4
)


(2
)Accounts and drafts payable


5



8



(21
)Accrued advertising


14



(10
)


7Other accrued liabilities


(101
)


(30
)


48Payment of interest on PIK notes






(103
)


Other long-term assets and
    liabilities, net


18



13



8Net cash provided by operating
    activities


117



74



218Cash flows from investing
    activities:Purchases of available for sale
    securities


(350
)






(768
)Proceeds from available for sale
    securities


350







890Payments for property and equipment


(87
)


(85
)


(93
)Proceeds from asset disposals and
    restaurant closures


22



18



18Payments for acquired franchisee
    operations


(17
)


(8
)


(28
)Investment in franchisee debt


(6
)


(4
)


(27
)Repayments of franchisee debt


4



5



3Net cash used for investing
    activities


(84
)


(74
)


(5
)Cash flows from financing
    activities:Proceeds from term debt and credit
    facility


1



2,143



Repayments of term debt, credit
    facility and capital leases


(131
)


(2,329
)


(3
)Payments for financing costs






(19
)


Proceeds from sale of common stock,
    net


8



399



3Dividends paid on common stock


(17
)


(367
)


Excess tax benefits from
    stock-based compensation


14







Treasury stock purchases


(2
)






(2
)Net cash used for financing
    activities


(127
)


(173
)


(2
)Effect of exchange rates on cash
    and cash equivalents


5







(Decrease) increase in cash and
    cash equivalents


(89
)


(173
)


211Cash and cash equivalents at
    beginning of period


259



432



221Cash and cash equivalents at end
    of period

$
170


$
259


$
432Supplemental cash flow
    disclosures:Interest paid(1)

$
61


$
180


$
26Income taxes paid(2)

$
151


$
16


$
14Non-cash investing and financing
    activities:Acquisition of franchisee operations

$



$



$
16Acquisition of property with
    capital lease obligations

$
8


$
13


$
     (1)
    
    Amount for the year ended June 30, 2007 is net of
    $13 million received upon termination of interest rate
    swaps. Amount for the year ended June 30, 2006 included
    $103 million of interest paid on PIK notes.(2)
    
    Amount for the year ended June 30, 2007 includes
    $82 million in income taxes incurred, resulting from the
    realignment of the Companys European and Asian businesses,
    and $37 million of quarterly estimated U.S. federal and
    state tax payments.   81




---



##### 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
      Organization
    Initial
    and Secondary Public Offerings
      Note 2.
    Summary
    of Significant Accounting Policies  Basis
    of Presentation and Consolidation
  Consolidation of Variable Interest Entities 
    an interpretation of ARB No. 51
 82




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Concentrations
    of Risk
    Burger King
  Use of
    Estimates
    Foreign
    Currency Translation
    Foreign
    Currency Transaction Gain or Losses
    Cash
    and Cash Equivalents
    Auction
    Rate Securities Available for Sale
  Statement of Cash
    Flows
  Allowance
    for Doubtful Accounts
   83




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Accounting by
    Creditors for Impairment of a Loan Accounting by Creditors for
    Impairment of a Loan  Income Recognition and
    Disclosures.
  Inventories
  (first-in,
  Property
    and Equipment, net
      Leases
  Accounting for Leases
     84




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Intangible
    Assets Not Subject to Amortization
  Burger King
  Long-Lived
    Assets
  Accounting
    for the Impairment or Disposal of 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.   85




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Other
    Comprehensive Income (Loss)
    Derivative
    Financial Instruments
  Accounting for Derivative
    Instruments and Hedging Activities
    Disclosures
    About Fair Value of Financial Instruments
  Cash and cash equivalents, trade accounts and notes
    receivable and accounts and drafts payable:
  Debt, including current maturities:
  Revenue
    Recognition
  Accounting for Franchise Fee
    Revenue
  Advertising
    and Promotional Costs
   86




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
        Income
    Taxes
  Accounting for Income
    Taxes
    Earnings
    per Share
    Stock-based
    Compensation
  Share-Based
    Payment Accounting for
    Stock-Based Compensation Accounting for Stock Issued to Employees Statement of Cash
    Flows.
   87




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Pension
    and Postretirement Benefits
  Employers Accounting for
    Defined Benefit Pension and Other Postretirement Plans an amendment of FASB Statements No. 87,
    88, 106 and 132(R) Employers Accounting for Pensions Employers Accounting for Settlements and
    Curtailments of Defined Benefit Plans and for Termination
    Benefits Employers Accounting for
    Postretirement Benefits Other Than Pensions Employers Disclosures
    about Pensions and Other Postretirement Benefits
      Before





AfterApplication of





Application ofSFAS No. 158


Adjustments


SFAS No. 158Other assets, net

$
80


$
3


$
83Total assets

$
2,514


$
3


$
2,517Other deferrals and liabilities

$
341


$
(7
)

$
334Deferred income taxes, net

$
91


$
4


$
95Total liabilities

$
1,804


$
(3
)

$
1,801Accumulated other comprehensive
    income

$
2


$
6


$
8Total stockholders equity

$
710


$
6


$
716     Adoption
    of SEC Staff Accounting Bulletin No. 108
  Considering the Effects of
    Prior Year Misstatements when Quantifying Misstatements in
    Current Year Financial Statements
 88




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
     Note 3.
    Stock-based
    Compensation  Form S-1
  Form S-1 Form S-1 S-1 S-1
     89




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Equity
    Incentive Plan and 2006 Omnibus Incentive Plan
          Form S-1.
 90




---



##### Table of Contents



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


AverageOptions


Exercise Price(000s)Outstanding at June 30, 2004


6,818


$
4.78Granted


5,143



4.28Exercised


(22
)


3.80Forfeited


(2,930
)


4.62Outstanding at June 30, 2005


9,009



4.55Granted


2,247



13.69Exercised


(1,248
)


4.78Forfeited


(2,600
)


4.50Outstanding at June 30, 2006


7,408


$
7.75     Risk-free interest rate(1)


5.01
%Expected term (in years)(2)


6.44Expected volatility


33.01
%Expected dividend yield(3)


0.54
%     (1)
    
    From 4.49% to 5.34%(2)
    
    From 6.25 years to 6.50 years(3)
    
    From 0.00% to 1.20%    Weighted AverageTotal


Weighted


Weighted


Total


RemainingNumber of


Average


Average


Intrinsic


Contractual TermOptions


Exercise Price


Option Value


Value


(Yrs)(In 000s)








(In 000s)Options outstanding as of
    July 1, 2006


7,408


$
7.75






$
64,397



Granted


264


$
16.07


$
6.71







Pre-vest forfeited


(496
)

$
8.50











Exercised


(1,922
)

$
4.54






$
30,510



Post-vest forfeited


(3
)

$
6.11











Options outstanding as of
    June 30, 2007


5,251


$
9.28






$
89,593



7.49Options exercisable as of
    June 30, 2007


1,680


$
6.65






$
33,082



7.00    91




---



##### Table of Contents



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





Average


WeightedAverage





Remaining


AverageTotal


Grant


Total


Contractual


RemainingNumber of


Date Fair


Intrinsic


Term


VestingNonvested Shares


Value


Value


(Yrs)


Life (Yrs)(In 000s)





(In 000s)Nonvested shares outstanding as of
    July 1, 2006


958


$
4.17


$
15,082







Granted


768


$
14.36











Vested & exercised


(320
)

$
2.91


$
6,508







Pre-vest forfeited


(53
)

$
10.03











Nonvested shares outstanding as of
    June 30, 2007


1,353


$
10.02


$
35,625



8.60



Nonvested shares unvested as of
    June 30, 2007


938


$
13.92


$
24,710



9.25



2.10       Note 4.
    Acquisitions,
    Closures and Dispositions  Acquisitions
  Business Combinations
  Years Ended June 30,2007


2006


2005Number of restaurants acquired


64



50



101Prepaids and other current assets

$
1


$



$
1Property and equipment, net


10



5



34Goodwill and other intangible
    assets


12



7



12Assumed liabilities


(6
)


(4
)


(3
)Total purchase price

$
17


$
8


$
44   Closures
    and Dispositions
    92




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Years Ended June 30,2007


2006


2005Number of restaurant closures


24



14



23Number of refranchisings


15



6



11Net (gain) loss on acquisitions,
    closures and dispositions

$
(5
)

$
(3
)

$
13     Note 5.
    Franchise
    Revenues    Years Ended June 30,2007


2006


2005Franchise royalties

$
438


$
401


$
396Initial franchise fees


12



10



9Other


10



9



8Total

$
460


$
420


$
413     Note 6.
    Trade and
    Notes Receivable, Net    Years Ended June 30,2007


2006Trade accounts receivable

$
149


$
134Notes receivable, current portion


5



7154



141Allowance for doubtful accounts
    and reserve for notes receivable, current portion


(29
)


(32
)Total, net

$
125


$
109     Years Ended June 30,2007


2006


2005Beginning balance

$
32


$
29


$
79(Recoveries) provision for
    doubtful accounts, net


(4
)


(2
)


1Write-offs and transfers to notes
    receivable


1



5



(51
)Ending balance

$
29


$
32


$
29  93




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Note 7.
    Property
    and Equipment, Net    Years Ended June 30,2007


2006Land





$
372


$
379Buildings and improvements


(up to 40 years
)


575



517Machinery and equipment


(up to 18 years
)


259



228Furniture, fixtures, and other


(up to 10 years
)


107



85Construction in progress






28



341,341



1,243Accumulated depreciation and
    amortization






(462
)


(357
)Property and equipment, net





$
879


$
886       Note 8.
    Intangible
    Assets, Net and Goodwill  Burger King
    Years Ended June 30,2007


2006Franchise agreements


26 years


$
74


$
68Favorable lease contracts


up to 20 years



27



32101



100Accumulated amortization






(21
)


(21
)Net carrying amount





$
80


$
79   No. 04-1, Accounting for Preexisting Relationships between the
    Parties to a Business Combination (EITF 04-1),
 94




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Note 9.
    Earnings
    Per Share    Years Ended June 30,2007


2006


2005Numerator:Numerator for basic and diluted
    earnings per share:Net income

$
148,123,057


$
27,401,649


$
47,513,644Denominator:Weighted average
    shares  basic


133,912,509



110,327,949



106,499,866Effect of dilutive securities


2,841,264



4,362,636



410,261Weighted average
    shares  diluted


136,753,773



114,690,585



106,910,127Basic earnings per share

$
1.11


$
0.24


$
0.44Diluted earnings per share

$
1.08


$
0.24


$
0.44     Note 10.
    Other
    Accrued Liabilities and Other Deferrals and
    Liabilities      Note 11.
    Long-Term
    Debt    Years Ended June 30,2007


2006Term Loan A

$
162


$
185Term Loan B-1


707



809Other


3



4Total debt


872



998Less: current maturities of debt


(1
)


(1
)Total long-term debt

$
871


$
997  95




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
               96




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
            2008

$
12009


122010


632011


882012


707Thereafter


1$
872       Note 12.
    Derivative
    Instruments  Interest
    Rate Swaps
   97




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
        Foreign
    Currency Forward Contracts
    Note 13.
    Interest
    Expense    Years Ended June 30,2007


2006


2005Term loans and PIK Notes

$
63


$
72


$
74Capital lease obligations


10



9



8Total

$
73


$
81


$
82    98




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Note 14.
    Income
    Taxes    Years Ended June 30,2007


2006


2005Domestic

$
217


$
79


$
93Foreign


6



1



(15
)Income before income taxes

$
223


$
80


$
78     Years Ended June 30,2007


2006


2005Current:DomesticFederal

$
52


$
(16
)

$
18State, net of federal income tax
    benefit


5



(1
)


2Foreign


8



2



265



(15
)


22Deferred:DomesticFederal


8



50



13State, net of federal income tax
    benefit






5



(3
)Foreign


2



13



(1
)10



68



9Total

$
75


$
53


$
31     Years Ended June 30,2007


2006


2005U.S. Federal income tax rate


35.0
%


35.0
%


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


2.1



2.8



2.8Benefit and taxes related to
    foreign operations


(3.5
)


11.1



(12.2
)Foreign exchange differential on
    tax benefits


(1.5
)


(1.9
)


4.8Change in valuation allowance


3.1



0.9



10.1Change in accrual for tax
    uncertainties


(2.0
)


18.4



4.4Other


0.4







(5.2
)Effective income tax rate


33.6
%


66.3
%


39.7
%    99




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Years Ended June 30,2007


2006


2005Income tax expense from continuing
    operations

$
75


$
53


$
31Interest rate swaps in accumulated
    other comprehensive income (loss)


(6
)


10



Pension liability in accumulated
    other comprehensive income (loss)


4



2



(2
)Adjustments to deferred income
    taxes related to brand






(6
)


Adjustments to the valuation
    allowance related to brand (See Note 8)


(3
)


(12
)


$
70


$
47


$
29     Years Ended June 30,2007


2006


2005Deferred income tax expense
    (exclusive of the effects of components listed below)

$
7


$
67


$
2Change in valuation allowance, net
    of amounts allocated as adjustments to purchase accounting


5



1



8Change in effective state income
    tax rate


(2
)






(1
)Total

$
10


$
68


$
9    100




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    As of June 30,2007


2006Deferred tax assets:Trade and notes receivable,
    principally due to allowance for doubtful accounts

$
21


$
28Accrued employee benefits


30



31Unfavorable leases


92



101Liabilities not currently
    deductible for tax


52



45Tax loss and credit carryforwards


78



38Property and equipment,
    principally due to differences in depreciation


72



61Other


3



7348



311Valuation allowance


(98
)


(89
)250



222Less deferred tax liabilities:Intangible assets


221



212Leases


48



49269



261Net deferred tax liability

$
19


$
39       Years Ended June 30,2007


2006


2005Beginning balance

$
89


$
78


$
65Change in estimates recorded to
    deferred income tax expense


5



1



8Change in estimates in valuation
    allowance recorded to intangible assets


(3
)


(12
)


Change due to increase in deferred
    tax assets that are fully reserved






20



5Changes from foreign currency
    exchange rates


7



2



Ending balance

$
98


$
89


$
78      101




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Note 15.
    Related
    Party Transactions             102




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Note 16.
    Leases      Years Ended June 30,2007


2006Land

$
197


$
196Buildings and improvements


85



78Restaurant equipment


3



2285



276Accumulated depreciation


(29
)


(23
)$
256


$
253     Years Ended June 30,2007


2006Future minimum rents to be received

$
330


$
353Estimated unguaranteed residual
    value


4



4Unearned income


(183
)


(200
)Allowance on direct financing
    leases


(1
)


(2
)150



155Current portion included within
    trade receivables


(8
)


(7
)Net investment in property leased
    to franchisees

$
142


$
148    103




---



##### Table of Contents



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





Lease CommitmentsFinancing


Operating


Capital


OperatingLeases


Leases


Leases


Leases2008

$
30


$
71


$
14


$
1602009


30



62



14



1482010


30



59



13



1362011


28



54



13



1262012


26



48



12



116Thereafter


186



323



74



737Total

$
330


$
617


$
140


$
1,423       Years Ended June 30,2007


2006


2005Rental income:Minimum

$
76


$
74


$
78Contingent


16



14



13Total rental income


92



88



91Earned income on direct financing
    leases


24



24



29Total property revenues

$
116


$
112


$
120     Years Ended June 30,2007


2006


2005Rental expense:Minimum

$
155


$
151


$
145Contingent


7



6



6Amortization of favorable and
    unfavorable lease contracts, net


(25
)


(24
)


(29
)Total rental expense

$
137


$
133


$
122    104




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Note 17.
    Stockholders
    Equity  Capital
    Stock
      Dividends
    Paid and Return of Capital
      Compensatory
    Make-Whole Payment
    Note 18.
    Pension
    and Post Retirement Medical Benefits    Pension
    Benefits
   105




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Postretirement
    Medical Benefits
      401(k)
    Benefits
        Non-Qualified
    Deferred Compensation Plan
     106




---



##### Table of Contents



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


International


U.S.Pension Plans


Pension Plans


Medical Plan2007


2006


2007


2006


2007


2006Change in benefit
    obligationBenefit obligation at beginning of
    year

$
142


$
165


$
20


$
16


$
22


$
22Service cost






3



2



2



1



1Interest cost


9



9



1



1



1



1Actuarial (gains) losses


1



(10
)


(3
)






(1
)


(1
)Curtailment gain






(21
)














Benefits paid


(6
)


(4
)






1



(1
)


(1
)Benefit obligation at end of year


146



142



20



20



22



22Change in plan
    assetsFair value of plan assets at
    beginning of year


95



82



15



11







Actual return on plan assets


9



7



2



3







Employer contributions


3



10



1



1







Benefits paid


(6
)


(4
)














Fair value of plan assets at end
    of year


101



95



18



15







Funded status of plan

$
(45
)

$
(47
)

$
(2
)

$
(5
)

$
(22
)

$
(22
)Amounts recognized in the
    consolidated balance sheet as of June 30,
    2007Noncurrent assets

$



$



$
3


$



$



$
Current liabilities


(1
)














(1
)


Noncurrent liabilities


(44
)






(5
)






(21
)


Net pension liability, end of
    fiscal year

$
(45
)

$



$
(2
)

$



$
(22
)

$
Amounts recognized in the
    consolidated balance sheet as of June 30,
    2006Accrued benefit liability

$



$
(47
)

$



$
(5
)

$



$
(24
)Amounts recognized in
    accumulated other comprehensive income
    (AOCI)Unrecognized actuarial gain

$
(2
)

$



$
(5
)

$



$
(3
)

$
AOCI due to initial adoption of
    SFAS 158 (before tax)

$
(2
)

$



$
(5
)

$



$
(3
)

$
    107




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Additional
    year-end information for the U.S. Pension Plans and
    International Pension Plans with accumulated benefit obligations
    in excess of plan assets
    U.S.


InternationalPension Plans


Pension Plans2007


2006


2007


2006Projected benefit obligation

$
145


$
142


$
5


$
20Accumulated benefit obligation

$
145


$
142


$
5


$
13Fair value of plan assets

$
101


$
95


$



$
15     Components
    of Net Periodic Benefit Cost
    U.S. Pension Plans


International Pension Plans


U.S Medical Plan2007


2006


2005


2007


2006


2005


2007


2006


2005Service cost

$



$
3


$
4


$
2


$
2


$
2


$
1


$
1


$
1Interest cost


8



9



9



1



1



1



1



1



1Expected return on plan assets


(8
)


(8
)


(6
)


(1
)


(1
)


(1
)










Curtailment gain






(6
)


























Amortization of prior service cost






1



























Recognized net actuarial loss










1























Net periodic benefit cost

$



$
(1
)

$
8


$
2


$
2


$
2


$
2


$
2


$
2   Assumptions
    U.S. Pension Plans


U.S. Medical Plan2007


2006


2005


2007


2006


2005Discount rate as of year-end


6.07
%


6.09
%


5.86
%


6.07
%


6.09
%


5.86
%Range of compensation rate increase


N/A
*


4.75
%


4.75
%


N/A



N/A



N/A     *
    
    The Company curtailed the U.S Pension Plan during the year ended
    June 30, 2006.   108




---



##### Table of Contents



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


U.S. Medical Plan2007


2006


2005


2007


2006


2005Discount rate


6.09
%


5.86
%


6.00
%


6.09
%


5.86
%


6.00
%Range of compensation rate increase


N/A
*


4.75
%


4.75
%


N/A



N/A



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


8.25
%


8.75
%


8.75
%


N/A



N/A



N/A     *
    
    The Company curtailed the U.S Pension Plan during the year ended
    June 30, 2006.      Years Ended June 30,2007


2006


2005Healthcare cost trend rate assumed
    for next year


10.00
%


10.00
%


9.00
%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



2013     Plan
    Assets
      U.S.


InternationalPension Plans


Pension PlansEquity securities


71
%


70
%Debt securities


29
%


28
%Other






2
%100
%


100
%     Estimated
    Future Cash Flows
   109




---



##### 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 Plan*Estimated Net Contributions During
    Fiscal 2008:

$
5


$



$
1Estimated Future Year Benefit
    Payments During Years Ended June 30,:2008

$
5


$



$
12009


5







12010


5







12011


5







12012


6







22013 - 2017


37



2



9     *
    
    Net of Part D Subsidy  st th
  Note 19.
    Other
    Operating Expenses (Income), Net    Years Ended June 30,2007


2006


2005(Gains) losses on asset
    acquisitions, closures and dispositions

$
(5
)

$
(3
)

$
13Impairment of long-lived assets










4(Recovery) impairment of
    investments in franchisee debt






(2
)


4Litigation settlements and reserves


2







2Other, net


2



3



11Other operating expenses (income),
    net

$
(1
)

$
(2
)

$
34        110




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Note 20.
    Commitments
    and Contingencies  Franchisee
    Restructuring Program
    10-year
      Guarantees
      Letters
    of Credit
     111




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Vendor
    Relationships
  Coca-Cola Burger King Coca-Cola
      Litigation
  and/or
    Other
   112




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Note 21.
    Segment
    Reporting        Years Ended June 30,2007


2006


2005Revenues:United States and Canada

$
1,451


$
1,382


$
1,275EMEA/APAC


681



576



586Latin America


102



90



79Total revenues

$
2,234


$
2,048


$
1,940     Years Ended June 30,2007


2006


2005Operating Income:United States and Canada

$
336


$
295


$
255EMEA/APAC


54



62



36Latin America


35



29



25Unallocated


(134
)


(216
)


(165
)Total income from operations


291



170



151Interest expense, net


67



72



73Loss on early distinguishment of
    debt


1



18



Income before income taxes


223



80



78Income tax expense


75



53



31Net income

$
148


$
27


$
47   Years Ended June 30,2007


2006


2005Depreciation and
    Amortization:United States and Canada

$
61


$
60


$
52EMEA/APAC


13



9



4Latin America


4



3



2Unallocated


11



16



16Total depreciation and amortization

$
89


$
88


$
74  113




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Years Ended June 30,2007


2006Assets:United States and Canada

$
1,843


$
1,978EMEA/APAC


587



498Latin America


58



45Unallocated


29



31Total assets

$
2,517


$
2,552   Years Ended June 30,2007


2006Long-Lived Assets:United States and Canada

$
827


$
854EMEA/APAC


125



114Latin America


40



35Unallocated


29



31Total long-lived assets

$
1,021


$
1,034     Years Ended June 30,2007


2006


2005Capital Expenditures:United States and Canada

$
41


$
43


$
40EMEA/APAC


25



17



27Latin America


8



10



8Unallocated


13



15



18Total capital expenditures

$
87


$
85


$
93    114




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Note 22.
    Quarterly
    Financial Data (Unaudited)    Quarters EndedSeptember 30, 2006


December 31, 2006


March 31, 2007


June 30, 2007Revenue

$
546


$
559


$
539


$
590Operating income

$
82


$
75


$
62


$
72Net income

$
40


$
38


$
34


$
36Basic earnings per share

$
0.30


$
0.28


$
0.25


$
0.26Diluted earnings per share

$
0.30


$
0.28


$
0.25


$
0.26   Quarters EndedSeptember 30, 2005


December 31, 2005


March 31, 2006


June 30, 2006Revenue

$
508


$
512


$
495


$
533Operating income

$
72


$
70


$
14


$
14Net income

$
22


$
27


$
(12
)

$
(10
)Basic earnings per share

$
0.21


$
0.25


$
(0.11
)

$
(0.08
)Diluted earnings per share

$
0.20


$
0.24


$
(0.11
)

$
(0.08
)     For the Quarters EndedJun 30,


Mar 31,


Dec 31,


Sep 30,


Jun 30,


Mar 31,


Dec 31,


Sep 30,2007


2007


2006


2006


2006


2006


2005


2005Selling, general and
    administrativeFranchise system distress impact(a)

$



$



$



$



$
(1
)

$



$



$
1Global reorganization and
    realignment


















7



2



1



Compensatory make-whole payment






















34







Executive severance


















5











Total effect on
    SG&A


















11



36



1



1Fees paid to
    affiliatesManagement fee


















1



2



3



3Management termination fee


















30











Total fees paid to
    affiliates


















31



2



3



3Other operating (income)
    expenses (OIE), netTermination of global headquarters
    lease


7



























Franchise system distress impact(b)


















1



(2
)


1



Total effect on OIE,
    net


7















1



(2
)


1



Total effect on income from
    operations


7















43



36



5



4Interest on $350 million
    loan repaid at IPO


















3



3







Loss on early extinguishment of
    debt


















4



1







13Total effect on income before
    income taxes

$
7


$



$



$



$
50


$
40


$
5


$
17  115




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    (a)
    
    Represents bad debt expense (recoveries), incremental
    advertising contributions and the internal and external costs of
    FFRP program administration.(b)
    
    Represents (recoveries) reserves on acquired debt, net and other
    items included within operating (income) expenses, net  Note 23.
    Subsequent
    Events     116




---



##### 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.
  Item 9B.
    Other
    Information    Form 10-K.
 117




---



##### Table of Contents



Part III
  Item 10.
    Directors,
    Executive Officers and Corporate Governance  Regulation S-K,
  EXECUTIVE
    OFFICERS OF THE REGISTRANT
  Name

Age

PositionJohn W. Chidsey


45


Chief Executive Officer and
    DirectorRussell B. Klein


50


President, Global Marketing,
    Strategy and InnovationBen K. Wells


53


Chief Financial OfficerJames F. Hyatt


51


Chief Operations OfficerPeter C. Smith


51


Chief Human Resources OfficerAnne Chwat


48


General Counsel and SecretaryCharles M. Fallon, Jr.


44


President, North AmericaAmy E. Wagner


42


Senior Vice President, Investor
    Relations and Global CommunicationsChristopher M. Anderson


40


Senior Vice President and
    Controller   John W. Chidsey
  Russell B. Klein
  Ben K. Wells 10-year
  James F. Hyatt Burger King
  Peter C. Smith
  Anne Chwat
 118




---



##### Table of Contents



Charles M. Fallon, Jr. Rent-A-Car
  Amy E. Wagner
  Christopher M. Anderson
  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
    Accountant 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

Description3
.1*

Amended and Restated Certificate
    of Incorporation of Burger King Holdings, Inc.3
.2*

Amended and Restated By-Laws of
    Burger King Holdings, Inc.4
.1**

Form of Common Stock Certificate 119




---



##### Table of Contents



ExhibitNumber

Description10
.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 agents10
.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, LLC10
.3**

Form of Management Subscription
    and Shareholders Agreement among Burger King Holdings,
    Inc., Burger King Corporation and its officers10
.4**

Form of Board Member Subscription
    and Shareholders Agreement among Burger King Holdings,
    Inc., Burger King Corporation and its directors10
.5**

Amendment to the Management
    Subscription and Shareholders Agreement among Burger King
    Holdings, Inc., Burger King Corporation and John W. Chidsey10
.6**

Management Subscription and
    Shareholders Agreement among Burger King Holdings, Inc.,
    Burger King Corporation and Gregory D. Brenneman10
.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 LLC10
.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 LLC10
.9**

Lease Agreement, dated as of
    May 10, 2005, between CM Lejeune, Inc. and Burger King
    Corporation10
.10**

Burger King Holdings, Inc. Equity
    Incentive Plan10
.11**

Burger King Holdings, Inc. 2006
    Omnibus Incentive Plan10
.12**

Burger King Corporation Fiscal
    Year 2006 Executive Team Restaurant Support Incentive Plan10
.13**

Form of Management Restricted Unit
    Agreement10
.14**

Form of Amendment to Management
    Restricted Unit Agreement10
.15**

Management Restricted Unit
    Agreement among John W. Chidsey, Burger King Holdings, Inc. and
    Burger King Corporation, dated as of October 8, 200410
.16**

Special Management Restricted Unit
    Agreement among Peter C. Smith, Burger King Holdings, Inc. and
    Burger King Corporation, dated as of December 1, 200310
.17**

Form of 2003 Management Stock
    Option Agreement10
.18**

Form of 2005 Management Stock
    Option Agreement 120




---



##### Table of Contents



ExhibitNumber

Description10
.19**

Form of Board Member Stock Option
    Agreement10
.20**

Form of Special Management Stock
    Option Agreement among John W. Chidsey, Burger King Holdings,
    Inc. and Burger King Corporation10
.21**

Management Stock Option Agreement
    among Gregory D. Brenneman, Burger King Holdings, Inc. and
    Burger King Corporation, dated as of August 1, 200410
.22**

Stock Option Agreement among
    Armando Codina, Burger King Holdings, Inc. and Burger King
    Corporation, dated as of February 14, 200610
.23**

Employment Agreement between John
    W. Chidsey and Burger King Corporation, dated as of
    April 7, 200610
.24*

Employment Agreement between
    Russell B. Klein and Burger King Corporation, dated as of
    April 20, 200610
.25**

Employment Agreement between Ben
    K. Wells, and Burger King Corporation, dated as of April 7,
    200610
.26**

Employment Agreement between James
    F. Hyatt and Burger King Corporation, dated as of April 20,
    200610
.27**

Employment Agreement between Peter
    C. Smith and Burger King Corporation, dated as of April 20,
    200610
.28**

Separation and Consulting Services
    Agreement between Gregory D. Brenneman and Burger King
    Corporation, dated as of April 6, 200610
.29**

Separation Agreement between
    Bradley Blum and Burger King Corporation, dated as of
    July 30, 200410
.30**

Restricted Stock Unit Award
    Agreement between Burger King Holdings, Inc. and John W.
    Chidsey, dated as of May 200610
.31**

Form of Restricted Stock Unit
    Award Agreement under the Burger King Holdings, Inc. 2006
    Omnibus Incentive Plan10
.32**

Form of Restricted Stock Unit
    Award Agreement under the Burger King Holdings, Inc. 2006 Equity
    Incentive Plan10
.33**

Form of Option Award Agreement
    under the Burger King Holdings, Inc. 2006 Omnibus Incentive Plan10
.34**

Form of Option Award Agreement
    under the Burger King Holdings, Inc. Equity Incentive Plan10
.35***

Form of Performance Award
    Agreement under the Burger King Holdings, Inc. 2006 Omnibus
    Incentive Plan10
.36***

Form of Retainer Stock Award
    Agreement for Directors under the Burger King Holdings, Inc.
    2006 Omnibus Incentive Plan10
.37***

Form of Annual Deferred Stock
    Award Agreement for Directors under the Burger King Holdings,
    Inc. 2006 Omnibus Incentive Plan10
.38****

Employment Agreement between Anne
    Chwat and Burger King Corporation dated as of April 20, 200610
.39*****

Agreement of Termination and
    Cancellation of Lease10
.40******

Burger King Savings Plan,
    including all amendments thereto10
.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 as of April 7, 200614
.1*

Burger King Code of Business
    Ethics and Conduct (Filed as Exhibit 14 to the Annual
    Report on
    Form 10-K
    dated August 31, 2006)14
.2

Code of Ethics for Executive
    Officers14
.3

Code of Conduct for Directors21
.1

List of Subsidiaries of the
    Registrant 121




---



##### Table of Contents



ExhibitNumber

Description23
.1

Consent of KPMG LLP31
.1

Certification of Chief Executive
    Officer of Burger King Holdings, Inc. pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200231
.2

Certification of Chief Financial
    Officer of Burger King Holdings, Inc. pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200232
.1

Certification of Chief Executive
    Officer of Burger King Holdings, Inc. pursuant to
    Section 906 of the Sarbanes-Oxley Act of 200232
.2

Certification of the Chief
    Financial Officer of Burger King Holdings, Inc. pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002     *
    
    Incorporated herein by reference to the Burger King Holdings,
    Inc. Annual Report on
    Form 10-K
    dated August 31, 2006**
    
    Incorporated herein by reference to the Burger King Holdings,
    Inc. Registration Statement on
    Form S-1
    (File
    No. 333-131897)***
    
    Incorporated herein by reference to the Burger King Holdings,
    Inc. Current Report on
    Form 8-K
    dated August 14, 2006****
    
    Incorporated herein by reference to the Burger King Holdings,
    Inc. Quarterly Report on
    Form 10-Q
    dated February 2, 2007*****
    
    Incorporated herein by reference to the Burger King Holdings,
    Inc. Current Report on
    Form 8-K
    dated May 9, 2007******
    
    Incorporated herein by reference to the Burger King Holdings,
    Inc. Registration Statement on
    Form S-8
    (File
    No. 333-144592)
    
    Management contract or compensatory plan or arrangement 122




---



##### Table of Contents



Signatures
      By:
    /s/  John
    W. ChidseyName: John
    W. Chidsey
    Title:   Chief Executive Officer and Director     Signature

Title

Date/s/  John
    W. ChidseyJohn
    W. Chidsey

Chief Executive Officer and
    Director (principal executive officer)

September 7, 2007/s/  Ben
    K. WellsBen
    K. Wells

Chief Financial Officer 
    (principal financial officer)

September 7, 2007/s/  Christopher
    M. AndersonChristopher
    M. Anderson

Senior Vice President and
    Controller (principal accounting officer)

September 7, 2007/s/  Brian
    Thomas SwetteBrian
    Thomas Swette

Non-Executive Chairman

September 7, 2007/s/  Andrew
    B. BalsonAndrew
    B. Balson

Director

September 7, 2007/s/  David
    BondermanDavid
    Bonderman

Director

September 7, 2007/s/  Richard
    W. BoyceRichard
    W. Boyce

Director

September 7, 2007/s/  David
    A. BrandonDavid
    A. Brandon

Director

September 7, 2007/s/  Ronald
    M. DykesRonald
    M. Dykes

Director

September 7, 2007/s/  Peter
    R. FormanekPeter
    R. Formanek

Director

September 7, 2007/s/  Manuel
    A. GarciaManuel
    A. Garcia

Director

September 7, 2007 123




---



##### Table of Contents



Signature

Title

Date/s/  Adrian
    JonesAdrian
    Jones

Director

September 7, 2007/s/  Sanjeev
    K. MehraSanjeev
    K. Mehra

Director

September 7, 2007/s/  Stephen
    G. PagliucaStephen
    G. Pagliuca

Director

September 7, 2007/s/  Kneeland
    C. YoungbloodKneeland
    C. Youngblood

Director

September 7, 2007  124




---



##### Table of Contents



ExhibitNumber

Description3
.1*

Amended and Restated Certificate
    of Incorporation of Burger King Holdings, Inc.3
.2*

Amended and Restated By-Laws of
    Burger King Holdings, Inc.4
.1**

Form of Common Stock Certificate10
.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 agents10
.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, LLC10
.3**

Form of Management Subscription
    and Shareholders Agreement among Burger King Holdings,
    Inc., Burger King Corporation and its officers10
.4**

Form of Board Member Subscription
    and Shareholders Agreement among Burger King Holdings,
    Inc., Burger King Corporation and its directors10
.5**

Amendment to the Management
    Subscription and Shareholders Agreement among Burger King
    Holdings, Inc., Burger King Corporation and John W. Chidsey10
.6**

Management Subscription and
    Shareholders Agreement among Burger King Holdings, Inc.,
    Burger King Corporation and Gregory D. Brenneman10
.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 LLC10
.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 LLC10
.9**

Lease Agreement, dated as of
    May 10, 2005, between CM Lejeune, Inc. and Burger King
    Corporation10
.10**

Burger King Holdings, Inc. Equity
    Incentive Plan10
.11**

Burger King Holdings, Inc. 2006
    Omnibus Incentive Plan10
.12**

Burger King Corporation Fiscal
    Year 2006 Executive Team Restaurant Support Incentive Plan10
.13**

Form of Management Restricted Unit
    Agreement10
.14**

Form of Amendment to Management
    Restricted Unit Agreement10
.15**

Management Restricted Unit
    Agreement among John W. Chidsey, Burger King Holdings, Inc. and
    Burger King Corporation, dated as of October 8, 2004 125




---



##### Table of Contents



ExhibitNumber

Description10
.16**

Special Management Restricted Unit
    Agreement among Peter C. Smith, Burger King Holdings, Inc. and
    Burger King Corporation, dated as of December 1, 200310
.17**

Form of 2003 Management Stock
    Option Agreement10
.18**

Form of 2005 Management Stock
    Option Agreement10
.19**

Form of Board Member Stock Option
    Agreement10
.20**

Form of Special Management Stock
    Option Agreement among John W. Chidsey, Burger King Holdings,
    Inc. and Burger King Corporation10
.21**

Management Stock Option Agreement
    among Gregory D. Brenneman, Burger King Holdings, Inc. and
    Burger King Corporation, dated as of August 1, 200410
.22**

Stock Option Agreement among
    Armando Codina, Burger King Holdings, Inc. and Burger King
    Corporation, dated as of February 14, 200610
.23**

Employment Agreement between John
    W. Chidsey and Burger King Corporation, dated as of
    April 7, 200610
.24*

Employment Agreement between
    Russell B. Klein and Burger King Corporation, dated as of
    April 20, 200610
.25**

Employment Agreement between Ben
    K. Wells, and Burger King Corporation, dated as of April 7,
    200610
.26**

Employment Agreement between James
    F. Hyatt and Burger King Corporation, dated as of April 20,
    200610
.27**

Employment Agreement between Peter
    C. Smith and Burger King Corporation, dated as of April 20,
    200610
.28**

Separation and Consulting Services
    Agreement between Gregory D. Brenneman and Burger King
    Corporation, dated as of April 6, 200610
.29**

Separation Agreement between
    Bradley Blum and Burger King Corporation, dated as of
    July 30, 200410
.30**

Restricted Stock Unit Award
    Agreement between Burger King Holdings, Inc. and John W.
    Chidsey, dated as of May 200610
.31**

Form of Restricted Stock Unit
    Award Agreement under the Burger King Holdings, Inc. 2006
    Omnibus Incentive Plan10
.32**

Form of Restricted Stock Unit
    Award Agreement under the Burger King Holdings, Inc. 2006 Equity
    Incentive Plan10
.33**

Form of Option Award Agreement
    under the Burger King Holdings, Inc. 2006 Omnibus Incentive Plan10
.34**

Form of Option Award Agreement
    under the Burger King Holdings, Inc. Equity Incentive Plan10
.35***

Form of Performance Award
    Agreement under the Burger King Holdings, Inc. 2006 Omnibus
    Incentive Plan10
.36***

Form of Retainer Stock Award
    Agreement for Directors under the Burger King Holdings, Inc.
    2006 Omnibus Incentive Plan10
.37***

Form of Annual Deferred Stock
    Award Agreement for Directors under the Burger King Holdings,
    Inc. 2006 Omnibus Incentive Plan10
.38****

Employment Agreement between Anne
    Chwat and Burger King Corporation dated as of April 20, 200610
.39*****

Agreement of Termination and
    Cancellation of Lease10
.40******

Burger King Savings Plan,
    including all amendments thereto10
.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 as of April 7, 2006 126




---



##### Table of Contents



ExhibitNumber

Description14
.1*

Burger King Code of Business
    Ethics and Conduct (Filed as Exhibit 14 to the Annual
    Report on
    Form 10-K
    dated August 31, 2006)14
.2

Code of Ethics for Executive
    Officers14
.3

Code of Conduct for Directors21
.1

List of Subsidiaries of the
    Registrant23
.1

Consent of KPMG LLP31
.1

Certification of Chief Executive
    Officer of Burger King Holdings, Inc. pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200231
.2

Certification of Chief Financial
    Officer of Burger King Holdings, Inc. pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200232
.1

Certification of Chief Executive
    Officer of Burger King Holdings, Inc. pursuant to
    Section 906 of the Sarbanes-Oxley Act of 200232
.2

Certification of the Chief
    Financial Officer of Burger King Holdings, Inc. pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002     *
    
    Incorporated herein by reference to the Burger King Holdings,
    Inc. Annual Report on
    Form 10-K
    dated August 31, 2006**
    
    Incorporated herein by reference to the Burger King Holdings,
    Inc. Registration Statement on
    Form S-1
    (File
    No. 333-131897)***
    
    Incorporated herein by reference to the Burger King Holdings,
    Inc. Current Report on
    Form 8-K
    dated August 14, 2006****
    
    Incorporated herein by reference to the Burger King Holdings,
    Inc. Quarterly Report on
    Form 10-Q
    dated February 2, 2007*****
    
    Incorporated herein by reference to the Burger King Holdings,
    Inc. Current Report on
    Form 8-K
    dated May 9, 2007******
    
    Incorporated herein by reference to the Burger King Holdings,
    Inc. Registration Statement on
    Form S-8
    (File
    No. 333-144592)
    
    Management contract or compensatory plan or arrangement 127