##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
      Form 10-K
  (Mark One)o

ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934orþ

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the Transition Period from
    July 1, 2010 to December 31, 2010   Commission file number:
    001-32875
      BURGER KING HOLDINGS,
    INC.
 (Exact name of Registrant as
    Specified in Its Charter)
  Delaware

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

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

33126(Zip Code)   Registrants telephone number, including area code(305) 378-3000
  Securities registered pursuant to Section 12(b) of the
    Act:
 None
  Securities registered pursuant to Section 12(g) of the
    Act:
 None
      o þ
  þ o
  o þ
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer þ
    Smaller
    reporting
    company o   Rule 12b-2 o þ
    DOCUMENTS
    INCORPORATED BY REFERENCE:
    None




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##### 





BURGER
    KING HOLDINGS, INC.
  2010
    FORM 10-K
    TRANSITION REPORT
  TABLE OF
    CONTENTS
   
 PART IItem 1.

Business


3Item 1A.

Risk Factors


16Item 1B.

Unresolved Staff Comments


33Item 2.

Properties


33Item 3.

Legal Proceedings


33Item 4.

ReservedPART IIItem 5.

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


35Item 6.

Selected Financial Data


36Item 7.

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


41Item 7A.

Quantitative and Qualitative Disclosures About
    Market Risk


76Item 8.

Financial Statements and Supplementary Data


79Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


154Item 9A.

Controls and Procedures


154PART IIIItem 10.

Directors, Executive Officers and Corporate
    Governance


154Item 11.

Executive Compensation


159Item 12.

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


180Item 13.

Certain Relationships and Related Transactions,
    and Director Independence


180Item 14.

Principal Accounting Fees and Services


181PART IVItem 15.

Exhibits and Financial Statement Schedules


182EX-10.64.AEX-10.70.BEX-10.74EX-10.75EX-18.1EX-21.1EX-31.1EX-31.2    Burger
    King®,

    Whopper®,

    Whopper
    Jr.®,

    Have It Your
    Way®,

    Burger King Bun Halves and Crescent
    Logo®,

    BK®

    Value Menu,
    BK®

    Breakfast Muffin Sandwich,
    BK®Kids Meal, Home of the
    Whopper®,

    Hungry
    Jacks®,

    BK®

    Fire-Grilled Ribs, BK Positive
    Stepstm,BK Stuffed
    Steakhousetm,

    BK Whopper
    Bartm,King
    Dealstm,

    Steakhouse
    XTtmand

    BKtmBreakfast Bowl, are trademarks of Burger King
    Corporation. References to fiscal 2010, fiscal 2009 and fiscal
    2008 in this
    Form 10-K
    are to the fiscal years ended June 30, 2010, 2009 and 2008,
    respectively, references to the Transition Period are to the six
    months ended December 31, 2010 and references to fiscal
    2011 are to the fiscal year ending December 31, 2011.
    Unless the context otherwise requires, all references to
    we, us, our and
    Company refer to Burger King Holdings, Inc. and its
    subsidiaries.
  In this document, we rely on and refer to information
    regarding the restaurant industry, the quick service restaurant
    segment and the fast food hamburger restaurant category that has
    been prepared by the industry research firm The NPD Group, Inc.
    (which prepares and disseminates Consumer Reported Eating Share
    Trends, or
    CREST®

    data) or compiled from market research reports, analyst reports
    and other publicly available information. All industry and
    market data that are not cited as being from a specified source
    are from internal analysis based upon data available from known
    sources or other proprietary research and analysis.
 2




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##### Table of Contents



Item 1.
    Business  Overview
    Burger
    King ®
  Form 10-K
  Our
    History
  Burger King Whopper®
  Our
    Industry
  ® 12-month
 3




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##### Table of Contents



12-month 12-month
  Our
    Business Strategy
  Burger King
  
    Expanding worldwide development:  The
    geographical expansion of our restaurant network and an increase
    in the number of new restaurants are key components of our
    growth plan. We expect that most of our new restaurant growth
    will come from franchisees. Consequently, our development
    strategy centers on ensuring that franchisees in each of our
    markets have the resources and incentives to grow. We expect to
    focus our international expansion plans on (1) markets
    where we already have an established presence but which have
    significant growth potential, such as Brazil, Spain, United
    Kingdom (U.K.), Germany and Turkey; (2) markets in which we
    have a small presence, but which we believe offer significant
    opportunities for development, such as China, Russia, Argentina,
    Colombia, Japan, Taiwan, Hong Kong and Italy; and
    (3) financially attractive new markets in the Middle East,
    Eastern Europe and throughout Asia. In addition, we have
    invested in joint ventures with franchisees to drive development
    in Taiwan and Northern China, and we expect to continue to use
    this investment vehicle as one of the strategies to increase our
    presence globally.
    Focusing on
    BK®

    brand equities and optimizing our menu:  The
    strength of our menu has been built on our brand equities of
    allowing consumers to customize their hamburgers their
    way and using our distinct flame-broiled cooking platform
    to make better tasting hamburgers. Our menu strategy seeks to
    optimize our menu by focusing on core products, such as our
    flagship Whoppersandwich and french fries, while
    improving menu variety through new product launches, such as the
    BK Stuffed
    Steakhousetm

    Burger, the first stuffed burger in the QSR segment. We have
    introduced, and will continue to introduce, new breakfast,
    dessert, beverage and snack menu offerings which will complement
    our core products. We will continue to employ innovative and
    creative marketing strategies to increase our restaurant traffic
    and comparable sales, and support new product launches. This
    includes integrated marketing campaigns utilizing social media,
    which we believe will resonate with our core consumer and expand
    our consumer base.
    Enhancing restaurant-level margins and
    profitability:  We believe we have a substantial
    opportunity to improve margins in our restaurants through both
    top line growth and cost management initiatives. We believe
    that, once implemented, these initiatives will help to increase
    Company restaurant profitability to the levels of our most
    successful franchisees. We also intend to work with our
    franchisees to improve the profitability of the entire system.  
    We plan to improve average restaurant sales in our system by
    (1) focusing on enhancing our guest experience, where we
    continued to observe improvements to our guest satisfaction
    scores during the Transition Period, and (2) rolling out a
    more efficient cost-effective remodel solution to drive
    meaningful sales lifts and maximize return on capital for
    ourselves and our franchisees.
    We are highly focused on improving restaurant level
    profitability through continued deployment of equipment and
    tools aimed at improving restaurant level performance, such as
    our point of sale cash register systems which we believe will
    reduce labor costs and waste, as well as improving inventory
    management. Our new POS systems are required to be installed
    system-wide by January 2014. In the kitchen, our revolutionary
    flexible batch broiler greatly improves cooking flexibility and
    facilitates a broader menu selection while reducing energy
    costs. The flexible batch broiler is currently installed in 91%
    of our Company restaurants and 71% of franchise restaurants
    worldwide.  
    Driving corporate-level G&A
    efficiencies:  We are highly focused on reducing
    our corporate general and administrative (G&A)
    expenses by (1) implementing a restructuring plan to drive
    efficiencies and create fiscal resources that will be reinvested
    in our business, (2) implementing a Zero Based
    Budgeting program, which is a method of annual planning
    designed to build a strong ownership culture by requiring 4




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##### Table of Contents



departmental budgets to estimate and justify costs and
    expenditures from a zero base, rather than focusing
    on the prior years base, and (3) tying a portion of
    managements incentive compensation specifically to our
    G&A budget. As a result of the initial implementation of
    our Zero Based Budgeting program, we expect to significantly
    reduce other corporate general and administrative expenses,
    including travel, technology, rental, maintenance, recruiting,
    utilities, training and communication costs, as well as
    professional fees. See Managements Discussion and
    Analysis of Results of Operations in Part II,
    Item 7 of this
    Form 10-K.  
    Selectively pursuing refranchising
    opportunities:  We will focus on selectively
    refranchising Company restaurants to new and existing
    franchisees to rationalize our Company restaurant portfolio,
    further improve our profitability and cash flow through reduced
    capital expenditures and increased royalty revenues, and provide
    new opportunities for franchisees. In fiscal 2010, we
    refranchised 37 Company restaurants in Germany and 54
    restaurants in the U.S., and during the Transition Period we
    refranchised all of our Company restaurants in the Netherlands
    to a new franchisee. We expect to refranchise up to half of our
    Company restaurant portfolio over the next three to five years.
    Focusing on cash flow generation and debt
    paydown:  We intend to tie a portion of
    managements incentive compensation to profitability and
    free cash flow generation, focusing on rapid deleveraging. We
    believe this compensation plan will foster an ownership
    mentality for management to encourage strong operational
    efficiencies and top line growth which will ultimately build the
    business for the long term.  Global
    Operations
  Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations Form 10-K.
  United
    States and Canada
    Company restaurants.
 5




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Company

% of Total U.S. andRestaurant

Canada CompanyRank

State/Province

Count

Restaurants1


Florida


256



26
%2


North Carolina


112



11
%3


Indiana


68



7
%4


Ontario


58



6
%5


Virginia


50



5
%6


Massachusetts


43



4
%7


Georgia


42



4
%7


Nebraska


42



4
%8


Ohio


38



4
%9


Connecticut


33



3
%9


Quebec


33



3
%10


New York


32



3
%   Franchise Restaurants. Burger King
      Franchise

% of Total U.S. andRestaurant

Canada FranchiseRank

State/Province

Count

Restaurants1


California


672



10
%2


Texas


464



7
%3


Michigan


328



5
%4


New York


311



5
%5


Ohio


309



5
%6


Illinois


303



5
%7


Florida


295



4
%8


Pennsylvania


237



4
%9


Georgia


214



3
%10


New Jersey


183



3
%  6




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##### Table of Contents



RestaurantRank


Name

Count


Location1


Carrols Corporation


305


Northeast, Midwest, and Southeast2


Stategic Restaurants Acquisition Company, LLC


282


West Coast and South-Central3


Heartland Food Corp.


256


Midwest and Canada4


Army Air Force Exchange Services


132


Multiple USA5


Bravokilo, Inc./Bravo Grande, Inc.


116


Midwest   Europe,
    the Middle East and Africa/Asia Pacific
    (EMEA/APAC)
  EMEA. Burger King
  APAC. Hungry
    Jacks ® , Burger King.
  Company restaurants.
    % of TotalCompany

EMEA/APACRestaurant

CompanyRank

Country

Count

Restaurants1


Germany


93



35
%2


United Kingdom


61



23
%3


Spain


45



17
%4


Singapore


42



16
%5


China


19



7
%6


Italy


4



2
%   Franchise Restaurants.
 7




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RestaurantRank

Name

Count

Location1


Tab Gida


336


Turkey2


Hungry Jacks Pty Ltd.


279


Australia3


Olayan Food Service Company


132


Saudi Arabia /UAE/Egypt/Oman4


System Restaurant Service Korea Co. Ltd.


114


Korea5


Al-Homaizi Foodstuff Company


91


United Kingdom/Kuwait   Latin
    America
        RestaurantRank

Name

Count

Location1


Alsea and Affiliates


196


Mexico/Argentina/Chile/Colombia2


Caribbean Restaurants, Inc.


175


Puerto Rico3


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


66


Mexico4


Operadora Exe S.A. de C.V.


48


Mexico5


B & A S.A.


42


Guatemala   Franchise
    Agreements
  General. Burger King
  United States and Canada. 20-year and/or
 8




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International. sub-franchise
  Franchise Restaurant Leases.
  Product Offerings and Development. Whopper Seattles Best
    Coffee ®
  Burger King
     9




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Steakhouse
    XTtm BK® BK Stuffed
    Steakhouse Burger King
  BK ® BK tm
  Operating
    Procedures
  Burger King Burger King
  Restaurant
    Design and Image
  Burger
    King
  Home of the
    Whopper ® Have it Your
    Way ®
  New
    Restaurant Development
  United States and Canada.
 10




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International.
  Advertising
    and Promotion
    Whopper
      Supply
    and Distribution
  Burger King Burger King
 11




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Burger King Burger King
  not-for-profit, Burger King Burger King
    Coca-Cola Burger King Coca-Cola
  Management
    Information Systems
      Quality
    Assurance
  sm
 12




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follow-up
  Burger
    King
  Burger King
  Intellectual
    Property
  and/or Burger King
  Management
    day-to-day
  Competition
   13




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Burger King
  Government
    Regulation
  Burger King
      Burger
    King
    and/or
   14




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Environmental
    Matters
  and/or
  Seasonal
    Operations
    Our
    Employees
    Financial
    Information about Business Segments and Regions
  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
 15




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##### Table of Contents



1-800-SEC-0330.
  Item 1A.
    Risk
    Factors  Special
    Note Regarding Forward-Looking Statements
  Certain statements made in this report that reflect
    managements expectations regarding future events and
    economic performance are forward-looking in nature and,
    accordingly, are subject to risks and uncertainties. These
    forward-looking statements include statements regarding our
    intent to focus on sales growth and profitability; our intent to
    focus on international expansion to increase the number of new
    restaurants; our beliefs and expectations regarding the mix of
    franchise restaurants and Company restaurants, including our
    expectations that the percentage of franchise restaurants will
    increase over the next few years; our beliefs and expectations
    regarding our newly developed restaurant design; our beliefs and
    expectations regarding the strength of our menu and our ability
    to optimize our menu by focusing on core products while
    improving menu variety through new product launches; our
    expectations regarding opportunities to enhance restaurant-level
    margins and profitability; our intention to continue to employ
    innovative and creative marketing strategies to increase our
    restaurant traffic and comparable sales; our intention to focus
    on enhancing the guest experience and improve average restaurant
    sales by rolling out a more efficient cost-effective remodel
    solution to drive meaningful sales lifts and maximize return on
    capital for ourselves and our franchisees; our beliefs and
    expectations regarding our ability to reduce our general and
    administrative expenses; our beliefs and expectations regarding
    our ability to refranchise up to half of our current Company
    restaurant portfolio within the next three to five years; our
    ability to manage fluctuations in foreign currency exchange and
    interest rates; our estimates regarding our liquidity, capital
    expenditures and sources of both, and our ability to fund future
    operations and obligations; our estimates regarding the
    fulfillment of certain volume purchase commitments; our
    expectations regarding the impact of accounting pronouncements;
    our intention to renew hedging contracts; and our expectations
    regarding unrecognized tax benefits. 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.
  Risks
    related to our business
  Our
    success depends on our ability to compete with our major
    competitors.
  Burger King
   16




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Some
    of our competitors have significantly greater resources than we
    do, and therefore we may be at a disadvantage in competing with
    them.
    and/or
  Economic
    conditions are adversely affecting consumer discretionary
    spending and may continue to negatively impact our business and
    operating results.
    and/or and/or
  Our
    substantial indebtedness could adversely affect our financial
    condition and prevent us from fulfilling our debt
    obligations.
  7 8
 17




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
    limiting our ability to obtain additional financing to fund
    future working capital, capital expenditures, acquisitions or
    other general corporate requirements;
    requiring a substantial portion of our cash flows to be
    dedicated to debt service payments instead of other purposes,
    thereby reducing the amount of cash flows available for working
    capital, capital expenditures, acquisitions and other general
    corporate purposes;
    increasing our vulnerability to adverse changes in general
    economic, industry and competitive conditions;
    exposing us to the risk of increased interest rates as certain
    of our borrowings, including borrowings under our senior secured
    credit facilities, are at variable rates of interest;
    limiting our flexibility in planning for and reacting to changes
    in the industry in which we compete;
    placing us at a disadvantage compared to other, less leveraged
    competitors; and
    increasing our cost of borrowing.      We may
    not be able to generate sufficient cash to service all of our
    indebtedness, and may be forced to take other actions to satisfy
    our obligations under our indebtedness, which may not be
    successful.
     18




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The
    terms of our Senior Notes Indenture and the New Credit Agreement
    restrict our current and future operations, particularly our
    ability to respond to changes or to take certain
    actions.
    
    incur additional indebtedness and guarantee indebtedness;
    pay dividends or make other distributions in respect of, or
    repurchase or redeem, capital stock;
    prepay, redeem or repurchase certain debt;
    make loans and investments;
    sell or otherwise dispose of assets;
    incur liens;
    enter into transactions with affiliates;
    alter the businesses we conduct;
    enter into agreements restricting our subsidiaries ability
    to pay dividends; and
    consolidate, merge or sell all or substantially all of our
    assets.      
    finance our operations;
    make needed capital expenditures;
    make strategic acquisitions or investments or enter into joint
    ventures;
    withstand a future downturn in our business, the industry or the
    economy in general;
    engage in business activities, including future opportunities,
    that may be in our interest; and
    plan for or react to market conditions or otherwise execute our
    business strategies.     19




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The
    concentration of our restaurants in limited geographic areas
    subjects us to additional risk.
        Our
    business is subject to fluctuations in foreign currency exchange
    and interest rates.
     20




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Our
    quarterly results of operations are subject to fluctuations due
    to the seasonality of our business and other
    events.
    Increases
    in the cost of food, paper products and energy could harm our
    profitability and operating results.
        Increases
    in labor costs could slow our growth or harm our
    business.
   21




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##### Table of Contents



and/or
  Our
    operating results depend on the effectiveness of our marketing
    and advertising programs.
    Our
    future prospects depend on our ability to implement our strategy
    of increasing our restaurant portfolio.
    
    the selection and availability of suitable restaurant locations;
    the impact of local tax, zoning, land use and environmental
    rules and regulations on our ability and the ability of our
    franchisees to develop restaurants, and the impact of any
    material difficulties or failures that we and our franchisees
    experience in obtaining the necessary licenses and approvals for
    new restaurants;
    the negotiation of acceptable lease terms;
    the availability of bank credit and, for franchise restaurants,
    the ability of franchisees to obtain acceptable financing terms;
    securing acceptable suppliers;
    employing and training qualified personnel; and
    consumer preferences and local market conditions.  Burger King
 22




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Approximately
    90% of our current restaurants are franchised and this
    restaurant ownership mix presents a number of disadvantages and
    risks.
    and/or
  Franchisee
    support of our marketing and advertising programs is critical
    for our success.
  BK®
  Our
    operating results are closely tied to the success of our
    franchisees; however, our franchisees are independent operators
    and we have limited influence over their restaurant
    operations.
     23




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We
    have limited influence over the decision of franchisees to
    invest in other businesses or incur excessive
    indebtedness.
  Burger King Burger King Burger King
  If we
    fail to successfully implement our restaurant reimaging
    initiative, our ability to increase our revenues and operating
    profits may be adversely affected.
     24




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Our
    portfolio management program may adversely affect our results of
    operations and may not yield the long-term financial results
    that we expect.
        Our
    international operations subject us to additional risks and
    costs and may cause our profitability to decline.
    
    governmental laws, regulations and policies adopted to manage
    national economic conditions, such as increases in taxes,
    austerity measures that impact consumer spending, monetary
    policies that may impact inflation rates and currency
    fluctuations;
    the risk of single franchisee markets and single distributor
    markets;
    the risk of markets in which we have granted subfranchising
    rights;
    the effects of legal and regulatory changes and the burdens and
    costs of our compliance with a variety of foreign laws;
    changes in the laws and policies that govern foreign investment
    and trade in the countries in which we operate;
    risks and costs associated with political and economic
    instability, corruption,
    anti-American
    sentiment and social and ethnic unrest in the countries in which
    we operate; 25




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##### Table of Contents




    the risks of operating in developing or emerging markets 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;
    risks arising from the significant and rapid fluctuations in
    currency exchange markets and the decisions and positions that
    we take to hedge such volatility;
    changing labor conditions and difficulties in staffing our
    international operations;
    the impact of labor costs on our margins given our
    labor-intensive business model and the long-term trend toward
    higher wages in both mature and developing markets and the
    potential impact of union organizing efforts on
    day-to-day
    operations of our restaurants;
    the effects of increases in the taxes we pay and other changes
    in applicable tax laws;
    whether we can develop effective initiatives in underperforming
    markets that may be experiencing challenges such as low consumer
    confidence levels, negative consumer perceptions about our
    foods, slow economic growth or a highly competitive operating
    environment;
    the nature and timing of decisions about underperforming markets
    or assets, including decisions that result in significant
    impairment charges that reduce our earnings; and
    our ability to identify and secure appropriate real estate sites
    and to manage the costs and profitability of our growth in light
    of competitive pressures and other operating conditions that may
    limit pricing flexibility.    Franchisees
    may not be willing or able to renew their franchise agreements
    with us.
  20-year
  Our
    business is affected by changes in consumer preferences and
    perceptions.
    Food
    safety and food-borne illness concerns may have an adverse
    effect on our business.
   26




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and/or
  Our
    results can be adversely affected by unforeseen events, such as
    adverse weather conditions, natural disasters or catastrophic
    events.
    Shortages
    or interruptions in the availability and delivery of food,
    beverages and other supplies may increase costs or reduce
    revenues.
    and/or
 27




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The
    loss of key management personnel or our inability to attract and
    retain new qualified personnel could hurt our business and
    inhibit our ability to operate and grow
    successfully.
    Changes
    in tax laws and unanticipated tax liabilities could adversely
    affect the taxes we pay and our profitability.
  non-U.S. earnings
      Leasing
    and ownership of a significant portfolio of real estate exposes
    us and our franchisees to possible liabilities and
    losses.
      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.
   28




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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.
          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.
   29




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Changes
    in governmental regulations may adversely affect restaurant
    operations and our financial results.
  and/or
  
    the impact of the Fair Labor Standards Act, which governs such
    matters as minimum wage, overtime and other working conditions,
    family leave mandates and a variety of other laws enacted by
    states that govern these and other employment matters;
    the impact of immigration and other local and foreign laws and
    regulations on our business;
    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 impact of recent efforts to require the listing of specified
    nutritional information on menus and menu boards on consumer
    demand for our products;
    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 impact of costs of compliance with privacy, consumer
    protection and other laws, the impact of costs resulting from
    consumer fraud and the impact on our margins as the use of
    cashless payments increases.    Burger
 30




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##### Table of Contents



King
    We are
    subject to risks related to the provision of employee health
    care benefits.
        The
    personal information that we collect may be vulnerable to
    breach, theft or loss that could adversely affect our
    reputation, results of operation and financial
    condition.
   31




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##### Table of Contents



Information
    technology system failures or interruptions or breaches of our
    network security may interrupt our operations, subject us to
    increased operating costs and expose us to
    litigation.
  point-of-sale
    Compliance
    with or cleanup activities required by environmental laws may
    hurt our business.
      We may
    not properly effectuate our restructuring plan or we may not
    realize our anticipated cost savings from our significant cost
    savings initiatives.
  and/or
 32




---



##### Table of Contents



We are
    owned and controlled by 3G Capital and its interests may
    conflict with other stakeholders.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties      LeasedBuilding/Land &


TotalOwned(1)


Land


Building


Leases


TotalUnited States and Canada:Company restaurants


320



211



453



664



984Franchisee-operated properties


455



317



204



521



976Non-operating restaurant locations


37



14



20



34



71Offices and other(2)










6



6



6Total


812



542



683



1,225



2,037International:Company restaurants


14



48



298



346



360Franchisee-operated properties


3



3



82



85



88Non-operating restaurant locations


4







10



10



14Offices and other(2)


2







10



10



12Total


23



51



400



451



474     (1)
    
    Owned refers to properties where we own the land and the
    building.(2)
    
    Other properties include a consumer research center and storage
    facilities.  Item 3.
    Legal
    Proceedings  Ramalco Corp. et al. v. Burger King Corporation No. 09-43704CA05
 33




---



##### Table of Contents



Castenada v. Burger King Corp. and Burger King
    Corporation. No. CV08-4262 Burger King Vallabhapurapu v.
    Burger King Corporation No. C11-00667
  National Franchisee Association v. Burger King
    Corporation No. 09-CV-23435 Family Dining, Inc. v. Burger King Corporation No. 10-CV-21964 Burger King BK 1 4 Family
    Dining
  Darcy Newman v. Burger
    King Holdings, Inc. et. al . No. 10-48422CA30, Belle Cohen v. David A. Brandon, et. al . No. 10-48395CA32, Melissa Nemeth v. Burger King Holdings, Inc. et.
    al . No. 10-48424CA05 Vijayalakshmi Venkataraman v. John W. Chidsey et. al . No. 10-48402CA13,
  Roberto S. Queiroz v. Burger King
    Holdings, Inc., et al No. 5808-VCP
 34




---



##### Table of Contents



Robert Debardelaben v. Burger King
    Holdings No. 5850-UA Debardelaben Debardelaben Queiroz
  schedule 14D-9,
     Part II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Market
    for Our Common Stock
    Dividend
    Policy
     35




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##### Table of Contents



Item 6.
    Selected
    Financial Data  On October 19, 2010, we were acquired by an affiliate of
    3G Capital in a transaction accounted for as a business
    combination. Unless the context otherwise requires, all
    references to we, us, our
    and Successor refer to Burger King Holdings, Inc.
    and all its subsidiaries, including BKC, for the period
    subsequent to this acquisition. All references to our
    Predecessor refer to Burger King Holdings, Inc. and
    all its subsidiaries, including BKC, 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 acquisition method of accounting, which resulted
    in purchase price allocations that affect the comparability of
    results of operations for periods before and after the
    acquisition.
      Managements Discussion and Analysis of
    Financial Condition and Results of Operations Financial Statements and
    Supplementary Data
    Combined

Successor


PredecessorFor the Period of


For the Period ofSix Months Ended

October 19, 2010 to


July 1, 2010 to

For the Fiscal Years Ended June 30,December 31, 2010

December 31, 2010


October 18, 2010

2010

2009

2008

2007

2006(In millions, except per share data)Statement of Operations Data:Revenues:Company restaurant revenues

$
846.2


$
331.7



$
514.5


$
1,839.3


$
1,880.5


$
1,795.9


$
1,658.0


$
1,515.6Franchise revenues


280.7



111.5




169.2



549.2



543.4



537.2



459.5



419.8Property revenues


56.6



22.6




34.0



113.7



113.5



121.6



116.2



112.4Total revenues


1,183.5



465.8




717.7



2,502.2



2,537.4



2,454.7



2,233.7



2,047.8Income (loss) from operations(1)


30.0



(71.5
)



101.5



332.9



339.4



354.2



294.6



171.3Net income (loss)

$
(34.5
)

$
(105.6
)


$
71.1


$
186.8


$
200.1


$
189.6


$
148.1


$
27.1Cash dividends per common share(2)


N/A



N/A



$
0.06


$
0.25


$
0.25


$
0.25


$
0.13


$
3.42   36




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##### Table of Contents



Combined

Successor


PredecessorFor the Period of


For the Period ofSix Months Ended

October 19, 2010 to


July 1, 2010 to

For the Fiscal Years Ended June 30,December 31, 2010

December 31, 2010


October 18, 2010

2010

2009

2008

2007

2006(In millions)Other Financial Data:Net cash (used for) provided by operating activities

$
(6.9
)

$
(128.2
)



121.3


$
310.4


$
310.8


$
243.4


$
110.4


$
67.0Net cash used for investing activities


(3,350.1
)


(3,345.3
)



(4.8
)


(134.9
)


(242.0
)


(199.3
)


(77.4
)


(66.7
)Net cash provided by (used for) financing activities


3,366.8



3,396.4




(29.6
)


(96.9
)


(105.5
)


(62.0
)


(126.9
)


(172.6
)Capital expenditures


46.6



28.4




18.2



150.3



204.0



178.2



87.3



85.1Adjusted EBITDA(3)


230.0



95.1




134.9



460.9



455.6



460.6



387.3



345.6   Successor


PredecessorAs of December 31,


As of June 30,2010


2010

2009

2008

2007

2006(In millions)Balance Sheet Data:Cash and cash equivalents

$
207.0



$
187.6


$
121.7


$
166.0


$
169.4


$
258.8Total assets(4)


5,559.4




2,747.2



2,707.1



2,686.5



2,516.8



2,552.0Total debt and capital lease obligations(4)


2,748.6




826.3



888.9



947.4



942.5



1,064.3Total liabilities(4)


4,104.4




1,618.8



1,732.3



1,842.0



1,801.2



1,984.5Total stockholders equity(4)


1,455.0




1,128.4



974.8



844.5



715.6



566.6   Combined

PredecessorFor the Six MonthsEnded December 31,

For the Fiscal Years Ended June 30,2010

2010

2009

2008

2007

2006Other Operating Data:Comparable sales growth(5)(6)(7)


(2.7
)%


(2.3
)%


1.2
%


5.4
%


3.4
%


1.9
%Sales growth(5)(6)


2.2
%


2.1
%


4.2
%


8.3
%


4.9
%


2.1
%Average restaurant sales (in thousands)(6)

$
622


$
1,244


$
1,259


$
1,301


$
1,193


$
1,126     (1)
    
    Amount includes $77.7 million of transaction costs,
    $67.2 million of restructuring costs and $11.8 million
    of acquisition accounting adjustments for the period from
    October 19, 2010 to December 31, 2010.(2)
    
    The cash dividend paid in fiscal 2006 represents a special
    dividend paid prior to our Predecessors initial public
    offering.(3)
    
    EBITDA is defined as earnings (net income or loss) before
    interest, taxes, depreciation and amortization, and is used by
    management to measure operating performance of the business.
    Adjusted EBITDA represents EBITDA as further adjusted to exclude
    specifically identified items that management believes do not
    directly reflect our core operations. Adjusted EBITDA is a tool
    intended to assist our management in comparing our performance
    on a consistent basis for purposes of business decision-making
    by removing the impact of certain items that management believes
    do not directly reflect our core operations. We also believe
    that EBITDA and Adjusted EBITDA improve the comparability of
    Predecessor and Successor results of operations because the
    application of acquisition accounting resulted in non-comparable
    depreciation and amortization for Predecessor and Successor
    periods. Additionally, we incurred significant expenses in
    connection with the Transactions and our Restructuring Plan in
    the period October 19, 2010 to December 31, 2010,
    which we reflect as adjustments to EBITDA. See
    Managements Discussion and Analysis of Financial
    Condition and Results of Operations  Factors
    Affecting Comparability of Results of Operations. 37




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##### Table of Contents



EBITDA and Adjusted EBITDA are used as part of our incentive
    compensation program for our executive officers and others and
    are factors in our tangible and intangible asset impairment
    tests. EBITDA and Adjusted EBITDA are intended to provide
    additional information only and do not have any standard meaning
    prescribed by generally accepted accounting principles in the
    U.S., or U.S. GAAP.We also believe EBITDA and Adjusted EBITDA are useful to
    investors, analysts and other external users of our consolidated
    financial statements because they are widely used by investors
    to measure operating performance without regard to items such as
    income taxes, net interest expense, depreciation and
    amortization, non-cash stock compensation expense and other
    infrequent or unusual items, which can vary substantially from
    company to company depending upon accounting methods and book
    value of assets, financing methods, capital structure and the
    method by which assets were acquired.EBITDA and Adjusted EBITDA have limitations as analytic tools,
    and you should not consider such measures either in isolation or
    as substitutes for analyzing our results of operations as
    reported under GAAP. Some of these limitations are:  
    
    EBITDA and Adjusted EBITDA do not reflect changes in, or cash
    requirements for, our working capital needs;
    
    EBITDA and Adjusted EBITDA do not reflect our interest expense,
    or cash requirements necessary to service interest or principal
    payments, on our debt;
    
    EBITDA and Adjusted EBITDA do not reflect our tax expense or
    cash requirements to pay our taxes;
    
    EBITDA and Adjusted EBITDA do not reflect historical cash
    expenditures or future requirements for capital expenditures or
    contractual commitments;
    
    EBITDA and Adjusted EBITDA do not reflect our significant
    pension and post-retirement obligations;
    
    although depreciation and amortization are non-cash charges, the
    assets being depreciated and amortized will often have to be
    replaced in the future, and EBITDA and Adjusted EBITDA do not
    reflect cash requirements for such replacements; and
    
    other companies in our industry may calculate EBITDA and
    Adjusted EBITDA differently, limiting their usefulness as
    comparative measures.   38




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##### Table of Contents



Combined

Successor


PredecessorFor the Period from


For the Period fromSix Months Ended

October 19, 2010 to


July 1, 2010 to

For the Fiscal Years Ended June 30,December 31, 2010

December 31, 2010


October 18, 2010

2010

2009

2008

2007

2006Net income (loss)

$
(34.5
)

$
(105.6
)


$
71.1


$
186.8


$
200.1


$
189.6


$
148.1


$
27.1Interest expense, net


75.6



61.0




14.6



48.6



54.6



61.2



67.8



89.8Income tax expense (benefit)


(11.1
)


(26.9
)



15.8



97.5



84.7



103.4



78.7



54.4Depreciation and amortization


64.6



33.4




31.2



111.7



98.1



95.6



88.8



87.9EBITDA


94.6



(38.1
)



132.7



444.6



437.5



449.8



383.4



259.2Stock-based compensation expense(a)


5.8








5.8



17.0



16.2



11.4



4.9



0.5Other operating (income) expense, net(b)


(15.3
)


(11.7
)



(3.6
)


(0.7
)


1.9



(0.6
)


(1.0
)


(2.1
)Compensation-related costs of the Transactions(c)


34.5



34.5
























Transaction costs(d)


43.2



43.2
























Restructuring Plan and Realignment(e)


67.2



67.2
























15.0Compensatory make-whole payment(f)































34.0Management fees and management agreement termination fee(g)































39.0Adjusted EBITDA

$
230.0


$
95.1



$
134.9


$
460.9


$
455.6


$
460.6


$
387.3


$
345.6    (a)
    
    Stock-based compensation expense related to expense for stock
    option plans, restricted stock units and restricted stock awards
    for employees of the Company. For the period from July 1,
    2010 to October 18, 2010 and for fiscal years ended
    June 30, 2010, 2009, 2008, 2007 and 2006, the Company
    recognized stock-based compensation cost based on the grant date
    estimated fair value of each award, net of estimated
    forfeitures, over the employees requisite service period,
    which is generally the vesting period of the equity award.(b)
    
    Represents income and expenses that are not directly derived
    from the Companys primary business such as gains and
    losses on asset and business disposals, write-offs associated
    with Company restaurant closures, impairment charges, charges
    recorded in connection with acquisitions of franchise
    operations, gains and losses on currency transactions, gains and
    losses on foreign currency forward contracts and other
    miscellaneous items.(c)
    
    Represents the compensation-related expenses associated with the
    Transactions (as defined below). See Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Factors Affecting Comparability of
    Results of Operations  The Transactions in
    Part II, Item 7 of this report.(d)
    
    Represents the transaction expenses associated with the
    Transactions, consisting principally of investment banking fees
    and legal fees. See Managements Discussion and
    Analysis of Financial Condition and Results of
    Operations  Factors Affecting Comparability of
    Results of Operations  The Transactions in
    Part II, Item 7 of this report.(e)
    
    In the period October 19, 2010 to December 31, 2010,
    we recorded charges totaling $67.2 million for severance
    and other compensation-related items in connection with our
    restructuring plan. See Managements Discussion
    and Analysis of Financial Condition and Results of
    Operations  Factors Affecting Comparability of
    Results of Operations  Restructuring Plan
    in Part II, Item 7 of this report. In fiscal 2006, we
    recorded expenses totaling $15 million in connection with a
    global realignment and executive severance.(f)
    
    Represents a payment to stock option and restricted stock
    holders in connection with a February 2006 financing transaction
    and dividend payment. 39




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##### Table of Contents



(g)
    
    In February 2006, we entered into an agreement to terminate a
    management fee with the previous owners of our equity interests
    in exchange for a fee of $30 million. Prior to the
    termination, we paid management fees equal to 0.5% of our annual
    revenue.  (4)
    
    Amounts include acquisition accounting adjustments as a result
    of the Merger. Refer to Note 1 to our audited Consolidated
    Financial Statements included in Part II, Item 8
    Financial Statements and Supplementary Data.(5)
    
    Comparable sales growth and sales growth are analyzed on a
    constant currency basis, which means they are calculated by
    translating current year results at prior year average exchange
    rates, to remove the effects of currency fluctuations from these
    trend analyses. We believe these constant currency measures
    provide a more meaningful analysis of our business by
    identifying the underlying business trends, without distortion
    from the effect of foreign currency movements.(6)
    
    Unless otherwise stated, comparable sales growth, sales growth
    and average restaurant sales are presented on a system-wide
    basis, which means they include Company restaurants and
    franchise restaurants. Franchise sales represent sales at all
    franchise restaurants and are revenues to our franchisees. We do
    not record franchise sales as revenues. However, our royalty
    revenues are calculated based on a percentage of franchise
    sales. See Managements Discussion and Analysis of
    Financial Condition and Results of Operations  Key
    Business Measuresin Part II, Item 7 of this
    report.(7)
    
    Comparable sales growth refers to the change in restaurant sales
    in one period from the same period in the prior year for
    restaurants that have been open for thirteen months or longer.  Burger
    King Holdings, Inc. and Subsidiaries Restaurant Count
    Successor



PredecessorAs of December 31,



As of December 31,


As of June 30,2010



2009


2010


2009Number of Company restaurants:U.S. & Canada


984




1,029



987



1,043EMEA/APAC


264




299



303



294Latin America


96




94



97



92Total Company restaurants


1,344




1,422



1,387



1,429Number of franchise restaurants:U.S. & Canada


6,566




6,516



6,562



6,491EMEA/APAC


3,297




3,129



3,184



3,019Latin America


1,044




1,011



1,041



986Total franchise restaurants


10,907




10,656



10,787



10,496Number of system-wide restaurants:U.S. & Canada


7,550




7,545



7,549



7,534EMEA/APAC


3,561




3,428



3,487



3,313Latin America


1,140




1,105



1,138



1,078Total system-wide restaurants


12,251




12,078



12,174



11,925  40




---



##### Table of Contents



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
    report.
  All references to the Transition Period in this section are
    to the six months ended December 31, 2010, derived by
    adding the audited results of operations of our Predecessor from
    July 1, 2010 to October 18, 2010 to our audited
    results of operations from October 19, 2010 to
    December 31, 2010. The combined financial data for the
    Transition Period do not comply with generally accepted
    accounting principles and are not intended to represent what our
    operating results would have been if the acquisition had
    occurred at the beginning of the period because the periods
    being combined are under two different bases of accounting as a
    result of the acquisition on October 19, 2010. See
    Factors Affecting Comparability  The
    Transactions. References to fiscal 2010, fiscal 2009 and
    fiscal 2008 in this section are to our Predecessors fiscal
    years ended June 30, 2010, 2009 and 2008, respectively.
    Unless otherwise stated, comparable sales growth, average
    restaurant sales and sales growth are presented on a system-wide
    basis, which means that these measures include sales at both
    Company restaurants and franchise restaurants. Franchise sales
    represent sales at all franchise restaurants and are revenues to
    our franchisees. We do not record franchise sales as revenues;
    however, our franchise revenues include royalties based on
    franchise sales. System-wide results are driven primarily by our
    franchise restaurants, as approximately 90% of our current
    system-wide restaurants are franchised.
  Overview
       41




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##### Table of Contents



Recent
    Developments
  Merger
    and Acquisition Financing Transactions
  7 8
  Change
    in Fiscal Year
    Restructuring
    plan
        Burger King
 42




---



##### Table of Contents



Key
    Business Measures
  Burger King
  Comparable
    Sales Growth
    For the SixMonths Ended

For the Fiscal YearsDecember 31,

Ended June 30,2010

2009

2010

2009

2008(In constant currencies)Company Comparable Sales Growth:U.S. & Canada


(4.9
)%


(2.1
)%


(2.4
)%


0.5
%


2.6
%EMEA/APAC


(0.7
)%


(1.2
)%


(2.1
)%


0.1
%


3.8
%Latin America


(3.1
)%


(5.3
)%


(4.1
)%


(3.2
)%


1.8
%Total Company Comparable Sales Growth


(3.8
)%


(2.0
)%


(2.4
)%


0.3
%


2.9
%Franchise Comparable Sales Growth:U.S. & Canada


(5.0
)%


(4.3
)%


(4.1
)%


0.4
%


5.8
%EMEA/APAC


(0.2
)%


1.2
%


1.2
%


3.3
%


5.6
%Latin America


6.8
%


(3.5
)%


(1.1
)%


2.3
%


4.5
%Total Franchise Comparable Sales Growth


(2.5
)%


(2.6
)%


(2.3
)%


1.4
%


5.7
%System-wide Comparable Sales Growth:U.S. & Canada


(5.0
)%


(4.0
)%


(3.9
)%


0.4
%


5.4
%EMEA/APAC


(0.2
)%


1.0
%


0.8
%


2.9
%


5.4
%Latin America


6.2
%


(3.6
)%


(1.3
)%


1.9
%


4.3
%Total System-wide Comparable Sales Growth


(2.7
)%


(2.5
)%


(2.3
)%


1.2
%


5.4
%   1 4 Steakhouse XT BK®
 43




---



##### Table of Contents



1 4 BK® XT BK BKtm
  King
    Dealstm Whopper Whopper
    Jr.® Whopper
  Average
    Restaurant Sales
    For the Six Months EndedDecember 31,

For the Fiscal Years Ended June 30,2010

2009

2010

2009

2008(In thousands)System-wide Average Restaurant Sales

$
622


$
641


$
1,244


$
1,259


$
1,301        44




---



##### Table of Contents



Sales
    Growth
    For the Six Months Ended

For the Fiscal Years EndedDecember 31,

June 30,2010

2009

2010

2009

2008(In constant currencies)Sales Growth:United States and Canada


(4.4
)%


(3.1
)%


(3.1
)%


1.2
%


6.0
%EMEA/APAC


11.0
%


8.0
%


13.1
%


9.7
%


12.6
%Latin America


18.6
%


(0.1
)%


4.8
%


8.5
%


13.1
%Total System-wide Sales Growth


2.2
%


0.4
%


2.1
%


4.2
%


8.3
%         Factors
    Affecting Comparability of Results of Operations
  The
    Transactions
  Business Combinations
     45




---



##### Table of Contents



Restructuring
    Plan
      SuccessorFor the Period fromOctober 19, 2010 toDecember 31, 2010(In millions)The Transactions:Revenues:Property revenues

$
0.2Total effect on revenues

$
0.2Occupancy and other operating costs:Depreciation  building and leasehold improvements

$
2.4Amortization  favorable/unfavorable leases


1.5Lease straightline adjustment


0.3Total effect on occcupancy and other operating costs

$
4.2Selling, general and administrative expenses:Amortization of franchise agreements

$
6.2Compensation related


34.5Transaction costs


43.2Total effect on selling, general and administrative expenses

$
83.9Property expenses:Depreciation  building and leasehold improvements

$
0.5Amortization  favorable/unfavorable leases


0.9Lease straightline adjustment


0.2Total effect on property expenses

$
1.6Total effect of the Transactions on Income (loss) from
    Operations

$
(89.5
)Restructuring:Selling, general and administrative expenses:Compensation related

$
10.1Severance


57.1Total effect of restructuring on Income (loss) from
    Operations

$
(67.2
)Total effect on Income (loss) from Operations

$
(156.7
)Total effect on Interest expense

$
53.8  46




---



##### Table of Contents



Results
    of Operations
    Combined


Successor



PredecessorFor the Period of



For the Period ofSix Months Ended


October 19, 2010 to



July 1, 2010 to


Six Months EndedDecember 31, 2010


December 31, 2010



October 18, 2010


December 31, 2009


Increase/Amount


Amount



Amount


Amount


(Decrease)(In millions, except percentages)Revenues:Company restaurant revenues

$
846.2


$
331.7



$
514.5


$
946.0



(11
)%Franchise revenues


280.7



111.5




169.2



279.0



1
%Property revenues


56.6



22.6




34.0



57.3



(1
)%Total revenues


1,183.5



465.8




717.7



1,282.3



(8
)%Company restaurant expenses


738.6



294.1




444.5



819.6



(10
)%Selling, general and administrative expenses


397.0



240.2




156.8



256.9



55
%Property expenses


33.2



14.7




18.5



29.5



13
%Other operating (income) expenses, net


(15.3
)


(11.7
)



(3.6
)


5.1



(NM
)Total operating costs and expenses


1,153.5



537.3




616.2



1,111.1



4
%Income (loss) from operations


30.0



(71.5
)



101.5



171.2



(82
)%Interest expense, net


75.6



61.0




14.6



24.7



206
%Income (loss) before income taxes


(45.6
)


(132.5
)



86.9



146.5



(131
)%Income tax expense (benefit)


(11.1
)


(26.9
)



15.8



49.7



(122
)%Net income (loss)

$
(34.5
)

$
(105.6
)


$
71.1


$
96.8



(136
)%       Six
    Months Ended December 31, 2010 Compared to the Six Months
    Ended December 31, 2009
  The combined financial data for the Transition Period do not
    comply with generally accepted accounting principles and are not
    intended to represent what our operating results would have been
    if the Transactions had occurred at the beginning of the period
    because the periods being combined are under two different bases
    of accounting as a result of the Merger on October 19,
    2010. See Factors Affecting Comparability  The
    Transactions.
  Revenues
  Company
    restaurant revenues
     47




---



##### Table of Contents



Franchise
    revenues
          Property
    Revenues
   48




---



##### Table of Contents



Operating
    Costs and Expenses
  Food,
    paper and product costs
      1 4
      Payroll
    and employee benefits costs
   49




---



##### Table of Contents



Occupancy
    and other operating costs
     50




---



##### Table of Contents



Selling,
    general and administrative expenses
       51




---



##### Table of Contents



Property
    Expenses
    Other
    operating (income) expense, net
  Combined


Successor



PredecessorFor the


For the Period of



For the Period of


For theSix Months Ended


October 19, 2010 to



July 1, 2010 to


Six Months EndedDecember 31, 2010


December 31, 2010



October 18, 2010


December 31, 2009Net (gains) losses on disposal of assets, restaurant closures
    and refranchisings

$
(0.2
)

$
3.0



$
(3.2
)

$
1.0Litigation settlements and reserves, net


6.3



4.8




1.5



0.7Foreign exchange net (gains) losses


(20.2
)


(18.8
)



(1.4
)


1.1Other, net


(1.2
)


(0.7
)



(0.5
)


2.3Other operating (income) expense, net

$
(15.3
)

$
(11.7
)


$
(3.6
)

$
5.1      52




---



##### Table of Contents



Income
    (loss) from Operations
  Combined


Successor



PredecessorFor the


For the Period of



For the Period of


For theSix Months Ended


October 19, 2010 to



July 1, 2010 to


Six Months EndedDecember 31, 2010


December 31, 2010



October 18, 2010


December 31, 2009Income (loss) from Operations:United States and Canada

$
177.9


$
59.1



$
118.8


$
181.3EMEA/APAC


29.7



(2.9
)



32.6



42.8Latin America


17.3



6.9




10.4



18.8Unallocated


(194.9
)


(134.6
)



(60.3
)


(71.7
)Total income (loss) from operations

$
30.0


$
(71.5
)


$
101.5


$
171.2       Interest
    Expense, net
    Income
    Tax Benefit/Expense
    See Note 15 of the accompanying audited Consolidated
    Financial Statements included in Part II, Item 8
    Financial Statements and Supplementary Data for
    further information regarding our effective tax rate.
 53




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##### Table of Contents



Net
    Loss/Income
      PredecessorFor the Fiscal Years Ended June 30,2010


2009


2008Increase/





Increase/Amount


Amount


(Decrease)


Amount


(Decrease)(In millions, except percentages)Revenues:Company restaurant revenues

$
1,839.3


$
1,880.5



(2
)%

$
1,795.9



5
%Franchise revenues


549.2



543.4



1
%


537.2



1
%Property revenues


113.7



113.5



0
%


121.6



(7
)%Total revenues


2,502.2



2,537.4



(1
)%


2,454.7



3
%Company restaurant expenses


1,614.8



1,643.7



(2
)%


1,538.0



7
%Selling, general and administrative expenses


495.8



494.3



0
%


501.0



(1
)%Property expenses


59.4



58.1



2
%


62.1



(6
)%Other operating (income) expenses, net


(0.7
)


1.9



NM



(0.6
)


NMTotal operating costs and expenses


2,169.3



2,198.0



(1
)%


2,100.5



5
%Income from operations


332.9



339.4



(2
)%


354.2



(4
)%Interest expense, net


48.6



54.6



(11
)%


61.2



(11
)%Income before income taxes


284.3



284.8



(0
)%


293.0



(3
)%Income tax expense


97.5



84.7



15
%


103.4



(18
)%Net income

$
186.8


$
200.1



(7
)%

$
189.6



6
%       Fiscal
    Year Ended June 30, 2010 Compared to Fiscal Year Ended
    June 30, 2009
  Revenues
  Company
    restaurant revenues
     54




---



##### Table of Contents



Franchise
    revenues
         55




---



##### Table of Contents



Property
    Revenues
        Operating
    Costs and Expenses
  Food,
    paper and product costs
          Payroll
    and employee benefits costs
   56




---



##### Table of Contents



Occupancy
    and other operating costs
  start-up
    start-up
 57




---



##### Table of Contents



start-up
    Selling,
    general and administrative expenses
      Property
    Expenses
    Other
    operating (income) expense, net
  PredecessorFor the Fiscal Years Ended June 30,2010


2009Net (gains) losses on disposal of assets restaurant closures and
    refranchisings

$
(2.4
)

$
(8.5
)Litigation settlements and reserves, net


(0.2
)


0.2Foreign exchange net (gains) losses


(3.3
)


8.4Other, net


5.2



1.8Other operating (income) expense, net

$
(0.7
)

$
1.9    58




---



##### Table of Contents



Income
    from Operations
  PredecessorFor the FiscalYears EndedJune 30,2010


2009Income from Operations:United States and Canada

$
346.7


$
345.7EMEA/APAC


84.6



83.6Latin America


38.2



37.8Unallocated


(136.6
)


(127.7
)Total income from operations

$
332.9


$
339.4              59




---



##### Table of Contents



Interest
    Expense, net
    Income
    Tax Expense
    Net
    Income
    Fiscal
    Year Ended June 30, 2009 compared to Fiscal Year Ended
    June 30, 2008
  Revenues
  Company
    Restaurant Revenues
          Franchise
    Revenues
   60




---



##### Table of Contents



Property
    Revenues
        Operating
    Costs and Expenses
  Food,
    Paper and Product Costs
     61




---



##### Table of Contents



Payroll
    and Employee Benefits Costs
         62




---



##### Table of Contents



Occupancy
    and Other Operating Costs
  start-up
  start-up start-up
      Selling,
    General and Administrative Expenses
     63




---



##### Table of Contents



Property
    Expenses
    Other
    Operating (Income) Expense, Net
  PredecessorFor the Fiscal Years Ended June 30,2009


2008Net (gains) losses on disposal of assets restaurant closures and
    refranchisings

$
(8.5
)

$
(9.8
)Litigation settlements and reserves, net


0.2



1.1Foreign exchange net (gains) losses


8.4



2.3Other, net


1.8



5.8Other operating (income) expense, net

$
1.9


$
(0.6
)       Income
    from Operations
  PredecessorFor the FiscalYears EndedJune 30,2009


2008Income from Operations:United States and Canada

$
345.7


$
349.7EMEA/APAC


83.6



91.8Latin America


37.8



41.4Unallocated


(127.7
)


(128.7
)Total Income from Operations

$
339.4


$
354.2    64




---



##### Table of Contents



Interest
    Expense, Net
    Income
    Tax Expense
    Net
    Income
   65




---



##### Table of Contents



Liquidity
    and Capital Resources
  Overview
    and/or
      Indebtedness
  New
    Credit Facilities
   66




---



##### Table of Contents



67




---



##### Table of Contents



Interest Coverage Ratio
    Total Leverage Ratio
       68




---



##### Table of Contents



Senior
    Notes
                  Interest
    Rate Cap Agreements
   69




---



##### Table of Contents



Predecessor
    Liquidity and Capital Resources
      Comparative
    Cash Flows
  Operating
    Activities
      Investing
    Activities
     70




---



##### Table of Contents



Sucessor



PredecessorFor the Period of



For the Period of


For the Fiscal YearsOctober 19, 2010 to



July 1, 2010 to


Ended June 30,December 31, 2010



October 18, 2010


2010


2009


2008(In millions)New restaurants

$
6.7



$
1.8


$
41.1


$
65.4


$
55.4Existing restaurants


16.7




11.1



91.7



110.1



102.0Other, including corporate


5.0




5.3



17.5



28.5



20.8Total

$
28.4



$
18.2


$
150.3


$
204.0


$
178.2     Financing
    Activities
       71




---



##### Table of Contents



Contractual
    Obligations and Commitments
    Payment Due by PeriodLess Than








More ThanContractual Obligations

Total


1 Year


1-3 Years


3-5 Years


5 Years(In millions)Capital lease obligations

$
128.8


$
15.4


$
30.2


$
26.5


$
56.7Operating lease obligations(1)


1,402.5



155.8



291.1



255.6



700.0Unrecognized tax benefits(2)


15.5















Term debt, including current portion, interest and interest rate
    cap premiums(3)


2,588.7



145.4



287.5



282.5



1,873.3Senior Notes, including interest


1,432.0



79.0



158.0



158.0



1,037.0Severance and severance-related costs


64.7



61.8



2.9







Purchase commitments(4)


155.1



153.1



2.0







Total

$
5,787.3


$
610.5


$
771.7


$
722.6


$
3,667.0     (1)
    
    Operating lease obligations have not been reduced by minimum
    sublease rentals of $317.5 million due in the future under
    noncancelable subleases.(2)
    
    We have provided only a total in the table above since the
    timing of the unrecognized tax benefit payments is unknown.(3)
    
    We have estimated our interest payments through the maturity of
    our New Credit Facilities and the Senior Notes based on
    (i) current LIBOR rates, (ii) the portion of our debt
    we converted to fixed rates through interest rate caps
    (iii) the fixed interest rate on the Senior Notes and
    (iv) the amortization schedules in our New Term Loan
    Facility and Senior Notes Indenture to the Senior Notes. Term
    debt payments also reflect the payment of liabilities under our
    interest rate swap contracts, the final contract of which expire
    in September 2011.(4)
    
    Includes open purchase orders, as well as commitments to
    purchase advertising and other marketing services from third
    parties in advance on behalf of the Burger Kingsystem
    and obligations related to information technology and service
    agreements. During the year ended June 30, 2000, we entered
    into long-term, exclusive contracts with The
    Coca-Cola
    Company and with Dr Pepper/Seven Up, Inc. to supply us and our
    franchise restaurants with their products and obligating
    Burger King restaurants in the United States to purchase
    a specified number of gallons of soft drink syrup. These volume
    commitments are not subject to any time limit. As of
    December 31, 2010, the Company estimates that it will take
    approximately 14 years to complete the
    Coca-Cola
    and Dr Pepper/Seven Up, Inc. purchase commitments. We did not
    include these purchase commitments in our contractual
    obligations table since they apply to both Company and franchise
    restaurants and payments by us are dependent upon the volume and
    timing of purchases by Company restaurants in the United States.  For information about unrecognized tax benefits, our leasing
    arrangements and information on these commitments and contingent
    obligations, see Notes 15, 17 and 21, respectively, of the
    accompanying audited Consolidated Financial Statements included
    in Part II, Item 8 Financial Statements and
    Supplementary Data.
   72




---



##### Table of Contents



Other
    Commercial Commitments and Off-Balance Sheet
    Arrangements
  For information on these
    commitments and contingent obligations, see Note 21 of the
    accompanying audited Consolidated Financial Statements included
    in Part II, Item 8 Financial Statements and
    Supplementary Data
  Impact of
    Inflation
    Critical
    Accounting Policies and Estimates
      Business
    Combinations
      Goodwill
    and Intangible Assets Not Subject to Amortization
  Burger King
   73




---



##### Table of Contents



See Note 2 to our audited Consolidated Financial
    Statements included in Part II, Item 8 Financial
    Statements and Supplementary Data for additional
    information about goodwill and intangible assets not subject to
    amortization.
  Long-lived
    Assets
    
    significant under-performance relative to expected
    and/or
    historical results (negative comparable sales growth or
    operating cash flows for two consecutive years);
    significant negative industry or economic trends;
    knowledge of transactions involving the sale of similar property
    at amounts below our carrying value; or
    our expectation to dispose of long-lived assets before the end
    of their estimated useful lives, even though the assets do not
    meet the criteria to be classified as held for sale.     74




---



##### Table of Contents



See Note 2 of the accompanying audited Consolidated
    Financial Statements included in Part II, Item 8
    Financial Statements and Supplementary Data for
    additional information about accounting for long-lived
    assets.
  Accounting
    for Income Taxes
          See Note 15 of the accompanying audited Consolidated
    Financial Statements included in Part II, Item 8
    Financial Statements and Supplementary Data for
    additional information about accounting for income taxes.
  Insurance
    Reserves
      See Note 21 of the accompanying audited Consolidated
    Financial Statements included in Part II, Item 8
    Financial Statements and Supplementary Data for
    additional information about accounting for our insurance
    reserves.
 75




---



##### Table of Contents



New
    Financial Accounting Standards Board (FASB) Accounting Standards
    Updates Issued But Not Yet Adopted
  No. 2010-20, Receivables (Topic 310): Disclosures about the Credit Quality
    of Financing Receivables and the Allowance for Credit
    Losses
  No. 2010-28, Intangibles-Goodwill and Other (Topic 350) When to
    Perform Step 2 of the Goodwill Impairment Test for Reporting
    Units with Zero or Negative Carrying Amounts
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk  Market
    Risk
    Currency
    Exchange Risk
     76




---



##### Table of Contents



Interest
    Rate Risk
         77




---



##### Table of Contents



Commodity
    Price Risk
     78




---



##### Table of Contents



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


80Report of Independent Registered Public
    Accounting Firm


81Consolidated Balance Sheets


82Consolidated Statements of Operations


83Consolidated Statements of Stockholders
    Equity and Comprehensive Income (Loss)


84Consolidated Statements of Cash Flows


86Notes to Consolidated Financial Statements


87  79




---



##### Table of Contents



Managements
    Report on Internal Control Over Financial
    Reporting       Internal Control  Integrated Framework
   80




---



##### Table of Contents



Report
    of Independent Registered Public Accounting Firm              KPMG
    LLP
     81




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Consolidated Balance Sheets
  Successor



PredecessorAs of December 31,



As of June 30,2010



2010


2009(In millions, except share data)ASSETSCurrent assets:Cash and cash equivalents

$
207.0



$
187.6


$
121.7Trade and notes receivable, net


148.0




142.9



130.0Prepaids and other current assets, net


159.2




88.4



86.4Deferred income taxes, net


23.2




15.1



32.5Total current assets


537.4




434.0



370.6Property and equipment, net


1,193.6




1,014.1



1,013.2Intangible assets, net


2,931.9




1,025.4



1,062.7Goodwill


529.9




31.0



26.4Net investment in property leased to franchisees


140.0




138.5



135.3Other assets, net


226.6




104.2



98.9Total assets

$
5,559.4



$
2,747.2


$
2,707.1LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts and drafts payable

$
90.2



$
106.9


$
127.0Accrued advertising


82.5




71.9



67.8Other accrued liabilities


249.4




200.9



220.0Current portion of long term debt and capital leases


32.9




93.3



67.5Total current liabilities


455.0




473.0



482.3Term debt, net of current portion


2,652.0




667.7



755.6Capital leases, net of current portion


63.7




65.3



65.8Other liabilities, net


208.2




344.6



354.5Deferred income taxes, net


725.5




68.2



74.1Total liabilities


4,104.4




1,618.8



1,732.3Commitments and Contingencies (Note 22)Stockholders equity:Common stock, $0.01 par value; 200,000 shares
    authorized at December 31, 2010 and 300,000,000 shares
    authorized at June 30, 2010 and 2009; 100,000, 135,814,644
    and 134,792,121 shares issued and outstanding at
    December 31, 2010, June 30, 2010 and 2009, respectively







1.4



1.4Additional paid-in capital


1,563.5




647.2



623.4(Accumulated deficit)/retained earnings


(105.6
)



608.0



455.4Accumulated other comprehensive income (loss)


(2.9
)



(66.9
)


(45.9
)Treasury stock, at cost; 0 shares at December 31,
    2010, 2,972,738 and 2,884,223 shares at June 30, 2010
    and 2009, respectively







(61.3
)


(59.5
)Total stockholders equity


1,455.0




1,128.4



974.8Total liabilities and stockholders equity

$
5,559.4



$
2,747.2


$
2,707.1    82




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Consolidated Statements of
    Operations
  Successor



PredecessorOctober 19, 2010 to



July 1, 2010 to


Fiscal Years Ended June 30,December 31, 2010



October 18, 2010


2010


2009


2008(In millions)Revenues:Company restaurant revenues

$
331.7



$
514.5


$
1,839.3


$
1,880.5


$
1,795.9Franchise revenues


111.5




169.2



549.2



543.4



537.2Property revenues


22.6




34.0



113.7



113.5



121.6Total revenues


465.8




717.7



2,502.2



2,537.4



2,454.7Company restaurant expenses:Food, paper and product costs


102.6




162.6



585.0



603.7



564.3Payroll and employee benefits


98.3




154.2



568.7



582.2



534.7Occupancy and other operating costs


93.2




127.7



461.1



457.8



439.0Total Company restaurant expenses


294.1




444.5



1,614.8



1,643.7



1,538.0Selling, general and administrative expenses


240.2




156.8



495.8



494.3



501.0Property expenses


14.7




18.5



59.4



58.1



62.1Other operating (income) expenses, net


(11.7
)



(3.6
)


(0.7
)


1.9



(0.6
)Total operating costs and expenses


537.3




616.2



2,169.3



2,198.0



2,100.5Income (loss) from operations


(71.5
)



101.5



332.9



339.4



354.2Interest expense


61.2




14.9



49.6



57.3



67.1Interest income


(0.2
)



(0.3
)


(1.0
)


(2.7
)


(5.9
)Total interest expense, net


61.0




14.6



48.6



54.6



61.2Income (loss) before income taxes


(132.5
)



86.9



284.3



284.8



293.0Income tax expense (benefit)


(26.9
)



15.8



97.5



84.7



103.4Net income (loss)

$
(105.6
)


$
71.1


$
186.8


$
200.1


$
189.6    83




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Consolidated Statements of Stockholders
    Equity and Comprehensive Income (Loss)
  Issued


Issued











AccumulatedCommon


Common


Restricted


Additional





OtherStock


Stock


Stock


Paid-In


Retained


Comprehensive


TreasuryShares


Amount


Units


Capital


Earnings


Income (Loss)


Stock


Total(In millions)PredecessorBalances at June 30, 2007


135.2


$
1.4


$
2.8


$
573.6


$
134.4


$
7.5


$
(3.8
)

$
715.9Stock option exercises


1.2











3.8















3.8Stock option tax benefits














9.3















9.3Stock-based compensation














11.4















11.4Treasury stock purchases


(1.4
)






















(35.4
)


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










(2.8
)


2.8















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


















(34.2
)










(34.2
)Comprehensive income:Net income


















189.6











189.6Foreign currency translation adjustment






















(1.7
)






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






















(6.4
)






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






















(1.3
)






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






















(6.5
)






(6.5
)Total Comprehensive income






























173.7Balances at June 30, 2008


135.0


$
1.4


$



$
600.9


$
289.8


$
(8.4
)

$
(39.2
)

$
844.5Stock option exercises


0.6











3.0















3.0Stock option tax benefits














3.3















3.3Stock-based compensation














16.2















16.2Treasury stock purchases


(0.8
)






















(20.3
)


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


















(34.1
)










(34.1
)Comprehensive income:Net income


















200.1











200.1Foreign currency translation adjustment






















(6.0
)






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






















(16.8
)






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






















(0.9
)






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






















(13.8
)






(13.8
)Total Comprehensive income






























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


















(0.4
)










(0.4
)Balances at June 30, 2009


134.8


$
1.4


$



$
623.4


$
455.4


$
(45.9
)

$
(59.5
)

$
974.8Stock option exercises


1.1











4.2















4.2Stock option tax benefits














3.5















3.5Stock-based compensation














17.0















17.0Treasury stock purchases


(0.1
)










(0.9
)










(1.8
)


(2.7
)Dividend paid on common shares ($0.25 per share)


















(34.2
)










(34.2
)Comprehensive income:Net income


















186.8











186.8Foreign currency translation adjustment






















(4.4
)






(4.4
)Cash flow hedges:Net change in fair value of derivatives, net of tax of
    $2.6 million






















4.1







4.1Amounts reclassified to earnings during the period from
    terminated swaps, net of tax of $0.6 million






















(1.0
)






(1.0
)Pension and post-retirement benefit plans, net of tax of
    $11.3 million






















(19.7
)






(19.7
)Total Comprehensive income






























165.8Balances at June 30, 2010


135.8


$
1.4


$



$
647.2


$
608.0


$
(66.9
)

$
(61.3
)

$
1,128.4    84




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Consolidated
    Statements of Stockholders Equity and Comprehensive Income
    (Loss)   (Continued)
  AccumulatedIssued


Issued








Retained


OtherCommon


Common


Restricted


Additional


Earnings/


ComprehensiveStock


Stock


Stock


Paid-In


(Accumulated


Income


TreasuryShares


Amount


Units


Capital


Deficit)


(Loss)


Stock


Total(In millions)Balances at June 30, 2010


135.8


$
1.4


$



$
647.2


$
608.0


$
(66.9
)

$
(61.3
)

$
1,128.4Stock option exercises


0.9











4.0















4.0Stock option tax benefits














(0.4
)














(0.4
)Stock-based compensation














5.8















5.8Treasury stock purchases


(0.1
)










(0.3
)










(2.2
)


(2.5
)Dividend paid on common shares ($0.25 per share)


















(8.6
)










(8.6
)Comprehensive income:Net income


















71.1











71.1Foreign currency translation adjustment






















13.3







13.3Cash flow hedges:Net change in fair value of derivatives, net of tax of
    $1.1 million






















1.7







1.7Amounts reclassified to earnings during the period from
    terminated swaps, net of tax of $0.2 million






















(0.2
)






(0.2
)Pension and post-retirement benefit plans, net of tax of
    $3.1 million






















5.8







5.8Total Comprehensive income






























91.7Balances at October 18, 2010


136.6


$
1.4


$



$
656.3


$
670.5


$
(46.3
)

$
(63.5
)

$
1,218.4SuccessorBalances at October 19, 2010


0.1


$



$



$
1,563.5


$



$



$



$
1,563.5Comprehensive income (loss):Net loss


















(105.6
)










(105.6
)Foreign currency translation adjustment






















(33.6
)






(33.6
)Cash flow hedges:Net change in fair value of derivatives, net of tax of
    $13.9 million






















21.9







21.9Pension and post-retirement benefit plans, net of tax of
    $3.9 million






















8.8







8.8Total Comprehensive loss






























(108.5
)Balances at December 31, 2010


0.1


$



$



$
1,563.5


$
(105.6
)

$
(2.9
)

$



$
1,455.0    85




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Consolidated
    Statements of Cash Flows
  Successor



PredecessorOctober 19, 2010 to



July 1, 2010 to


Years Ended June 30,December 31, 2010



October 18, 2010


2010


2009


2008(In millions)Cash flows from operating activities:Net income (loss)

$
(105.6
)


$
71.1


$
186.8


$
200.1


$
189.6Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Depreciation and amortization


33.4




31.2



111.7



98.1



95.6Loss on early extinguishment of debt


2.4
















Amortization of deferred financing cost and debt issuance
    discount


2.6




0.6



2.1



1.9



2.4Impairment of long-lived assets















0.5



Impairment on non-restaurant properties







0.1



2.9







Gain on hedging activities







(0.4
)


(1.6
)


(1.3
)


(2.0
)(Gain) loss on remeasurement of foreign denominated transactions


(3.2
)



(41.5
)


40.9



50.1



(55.6
)Loss (gain) on refranchisings and dispositions of assets


0.8




(4.6
)


(9.5
)


(11.0
)


(16.8
)Bad debt expense (recoveries), net


2.8




2.1



0.8



0.7



(2.7
)Stock-based compensation







5.8



17.0



16.2



11.4Deferred income taxes


13.9




(1.4
)


16.9



12.1



20.3Changes in current assets and liabilities, excluding
    acquisitions and dispositions:Trade and notes receivable


(34.3
)



32.0



(15.9
)


2.1



(8.6
)Prepaids and other current assets


(57.3
)



(2.2
)


(1.4
)


(35.4
)


14.9Accounts and drafts payable


(26.5
)



9.0



(20.8
)


3.3



20.8Accrued advertising


6.8




1.3



6.4



(7.7
)


11.1Other accrued liabilities


44.9




29.4



(22.3
)


(20.8
)


(6.2
)Other long-term assets and liabilities, net


(8.9
)



(11.2
)


(3.6
)


1.9



(30.8
)Net cash (used for) provided by operating activities


(128.2
)



121.3



310.4



310.8



243.4Cash flows from investing activities:Payments for property and equipment


(28.4
)



(18.2
)


(150.3
)


(204.0
)


(178.2
)Proceeds from refranchisings, disposition of asset and
    restaurant closures


5.7




9.6



21.5



26.4



27.0Payments for acquired franchisee operations, net of cash acquired











(14.0
)


(67.9
)


(54.2
)Return of investment on direct financing leases


1.4




2.6



8.2



7.9



7.4Other investing activities


1.4




1.2



(0.3
)


(4.4
)


(1.3
)Net payment for purchase of BKH


(3,325.4
)















Net cash used for investing activities


(3,345.3
)



(4.8
)


(134.9
)


(242.0
)


(199.3
)Cash flows from financing activities:Repayments of debt and capital leases


(3.2
)



(23.5
)


(67.7
)


(7.4
)


(55.5
)Extinguishment of debt


(731.8
)















Borrowings under revolving credit facility and other











38.5



94.3



50.0Proceeds from New Term Loans and other debt


1,837.1
















Proceeds from Senior Notes


800.0
















Payment of deferred financing cost


(69.2
)















Repayments of revolving credit facility











(38.5
)


(144.3
)


Proceeds from stock option exercises







4.0



4.2



3.0



3.8Dividends paid on common stock







(8.6
)


(34.2
)


(34.1
)


(34.2
)Excess tax benefits from stock-based compensation







1.1



3.5



3.3



9.3Repurchases of common stock







(2.5
)


(2.7
)


(20.3
)


(35.4
)Capital contribution from 3G


1,563.5
















Net cash provided by (used for) financing activities


3,396.4




(29.5
)


(96.9
)


(105.5
)


(62.0
)Effect of exchange rates on cash and cash equivalents


(2.3
)



11.8



(12.7
)


(7.6
)


14.4Increase (Decrease) in cash and cash equivalents


(79.4
)



98.8



65.9



(44.3
)


(3.5
)Cash and cash equivalents at beginning of period


286.4




187.6



121.7



166.0



169.5Cash and cash equivalents at end of period

$
207.0



$
286.4


$
187.6


$
121.7


$
166.0Supplemental cashflow disclosures:Interest paid

$
28.0



$
13.7


$
48.7


$
56.0


$
64.6Income taxes paid

$
4.5



$
24.4


$
54.3


$
112.3


$
73.5Non-cash investing and financing activities:Acquisition of property with capital lease obligations

$




$



$
3.7


$
2.2


$
9.3Net investment in direct financing leases

$
1.3



$
4.4


$
11.0


$
12.2


$
2.3Deferred premium interest rate caps

$
56.1



$



$



$



$
    86




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes
    to Consolidated Financial Statements
  Note 1.
    Description
    of Business and Organization  Description
    of Business
  Burger King
      Acquisition
    of the Company
    805-50-S99-1 Business Combinations  Related Issues
     87




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
        Cash paid for shares outstanding(1)

$
3,277.3Settlement of outstanding stock-based compensation


48.1Total consideration

$
3,325.4 10/19/10Current assets


508.0Property and equipment


1,200.0Intangibles assets


2,982.5Net investment in property leased to franchisees


140.3Other assets, net


87.3Current liabilities


(460.3
)Term debt


(667.4
)Capital leases


(64.4
)Other liabilities


(214.2
)Deferred income taxes, net


(716.7
)Net assets acquired

$
2,795.1Excess purchase price attributed to goodwill

$
530.3     (1)
    
    Represents cash paid, based on a $24.00 per share price, for
    136,555,642 outstanding shares.     88




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##### Table of Contents



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


Fiscal YearJuly 1, 2010 


EndedDecember 31,


June 30,2010


2010(In millions)Revenue

$
1,183.8


$
2,503.0Net income (loss)

$
(58.6
)

$
85.4       Restructuring
    Plan
    Note 2.
    Summary
    of Significant Accounting Policies  Change
    in Fiscal Year End
  Form 10-K
 89




---



##### Table of Contents



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



Predecessor


(Unaudited)For the Period of



For the Period of


PredecessorOctober 19, 2010 to



July 1, 2010 to


Six Months EndedDecember 31, 2010



October 18, 2010


December 31, 2009(In millions)Revenues:Company restaurant revenues

$
331.7



$
514.5


$
946.0Franchise revenues


111.5




169.2



279.0Property revenues


22.6




34.0



57.3Total revenues


465.8




717.7



1,282.3Company restaurant expenses


294.1




444.5



819.6Selling, general and administrative expenses


240.2




156.8



256.9Property expenses


14.7




18.5



29.5Other operating (income) expenses, net


(11.7
)



(3.6
)


5.1Total operating costs and expenses


537.3




616.2



1,111.1Income (loss) from operations


(71.5
)



101.5



171.2Interest expense, net


61.0




14.6



24.7Income (loss) before income taxes


(132.5
)



86.9



146.5Income tax expense (benefit)


(26.9
)



15.8



49.7Net income (loss)

$
(105.6
)


$
71.1


$
96.8   Basis
    of Presentation and Consolidation
      Concentrations
    of Risk
    Burger King
 90




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Use of
    Estimates
    Foreign
    Currency Translation
    Foreign
    Currency Transaction Gain or Losses
    Cash
    and Cash Equivalents
    Allowance
    for Doubtful Accounts
      Inventories
  (first-in,
 91




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Property
    and Equipment, net
    Leases
            Goodwill
    and Intangible Assets Not Subject to Amortization
       92




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
        Long-Lived
    Assets
  and/or
    
    management views profitability of the restaurants within the
    operating markets as a whole, based on cash flows generated by a
    portfolio of restaurants, rather than by individual restaurants,
    and area managers receive incentives on this basis; and
    the Company does not evaluate individual restaurants to build,
    acquire or close independent of an analysis of other restaurants
    in these operating markets.   93




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Other
    Comprehensive Income (Loss)
    Derivative
    Financial Instruments
      Disclosures
    About Fair Value of Financial Instruments
      Level 1
  Level 2
  Level 3
       94




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Revenue
    Recognition
    Advertising
    and Promotional Costs
          Litigation
    accruals
   95




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Income
    Taxes
    Income Taxes.
        Stock-based
    Compensation
      Retirement
    Plans
  Compensation  Retirement
    Benefits
   96




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  dollar-for-dollar
          Successor



PredecessorOctober 19, 2010 to



July 1, 2010 to


Years Ended June 30,December 31, 2010



October 18, 2010


2010


2009


2008Net (gains) losses on investments held in the rabbi trust

$
(0.9
)


$
(2.1
)

$
(3.7
)

$
3.9


$
1.5Increase (decrease) in deferred compensation  funded
    portion


0.8




2.3



3.7



(3.9
)


(1.5
)Net impact

$
(0.1
)


$
0.2


$



$



$
    97




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Note 3.
    Stock-based
    Compensation    Shares/Units Settled


Cash Payments(In millions)Stock options


7,446,364


$
50.1PBRS


1,073,640



25.8RSUs


529,790



12.7$
88.6     Predecessor
      Equity
    Incentive Plan and 2006 Omnibus Incentive Plan
     98




---



##### Table of Contents



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


PredecessorOctober 19, 2010 to


July 1, 2010 to

Years Ended June 30,December 31, 2010


October 18, 2010

2010

2009

2008Risk-free interest rate


N/A




1.83
%


2.92
%


3.33
%


4.40
%Expected term (in years)


N/A




6.25



6.25



6.25



6.25Expected volatility


N/A




38.34
%


37.15
%


31.80
%


29.35
%Expected dividend yield


N/A




1.43
%


1.37
%


0.96
%


1.07
%     Predecessor
  WeightedWeighted





AverageAverage





RemainingTotal Number of


Exercise


Total Intrinsic


ContractualOptions


Price


Value


Term (Yrs)(In 000s)





(In 000s)Options outstanding as of June 30, 2010


6,358.6


$
17.16


$
18,954.0



6.72Granted


1,662.6


$
17.51Pre-vest cancels


(144.6
)

$
19.24Exercised


(370.5
)

$
10.50Post-vest cancels


(84.9
)

$
23.40Options outstanding as of October 18, 2010


7,421.2


$
17.43


$
51,113.1



7.24Options exercisable as of October 18, 2010(1)


3,679.8


$
15.38


$
32,831.7



5.63     (1)
    
    All options were accelerated to vest and settled in connection
    with the Acquisition.     99




---



##### Table of Contents



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


WeightedNonvested


Average GrantShares


Date Fair Value(In 000s)Nonvested shares outstanding as of July 1, 2010


1,643.9


$
20.94Granted


652.7


$
16.96Vested & settled


(525.3
)

$
21.57Pre-vest cancels


(41.7
)

$
20.41Nonvested shares outstanding as of October 18, 2010


1,729.6Nonvested shares unvested as of October 18, 2010(1)


1,617.6     (1)
    
    All nonvested shares were accelerated to vest and settled in
    connection with the Acquisition.      Note 4.
    Restaurant
    Acquisitions, Closures and Dispositions  Acquisitions
    Successor



PredecessorOctober 19, 2010 to



July 1, 2010 to


Years Ended June 30,December 31, 2010



October 18, 2010


2010


2009


2008Number of restaurants acquired







1



39



87



83Prepaids and other current assets

$




$



$
1.8


$
1.0


$
1.0Property and equipment, net











4.9



14.6



13.3Goodwill and other intangible assets











7.6



55.7



47.5Other assets, net











2.1







Assumed liabilities











(2.4
)


(3.4
)


(7.6
)Total purchase price

$




$



$
14.0


$
67.9


$
54.2  100




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Closures
    and Dispositions
      Successor


PredecessorOctober 19, 2010 to


July 1, 2010 to

Years Ended June 30,December 31, 2010


October 18, 2010

2010

2009

2008Number of restaurant closures


5




8



34



19



29Number of refranchisings


5




35



91



51



38Net loss (gain) on restaurant closures, refranchisings and
    dispositions of assets

$
3.0



$
(3.2
)

$
(2.4
)

$
(8.5
)

$
(9.8
)         Note 5.
    Franchise
    Revenues    Successor



PredecessorOctober 19, 2010 to



July 1, 2010 to


Years Ended June 30,December 31, 2010



October 18, 2010


2010


2009


2008Franchise royalties

$
107.4



$
165.2


$
529.5


$
518.2


$
512.6Initial franchise fees


2.5




1.7



10.9



13.8



13.2Renewal franchise fees and other related fees


1.6




2.3



8.8



11.4



11.4Total

$
111.5



$
169.2


$
549.2


$
543.4


$
537.2  101




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Note 6.
    Trade and
    Notes Receivable, net    Successor



PredecessorAs of December 31,



As of June 30,2010



2010


2009Trade accounts receivable

$
165.9



$
158.7


$
146.3Notes receivable, current portion


8.0




4.8



5.5173.9




163.5



151.8Allowance for doubtful accounts


(25.9
)



(20.6
)


(21.8
)Total, net

$
148.0



$
142.9


$
130.0     Successor



PredecessorOctober 19, 2010 to



July 1, 2010 toDecember 31, 2010



October 18, 2010


Years Ended June 30,2010



2010


2010


2009


2008Beginning balance

$
21.0



$
20.6


$
21.8


$
23.0


$
28.6Bad debt expense (recoveries), net


2.8




2.1



0.8



0.7



(2.7
)Write-offs and other


2.1




(1.7
)


(2.0
)


(1.9
)


(2.9
)Ending balance

$
25.9



$
21.0


$
20.6


$
21.8


$
23.0   Note 7.
    Prepaids
    and Other Current Assets, net     102




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Note 8.
    Property
    and Equipment, net    Successor



PredecessorAs of December 31,



As of June 30,2010



2010


2009Land





$
438.8



$
386.0


$
390.3Buildings and improvements(1)


(up to 40 years
)


555.0




756.2



721.2Machinery and equipment(2)


(up to 18 years
)


175.8




347.3



327.9Furniture, fixtures, and other


(up to 10 years
)


33.7




149.0



132.8Construction in progress






16.4




42.5



48.4$
1,219.7



$
1,681.0


$
1,620.6Accumulated depreciation and amortization(3)






(26.1
)



(666.9
)


(607.4
)Property and equipment, net





$
1,193.6



$
1,014.1


$
1,013.2     (1)
    
    Buildings and improvements include assets under capital leases
    of $37.6 million, $76.6 million and $75.6 million
    as of December 31, 2010 and June 30, 2010 and 2009,
    respectively.(2)
    
    Machinery and equipment include assets under capital leases of
    $0.5 million, $1.9 million and $1.8 million as of
    December 31, 2010 and June 30, 2010 and 2009,
    respectively.(3)
    
    Accumulated depreciation related to capital leases totaled
    $0.8 million, $38.6 million and $34.1 million as
    of December 31, 2010 and June 30, 2010 and 2009,
    respectively.      Note 9.
    Intangible
    Assets, net and Goodwill    Burger King
 103




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##### Table of Contents



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



PredecessorAs of December 31,



As of June 30,2010



2010


2009Franchise agreements(1)

$
859.4



$
142.2


$
140.6Accumulated amortization


(7.2
)



(25.3
)


(19.5
)Total, Net

$
852.2



$
116.9


$
121.1     (1)
    
    Includes reacquired franchise rights as of June 30, 2010
    and 2009.  Successor



PredecessorAs of December 31,



As of June 30,2010



2010


2009Favorable leases

$
26.8




49.1



48.8Accumulated amortization


(0.7
)



(14.6
)


(12.3
)Total, Net

$
26.1



$
34.5


$
36.5         Note 10.
    Other
    Accrued Liabilities and Other Liabilities     104




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Note 11.
    Long-Term
    Debt    Principal


Interest Rates(a)Successor



Predecessor


Successor



PredecessorAs of



As of


October 19, 2010 to



July 1, 2010 toMaturity


December 31,



June 30,


December 31,



October 18,Dates


2010



2010


2009


2010



2010


2010


2009Secured Term Loan  USD tranche(b)


2016


$
1,510.0



$



$




6.82
%



N/A



N/A



N/ASecured Term Loan  Euro tranche(b)


2016



334.2












7.11
%



N/A



N/A



N/A97/8
    % Senior Notes


2018



800.0












10.19
%



N/A



N/A



N/ADeferred Premiums on interest rate caps  USD (See
    Note 13)


2016



42.4












2.52
%











Deferred Premiums on interest rate caps  EUR (See
    Note 13)


2016



11.1












2.86
%











New Revolving Credit Facility


2015
















N/A












Revolving Credit Facility(c)


N/A
















N/A












Term Loans(c)


N/A








753.7



816.2



N/A




4.4
%


4.7
%


5.1
%Other






1.4




1.7



2.1Total debt






2,699.1




755.4



818.3Less: current maturities of debt






(27.0
)



(87.7
)


(62.7
)Total long-term debt





$
2,672.1



$
667.7


$
755.6     (a)
    
    Represents the effective interest rate for the instrument
    computed on a quarterly basis, including the amortization of
    deferred debt issuance costs and discount on New Term Loan
    Facility, and in the case of the Companys Secured Term
    Loans, the effect of interest rate caps.(b)
    
    Principal face amount herein is presented gross of a 1%
    discount, $16.8 million on the USD tranche and
    $3.3 million on the Euro tranche.(c)
    
    The Revolving Credit Facility and Term Loans were repaid and
    terminated in connection with the Transactions.  Successor
  New
    Credit Facilities
   105




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
                Interest Coverage Ratio
  
    1.60 to 1.00 for Test Periods ending between March 31, 2011
    through September 30, 2011,
    1.70 to 1.00 for Test Periods ending between December 31,
    2011 through June 30, 2013,
    1.80 to 1.00 for Test Periods ending between September 30,
    2013 through June 30, 2014,
    1.90 to 1.00 for Test Periods ending between September 30,
    2014 and June 30, 2015, and
    2.00 to 1.00 for Test Periods ending thereafter. 106




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
       
    7.50 to 1.00 for Test Periods ending between March 31, 2011
    through June 30, 2011,
    7.25 to 1.00 for the Test Period ending September 30, 2011,
    7.00 to 1.00 for the Test Period ending December 31, 2011,
    6.75 to 1.00 for Test Periods ending March 31, 2012 through
    June 30, 2012,
    6.25 to 1.00 for Test Periods ending September 30, 2012
    through December 31, 2012,
    6.00 to 1.00 for Test Periods ending March 31, 2013 through
    June 30, 2013,
    5.75 to 1.00 for Test Periods ending September 30, 2013
    through March 31, 2014,
    5.25 to 1.00 for Test Periods ending June 30, 2014 through
    June 30, 2015,
    4.75 to 1.00 for Test Periods ending September 30, 2015
    through June 30, 2016, and
    4.50 to 1.00 for Test Period ending thereafter.         107




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
        97/8% Senior
    Notes
    pari passu
       108




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
          PrincipalYear Ended December 31,

Amount2011

$
27.02012


27.02013


27.62014


27.52015


28.1Thereafter


2,561.9Total

$
2,699.1     Predecessor
     109




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
        Note 12.
    Fair
    Value Measurements  Fair
    Value Measurements
    Successor
  As of December 31, 2010


Fair Value Measurements at December 31, 2010Carrying Value and Balance Sheet Location


Assets (Liabilities)Quoted PricesPrepaid











in Active


Significantand











Markets for


Other


SignificantOther





Other





Identical


Observable


UnobservableCurrent


Other


Accrued


Other


Instruments


Inputs


InputsDescription

Assets


Assets


Liabilities


Liabilities


(Level 1)


(Level 2)


(Level 3)Derivatives designated as cash flow hedging instruments:Interest rate caps(1)

$
11.1


$
80.0


$



$



$



$
91.1


$
Foreign currency forward contracts (asset)


0.1



















0.1



Total

$
11.2


$
80.0


$



$



$



$
91.2


$
Derivatives not designated as hedging instruments:Interest rate swaps(1)

$



$



$
(2.6
)

$



$



$
(2.6
)

$
Foreign currency forward contracts (asset)


7.8



















7.8



Foreign currency forward contracts (liability)










(7.6
)










(7.6
)


Total

$
7.8


$



$
(10.2
)

$



$



$
(2.4
)

$
Other investments:Investments held in a rabbi trust

$



$
22.2


$



$



$
22.2


$



$
Total

$



$
22.2


$



$



$
22.2


$



$
     (1)
    
    Refer to Note 13 for the discussion surrounding the change
    in balance in comparison to June 30, 2010. 110




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
   Predecessor
  As of June 30, 2010


Fair Value Measurements at June 30, 2010Carrying Value and Balance Sheet Location


Assets (Liabilities)Quoted Pricesin Active


SignificantPrepaid and











Markets for


Other


SignificantOther





Other





Identical


Observable


UnobservableCurrent


Other


Accrued


Other


Instruments


Inputs


InputsDescription

Assets


Assets


Liabilities


Liabilities


(Level 1)


(Level 2)


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

$



$



$



$
(26.1
)

$



$
(26.1
)

$
Foreign currency forward contracts (asset)


0.1



















0.1



Foreign currency forward contracts (liability)


























Total

$
0.1


$



$



$
(26.1
)

$



$
(26.0
)

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

$
25.8


$



$



$



$



$
25.8


$
Foreign currency forward contracts (liability)










(2.6
)










(2.6
)


Total

$
25.8


$



$
(2.6
)

$



$



$
23.2


$
Other investments:Investments held in a rabbi trust

$



$
19.9


$



$



$
19.9


$



$
Total

$



$
19.9


$



$



$
19.9


$



$
   As of June 30, 2009


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


Assets (Liabilities)Quoted PricesPrepaid











in Active


Significantand











Markets for


Other


SignificantOther





Other





Identical


Observable


UnobservableCurrent


Other


Accrued


Other


Instruments


Inputs


InputsDescription

Assets


Assets


Liabilities


Liabilities


(Level 1)


(Level 2)


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

$



$



$



$
(32.4
)

$



$
(32.4
)

$
Total

$



$



$



$
(32.4
)

$



$
(32.4
)

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

$
0.3


$



$



$



$



$
0.3


$
Foreign currency forward contracts (liability)










(20.3
)










(20.3
)


Total

$
0.3


$



$
(20.3
)

$



$



$
(20.0
)

$
Other investments:Investments held in a rabbi trust

$



$
17.9


$



$



$
17.9


$



$
Total

$



$
17.9


$



$



$
17.9


$



$
  111




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
        Note 13.
    Derivative
    Instruments  Disclosures
    about Derivative Instruments and Hedging
    Activities
    Interest
    Rate Caps
       112




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Interest
    Rate Swaps
      Foreign
    Currency Forward Contracts
    Credit
    Risk
    Credit-Risk
    Related Contingent Features
   113




---



##### Table of Contents



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



PredecessorOctober 19, 2010 to December 31, 2010



July 1, 2010 to October 18, 2010Foreign









ForeignInterest


Interest


Currency






Interest


CurrencyRate


Rate


Forward






Rate


ForwardCaps


Swaps


Contracts


Total



Swaps


Contracts


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

$
35.8


$



$
0.1


$
35.9



$
(2.4
)

$
(0.1
)

$
(2.5
)Gain (loss) reclassified from AOCI into interest expense, net(1)

$



$



$



$




$
(4.9
)

$



$
(4.9
)Gain (loss) reclassified from AOCI into royalty income

$



$



$



$




$



$



$
Gain (loss) recognized in interest expense, net (ineffective
    portion)(2)

$



$



$



$




$



$



$
Gain (loss) recognized in royalty income, net (ineffective
    portion)(2)

$



$



$



$




$



$



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

$



$
(0.2
)

$
17.2


$
17.0



$



$
(42.4
)

$
(42.4
)     (1)
    
    Includes $0.4 million of gain for the period of
    July 1, 2010 to October 18, 2010 related to terminated
    hedges and zero for the period October 19, 2010 to
    December 31, 2010.(2)
    
    The amount of ineffectiveness related to interest rate swaps
    recorded during the period July 1, 2010 to October 18,
    2010 was not significant. No ineffectiveness was recorded
    related to interest rate cap contracts for the period
    October 19, 2010 to December 31, 2010.  114




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  PredecessorFor the Year Ended

For the Year EndedJune 30, 2010

June 30, 2009Foreign





ForeignInterest

Currency



Interest

CurrencyRate

Forward



Rate

ForwardSwaps

Contracts

Total

Swaps

Contracts

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

$
(16.4
)

$
(0.6
)

$
(17.0
)

$
(39.2
)

$
(0.1
)

$
(39.3
)Gain (loss) reclassified from AOCI into interest expense, net(3)

$
(21.1
)

$



$
(21.1
)

$
(10.5
)

$



$
(10.5
)Gain (loss) reclassified from AOCI into royalty income

$



$
(0.8
)

$
(0.8
)

$



$



$
Gain (loss) recognized in interest expense, net (ineffective
    portion)(4)

$
(0.2
)

$



$
(0.2
)

$



$



$
Gain (loss) recognized in royalty income, net (ineffective
    portion)(4)

$



$



$



$



$



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

$



$
44.6


$
44.6


$



$
43.2


$
43.2    (3)
    
    Includes $1.6 million and $1.3 million of gain for the
    fiscal years ended June 30, 2010 and 2009, respectively,
    related to the terminated hedges.(4)
    
    The amount of ineffectiveness recorded in earnings during the
    fiscal year ended June 30, 2009 was not significant.  Note 14.
    Interest
    Expense    Successor



PredecessorOctober 19, 2010 to



July 1, 2010 to


Years Ended June 30,December 31, 2010



October 18, 2010


2010


2009


2008Secured Term Loan  USD tranche

$
19.1



$



$



$



$
Secured Term Loan  Euro tranche


4.397/8
    % Senior Notes


16.0
















Term loans, interest rate swaps, interest rate caps and other(1)


19.8




12.0



39.4



47.2



56.4Capital lease obligations


2.0




2.9



10.2



10.1



10.7Total

$
61.2



$
14.9


$
49.6


$
57.3


$
67.1     (1)
    
    Amount includes commitment fees of $13.5 million associated
    with the bridge loan available at the closing of the
    Transactions, amortization of original debt issuance discount on
    the New Term Loan Facility of $0.5 million and interest
    expense related to the deferred premium interest rate caps of
    $0.4 million for the period October 19, 2010 to
    December 31, 2010. See Note 11. In addition, the
    Company recorded a $2.4 million loss on early
    extinguishment of debt related to unamortized deferred financing
    costs associated with the Predecessors Term loans. 115




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
     Note 15.
    Income
    Taxes    Successor



PredecessorOctober 19, 2010 to



July 1, 2010 to


Years Ended June 30,December 31, 2010



October 18, 2010


2010


2009


2008Domestic

$
(121.6
)


$
61.4


$
228.4


$
241.4


$
245.1Foreign


(10.9
)



25.5



55.9



43.4



47.9Income (loss) before income taxes

$
(132.5
)


$
86.9


$
284.3


$
284.8


$
293.0     Successor



PredecessorOctober 19, 2010 to



July 1, 2010 to


Years Ended June 30,December 31, 2010



October 18, 2010


2010


2009


2008Current:DomesticFederal

$
(44.0
)


$
7.1


$
64.7


$
57.0


$
64.5State, net of federal income tax benefit


(0.9
)



1.7



4.6



6.1



8.3Foreign


2.2




3.5



11.3



9.5



10.3$
(42.7
)


$
12.3


$
80.6


$
72.6


$
83.1Deferred:DomesticFederal

$
8.2



$
9.2


$
14.4


$
9.1


$
9.8State, net of federal income tax benefit


(3.0
)



1.2



3.1



6.2



1.3Foreign


10.6




(6.9
)


(0.6
)


(3.2
)


9.2$
15.8



$
3.5


$
16.9


$
12.1


$
20.3Total

$
(26.9
)


$
15.8


$
97.5


$
84.7


$
103.4  116




---



##### Table of Contents



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



PredecessorOctober 19, 2010 to



July 1, 2010 to


Years Ended June 30,December 31, 2010



October 18, 2010


2010


2009


2008U.S. Federal income tax rate


35.0
%



35.0
%


35.0
%


35.0
%


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


3.3




3.0



3.4



2.8



2.6Costs/(Benefits) and taxes related to foreign operations


(11.5
)



(2.5
)


1.7



(4.7
)


7.4Foreign tax rate differential


(0.4
)



(8.8
)


(5.6
)


(4.9
)


(5.3
)Foreign exchange differential on tax benefits


(0.2
)



(0.6
)


0.3



0.7



(0.6
)Change in valuation allowance


(2.5
)



(4.5
)


(0.6
)


1.1



(3.1
)Change in accrual for tax uncertainties


(0.2
)



(2.6
)


0.2



(1.3
)


(0.1
)Non Deductible Transaction Costs


(3.6
)















Other


0.4




(0.8
)


(0.1
)


1.0



(0.6
)Effective income tax rate


20.3
%



18.2
%


34.3
%


29.7
%


35.3
%        117




---



##### Table of Contents



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



PredecessorOctober 19, 2010 to



July 1, 2010 to


Years Ended June 30,December 31, 2010



October 18, 2010


2010


2009


2008Income tax expense (benefit) from continuing operations

$
(26.9
)


$
15.8


$
97.5


$
84.7


$
103.4Interest rate caps in accumulated other comprehensive income
    (loss)


13.9
















Interest rate swaps in accumulated other comprehensive income
    (loss)







0.9



2.0



(11.0
)


(5.0
)Pension liability in accumulated other comprehensive income
    (loss)


3.9




3.1



(11.3
)


(9.4
)


(4.5
)Adjustments to deferred income taxes related to Brand















(0.2
)


(2.4
)Adjustments to the valuation allowance related to Brand















(0.3
)


(6.5
)Stock option tax benefit in additional paid-in capital







0.4



(3.5
)


(3.3
)


(9.3
)$
(9.1
)


$
20.2


$
84.7


$
60.5


$
75.7     Successor



PredecessorOctober 19, 2010 to



July 1, 2010 to


Years Ended June 30,December 31, 2010



October 18, 2010


2010


2009


2008Deferred income tax expense (exclusive of the effects of
    components listed below)

$
13.5



$
8.3


$
15.7


$
3.2


$
20.3Change in valuation allowance (net of amounts allocated as
    adjustments to purchase accounting in 2009 and 2008)


3.3




(3.8
)


(1.7
)


3.0



(7.1
)Change in effective state income tax rate











0.8



4.5



Change in effective foreign income tax rate


(1.0
)



(1.0
)


2.1



1.4



7.1Total

$
15.8



$
3.5


$
16.9


$
12.1


$
20.3  118




---



##### Table of Contents



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



PredecessorAs of December 31,



As of June 30,2010



2010


2009Deferred tax assets:Trade and notes receivable, principally due to allowance for
    doubtful accounts

$
16.4



$
14.6


$
12.7Accrued employee benefits


53.6




63.8



49.6Unfavorable leases


14.2




53.9



71.9Liabilities not currently deductible for tax


10.3




42.2



52.7Tax loss and credit carryforwards


150.1




138.5



111.3Property and equipment, principally due to differences in
    depreciation







53.0



61.6Other


3.8




3.4



3.4Total gross deferred tax assets


248.4




369.4



363.2Valuation allowance


(121.8
)



(74.6
)


(78.7
)Net deferred tax assets


126.6




294.8



284.5Less deferred tax liabilities:Property and equipment, principally due to differences in
    depreciation


43.4








Intangible assets


706.7




249.7



237.3Leases


54.3




53.1



55.1Statutory Impairment


14.8




12.2



Total gross deferred tax liabilities


819.2




315.0



292.4Net deferred tax liability

$
692.6



$
20.2


$
7.9    119




---



##### Table of Contents



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



PredecessorOctober 19, 2010 to



July 1, 2010 to


Years Ended June 30,December 31, 2010



October 18, 2010


2010


2009


2008Beginning balance

$
119.7



$
74.6


$
78.7


$
87.9


$
97.8Change in estimates recorded to deferred income tax expense


3.3




(3.8
)


(1.7
)


3.0



(7.1
)Change in estimates in valuation allowance recorded to
    intangible assets















(0.3
)


(6.5
)Changes from foreign currency exchange rates


(0.4
)



4.8



(3.1
)


(11.9
)


4.6Other


(0.8
)







0.7







(0.9
)Ending balance

$
121.8



$
75.6


$
74.6


$
78.7


$
87.9         Successor



PredecessorOctober 19, 2010 to



July 1, 2010 to


Years Ended June 30,December 31, 2010



October 18, 2010


2010


2009


2008Beginning balance

$
12.0



$
14.2


$
15.5



18.3



18.9Additions on tax position related to the current year


0.3




0.3



1.2



4.5



3.7Additions for tax positions of prior years







0.3



2.7



1.9



0.6Reductions for tax positions of prior years


(0.1
)



(2.6
)


(2.0
)


(7.7
)


(3.9
)Reductions for settlements











(2.0
)


(0.2
)


(0.1
)Reductions due to statute expiration











(1.2
)


(1.3
)


(0.9
)Ending Balance

$
12.2



$
12.2


$
14.2


$
15.5


$
18.3  120




---



##### Table of Contents



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



PredecessorAs of December 31,



As of June 30,2010



2010


2009Land

$
255.7



$
198.3


$
195.8Buildings and improvements


119.9




116.2



114.0Restaurant equipment


1.7




5.0



5.1$
377.3



$
319.5


$
314.9Accumulated depreciation


(2.5
)



(46.0
)


(40.9
)$
374.8



$
273.5


$
274.0  121




---



##### Table of Contents



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



PredecessorAs of December 31,



As of June 30,2010



2010


2009Future minimum rents to be received

$
327.2



$
316.6


$
306.4Estimated unguaranteed residual value


3.5




3.7



4.0Unearned income


(180.6
)



(172.3
)


(166.2
)Allowance on direct financing leases


(0.6
)



(0.6
)


(0.2
)$
149.5



$
147.4


$
144.0Current portion included within trade receivables


(9.5
)



(8.9
)


(8.7
)Net investment in property leased to franchisees

$
140.0



$
138.5


$
135.3       Successor
  Lease Receipts


Lease Commitments(a)DirectFinancing


Operating


Capital


OperatingLeases


Leases


Leases


Leases2011

$
30.4


$
68.5


$
(15.4
)

$
(155.8
)2012


29.7



64.8



(15.1
)


(150.6
)2013


29.1



62.4



(15.1
)


(140.5
)2014


28.4



58.1



(14.1
)


(133.7
)2015


28.0



52.1



(12.4
)


(121.9
)Thereafter


181.6



338.4



(56.7
)


(700.0
)Total

$
327.2


$
644.3


$
(128.8
)

$
(1,402.5
)     (a)
    
    Lease commitments under operating leases have not been reduced
    by minimum sublease rentals of $317.5 million due in the
    future under noncancelable subleases.   122




---



##### Table of Contents



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



PredecessorOctober 19, 2010 to



July 1, 2010 to


Years Ended June 30,December 31, 2010



October 18, 2010


2010


2009


2008Rental income:Minimum

$
15.0



$
21.9


$
73.1


$
69.9


$
78.9Contingent


2.8




4.9



17.9



20.6



20.7Total rental income


17.8




26.8



91.0



90.5



99.6Earned income on direct financing leases


4.8




7.2



22.7



23.0



22.0Total property revenues

$
22.6



$
34.0


$
113.7


$
113.5


$
121.6     Successor



PredecessorOctober 19, 2010 to



July 1, 2010 to


Years Ended June 30,December 31, 2010



October 18, 2010


2010


2009


2008Rental expense:Minimum

$
30.9



$
47.4


$
168.9


$
166.5


$
150.2Contingent


1.3




2.0



7.4



7.7



7.4Amortization of favorable and unfavorable leases contracts, net


(0.1
)



(3.8
)


(15.0
)


(18.2
)


(24.2
)Total rental expense

$
32.1



$
45.6


$
161.3


$
156.0


$
133.4            123




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Note 18.
    Stockholders
    Equity  Dividends
    Paid
       124




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Accumulated
    Other Comprehensive Income (Loss)
    AccumulatedForeign


OtherCurrency


ComprehensiveDerivatives


Pensions


Translation


Income (Loss)PredecessorBalances at June 30, 2007

$
7.6


$
4.5


$
(4.6
)

$
7.5Foreign currency translation adjustment










(1.7
)


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


(6.4
)










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


(1.3
)










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






(6.5
)






(6.5
)Balances at June 30, 2008


(0.1
)


(2.0
)


(6.3
)


(8.4
)Foreign currency translation adjustment










(6.0
)


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


(16.8
)










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


(0.9
)










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






(13.8
)






(13.8
)Balances at June 30, 2009


(17.8
)


(15.8
)


(12.3
)


(45.9
)Foreign currency translation adjustment










(4.4
)


(4.4
)Net change in fair value of derivatives, net of tax of
    $2.6 million


4.1











4.1Amounts reclassified to earnings during the period from
    terminated swaps, net of tax of $0.6 million


(1.0
)










(1.0
)Pension and post-retirement benefit plans, net of tax of
    $11.3 million






(19.7
)






(19.7
)Balances at June 30, 2010

$
(14.7
)

$
(35.5
)

$
(16.7
)

$
(66.9
)Foreign currency translation adjustment










13.3



13.3Net change in fair value of derivatives, net of tax of
    $1.1 million


1.7











1.7Amounts reclassified to earnings during the period from
    terminated swaps, net of tax of $0.2 million


(0.2
)










(0.2
)Pension and post-retirement benefit plans, net of tax of
    $3.1 million






5.8







5.8Balances at October 18, 2010

$
(13.2
)

$
(29.7
)

$
(3.4
)

$
(46.3
)SuccessorBalances at October 19, 2010

$



$



$



$
Foreign currency translation adjustment










(33.6
)


(33.6
)Net change in fair value of derivatives, net of tax of
    $13.9 million


21.9











21.9Pension and post-retirement benefit plans, net of tax of
    $3.9 million






8.8







8.8Balances at December 31, 2010

$
21.9


$
8.8


$
(33.6
)

$
(2.9
)  125




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Note 19.
    Pension
    and Post Retirement Medical Benefits  Pension
    Benefits
    Postretirement
    Medical Benefits
    Obligations
    and Funded Status
    U.S. Pension Plan


U.S. Retiree Medical PlanSuccessor



Predecessor


Successor



PredecessorOctober 19,












October 19,2010 to



July 1, 2010 to








2010 to



July 1, 2010 toDecember 31,



October 18,


As of June 30,


December 31,



October 18,


As of June 30,2010



2010


2010


2009


2010



2010


2010


2009Change in benefit obligationBenefit obligation at beginning of year

$
183.4



$
179.0


$
146.0


$
147.8


$
26.8



$
26.0


$
22.1


$
22.3Service cost



















0.1




0.1



0.4



0.6Interest cost


1.9




2.7



9.1



11.0



0.3




0.4



1.3



1.7Actuarial (gains) losses


(6.9
)



3.4



29.0



(6.4
)


(1.1
)



0.4



2.7



(1.8
)Part D Rx Subsidy Received




























0.1



0.1Benefits paid


(1.9
)



(1.7
)


(5.1
)


(6.4
)







(0.1
)


(0.6
)


(0.8
)Benefit obligation at end of year

$
176.5



$
183.4


$
179.0


$
146.0


$
26.1



$
26.8


$
26.0


$
22.1Change in plan assetsFair value of plan assets at beginning of year

$
120.7



$
109.7


$
97.9


$
99.0


$




$



$



$
Actual return on plan assets


3.3




12.7



14.6



(19.5
)















Employer contributions











2.3



24.8
















Benefits paid


(1.9
)



(1.7
)


(5.1
)


(6.4
)















Fair value of plan assets at end of year

$
122.1



$
120.7


$
109.7


$
97.9


$




$



$



$
Funded status of plan

$
(54.4
)


$
(62.7
)

$
(69.3
)

$
(48.1
)

$
(26.1
)


$
(26.8
)

$
(26.0
)

$
(22.1
)Amounts recognized in the consolidated balance sheetCurrent liabilities

$
(1.4
)


$
(1.2
)

$
(1.1
)

$
(1.0
)

$
(1.0
)


$
(1.0
)

$
(1.0
)

$
(1.0
)Noncurrent liabilities


(53.0
)



(61.5
)


(68.2
)


(47.1
)


(25.1
)



(25.8
)


(25.0
)


(21.1
)Net pension liability, end of fiscal year

$
(54.4
)


$
(62.7
)

$
(69.3
)

$
(48.1
)

$
(26.1
)


$
(26.8
)

$
(26.0
)

$
(22.1
)Amounts recognized in accumulated other comprehensive income
    (AOCI)Unrecognized actuarial loss (gain)

$
(8.2
)


$
47.9


$
55.1


$
31.2


$
(1.1
)


$
(1.9
)

$
(2.3
)

$
(5.4
)Total AOCI (before tax)

$
(8.2
)


$
47.9


$
55.1


$
31.2


$
(1.1
)


$
(1.9
)

$
(2.3
)

$
(5.4
)  126




---



##### Table of Contents



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



PredecessorOctober 19,2010 to



July 1, 2010 toDecember 31,



October 18,


As of June 30,2010



2010


2010


2009Change in benefit obligationBenefit obligation at beginning of year

$
32.9



$
29.6


$
23.6


$
27.0Service cost


0.4




0.7



1.8



2.1Interest cost


0.2




0.6



1.3



1.6Actuarial (gains) losses


(3.4
)



(0.3
)


5.6



(3.3
)Employee Contributions











0.2



0.3Foreign currency exchange rate changes


(1.0
)



2.5



(2.3
)


(4.1
)Benefits paid


(0.6
)



(0.2
)


(0.6
)


Benefit obligation at end of year

$
28.5



$
32.9


$
29.6


$
23.6Change in plan assetsFair value of plan assets at beginning of year

$
22.1



$
18.3


$
16.6


$
20.8Actual return on plan assets


0.4




0.5



1.1



1.2Employer contributions


0.2




0.4



1.2



0.9Employee Contributions











0.2



0.3Actuarial gain/loss


0.6




1.6



1.7



(3.5
)Benefits paid


(0.6
)



(0.2
)


(0.5
)


0.1Foreign currency exchange rate changes


(0.6
)



1.5



(2.0
)


(3.2
)Fair value of plan assets at end of year

$
22.1



$
22.1


$
18.3


$
16.6Funded status of plan

$
(6.4
)


$
(10.8
)

$
(11.3
)

$
(7.0
)Amounts recognized in the consolidated balance sheetNoncurrent Assets

$
0.8



$



$



$
Current liabilities


(0.1
)



(0.1
)


(0.1
)


(0.1
)Noncurrent liabilities


(7.1
)



(10.7
)


(11.2
)


(6.9
)Net pension liability, end of fiscal year

$
(6.4
)


$
(10.8
)

$
(11.3
)

$
(7.0
)Amounts recognized in accumulated other comprehensive income
    (AOCI)Unrecognized actuarial loss (gain)

$
(3.4
)


$
0.6


$
2.7


$
(1.3
)Total AOCI (before tax)

$
(3.4
)


$
0.6


$
2.7


$
(1.3
)  127




---



##### 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, International
    Pension Plans and U.S. Medical Plan with accumulated
    benefit obligations in excess of plan assets
    U.S. Pension Plan

U.S. Retiree Medical PlanSuccessor


Predecessor

Successor


PredecessorAs of




As ofDecember 31,


As of June 30,

December 31,


As of June 30,2010


2010

2009

2010


2010

2009Projected benefit obligation

$
176.5



$
179.0


$
146.0


$
26.1



$
26.0


$
22.1Accumulated benefit obligation

$
176.5



$
179.0


$
146.0


$
26.1



$
26.0


$
22.1Fair value of plan assets

$
122.1



$
109.7


$
97.9


$




$



$
   International Pension PlansSuccessor


PredecessorAs of December31,


As of June 30,2010


2010

2009Projected benefit obligation

$
6.9



$
8.8


$
7.3Accumulated benefit obligation

$
6.9



$
1.6


$
6.4Fair value of plan assets

$




$
1.3


$
1.3   Components
    of Net Periodic Benefit Cost
    U.S. Pension Plan


U.S. Retiree Medical PlanSuccessor



Predecessor


Successor



PredecessorOctober 19,



July 1,











October 19,



July 1,2010 to



2010 to











2010 to



2010 toDecember 31,



October 18,


Years Ended June 30,


December 31,



October 18,


Years Ended June 30,2010



2010


2010


2009


2008


2010



2010


2010


2009


2008Service cost

$




$



$



$



$



$
0.1



$
0.1


$
0.4


$
0.5


$
0.5Interest cost


1.8




2.7



9.1



8.8



8.7



0.3




0.4



1.4



1.3



1.3Expected return on plan assets


(1.8
)



(2.8
)


(9.6
)


(8.8
)


(8.2
)



















Recognized net actuarial (gain) loss
































(0.4
)


(0.2
)


Amortization of unrecognized net (gain) loss







0.7
































Net periodic benefit cost

$




$
0.6


$
(0.5
)

$



$
0.5


$
0.4



$
0.5


$
1.4


$
1.6


$
1.8   128




---



##### Table of Contents



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



PredecessorOctober 19,



July 1,2010 to



2010 toDecember 31,



October 18,


Years Ended June 30,2010



2010


2010


2009


2008Service cost

$
0.4



$
0.7


$
1.3


$
1.3


$
1.6Interest cost


0.3




0.6



0.8



0.8



1.2Expected return on plan assets


(0.3
)



(0.4
)


(0.4
)


(0.5
)


(1.3
)Recognized net actuarial (gain) loss







0.2











Amortization of prior service cost



















(0.3
)Net periodic benefit cost

$
0.4



$
1.1


$
1.7


$
1.6


$
1.2   Other
    Changes in Plan Assets and Projected Benefit Obligation
    Recognized in Other Comprehensive Income
  U.S. Pension Plans


U.S. Retiree Medical PlanSuccessor



Predecessor


Successor



PredecessorOctober 19,



July 1,











October 19,



July 1,2010 to



2010 to











2010 to



2010 toDecember 31,



October 18,


Years Ended June 30,


December 31,



October 18,


Years Ended June 30,2010



2010


2010


2009


2008


2010



2010


2010


2009


2008Unrecognized actuarial (gain) loss

$
(8.2
)


$
(6.5
)

$
23.9


$
24.1


$
8.4


$
(1.1
)


$
0.4


$
2.7


$
(1.7
)

$
(0.8
)Recognized net actuarial gain (loss)







(0.7
)























0.4



0.2



Total recognized in OCI

$
(8.2
)


$
(7.2
)

$
23.9


$
24.1


$
8.4


$
(1.1
)


$
0.4


$
3.1


$
(1.5
)

$
(0.8
)   International Pension PlansSuccessor



PredecessorOctober 19,



July 1,2010 to



2010 toDecember 31,



October 18,


Years Ended June 30,2010



2010


2010


2009


2008Unrecognized actuarial (gain) loss

$
(3.4
)


$
(2.1
)

$
4.0


$
0.4


$
4.0Recognized net actuarial gain (loss)



















Total recognized in OCI

$
(3.4
)


$
(2.1
)

$
4.0


$
0.4


$
4.0    129




---



##### Table of Contents



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


U.S. Retiree Medical PlanSuccessor



Predecessor


Successor



PredecessorOctober 19,



July 1,











October 19,



July 1,2010 to



2010 to











2010 to



2010 toDecember 31,



October 18,


Years Ended June 30,


December 31,



October 18,


Years Ended June 30,2010



2010


2010


2009


2008


2010



2010


2010


2009


2008Discount rate as of year-end


5.35
%



5.06
%


5.20
%


6.37
%


6.10
%


5.35
%



5.06
%


5.20
%


6.37
%


6.10
%Range of compensation rate increase


N/A*




N/A*



N/A*



N/A*



N/A*



N/A




N/A



N/A



N/A



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



PredecessorOctober 19,



July 1,2010 to



2010 toDecember 31,



October 18,


Years Ended June 30,2010



2010


2010


2009


2008Discount rate as of year-end


5.35
%



4.98
%


5.17
%


6.00
%


6.10
%Range of compensation rate increase


3.80
%



3.52
%


3.71
%


3.53
%


4.15
%       U.S. Pension Plan


U.S. Retiree Medical PlanSuccessor



Predecessor


Successor



PredecessorOctober 19,



July 1,











October 19,



July 1,2010 to



2010 to











2010 to



2010 toDecember 31,



October 18,


Years Ended June 30,


December 31,



October 18,


Years Ended June 30,2010



2010


2010


2009


2008


2010



2010


2010


2009


2008Discount rate


5.06
%



5.16
%


6.37
%


6.10
%


6.07
%


5.06
%



5.16
%


6.37
%


6.10
%


6.07
%Range of compensation rate increase


N/A
*



N/A
*


N/A
*


N/A
*


N/A
*


N/A




N/A



N/A



N/A



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


7.50
%



7.50
%


7.50
%


8.25
%


8.25
%


N/A




N/A



N/A



N/A



N/A     *
    
    The Company curtailed the U.S. Pension Plans during the year
    ended June 30, 2006.  130




---



##### Table of Contents



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


PredecessorOctober 19,


July 1,2010 to


2010 toDecember 31,


October 18,

Years Ended June 30,2010


2010

2010

2009

2008Discount rate


5.15
%



5.09
%


6.07
%


5.89
%


5.39
%Range of compensation rate increase


3.66
%



3.58
%


3.57
%


3.88
%


3.61
%Expected long-term rate of return on plan assets


6.10
%



6.37
%


6.42
%


6.51
%


7.00
%       Successor


PredecessorOctober 19,


July 1,2010 to


2010 toDecember 31,


October 18,

Years Ended June 30,2010


2010

2010

2009

2008Healthcare cost trend rate assumed for next year


8.00
%



8.00
%


8.00
%


8.50
%


9.00
%Rate to which the cost trend rate is assumed to decline (the
    ultimate trend rate)


5.00
%



5.00
%


5.00
%


5.00
%


5.00
%Year that the rate reaches the ultimate trend rate


2020




2020



2020



2016



2016    131




---



##### Table of Contents



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


International



U.S.


InternationalPension Plan


Pension Plans



Pension Plan


Pension PlansSuccessor



PredecessorAs of December 31,



As of June 30,2010


2010



2010


2010Level 2:Cash and Cash equivalents(a)

$
8.0


$
0.2



$
7.7


$
0.3Equity Securities(b):U.S.


58.1



4.0




49.2



3.2Non  U.S.


13.6



10.7




11.8



8.3Fixed Income(b) :Corporate Bonds and Notes


24.1








20.6



U.S. Government Treasuries


7.2








6.3



International Debt


5.7








4.9



Mortgage-Backed Securities


0.8








4.5



U.S. Government Agencies


1.8








1.9



Asset-Backed Securities


0.3








1.0



Municipal Bonds


1.1








0.8



Non- U.S. Bonds


0.3



6.8




0.2



6.2Other(c)


1.1



0.4




0.8



0.3Total fair value of plan assets

$
122.1


$
22.1



$
109.7


$
18.3     (a)
    
    Short-term investments in money market funds and short term
    receivables for investments sold(b)
    
    Securities held in common commingled trust funds(c)
    
    Other securities held in common commingled trust funds including
    interest rate swaps and foreign currency contracts     132




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Estimated
    Future Cash Flows
      U.S. Pension

International

U.S. RetireePlans

Pension Plans

Medical Plan*Estimated Net Contributions During Fiscal 2011:

$
6.9


$
1.2


$
1.0Estimated Future Year Benefit Payments During Years Ended
    December 31,:2011

$
7.0


$
0.5


$
1.02012

$
7.2


$
0.6


$
1.12013

$
8.0


$
0.6


$
1.32014

$
8.5


$
0.7


$
1.52015

$
9.4


$
0.7


$
1.82016  2020

$
57.3


$
4.9


$
11.0     *
    
    Net of Part D Subsidy  Note 20.
    Other
    Operating (Income) Expenses, Net    Successor



PredecessorOctober 19,



July 1,2010 to



2010 toDecember 31,



October 18,


Years Ended June 30,2010



2010


2010


2009


2008Net (gains) losses on disposal of assets restaurant closures and
    refranchisings

$
3.0



$
(3.2
)

$
(2.4
)

$
(8.5
)

$
(9.8
)Litigation settlements and reserves, net


4.8




1.5



(0.2
)


0.2



1.1Foreign exchange net (gains) losses


(18.8
)



(1.4
)


(3.3
)


8.4



2.3Other, net


(0.7
)



(0.5
)


5.2



1.8



5.8Other operating (income) expense, net

$
(11.7
)


$
(3.6
)

$
(0.7
)

$
1.9


$
(0.6
)        133




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Note 21.
    Commitments
    and Contingencies  Guarantees
      Letters
    of Credit
      Vendor
    Relationships
  Coca-Cola ® Coca-Cola
   134




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Litigation
      BK 1 4 Family
    Dining
     135




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Debardelaben Debardelaben Queiroz
          Other
      Note 22.
    Segment
    Reporting     136




---



##### Table of Contents



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



PredecessorOctober 19,



July 1,2010 to



2010 toDecember 31,



October 18,


Years Ended June 30,2010



2010


2010


2009


2008Revenues:United States and Canada

$
314.5



$
483.2


$
1,695.2


$
1,743.0


$
1,578.5EMEA/APAC


126.5




200.5



698.0



687.4



760.8Latin America


24.8




34.0



109.0



107.0



115.4Total revenues

$
465.8



$
717.7


$
2,502.2


$
2,537.4


$
2,454.7       Successor



PredecessorOctober 19,2010 to



July 1, 2010 toDecember 31,



October 18,


Years Ended June 30,2010



2010


2010


2009


2008Income (loss) from Operations:United States and Canada

$
59.1



$
118.8


$
346.7


$
345.7


$
349.7EMEA/APAC


(2.9
)



32.6



84.6



83.6



91.8Latin America


6.9




10.4



38.2



37.8



41.4Unallocated


(134.6
)



(60.3
)


(136.6
)


(127.7
)


(128.7
)Total income (loss) from operations


(71.5
)



101.5



332.9



339.4



354.2Interest expense, net


61.0




14.6



48.6



54.6



61.2Income (loss) before income taxes


(132.5
)



86.9



284.3



284.8



293.0Income tax expense (benefit)


(26.9
)



15.8



97.5



84.7



103.4Net income (loss)

$
(105.6
)


$
71.1


$
186.8


$
200.1


$
189.6   137




---



##### Table of Contents



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



PredecessorOctober 19,2010 to



July 1, 2010 toDecember 31,



October 18,2010



2010


2010


2009


2008Depreciation and Amortization:United States and Canada

$
21.1



$
20.2


$
72.8


$
63.4


$
64.0EMEA/APAC


8.1




5.0



18.0



15.7



14.1Latin America


1.1




1.5



4.9



5.6



4.5Unallocated


3.1




4.5



16.0



13.4



13.0Total depreciation and amortization

$
33.4



$
31.2


$
111.7


$
98.1


$
95.6   Successor



PredecessorAs of December 31,



As of June 30,2010



2010


2009Assets:United States and Canada

$
3,442.0



$
2,047.6


$
2,004.3EMEA/APAC


1,486.9




592.5



598.2Latin America


63.2




66.8



59.5Unallocated


567.3




40.3



45.1Total assets

$
5,559.4



$
2,747.2


$
2,707.1     Successor



PredecessorAs of December 31,



As of June 30,2010



2010


2009Long-Lived Assets:United States and Canada

$
1,147.2



$
960.7


$
945.0EMEA/APAC


106.0




113.6



121.3Latin America


38.3




38.0



37.1Unallocated


42.1




40.3



45.1Total long-lived assets

$
1,333.6



$
1,152.6


$
1,148.5     138




---



##### Table of Contents



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



PredecessorOctober 19,2010 to



July 1, 2010 toDecember 31,



October 18,


Years Ended June 30,2010



2010


2010


2009


2008Capital Expenditures:United States and Canada

$
17.4



$
11.0


$
99.9


$
146.9


$
121.9EMEA/APAC


5.4




3.2



30.9



30.7



28.6Latin America


1.1




0.3



5.4



7.6



9.4Unallocated


4.5




3.7



14.1



18.8



18.3Total capital expenditures

$
28.4



$
18.2


$
150.3


$
204.0


$
178.2   Note 23.
    Supplemental
    Financial Information  7 8
   139




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Successor
  BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Condensed
    Consolidating Balance Sheets
 As Of
    December 31, 2010
  Non-Issuer


Guarantors


Guarantors


Eliminations


Consolidated(In millions)AssetsCurrent assets:Cash and cash equivalents

$
132.9


$
0.7


$
73.4






$
207.0Trade and notes receivable, net


94.4







53.6







148.0Prepaids and other current assets


131.5







27.7







159.2Deferred income taxes, net


22.3







0.9







23.2Total current assets


381.1



0.7



155.6







537.4Property and equipment, net of accumulated depreciation


973.8







219.8







1,193.6Intangible assets, net


1,782.9



34.1



1,114.9







2,931.9Goodwill


529.9















529.9Net investment in property leased to franchisees


128.4







11.6







140.0Intercompany receivable


454.1











(454.1
)


Investment in subsidiaries


911.8



1,505.5







(2,417.3
)


Other assets, net


194.5







32.1







226.6Total assets

$
5,356.5


$
1,540.3


$
1,534.0


$
(2,871.4
)

$
5,559.4Liabilities and Stockholders EquityCurrent liabilities:Accounts and drafts payable

$
58.5


$



$
31.7






$
90.2Accrued advertising


62.6







19.9







82.5Other accrued liabilities


166.3



0.1



83.0







249.4Current portion of long term debt and capital leases


31.0







1.9







32.9Total current liabilities


318.4



0.1



136.5







455.0Term debt, net of current portion


2,652.0















2,652.0Capital leases, net of current portion


45.2







18.5







63.7Other liabilities, net


191.3



0.1



16.8







208.2Payables to affiliates






85.1



369.0



(454.1
)


Deferred income taxes, net


644.1







81.4







725.5Total liabilities


3,851.0



85.3



622.2



(454.1
)


4,104.4Stockholders equity:Additional paid-in capital


1,613.0



1,563.5



965.7



(2,578.7
)


1,563.5Accumulated Deficit


(104.6
)


(105.6
)


(23.6
)


128.2



(105.6
)Accumulated other comprehensive loss


(2.9
)


(2.9
)


(30.3
)


33.2



(2.9
)Total stockholders equity


1,505.5



1,455.0



911.8



(2,417.3
)


1,455.0Total liabilities and stockholders equity

$
5,356.5


$
1,540.3


$
1,534.0


$
(2,871.4
)

$
5,559.4  140




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Predecessor
  BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Condensed
    Consolidating Balance Sheets
 As of
    June 30, 2010
  Non-Issuer


Guarantors


Guarantors


Eliminations


Consolidated(In millions)AssetsCurrent assets:Cash and cash equivalents

$
70.2


$



$
117.4


$



$
187.6Trade and notes receivable, net


101.0







41.9







142.9Prepaids and other current assets


63.8







24.6







88.4Deferred income taxes, net


14.0







1.1







15.1Total current assets


249.0







185.0







434.0Property and equipment, net of accumulated depreciation


796.0







218.1







1,014.1Intangible assets, net


748.6







276.8







1,025.4Goodwill


25.6







5.4







31.0Net investment in property leased to franchisees


127.3







11.2







138.5Intercompany receivable


477.2











(477.2
)


Investment in subsidiaries


135.7



1,205.0







(1,340.7
)


Other assets, net


52.2







52.0







104.2Total assets

$
2,611.6


$
1,205.0


$
748.5


$
(1,817.9
)

$
2,747.2Liabilities and Stockholders EquityCurrent liabilities:Accounts and drafts payable

$
72.9


$



$
34.0






$
106.9Accrued advertising


42.5







29.4







71.9Other accrued liabilities


137.4



0.5



63.0







200.9Current portion of long term debt and capital leases


91.6







1.7







93.3Total current liabilities


344.4



0.5



128.1







473.0Term debt, net of current portion


667.4







0.3







667.7Capital leases, net of current portion


47.1







18.2







65.3Other liabilities, net


281.3



0.3



63.0







344.6Payables to Affiliates






75.8



401.4



(477.2
)


Deferred income taxes, net


66.4







1.8







68.2Total liabilities


1,406.6



76.6



612.8



(477.2
)


1,618.8Stockholders equity:Common stock






1.4











1.4Additional paid-in capital


571.3



647.2



53.8



(625.1
)


647.2Retained earnings


700.6



608.0



99.7



(800.3
)


608.0Accumulated other comprehensive loss


(66.9
)


(66.9
)


(17.8
)


84.7



(66.9
)Treasury Stock






(61.3
)










(61.3
)Total stockholders equity


1,205.0



1,128.4



135.7



(1,340.7
)


1,128.4Total liabilities and stockholders equity

$
2,611.6


$
1,205.0


$
748.5


$
(1,817.9
)

$
2,747.2  141




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Predecessor
  BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Condensed
    Consolidating Balance Sheets
 As of
    June 30, 2009
  Non-Issuer


Guarantors


Guarantors


Eliminations


Consolidated(In millions)AssetsCurrent assets:Cash and cash equivalents

$
19.1


$



$
102.6






$
121.7Trade and notes receivable, net


89.3







40.7







130.0Prepaids and other current assets


63.9







22.5







86.4Deferred income taxes, net


30.9







1.6







32.5Total current assets


203.2







167.4







370.6Property and equipment, net of accumulated depreciation


793.1







220.1







1,013.2Intangible assets, net


756.5







306.2







1,062.7Goodwill


25.9







0.5







26.4Net investment in property leased to franchisees


124.0







11.3







135.3Intercompany receivable


493.6











(493.6
)


Investment in subsidiaries


73.8



1,018.7







(1,092.5
)


Other assets, net


55.8







43.1







98.9Total assets

$
2,525.9


$
1,018.7


$
748.6


$
(1,586.1
)

$
2,707.1Liabilities and Stockholders EquityCurrent liabilities:Accounts and drafts payable

$
91.7


$



$
35.3






$
127.0Accrued advertising


43.1







24.7







67.8Other accrued liabilities


152.3







67.7







220.0Current portion of long term debt and capital leases


66.1







1.4







67.5Total current liabilities


353.2







129.1







482.3Term debt, net of current portion


755.6















755.6Capital leases, net of current portion


48.6







17.2







65.8Other liabilities, net


276.9



0.8



76.8







354.5Payables to Affiliates






43.1



450.5



(493.6
)


Deferred income taxes, net


72.9







1.2







74.1Total liabilities


1,507.2



43.9



674.8



(493.6
)


1,732.3Stockholders equity:Common stock






1.4











1.4Additional paid-in capital


550.8



623.4



28.6



(579.4
)


623.4Retained earnings


513.8



455.4



56.0



(569.8
)


455.4Accumulated other comprehensive loss


(45.9
)


(45.9
)


(10.8
)


56.7



(45.9
)Treasury Stock






(59.5
)










(59.5
)Total stockholders equity


1,018.7



974.8



73.8



(1,092.5
)


974.8Total liabilities and stockholders equity

$
2,525.9


$
1,018.7


$
748.6


$
(1,586.1
)

$
2,707.1  142




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Successor
  BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Condensed
    Consolidating Statements of Operations
 For The
    Period from October 19, 2010 through December 31,
    2010
  Non-Issuer


Guarantors


Guarantors


Eliminations


Consolidated(In millions)Revenues:Company restaurant revenues

$
208.2


$



$
123.5


$



$
331.7Franchise revenues


69.7







41.8







111.5Intercompany revenues


1.3







1.4



(2.7
)


Property revenues


17.1







5.5







22.6Total revenues


296.3







172.2



(2.7
)


465.8Company restaurant expenses:Food, paper and product costs


63.7







38.9







102.6Payroll and employee benefits


63.1







35.2







98.3Occupancy and other operating costs


55.0







38.2







93.2Total company restaurant expenses


181.8







112.3







294.1Selling, general and administrative expenses


176.4



0.9



62.9







240.2Intercompany expenses


1.4







1.3



(2.7
)


Property expenses


9.7







5.0







14.7Other operating (income) expense, net


(10.7
)


0.1



(1.1
)






(11.7
)Total operating costs and expenses


358.6



1.0



180.4



(2.7
)


537.3Income (loss) from operations


(62.3
)


(1.0
)


(8.2
)






(71.5
)Interest expense


60.6







0.6







61.2Intercompany interest (income) expense


(1.9
)






1.9







Interest income


(0.2
)














(0.2
)Total interest expense, net


58.5







2.5







61.0Income (loss) before income taxes


(120.8
)


(1.0
)


(10.7
)






(132.5
)Income tax expense (benefit)


(39.8
)






12.9







(26.9
)Income (loss) from continuing operations


(81.0
)


(1.0
)


(23.6
)






(105.6
)Equity in earnings of subsidiaries


(23.6
)


(104.6
)






128.2



Net income (loss)

$
(104.6
)

$
(105.6
)

$
(23.6
)

$
128.2


$
(105.6
)  143




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
   Predecessor
  BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Condensed
    Consolidating Statements of Operations
 For The
    Period from July 1, 2010 through October 18,
    2010
  Non-Issuer


Guarantors


Guarantors


Eliminations


Consolidated(In millions)Revenues:Company restaurant revenues

$
320.7


$



$
193.8


$



$
514.5Franchise revenues


107.4







61.8







169.2Intercompany revenues


1.9







2.6



(4.5
)


Property revenues


25.8







8.2







34.0Total revenues


455.8







266.4



(4.5
)


717.7Company restaurant expenses:Food, paper and product costs


102.6







60.0







162.6Payroll and employee benefits


98.0







56.2







154.2Occupancy and other operating costs


73.1







54.6







127.7Total company restaurant expenses


273.7







170.8







444.5Selling, general and administrative expenses


100.2







56.6







156.8Intercompany expenses


2.6







1.9



(4.5
)


Property expenses


11.2







7.3







18.5Other operating (income) expense, net


(4.0
)






0.4







(3.6
)Total operating costs and expenses


383.7







237.0



(4.5
)


616.2Income from operations


72.1







29.4







101.5Interest expense


14.0







0.9







14.9Intercompany interest (income) expense


(2.8
)






2.8







Interest income


(0.3
)














(0.3
)Total interest expense, net


10.9







3.7







14.6Income before income taxes


61.2







25.7







86.9Income tax expense


19.6







(3.8
)






15.8Income from continuing operations


41.6







29.5







71.1Equity in earnings of subsidiaries


29.5



71.1







(100.6
)


Net income

$
71.1


$
71.1


$
29.5


$
(100.6
)

$
71.1  144




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
   Predecessor
  BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Condensed
    Consolidating Statements of Operations
 For The
    Year Ended June 30, 2010
  Non-Issuer


Guarantors


Guarantors


Eliminations


Consolidated(In millions)Revenues:Company restaurant revenues

$
1,153.1


$



$
686.2


$



$
1,839.3Franchise revenues


358.7







190.5







549.2Intercompany royalties


6.0







6.6



(12.6
)


Property revenues


84.9







28.8







113.7Total revenues


1,602.7







912.1



(12.6
)


2,502.2Company restaurant expenses:Food, paper and product costs


373.6







211.4







585.0Payroll and employee benefits


356.3







212.4







568.7Occupancy and other operating costs


265.4







195.7







461.1Total company restaurant expenses


995.3







619.5







1,614.8Selling, general and administrative expenses


301.9







193.9







495.8Intercompany selling, general and administrative expenses


6.6







6.0



(12.6
)


Property expenses


34.4







25.0







59.4Other operating (income) expense, net


(0.5
)






(0.2
)






(0.7
)Total operating costs and expenses


1,337.7







844.2



(12.6
)


2,169.3Income from operations


265.0







67.9







332.9Interest expense


46.9







2.7







49.6Intercompany interest (income) expense


(10.3
)






10.3







Interest income










(1.0
)






(1.0
)Total interest expense, net


36.6







12.0







48.6Income before income taxes


228.4







55.9







284.3Income tax expense


85.4







12.1







97.5Income from continuing operations


143.0







43.8







186.8Equity in earnings of subsidiaries


43.8



186.8







(230.6
)


Net income

$
186.8


$
186.8


$
43.8



(230.6
)

$
186.8  145




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Predecessor
  BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Condensed
    Consolidating Statements of Operations
 For The
    Year Ended June 30, 2009
  Non-Issuer


Guarantors


Guarantors


Eliminations


Consolidated(In millions)Revenues:Company restaurant revenues

$
1,192.9


$



$
687.6


$



$
1,880.5Franchise revenues


366.3







177.1







543.4Intercompany royalties


14.3











(14.3
)


Property revenues


83.5







30.0







113.5Total revenues


1,657.0







894.7



(14.3
)


2,537.4Company restaurant expenses:Food, paper and product costs


389.6







214.1







603.7Payroll and employee benefits


369.8







212.4







582.2Occupancy and other operating costs


272.3







185.5







457.8Total company restaurant expenses


1,031.7







612.0







1,643.7Selling, general and administrative expenses


315.4







178.9







494.3Intercompany selling, general and administrative expenses










14.3



(14.3
)


Property expenses


30.7







27.4







58.1Other operating (income) expense, net


6.4







(4.5
)






1.9Total operating costs and expenses


1,384.2







828.1



(14.3
)


2,198.0Income from operations


272.8







66.6







339.4Interest expense


54.8







2.5







57.3Intercompany interest (income) expense


(21.0
)






21.0







Interest income


(1.6
)






(1.1
)






(2.7
)Total interest expense, net


32.2







22.4







54.6Income before income taxes


240.6







44.2







284.8Income tax expense


78.4







6.3







84.7Income from continuing operations


162.2







37.9







200.1Equity in earnings of subsidiaries


37.9



200.1







(238.0
)


Net income

$
200.1


$
200.1


$
37.9



(238.0
)

$
200.1  146




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Predecessor
  BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Condensed
    Consolidating Statements of Operations
 For The
    Year Ended June 30, 2008
  Non-Issuer


Guarantors


Guarantors


Eliminations


Consolidated(In millions)Revenues:Company restaurant revenues

$
1,017.2


$



$
778.7


$



$
1,795.9Franchise revenues


359.4







177.8







537.2Intercompany Royalties


20.5











(20.5
)


Property revenues


84.6







37.0







121.6Total revenues


1,481.7







993.5



(20.5
)


2,454.7Company restaurant expenses:Food, paper and product costs


327.1







237.2







564.3Payroll and employee benefits


308.6







226.1







534.7Occupancy and other operating costs


232.9







206.1







439.0Total company restaurant expenses


868.6







669.4







1,538.0Selling, general and administrative expenses


308.0







193.0







501.0Intercompany expenses










20.5



(20.5
)


Property expenses


30.7







31.4







62.1Other operating (income) expense, net


(2.0
)






1.4







(0.6
)Total operating costs and expenses


1,205.3







915.7



(20.5
)


2,100.5Income from operations


276.4







77.8







354.2Interest expense


64.1







3.0







67.1Intercompany interest


(28.7
)






28.7







Interest income


(3.7
)






(2.2
)






(5.9
)Total interest expense, net


31.7







29.5







61.2Income before income taxes


244.7







48.3







293.0Income tax expense


83.7







19.7







103.4Income from continuing operations


161.0







28.6







189.6Equity in earnings of subsidiaries


28.6



189.6







(218.2
)


Net Income

$
189.6


$
189.6


$
28.6


$
(218.2
)

$
189.6  147




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Successor
  BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  For The
    Period From October 19, 2010 through December 31,
    2010
 Condensed
    Consolidating Statements of Cash Flows
  Non-Issuer


Guarantor


Guarantor


Eliminations


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

$
(104.6
)

$
(105.6
)

$
(23.6
)

$
128.2


$
(105.6
)Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Equity in earnings of subsidiary


23.6



104.6







(128.2
)


Depreciation and amortization


22.4







11.0







33.4Loss on early extinguishment of debt


2.4















2.4Amortization of deferred financing cost and debt issuance
    discount


2.6















2.6Gain on hedging activities


0.0















(Gain) loss on remeasurement of foreign denominated transactions


(2.0
)






(1.2
)






(3.2
)Loss on refranchisings, dispositions of assets and release of
    unfavorable lease obligation


0.8















0.8Bad debt expense, net of recoveries


2.1







0.7







2.8Deferred income taxes


3.3







10.6







13.9Changes in current assets and liabilities, excluding
    acquisitions and dispositions:










Trade and notes receivables


(27.6
)






(6.7
)






(34.3
)Prepaids and other current assets


(59.3
)






2.0







(57.3
)Accounts and drafts payable


(35.4
)






8.9







(26.5
)Accrued advertising


9.1







(2.3
)






6.8Other accrued liabilities


35.4



0.1



9.4







44.9Other long-term assets and liabilities


(5.5
)






(3.2
)


(0.2
)


(8.9
)Net cash (used for) provided by operating activities


(132.7
)


(0.9
)


5.6



(0.2
)


(128.2
)Cash flows from investing activities:Payments for property and equipment


(18.4
)






(10.0
)






(28.4
)Proceeds from refranchisings, disposition of assets and
    restaurant closures


2.2







3.5







5.7Payments for acquired franchisee operations, net of cash acquired


















Return of investment on direct financing leases


1.3







0.1







1.4Other investing activities


1.4















1.4Net payment for purchase of BKH






(3,325.4
)










(3,325.4
)Net cash used for investing activities


(13.5
)


(3,325.4
)


(6.4
)






(3,345.3
)Cash flows from financing activities:Repayments of term debt and capital leases


(3.2
)














(3.2
)Proceeds from New Term Loans and other debt






1,837.1











1,837.1Proceeds from Senior Notes






800.0











800.0Payment of deferred financing cost


(69.2
)














(69.2
)Extinguishment of debt


(731.8
)














(731.8
)Capital contribution from 3G






1,563.5











1,563.5Capital distribution from Parent


875.2



(875.2
)










Intercompany Financing


(3.9
)


0.9



2.8



0.2



Net cash provided by financing activities


67.1



3,326.3



2.8



0.2



3,396.4Effect of exchange rates on cash and cash equivalents


(0.2
)






(2.1
)






(2.3
)Decrease in cash and cash equivalents


(79.3
)






(0.1
)






(79.4
)Cash and cash equivalents at beginning of period


212.2



0.7



73.5







286.4Cash and cash equivalents at end of period

$
132.9


$
0.7


$
73.4


$



$
207.0  148




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Predecessor
  BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  For The
    Period From July 1, 2010 through October 18, 2010
 Condensed
    Consolidating Statements of Cash Flows
  Non-Issuer


Guarantor


Guarantor


Eliminations


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

$
71.1


$
71.1


$
29.5


$
(100.6
)

$
71.1Adjustments to reconcile net income to net cash provided by
    operating activities:Equity in earnings of subsidiary


(29.5
)


(71.1
)






100.6



Depreciation and amortization


22.4







8.8







31.2Amortization of deferred financing cost


0.6















0.6Impairment on non-restaurant properties


0.1















0.1Gain on hedging activities


(0.4
)














(0.4
)(Gain) loss on remeasurement of foreign denominated transactions


(43.2
)






1.7







(41.5
)Gain on refranchisings, dispositions of assets and release of
    unfavorable lease obligation


(1.1
)






(3.5
)






(4.6
)Bad debt expense, net of recoveries


1.2







0.9







2.1Stock-based compensation


5.2







0.6







5.8Deferred income taxes


5.8







(7.2
)






(1.4
)Changes in current assets and liabilities, excluding
    acquisitions and dispositions:Trade and notes receivables


29.7







2.3







32.0Prepaids and other current assets


1.8







(4.0
)






(2.2
)Accounts and drafts payable


21.0







(12.0
)






9.0Accrued advertising


11.0







(9.7
)






1.3Other accrued liabilities


21.0







8.4







29.4Other long-term assets and liabilities


(4.3
)


(0.8
)


(3.8
)


(2.3
)


(11.2
)Net cash provided by (used for) operating activities


112.4



(0.8
)


12.0



(2.3
)


121.3Cash flows from investing activities:Payments for property and equipment


(13.4
)






(4.8
)






(18.2
)Proceeds from refranchisings, disposition of assets and
    restaurant closures


2.9







6.7







9.6Return of investment on direct financing leases


2.3







0.3







2.6Other investing activities


1.2















1.2Net cash (used for) provided by investing activities


(7.0
)






2.2







(4.8
)Cash flows from financing activities:Repayments of term debt and capital leases


(23.1
)






(0.4
)






(23.5
)Dividends paid on common stock






(8.6
)










(8.6
)Proceeds from stock option exercises






4.0











4.0Excess tax benefits from share-based compensation


1.1















1.1Repurchases of common stock






(2.5
)










(2.5
)Intercompany Financing


61.6



8.6



(72.5
)


2.3



Net cash provided by (used for) financing activities


39.6



1.5



(72.9
)


2.3



(29.5
)Effect of exchange rates on cash and cash equivalents


(3.0
)






14.8







11.8Increase (decrease) in cash and cash equivalents


142.0



0.7



(43.9
)






98.8Cash and cash equivalents at beginning of period


70.2







117.4







187.6Cash and cash equivalents at end of period

$
212.2


$
0.7


$
73.5


$



$
286.4  149




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Predecessor
  BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  For The
    Year Ended June 30, 2010
 Condensed
    Consolidating Statements of Cash Flows
  Non-Issuer


Guarantor


Guarantor


Eliminations


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

$
186.8


$
186.8


$
43.8


$
(230.6
)

$
186.8Adjustments to reconcile net income to net cash provided by
    operating activities:Equity in earnings of subsidiary


(43.8
)


(186.8
)






230.6



Depreciation and amortization


81.0







30.7







111.7Amortization of deferred financing cost


2.1















2.1Impairment on non-restaurant properties


2.3







0.6







2.9Gain on hedging activities


(1.6
)














(1.6
)Loss (gain) on remeasurement of foreign denominated transactions


44.4







(3.5
)






40.9Gain on refranchisings, dispositions of assets and release of
    unfavorable lease obligation


(3.3
)






(6.2
)






(9.5
)Bad debt expense, net of recoveries


(0.7
)






1.5







0.8Stock-based compensation


14.3







2.7







17.0Deferred income taxes


16.0







0.9







16.9Changes in current assets and liabilities, excluding
    acquisitions and dispositions:Trade and notes receivables


(9.8
)






(6.1
)






(15.9
)Prepaids and other current assets


0.2







(1.6
)






(1.4
)Accounts and drafts payable


(18.9
)






(1.9
)






(20.8
)Accrued advertising


(0.5
)






6.9







6.4Other accrued liabilities


(20.6
)






(1.7
)






(22.3
)Other long-term assets and liabilities


(2.2
)






(0.7
)


(0.7
)


(3.6
)Net cash provided by operating activities


245.7







65.4



(0.7
)


310.4Cash flows from investing activities:Payments for property and equipment


(106.6
)






(43.7
)






(150.3
)Proceeds from refranchisings, disposition of assets and
    restaurant closures


12.7







8.8







21.5Payments for acquired franchisee operations, net of cash acquired


(0.1
)






(13.90
)






(14.00
)Return of investment on direct financing leases


7.4







0.8







8.2Other investing activities


2.7







(3.0
)






(0.3
)Net cash used for investing activities


(83.9
)






(51.0
)






(134.9
)Cash flows from financing activities:Repayments of term debt and capital leases


(66.1
)






(1.6
)






(67.7
)Borrowings under revolving credit facility


38.5















38.5Repayments of revolving credit facility


(38.5
)














(38.5
)Capital contributions from Parent


(2.7
)






2.7







Dividends paid on common stock






(34.2
)










(34.2
)Proceeds from stock option exercises






4.2











4.2Excess tax benefits from share-based compensation


3.4







0.1







3.5Repurchases of common stock






(2.7
)










(2.7
)Intercompany Financing


(45.4
)


32.7



12.0



0.7



Net cash (used for) provided by financing activities


(110.8
)






13.2



0.7



(96.9
)Effect of exchange rates on cash and cash equivalents


0.1







(12.8
)






(12.7
)Increase in cash and cash equivalents


51.1







14.8







65.9Cash and cash equivalents at beginning of period


19.1







102.6







121.7Cash and cash equivalents at end of period

$
70.2


$



$
117.4


$



$
187.6  150




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Predecessor
  BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  For The
    Year Ended June 30, 2009
 Condensed
    Consolidating Statements of Cash Flows
  Issuer


Guarantor


Non-Guarantor


Eliminations


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

$
200.1


$
200.1


$
37.9


$
(238.0
)

$
200.1Adjustments to reconcile net income to net cash provided by
    operating activities:Equity in earnings of subsidiary


(37.9
)


(200.1
)






238.0



Depreciation and amortization


70.3







27.8







98.1Amortization of deferred financing cost


1.9















1.9Impairment on non-restaurant properties










0.5







0.5Gain on hedging activities


(1.3
)














(1.3
)Loss on remeasurement of foreign denominated transactions


50.1















50.1Gain on refranchisings, dispositions of assets and release of
    unfavorable lease obligation


(4.8
)






(6.2
)






(11.0
)Bad debt expense, net of recoveries


(1.7
)






2.4







0.7Stock-based compensation


14.3







1.9







16.2Deferred income taxes


15.5







(3.4
)






12.1Changes in current assets and liabilities, excluding
    acquisitions and dispositions:Trade and notes receivables


4.6







(2.5
)






2.1Prepaids and other current assets


(35.4
)














(35.4
)Accounts and drafts payable


7.4







(4.1
)






3.3Accrued advertising


(19.7
)






12.0







(7.7
)Other accrued liabilities


(11.4
)






(9.4
)






(20.8
)Other long-term assets and liabilities


(2.5
)


0.4



3.2



0.8



1.9Net cash provided by operating activities


249.5



0.4



60.1



0.8



310.8Cash flows from investing activities:Payments for property and equipment


(150.9
)






(53.1
)






(204.0
)Proceeds from refranchisings, disposition of assets and
    restaurant closures


19.2







7.2







26.4Payments for acquired franchisee operations, net of cash acquired


(67.0
)






(0.9
)






(67.9
)Return of investment on direct financing leases


7.4







0.5







7.9Other investing activities


0.9







(5.3
)






(4.4
)Net cash used for investing activities


(190.4
)






(51.6
)






(242.0
)Cash flows from financing activities:Repayments of term debt and capital leases


(6.2
)






(1.2
)






(7.4
)Borrowings under revolving credit facility


94.3















94.3Repayments of revolving credit facility


(144.3
)














(144.3
)Capital contributions from Parent


(3.9
)






3.9







Dividends paid on common stock






(34.1
)










(34.1
)Proceeds from stock option exercises






3.0











3.0Excess tax benefits from share-based compensation


3.9







(0.6
)






3.3Repurchases of common stock






(20.3
)










(20.3
)Intercompany Financing


(33.2
)


51.0



(17.0
)


(0.8
)


Net cash used for financing activities


(89.4
)


(0.4
)


(14.9
)


(0.8
)


(105.5
)Effect of exchange rates on cash and cash equivalents


(0.1
)






(7.5
)






(7.6
)Decrease in cash and cash equivalents


(30.4
)






(13.9
)






(44.3
)Cash and cash equivalents at beginning of period


49.5







116.5







166.0Cash and cash equivalents at end of period

$
19.1


$



$
102.6


$



$
121.7  151




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Predecessor
  BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  For The
    Year Ended June 30, 2008
 Condensed
    Consolidating Statements of Cash Flows
  Non-Issuer


Guarantor


Guarantor


Eliminations


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

$
189.6


$
189.6


$
28.6



(218.2
)

$
189.6Adjustments to reconcile net income to net cash provided by
    operating activities:Equity in earnings of subsidiary


(28.6
)


(189.6
)






218.2



Depreciation and amortization


69.8







25.8







95.6Gain on hedging activities


(2.0
)














(2.0
)Gain (loss) on remeasurement of foreign denominated transactions


(57.2
)






1.6







(55.6
)Gain on refranchisings, dispositions of assets and release of
    unfavorable lease obligation


(6.1
)






(10.7
)






(16.8
)Bad debt expense, net of recoveries


(4.5
)






1.8







(2.7
)Stock-based compensation


11.4











11.4Deferred income taxes


11.8







8.5







20.3Changes in current assets and liabilities, excluding
    acquisitions and dispositions:Trade and notes receivables


(4.9
)






(3.7
)






(8.6
)Prepaids and other current assets


15.1







(0.2
)






14.9Accounts and drafts payable


15.5







5.3







20.8Accrued advertising


14.8







(3.7
)






11.1Other accrued liabilities


(6.7
)






0.5







(6.2
)Other long-term assets and liabilities


(20.2
)


0.1



(3.3
)


(5.0
)


(28.4
)Net cash provided by operating activities


197.8



0.1



50.5



(5.0
)


243.4Cash flows from investing activities:Payments for property and equipment


(128.3
)






(49.9
)






(178.2
)Proceeds from refranchisings, disposition of assets and
    restaurant closures


12.5







14.5







27.0Payments for acquired franchisee operations, net of cash acquired


(53.6
)






(0.6
)






(54.2
)Return of investment on direct financing leases


7.0







0.4







7.4Other investing activities


(0.2
)






(1.1
)






(1.3
)Net cash used for investing activities


(162.6
)






(36.7
)






(199.3
)Cash flows from financing activities:Repayments of term debt and capital leases


(54.3
)






(1.2
)






(55.5
)Borrowings under revolving credit facility


50.0















50.0Dividends paid on common stock






(34.2
)










(34.2
)Proceeds from stock option exercises






3.8











3.8Excess tax benefits from share-based compensation


9.1







0.2







9.3Repurchases of common stock






(35.4
)










(35.4
)Intercompany Financing


(76.4
)


65.7



5.7



5.0



Net cash (used for) provided by financing activities


(71.6
)


(0.1
)


4.7



5.0



(62.0
)Effect of exchange rates on cash and cash equivalents


4.0







10.4







14.4(Decrease) increase in cash and cash equivalents


(32.4
)






28.9







(3.5
)Cash and cash equivalents at beginning of period


81.9







87.6







169.5Cash and cash equivalents at end of period

$
49.5


$



$
116.5


$



$
166.0  152




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Note 24.
    Subsequent
    Events  Amended
    and Restated Credit Agreement
      2011
    Omnibus Plan
     153




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##### 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.
 Part III Item 10.
    Directors,
    Executive Officers and Corporate Governance  DIRECTORS
    AND EXECUTIVE OFFICERS
  Directors
     154




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##### Table of Contents



Name

Age

PositionAlexandre Behring


44


Co-ChairmanJohn W. Chidsey


48


Co-ChairmanPaul J. Fribourg


57


DirectorPeter Harf


64


DirectorBernardo Hees


41


Chief Executive Officer and DirectorCarlos Alberto Sicupira


62


DirectorMarcel Herrmann Telles


61


Director     Alexandre Behring.
  John W. Chidsey.
  Paul J. Fribourg.
  Peter Harf.
  Bernardo Hees.
 155




---



##### Table of Contents



Owner/President
  Carlos Alberto Sicupira. not-for-profit
  Marcel Herrmann Telles. ITAU-UNIBANCO,
    Executive
    Officers
    Name

Age

PositionBernardo Hees


41


Chief Executive Officer and DirectorDaniel S. Schwartz


30


EVP, Chief Financial OfficerJonathan Fitzpatrick


40


EVP, Chief Brand and Operations OfficerAnne Chwat


51


EVP, General Counsel and SecretarySteven M. Wiborg


41


EVP and President of North AmericaJosé E. Cil


41


EVP and President of Europe, Middle East and AfricaJosé D. Tomas


43


President of Latin America, EVP and Chief Human Resources and
    Communications OfficerDavid M. Chojnowski


41


SVP, Controller and Chief Accounting Officer     Bernardo Hees.
  Daniel S. Schwartz.
  Jonathan Fitzpatrick.
 156




---



##### Table of Contents



Anne Chwat. ® Burger King
  Steven M. Wiborg. Burger King
  José E. Cil. Wal-Mart
  José D. Tomas.
  David M. Chojnowski.
  Corporate
    Governance
    Board
    Committees
    Audit
    Committee
   157




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##### Table of Contents



Rule 10A-3
  Compensation
    Committee
    Executive
    Committee
      Codes of
    Ethics
    158




---



##### Table of Contents



Item 11.
    Executive
    Compensation  Compensation
    Discussion and Analysis
  General
    Overview
      
    BKC is Burger King Corporation, a Florida
    corporation.
    The CEO is our Chief Executive Officer. From
    July 1, 2010 through the Merger Date (as defined below),
    our CEO was John W. Chidsey, who also served as Chairman of our
    Board of Directors. On November 4, 2010, Bernardo Hees was
    appointed CEO, and he has served in this capacity through the
    date hereof.
    The NEOs are the following executives:  
    Bernardo Hees, a member of the Board of Directors and CEO (since
    November 4, 2010);
    John W. Chidsey, former Chairman and CEO (through
    October 19, 2010) and a co-chairman of the Board of
    Directors (since October 19, 2010);
    Ben K. Wells, former Chief Financial Officer (through
    December 31, 2010);
    Anne Chwat, EVP, General Counsel and Secretary (through the
    expiration of the Executive Transition Period);
    Jonathan Fitzpatrick, EVP, Chief Brand and Operations Officer
    (EVP, Global Operations since October 25, 2010 and Chief
    Brand and Operations Officer since February 28, 2011; prior
    thereto, Mr. Fitzpatrick was SVP, Operations, Europe,
    Middle East and Africa);
    Natalia Franco, former EVP, Global Chief Marketing Officer
    (through March 10, 2011);
    Charles M. Fallon, Jr., former President, North America
    (through November 30, 2010); and
    Peter C. Smith, former EVP, Chief Human Resources Officer
    (through October 19, 2010).  
    The Pre-Merger NEOs are the NEOs employed by the
    Company prior to the Merger Date. The Pre-Merger NEOs are: John
    W. Chidsey, Ben Wells, Anne Chwat, Jonathan Fitzpatrick, Natalia
    Franco, Charles M. Fallon, Jr. and Peter C. Smith.
    The CEO Direct Reports are our executives who report
    directly to the CEO. All of the NEOs (other than the CEO) are
    CEO Direct Reports.
    Total Direct Compensation is annual base salary,
    cash incentives and long-term equity incentives.    pay-for-performance
 159




---



##### Table of Contents




    rewarding superior financial and operational performance;
    placing a significant portion of compensation at risk if
    performance goals are not achieved;
    aligning the interests of the CEO and CEO Direct Reports with
    those of our shareholders (and now 3G Capital, which controls
    the Parent, our sole shareholder); and
    enabling us to attract, retain and motivate top talent.    
    performance and long-term potential;
    nature and scope of the individuals responsibilities and
    his or her effectiveness in supporting our long-term
    goals; and
    Total Direct Compensation of the individual in relation to other
    CEO Direct Reports.      
    administers our executive compensation programs;
    evaluates the performance of the CEO and the CEO Direct Reports;
    oversees and sets compensation for the CEO and the CEO Direct
    Reports;
    makes decisions relating to the issuance of equity to the CEO,
    the CEO Direct Reports and our executive officers; and
    reviews our management succession plan.      Pre-Merger
    Compensation and Decisions
  Role
    of Compensation Consultant
   160




---



##### Table of Contents




    Modeling the share request for the proposed amendment to our
    long-term incentive plan and running the RiskMetrics model;
    Reviewing drafts of the amended and restated long-term incentive
    plan document;
    Providing advice to the Compensation Committee with respect to
    incentive plan parameters and measures;
    Reviewing the executive compensation disclosure included in the
    Companys
    Schedule 14D-9
    filed by the Company in connection with the Merger;
    Providing market data and advice with respect to the level of
    severance and the treatment of cash and equity incentives upon a
    change in control; and
    Advising the Compensation Committee with respect to 280G issues
    related to the Merger.  Peer
    Group Comparison
      Brinker International, Inc.

Starbucks Corp.Darden Restaurants, Inc.

Starwood Hotels & Resorts Worldwide, IncDominos Pizza, Inc.

The Coca-Cola CompanyMarriott International, Inc.

Wendys/Arbys Group, Inc.McDonalds Corp.

Wyndham Worldwide Corp.Nike, Inc.

Yum! Brands, Inc.PepsiCo, Inc.     Role
    of Executives in Establishing Compensation
    Elements
    of Compensation and Benefit Programs
   161




---



##### Table of Contents



Base
    Salary
  across-the-board
  Annual
    Cash Incentive Program
    
    Individual Target Bonus.  The employment
    agreement for each Pre-Merger NEO established the minimum target
    bonus for the NEO, expressed as a percentage of his or her then
    current base salary. For Mr. Chidsey, this target bonus was
    100% of base salary, for each of Messrs. Wells, Fallon and
    Smith and Ms. Chwat and Ms. Franco, the target bonus
    was 70% of base salary and for Mr. Fitzpatrick, the target
    bonus was 60% of base salary. For fiscal 2011, as in prior
    years, the Compensation Committee approved these percentages for
    each Pre-Merger NEO.
    Financial Metrics.  For fiscal 2011, the
    Compensation Committee approved using PBT (profit before taxes)
    as the measure to determine the Companys worldwide
    performance and EBITDA as the measure to determine the
    Companys regional performance, and established threshold,
    target and maximum performance levels for Worldwide PBT and
    EBITDA for each region for purposes of determining the
    percentage of target bonus that could be earned.    Long-Term
    Equity Incentives
   162




---



##### Table of Contents




    50% of the long-term incentive value (LTI Value)
    earned in the form of stock options, which would vest ratably
    over four years;
    25% of the LTI Value earned in the form of restricted stock,
    which would vest on the third anniversary of the grant
    date; and
    25% of the LTI Value earned in the form of performance shares,
    which were subject to a one-year performance period and then, to
    the extent earned, would vest on the third anniversary of the
    grant date.          Executive
    Benefits and Perquisites
    Executive
    Retirement Program
  dollar-for-dollar
 163




---



##### Table of Contents



Executive
    Life Insurance Program
    Perquisites
  gross-up.
  Certain
    Other Benefits
    Other
    Compensation Committee Actions
    Compensation
    Committee Role in Connection with Merger Related
    Compensation
    
    Review and approval of the employment agreement amendments for
    each of Messrs. Chidsey, Wells, Smith and Chwat (the
    Transition Executives);
    Approval of the acceleration of vesting of all outstanding
    equity grants and the treatment of the August 2010 Equity Grants
    awarded to vice presidents and above; and
    Approval of a pro-rata payout of the RSIP at the target level of
    performance.  Approval
    of Amended Employment Agreements and Transition
    Bonuses.
   164




---



##### Table of Contents



Acceleration of Outstanding Equity.
       165




---



##### Table of Contents



Approval of Pro-Rata Bonuses.
    Equity

DividendCash

Equivalent

Transition

Pro Rata

ERPName

Payout

Payout

Bonus

Bonus

Contribution

TotalJohn W. Chidsey


27,501,052



97,017



521,000



314,291



12,572



28,445,932Ben K. Wells


3,656,318



11,594



1,308,500



110,753



6,329



5,093,495Anne Chwat


2,725,118



10,015



1,130,619



95,118



5,435



3,966,384Jonathan Fitzpatrick


653,987



3,373







47,014



3,134



707,508Natalia Franco


525,916



1,326







73,836



4,219



605,296Charles M. Fallon, Jr.


3,313,288



9,656







105,479



6,027



3,434,450Peter C. Smith


2,274,273



9,037



1,097,518



92,208



5,269



3,478,305   Post-Merger
    Philosophy, Compensation and Decisions
     166




---



##### Table of Contents



and/or
  
    On December 1, 2010, the Compensation Committee decided
    that the Company would not pay any cash bonus under the RSIP or
    any profit-sharing contribution under the ERP for the period
    commencing on the Merger Date and ending on December 31,
    2010;
    On February 2, 2011, the Compensation Committee
    discontinued the profit sharing component of the ERP, effective
    immediately;
    On February 2, 2011, the Board of Directors of the Company
    terminated the Companys incentive plans in place prior to
    the Merger;
    On February 2, 2011, the Board of Directors of the Parent
    adopted the Burger King Worldwide Holdings, Inc. 2011 Omnibus
    Incentive Plan (the 2011 Omnibus Plan), and
    determined that all future equity grants and cash incentives for
    employees of BKC and its subsidiaries would be made pursuant to
    the 2011 Omnibus Plan;
    On February 2, 2011, the Compensation Committee established
    the 2011 annual bonus program under the 2011 Omnibus Plan. Under
    the 2011 annual bonus program, awards will be payable upon
    achievement of Company-wide financial performance and individual
    performance. Individual results measure a participants
    performance against the individual management business
    objectives or MBOs assigned to a participant for the fiscal
    year. Under the 2011 annual bonus program, a participant must
    achieve at least 50% of his or her overall individual targets
    for the fiscal year in order to receive any portion of a bonus
    payout for that fiscal year;
    On February 3, 2011, the Parent granted stock options under
    the 2011 Omnibus Plan to certain select executives, including
    all of the executive officers. We do not currently anticipate
    that additional equity will be issued to our executives on an
    annual basis as part of future compensation arrangements. We
    anticipate that any future option grants will be
    discretionary; and
    On March 1, 2011, the Parent offered officers of the
    Company who had proceeds from the August 2010 Equity Grants
    deposited into trust a one-time opportunity to purchase shares
    of common stock of the Parent under the 2011 Omnibus Plan
    (Investment Shares) at a purchase price of $15.82
    per millishare (or .001 of a full share). Any officer who elects
    to purchase Investment Shares will also receive an option to
    purchase two millishares for each Investment Share purchased, at
    an exercise price of $15.82 per millishare. 167




---



##### Table of Contents



Compensation
    Committee Report
  Form 10-K.
    
    TRANSITION
    PERIOD SUMMARY COMPENSATION TABLE
  Non-EquityStock

Option

Incentive Plan

All OtherName and





Bonus

Awards

Awards

Compensation

Compensation(6)Principal Position

Year

Salary ($)

(2)($)

(3)($)

(4)($)

(5)($)

($)

Total ($)Bernardo Hees


2010
(1)


86,538



















7,716



94,254Chief Executive Officer(7)(8)John W. Chidsey


2010
(1)


521,438



521,000



2,085,721



2,043,802



314,291



182,594



5,668,846Chief Executive Officer(7)


2010



1,042,875







2,085,747



2,060,614



649,967



358,419



6,197,6222009



1,034,697







2,024,993



1,967,403



803,014



316,943



6,147,0502008



1,012,500







2,024,982



1,930,752



1,306,125



434,190



6,708,549Ben K. Wells


2010
(1)


261,335



1,308,500



1,113,706



385,828



110,753



52,238



3,232,360Chief Financial Officer


2010



494,709







371,016



366,560



215,828



115,336



1,563,4492009



490,830



50,000



360,223



349,978



266,648



115,336



1,633,0152008



479,147







360,220



343,466



433,711



126,109



1,742,653Anne Chwat


2010
(1)


225,441



1,130,619



338,153



331,359



95,118



47,291



2,167,981EVP, General Counsel


2010



450,883







338,149



334,088



196,708



107,033



1,426,861Jonathan Fitzpatrick


2010
(1)


143,846







102,363



100,311



47,014



444,492



838,026EVP, Global Operations(7)(8)(9)Natalia Franco


2010
(1)


176,923







131,237







73,836



148,250



530,246EVP & Global Chief Marketing Officer(8)Charles M. Fallon, Jr.


2010
(1)


224,529







374,994



367,455



105,479



1,890,617



2,963,074President, North America(7)


2010



437,750







328,298



324,353



220,750



104,029



1,415,1802009



434,317







350,622



340,652



222,158



96,527



1,444,2762008



425,000







318,728



303,908



391,162



128,575



1,567,373Peter C. Smith


2010
(1)


147,938



1,097,518



327,787



321,221



92,208



528,684



2,515,356EVP, HR(7)


2010



437,091







327,804



323,867



190,691



104,016



1,383,469     (1)
    
    Refers to the transition period of July 1, 2010 through
    December 31, 2010 (the Transition Period).(2)
    
    Each of Messrs. Chidsey, Wells and Smith and Ms. Chwat
    received a transition bonus in respect of his or her
    contributions towards the successful completion of the Merger.
    Messrs. Wells and Smith and Ms. Chwat received their
    respective transition bonus on the Merger Date. Mr. Chidsey
    received $521,000 of his transition bonus on the Merger Date,
    and will receive $2,500,000 within five days following the
    expiration of the Executive Transition Period, subject to his
    continued service or earlier termination of employment without
    cause, for good reason or by reason of his death or disability.(3)
    
    Amounts shown in this column include the aggregate grant date
    fair value of restricted stock awards, performance-based
    restricted stock awards and performance share awards, as
    applicable, granted in the Transition Period, fiscal 2010,
    fiscal 2009 and fiscal 2008 in accordance with FASB ASC Topic
    718. The amounts previously reported for fiscal 2009 and fiscal
    2008 have been restated to reflect the aggregate grant date fair
    value of the grants in accordance with new SEC rules. The
    assumptions and methodology used to 168




---



##### Table of Contents



calculate the grant date fair value for these awards are in
    Note 3 to the accompanying audited Consolidated Financial
    Statements. In connection with the Merger, the restricted stock
    awards, performance based restricted stock and performance share
    awards granted in August 2010 to the Pre-Merger NEOs were
    accelerated and converted into the right to receive cash (in the
    case of the performance share awards and performance based
    restricted stock awards at the target level of performance) on
    the Merger Date.(4)
    
    Amounts shown in this column include the aggregate grant date
    fair value of option awards granted in the Transition Period,
    fiscal 2010, fiscal 2009 and fiscal 2008 in accordance with FASB
    ASC Topic 718. Amounts previously reported for fiscal 2010,
    fiscal 2009 and fiscal 2008 were also restated to reflect
    immaterial differences in the calculation of the grant date fair
    value. The assumptions and methodology used to calculate the
    grant date fair value for the options are in Note 3 of the
    accompanying audited Consolidated Financial Statements. In
    connection with the Merger, the options granted in August 2010
    to the Pre-Merger NEOs were accelerated and converted into the
    right to receive cash on the Merger Date.(5)
    
    The amounts reported in this column reflect compensation earned
    for the Transition Period, fiscal 2010, fiscal 2009 and fiscal
    2008 under the RSIP. During fiscal 2010, fiscal 2009 and fiscal
    2008, we paid cash incentives under the RSIP in the fiscal year
    following the fiscal year in which they were earned. During the
    Transition Period, all bonus-eligible employees, including the
    Pre-Merger NEOs, received their annual bonus for fiscal 2011 pro
    rated for the portion of the fiscal year that occurred prior to
    the Merger Date, calculated at the target level of performance,
    on the Merger Date. The Compensation Committee decided not to
    pay a bonus under the RSIP for the period beginning on the
    Merger Date and ending on December 31, 2010.(6)
    
    This column includes the Transition Period perquisites described
    below in the Transition Period Perquisites Table. This column
    also includes severance payments for Messrs. Fallon and
    Smith, consulting fees for Mr. Smith, expatriate benefits
    for Mr. Fitzpatrick, life insurance premiums, dividend
    payments and dividend equivalents as described in Footnote 4 to
    the Transition Period All Other Compensation Table, the
    Companys matching and performance-based contributions to
    the Companys 401(k) plan and ERP, as described below in
    the Transition Period All Other Compensation Table.(7)
    
    Mr. Hees was appointed as CEO on November 4, 2010.
    Mr. Chidsey served as Chairman and CEO through
    October 19, 2010. Mr. Fitzpatrick was appointed EVP,
    Global Operations on October 25, 2010 and, on
    February 28, 2011, assumed the role of EVP, Chief Brand and
    Operations Officer. Mr. Fallon served as EVP and President
    of North America until November 30, 2010. Mr. Smith
    served as EVP, Global Human Resources Officer until
    October 19, 2010. He provided consulting services to the
    Company from October 20, 2010 through October 29, 2010
    and received $18,321.90 in consulting fees, which are included
    in All Other Compensation for the Transition Period.(8)
    
    Messrs. Hees and Fitzpatrick and Ms. Franco became
    Named Executive Officers in the Transition Period. Since they
    were not NEOs in fiscal 2010, fiscal 2009 and fiscal 2008, the
    Summary Compensation Table only includes their compensation for
    the Transition Period.(9)
    
    The exchange rates used for Mr. Fitzpatricks
    expatriate benefits for the Transition Period which were paid in
    Swiss Francs are based on the one day average historical rate as
    found on OANDA.com on December 31, 2010 as follows: 1 CHF =
    1.06288 USD.  Employment
    Agreements
   169




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Employment
    Agreement with Mr. Chidsey
    gross-up
  Employment
    Agreement with Mr. Wells and Ms. Chwat
     170




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Employment
    Agreement with Mr. Fitzpatrick
          Employment
    Agreement with Ms. Franco
  st
 171




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TRANSITION
    PERIOD ALL OTHER COMPENSATION TABLE
  CompanyContributions to

DividendWelfare

Retirement and

Equivalents

ExpatriatePlans

401(k) Plans(3)

Earned

Benefits

SeveranceName

Year(1)

Perquisites ($)

(2)($)

($)

(4)($)

(5)($)

(6)($)

Total ($)Bernardo Hees


2010



7,716























7,716John W. Chidsey


2010



122,361



1,168



41,452



17,613











182,594Ben K. Wells


2010



24,250



3,090



20,867



4,031











52,238Anne Chwat


2010



24,250



1,557



18,961



2,523











47,291Jonathan Fitzpatrick


2010







329



10,034



819



433,310







444,492Natalia Franco


2010



131,973



1,007



14,373



897











148,250Charles M. Fallon, Jr.


2010



22,385



1,083



19,499



2,573







1,845,077



1,890,617Peter C. Smith


2010



24,542



2,051



14,146



2,354







485,591



528,684     (1)
    
    Refers to the Transition Period.(2)
    
    Amounts in this column reflect life insurance premiums paid by
    us.(3)
    
    The amounts in this column represent Company matching
    contributions to the 401(k) plan and the ERP and the
    Companys profit sharing contribution to the ERP for the
    Transition Period, as follows:  Company
    Matching Contributions to 401(k) and ERP and
    Company Profit Sharing Contribution to ERP
  Transition PeriodCompany Matching

Transition Period

Transition PeriodContributions 

Company Matching

Profit SharingNEO

401(k) ($)

Contributions  ERP($)

Contribution  ERP ($)Bernardo Hees










John W. Chidsey






28,880



12,572Ben K. Wells






14,538



6,329Anne Chwat


719



12,807



5,435Jonathan Fitzpatrick


6,900







3,134Natalia Franco






10,154



4,219Charles M. Fallon, Jr.


1,568



11,904



6,027Peter C. Smith


1,034



7,843



5,269   (4)
    
    Quarterly dividends and dividend equivalents in the amount of
    $0.0625 per share were paid by the Company to record owners of
    shares, in the case of dividends, and accrued by the Company for
    the holders of vested and unvested restricted stock units,
    restricted stock and performance shares in the case of dividend
    equivalents, as of September 14, 2010 in the Transition
    Period. The amounts in this column represent accrued dividend
    equivalents earned on vested and unvested restricted stock
    units, restricted stock, performance shares and performance
    based restricted stock, as applicable, during the Transition
    Period. All Pre-Merger NEOs had restricted stock units,
    restricted stock, performance shares and performance based
    restricted stock settle during the period due to the Merger.
    Mr. Chidsey was paid $97,017; Mr. Wells was paid
    $11,594; Ms. Chwat was paid $10,094; Mr. Fitzpatrick
    was paid $3,373; Ms. Franco was paid $1,326;
    Mr. Fallon was paid $9,656; and Mr. Smith was paid
    $9,037, which represents dividends that accrued on these
    restricted stock units, restricted stock, performance shares and
    performance based restricted stock during the Transition Period.(5)
    
    This column represents expatriate benefits received by
    Mr. Fitzpatrick during the Transition Period in connection
    with his temporary assignment from the U.S. to Switzerland.
    Included in the total number is 172




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$118,275 estimated Swiss individual income taxes, plus tax
    gross-up of
    $41,025. The amounts included in this column for housing
    assistance, estimated Swiss individual income taxes, cost of
    living allowance, the cost to the Company of
    Mr. Fitzpatricks car in Switzerland and home leave
    were paid in Swiss Francs and converted to U.S. dollars based
    upon the exchange rate described in Footnote 9 to the Transition
    Period Summary Compensation Table.(6)
    
    Includes severance amounts payable to Messrs. Fallon and
    Smith pursuant to their respective employment agreements, as
    amended, in connection with their termination of employment
    following the Merger. Also includes, for Mr. Smith,
    $18,321.90 received for consulting services provided to the
    Company from October 20, 2010 through October 29, 2010.  TRANSITION
    PERIOD PERQUISITES TABLE
    Perquisite


Personal


Auto Expenses/





TotalAllowance


Travel


Car Service


Miscellaneous


PerquisitesName

Year(1)


(2)($)


(3)($)


(4)($)


(5)($)


($)Bernardo Hees


2010















7,716



7,716John W. Chidsey


2010



31,750



89,287



1,324







122,361Ben K. Wells


2010



24,250















24,250Anne Chwat


2010



24,250















24,250Jonathan Fitzpatrick


2010



















Natalia Franco


2010



24,250











107,723



131,973Charles M. Fallon, Jr.


2010



22,385















22,385Peter C. Smith


2010



16,788











7,754



24,542     (1)
    
    Refers to the Transition Period.(2)
    
    These perquisite allowances were paid to the NEOs other than
    Mr. Hees and Mr. Fitzpatrick in accordance with their
    respective employment agreements. Each such NEO uses the
    perquisite allowance at his or her discretion. The amount was
    calculated at an annual rate of $63,500 for Mr. Chidsey and
    $48,500 for Messrs. Wells, Fallon and Smith and
    Ms. Chwat and Ms. Franco.(3)
    
    Pursuant to his employment agreement, Mr. Chidsey is
    entitled to private charter jet usage for personal use of up to
    $100,000 per year. However, under his employment agreement, only
    hourly charges and fuel surcharges are to be considered for
    purposes of this $100,000 allowance. In accordance with SEC
    guidance, the amounts included in this column have been
    calculated utilizing the actual invoice amount, which we believe
    more accurately reflects the incremental cost to the Company for
    this perquisite. The aggregate incremental cost to the Company
    for Mr. Chidseys personal usage of the Company
    aircraft was $89,287, $13,976 of which was for spousal travel,
    for the Transition Period. Mr. Chidsey is fully responsible
    for all taxes associated with his personal use of the Company
    aircraft.(4)
    
    Mr. Chidsey is entitled to personal use of a car service,
    and the charges for this perquisite totaled $1,324.
    Mr. Chidsey is fully responsible for all taxes associated
    with this perquisite.(5)
    
    Represents relocation expenses for Mr. Hees and
    Ms. Franco and
    $7,754 gross-up
    on MICA for underreported taxes for Mr. Smith during the
    Companys 2007 fiscal year. 173




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TRANSITION
    PERIOD GRANTS OF PLAN-BASED AWARDS TABLE
  All Other



GrantAll Other

Option

Exercise

DateStock

Awards:

or Base

FairAwards:

Number of

Price of

Value ofEstimated Performance Shares Possible

Number of

Securities

Option

Stock andEstimated Possible Payouts Under

Payouts Under Equity Incentive

Shares or

Underlying

Awards

OptionGrant

Approval

Non-Equity Incentive Plan Awards(2)

Plan Awards(3)

Units

Options

($/sh)

AwardsName

Date

Date(1)

Threshold ($)

Target ($)

Maximum ($)

Threshold (#)

Target (#)

Maximum (#)

(#)(4)

(#)(6)

(7)

($)(8)Bernardo Hees














































John W. Chidsey


8/25/2010



8/18/2010



521,438



1,042,875



2,085,750







59,558



119,116



59,558



339,502



17.51



4,129,523Ben K. Wells


8/25/2010



8/18/2010



183,750



367,500



735,000







11,243



26,984



11,243



64,091



17.51



779,558Ben K. Wells(5)


8/25/2010



7/19/2010



























20,559







17.51



359,988Anne Chwat


8/25/2010



8/18/2010



157,809



315,618



631,236







9,656



23,174



9,656



55,043



17.51



669,512Jonathan Fitzpatrick


8/25/2010



8/18/2010



78,000



156,000



273,000



4,676



5,846



8,017







16,663



17.51



202,675Natalia Franco


8/25/2010



8/18/2010



122,500



245,000



490,000







7,495



17,988















131,237Charles M. Fallon, Jr.


8/25/2010



8/18/2010



175,000



350,000



700,000







10,708



25,698



10,708



61,039



17.51



742,449Peter C. Smith


8/25/2010



8/18/2010



152,982



305,964



611,927







9,360



22,466



9,360



53,359



17.51



649,008     (1)
    
    The Compensation Committee recommended and the Board approved
    the fiscal 2011 grants with a grant date of August 25, 2010
    at meetings held on August 18, 2010.(2)
    
    The amounts reported in this column reflect possible payments
    based on fiscal 2011 performance under the RSIP at threshold,
    target and maximum performance levels, as approved by the
    Compensation Committee for the full fiscal year. The
    Maximum estimated possible payout reflects what a
    Pre-Merger NEO would earn if the Company met or exceeded its
    financial performance goals at the maximum level. In connection
    with the Merger, all bonus-eligible employees, including the
    Pre-Merger NEOs, received their pro rata annual bonus for fiscal
    2011 through October 18, 2010, calculated at the target
    performance level, on the Merger Date. The actual amounts paid
    under the RSIP are the amounts reflected in the Non-Equity
    Incentive Plan Compensation column of the Transition Period
    Summary Compensation Table.(3)
    
    In August 2010, we made grants of option, restricted stock and
    performance share awards to each Pre-Merger NEO except
    Mr. Fitzpatrick. Mr. Fitzpatrick received an option
    grant and a grant of performance based restricted stock. The
    amounts reported under the Threshold,
    Target and Maximum columns above relate
    only to the performance share awards and, in the case of
    Mr. Fitzpatrick, performance based restricted stock award,
    made under our 2006 Omnibus Incentive Plan. The performance
    share awards granted to the Pre-Merger NEOs, other than
    Messrs. Chidsey and Fitzpatrick, were calculated as
    follows: the NEOs current salary, multiplied by the target
    equity award as a percentage of base salary, adjusted by the
    NEOs individual performance factor (which may result in an
    award adjustment of up to plus or minus 20%), divided by four,
    then divided by the closing stock price on the grant date. For
    Mr. Chidsey, the number of performance shares was
    calculated similarly; however, his percentage of base salary was
    not subject to adjustment based on his individual performance.
    The performance based restricted stock award granted to
    Mr. Fitzpatrick was calculated as follows:
    Mr. Fitzpatricks current salary, multiplied by the
    target equity award as a percentage of base salary, adjusted by
    his individual performance factor (which may result in an award
    adjustment of up to plus or minus 20%), divided by two, then
    divided by the closing stock price on the grant date. The actual
    number of performance shares and, in the case of
    Mr. Fitzpatrick, performance based restricted stock,
    granted is reflected in the Target column above.
    Based on decisions made by the Compensation Committee at the
    time of the grant, but for the Merger, the Pre-Merger NEOs would
    have received the number of performance shares (and, in the case
    of Mr. Fitzpatrick, performance based restricted stock)
    reflected in the Target column above if the Company
    had achieved its target PBT for fiscal 2011. The number of
    performance shares that would have been earned by the Pre-Merger
    NEOs other than Mr. Fitzpatrick at the end of the one-year
    performance period would then have been subject to a decrease of
    up to 100% for all NEOs if the Company had achieved PBT between
    the Threshold and Target levels or an
    increase of up to 200% for all NEOs if the Company had achieved
    PBT between the Target and Maximum
    levels. Mr. Fitzpatricks performance based restricted
    stock were subject to a decrease of up to 20% and an increase of
    up to 20% for performance between the levels described in the
    preceding sentence. However, in connection with the Merger, the
    performance shares and performance based restricted stock were
    accelerated and converted into the right to receive cash at the
    target level of performance on the Merger Date. 174




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(4)
    
    The restricted stock awards granted in August 2010 were made
    under our 2006 Omnibus Incentive Plan. All of the Pre-Merger
    NEOs except for Mr. Fitzpatrick received restricted stock
    awards in August 2010. The restricted stock awards granted to
    these Pre-Merger NEOs, other than Mr. Chidsey, were
    calculated as follows: the NEOs current salary, multiplied
    by the target equity award as a percentage of base salary,
    adjusted by the NEOs individual performance factor (which
    may result in an award adjustment of up to plus or minus 20%),
    divided by four, then divided by the closing stock price on the
    grant date. For Mr. Chidsey, the number of shares of
    restricted stock was calculated similarly; however, his
    percentage of base salary was not subject to adjustment based on
    his individual performance. In connection with the Merger, these
    restricted stock awards were accelerated and converted into the
    right to receive cash on the Merger Date.(5)
    
    On July 19, 2010, the Compensation Committee approved a
    special equity grant with a grant date of August 25, 2010
    and an aggregate grant date fair value of $360,000 for
    Mr. Wells. The grant consisted of restricted stock that was
    scheduled to vest ratably on the anniversary of the grant date
    over a three-year period. The equity grant was converted into
    cash and paid to Mr. Wells on the Merger Date.(6)
    
    The option awards granted in August 2010 were made under our
    2006 Omnibus Incentive Plan. The options awarded to the
    Pre-Merger NEOs, other than Mr. Chidsey, were calculated as
    follows: the NEOs current salary, multiplied by the target
    equity award as a percentage of base salary, adjusted by the
    NEOs individual performance factor (which may result in an
    award adjustment of up to plus or minus 20%), divided by two,
    then divided by the economic value of our stock on the grant
    date, which was $6.14 per share. For Mr. Chidsey, the
    number of options was calculated similarly; however, his
    percentage of base salary was not subject to adjustment based on
    his individual performance. In connection with the Merger, these
    option awards were accelerated and converted into the right to
    receive cash on the Merger Date.(7)
    
    Reflects the closing price of our common stock on the NYSE on
    August 25, 2010, the fiscal 2011 annual equity grant date.(8)
    
    The amounts reflect the fair market value of (1) the
    probable payout of performance shares, and (2) the
    restricted stock and options awarded (which were not subject to
    any increase or decrease based on individual or Company
    performance) on August 25, 2010 (the grant date).  TRANSITION
    PERIOD EXERCISES AND STOCK VESTED TABLE
  Option Awards(3)Number of Shares



Stock Awards(3)Acquired on

Value Realized on

Number of Shares

Value RealizedExercise

Exercise

Acquired on

on VestingName

(#)

(1)($)

Vesting (#)

(2)($)Bernardo Hees














John W. Chidsey


2,091,404



20,737,660



465,080



9,856,649Ben K. Wells


445,902



2,108,630



82,846



1,863,646Anne Chwat


238,410



1,756,262



70,748



1,481,688Jonathan Fitzpatrick


62,139



339,467



21,122



452,493Natalia Franco


37,339



181,468



14,352



344,448Charles M. Fallon, Jr.


428,184



2,325,232



57,413



1,267,615Peter C. Smith


216,805



1,370,313



67,493



1,406,958     (1)
    
    Represents amounts received by the Pre-Merger NEOs in connection
    with the cash-out of options on the Merger Date. In connection
    with the Merger, all options granted to the Pre-Merger NEOs were
    accelerated and converted into the right to receive an amount in
    cash equal to the excess of $24 over the exercise price of the
    options, multiplied by the number of shares of common stock
    underlying the options. The amounts set forth under the
    Value Realized on Exercise column are calculated
    based on the difference between the actual exercise prices
    underlying the related options, as opposed to the weighted
    average exercise price per share. The converted options had a
    weighted average exercise price per share of $17.05.(2)
    
    Represents amounts received in connection with the cash-out of
    restricted stock and performance based restricted stock awards
    and performance shares on the Merger Date of $6,763,392 for
    Mr. Chidsey, $1,547,688 175




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##### Table of Contents



for Mr. Wells, $314,520 for Mr. Fitzpatrick, $988,056
    for Mr. Fallon, $903,960 for Mr. Smith, $968,856 for
    Ms. Chwat and $344,448 for Ms. Franco, all at $24 per
    share, in connection with the Merger, except for the following:
    287,371 shares that vested on August 21, 2010 and
    August 27, 2010 where the closing market price was $16.45
    and $17.21, respectively:  Number of Shares



Closing MarketAquired on Vesting

Value Realized

Prices on VestingName

(#)

on Vesting ($)

Date ($)John W. Chidsey


80,071



1,317,168



16.45John W. Chidsey


103,201



1,776,089



17.21Ben K. Wells


18,359



315,958



17.21Anne Chwat


13,145



216,235



16.45Anne Chwat


17,234



296,597



17.21Jonathan Fitzpatrick


3,854



66,327



17.21Jonathan Fitzpatrick


4,163



71,645



17.21Charles M. Fallon, Jr.


16,244



279,559



17.21Peter C. Smith


13,608



223,852



16.45Peter C. Smith


16,220



279,146



17.21   (3)
    
    Pursuant to the Merger, 60% of the proceeds from the grants made
    on August 25, 2010 (as disclosed in the Transition Period
    Grants of Plan-Based Awards Table) to the Pre-Merger NEOs other
    than Mr. Peter C. Smith, were deposited into a trust
    account, and the remaining 40% was withheld for taxes. In the
    case of each of Mr. Wells and Ms. Chwat, the amounts
    in the trust are being released in six substantially equal
    installments on the first business day of each of the first six
    months following the Merger Date. In the case of
    Mr. Chidsey, 100% of the amounts in the trust will be
    released and remitted immediately after April 18, 2011. For
    Mr. Fitzpatrick, 25% of the portion of the trust account
    related to his stock options will be released on August 25,
    2011, an additional 25% of the portion of the trust related to
    his stock options will be released on August 25, 2012 and
    the remaining balance will be released on the second anniversary
    of the Merger Date.  TRANSITION
    PERIOD NONQUALIFIED DEFERRED COMPENSATION TABLE
    Executive

Company

Aggregate Earnings

Aggregate

Aggregate BalanceContributions in

Contributions in

in Stub Period

Withdrawals /

at Stub PeriodName

Stub Period($)

Stub Period($)(1)

Year($)(2)

Distributions ($)

Year-End ($)Bernardo Hees


















John W. Chidsey


28,880



41,452



162,774







1,083,684Ben K. Wells


14,538



20,867



30,031







264,761Anne Chwat


12,807



18,242



104,158







541,967Jonathan Fitzpatrick






3,134



1,992







82,600Natalia Franco


10,154



14,373



52







30,199Charles M. Fallon, Jr.


67,092



17,932



149,248







913,906Peter C. Smith


7,843



13,112



91,776







548,366     (1)
    
    Includes the pro rata ERP profit-sharing contribution paid to
    the Pre-Merger NEOs at the target performance level on the
    Merger Date for the period beginning on July 1, 2010 and
    ending on October 18, 2010 as follows: Mr. Chidsey,
    $12,572; Mr. Wells, $6,329; Ms. Chwat, $5,435;
    Mr. Fitzpatrick, $3,134; Ms. Franco, $4,219;
    Mr. Fallon, $6,027 and Mr. Smith, $5,269.(2)
    
    All amounts deferred by each Pre-Merger NEO, or credited to his
    or her account by us, earned interest at a rate that reflects
    the performance of investment funds that the NEO selected from a
    pool of funds. Each NEO may change his or her selections at any
    time, subject to any individual fund restrictions. 176




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TRANSITION
    PERIOD POTENTIAL PAYMENTS UPON TERMINATION
    OR CHANGE IN CONTROL TABLE
      Termination w/oTermination w/o

Cause or for GoodCause or for Good

Reason After Change

Death andReason

in Control

DisabilityName

Benefit

($)(1)

($) (2)(3)(4)

($)(5)John W. Chidsey

Salary(6)






6,257,250



Bonus






520,009



Value of Benefits Continuation






90,000



Perquisite Allowance(7)






190,500



Outplacement Services(8)






n/a



Total






7,057,759



Ben K. Wells

Salary(6)






525,000



Bonus






172,674



Value of Benefits Continuation






60,000



Perquisite Allowance(7)






48,500



Outplacement Services(8)






28,500



Total






834,674



Anne Chwat

Salary(6)






450,883



Bonus






157,377



Value of Benefits Continuation






60,000



Perquisite Allowance(7)






48,500



Outplacement Services(8)






28,500



Total






745,260



Jonathan Fitzpatrick

Salary(6)


700,000



700,000



n/aBonus


840,000



840,000



420,000Value of Benefits Continuation


26,956



60,000



n/aPerquisite Allowance(7)


n/a



n/a



n/aOutplacement Services(8)


28,500



28,500



n/aTotal


1,595,456



1,628,500



n/aNatalia Franco

Salary(6)






800,000



Bonus






960,000



Value of Benefits Continuation






60,000



Perquisite Allowance(7)






97,000



Outplacement Services(8)






28,500



Total






1,945,500



  177




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##### Table of Contents



(1)
    
    If Mr. Fitzpatrick is terminated without cause (as such
    term is defined in his employment agreement), he will be
    entitled to receive (i) two times his then current base
    salary and target annual bonus for the year of termination (the
    Severance), and (ii) continued coverage for two
    years under our medical, dental and life insurance plans for him
    and his eligible dependents. Additionally, Mr. Fitzpatrick
    will receive these benefits if his employment is terminated for
    good reason (as such term is defined in his employment
    agreement).(2)
    
    Since a change in control has occurred as a result of the
    Merger, the amounts on this table for all NEOs other than
    Mr. Fitzpatrick reflect only payments that will be made
    upon termination without cause or for good reason after a change
    in control. A change in control, without a termination of
    employment, will not in itself trigger any severance payments.(3)
    
    The Company agreed to employ Messrs. Chidsey and Wells and
    Ms. Chwat for a six-month period commencing on the Merger
    Date and ending on April 18, 2011 (the Executive
    Transition Period). Following the end of the Executive
    Transition Period, the employment of Messrs. Chidsey and
    Wells and Ms. Chwat will terminate, and they will receive
    the amounts included herein pursuant to their respective
    employment agreements, as amended. Mr. Wells and
    Ms. Chwat will also be entitled to receive continued
    coverage for two years under our medical, dental and life
    insurance plans for these executives and their eligible
    dependents. Mr. Chidsey will be entitled to such continued
    coverage for three years following the end of the Executive
    Transition Period. For more information, see the
    Employment Agreements section following the
    Transition Period Summary Compensation Table.(4)
    
    As Ms. Francos employment was terminated on March 10,
    2011, the amounts included above reflect a termination without
    cause after a change in control. Pursuant to her employment
    agreement, Ms. Franco will receive (i) two times the
    sum of her current base salary, perquisite allowance and annual
    target bonus for the fiscal year ending December 31, 2011,
    and (ii) continued coverage for two years under our
    medical, dental and life insurance plans for her and her
    eligible dependents.(5)
    
    If Mr. Fitzpatrick dies or becomes disabled,
    Mr. Fitzpatrick is entitled to receive a prorated bonus
    through the termination date to the extent and when we pay the
    bonus for that year. The term disability is defined
    in Mr. Fitzpatricks employment agreements as a
    physical or mental disability that prevents or would prevent the
    performance by Mr. Fitzpatrick of his duties under the
    employment agreement for a continuous period of six months or
    longer.(6)
    
    Pursuant to the terms of the respective NEOs employment
    agreement, each NEO has agreed to non-competition,
    non-solicitation and confidentiality restrictions that last for
    two years after termination. If the NEO breaches any of these
    covenants, we will cease providing any severance and other
    benefits to him or her, and we have the right to require him or
    her to repay any severance amounts already paid. In addition, as
    a condition to receiving the separation benefits, each NEO must
    sign a separation agreement and release in a form approved by
    us, which includes a waiver of all potential claims.(7)
    
    The perquisites allowance will be paid to the NEO during the
    relevant severance period specified in Footnotes 3 and 4 above.(8)
    
    Each NEO, other than Mr. Chidsey, is entitled to receive
    outplacement services upon termination of employment without
    cause or for good reason. As of December 31, 2010, eligible
    NEOs are entitled to receive outplacement services from our
    third party service provider for up to one year, which is
    currently valued at $28,500.  DIRECTOR
    COMPENSATION
  Pre-Merger Compensation Program.
 178




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##### Table of Contents



and/or and/or
    TRANSITION
    PERIOD DIRECTOR COMPENSATION TABLE
  Fees Earned or

All OtherPaid in Cash

Compensation

TotalName

(1) ($)

($)(2)

($)Richard W. Boyce


65,000



1,563



66,563David A. Brandon


65,000



1,563



66,563Ronald M. Dykes


97,500



1,495



98,995Peter R. Formanek


32,500



1,094



33,594Manuel A. Garcia


65,000



1,442



66,442Sanjeev K. Mehra


75,000



1,530



76,530Stephen G. Pagliuca


75,000



300



75,300Brian T. Swette


65,000



1,892



66,892Kneeland C. Youngblood


32,500



1,094



33,594     (1)
    
    As a result of the Merger, all board service fees for calendar
    2010 were paid in cash. Those directors who elected to receive
    their annual retainer and chair fees in deferred stock for
    calendar 2010 received a cash payment in the amount of their
    retainer and chair fees for all of calendar 2010 during the
    Transition Period.(2)
    
    Quarterly dividends in the amount of $0.0625 per share were paid
    by the Company to shareholders of record as of
    September 14, 2010. The amounts reflected in this column
    represent dividend equivalents accrued on vested and unvested
    deferred stock issued by the Company to the directors during the
    Transition Period.  Post-Merger Compensation Program.
  COMPENSATION
    COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
   179




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##### Table of Contents



Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters      Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence  Related
    Person Transactions
    7 8
    Director
    Independence
  Form 10-K.
   180




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##### Table of Contents



Whopper
    Bar tm Burger King
    Item 14.
    Principal
    Accounting Fees and Services    Fiscal Year EndedTransition Period

June 30, 2010(In thousands)Fee CategoryAudit Fees(1)

$
2,464


$
3,267Audit-Related Fees(2)


66



129All Other Fees(3)


250



Total Fees

$
2,780


$
3,396     (1)
    
    Annual audit fees primarily consist of fees for the audit of the
    consolidated financial statements and the review of the interim
    condensed quarterly consolidated financial statements. This
    category also includes fees for statutory audits required by the
    tax authorities of various countries and accounting
    consultations and research work necessary to comply with Public
    Company Accounting Oversight Board standards. In the fiscal year
    ended June 30, 2010, audit fees also included amounts
    related to the audit of the effectiveness of internal controls
    over financial reporting and attestation services.(2)
    
    Audit-Related Fees primarily consist of the fees for financial
    statement audits of our marketing fund and gift card subsidiary.(3)
    
    Other Fees primarily consist of fees for the work associated
    with disclosure documents.     181




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##### Table of Contents



Part IV  Item 15.
    Exhibits
    and Financial Statement Schedules  (1)
    All
    Financial Statements  Form 10-K.
  (2)
    Financial
    Statement Schedules    (3)
    Exhibits    ExhibitNumber

Description

Where Found3
.1

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

Incorporated herein by reference to the Registrants
    Current Report on Form 8-K filed on October 21, 20103
.2

Bylaws of Burger King Holdings, Inc.

Incorporated herein by reference to the Registrants
    Current Report on Form 8-K filed on October 21, 20104
.1

Indenture, dated October 19, 2010, between Blue Acquisition
    Sub, Inc. and Wilmington Trust FSB, as trustee

Incorporated herein by reference to the Registrants
    Current Report on Form 8-K filed on October 21, 20104
.2

Supplemental Indenture, dated October 19, 2010, among Blue
    Acquisition Sub, Inc., Burger King Corporation, Burger King
    Holdings, Inc., Wilmington Trust FSB, as trustee, and the
    subsidiary guarantors party thereto

Incorporated herein by reference to the Registrants
    Current Report on Form 8-K filed on October 21, 20104
.3

Form of
    97/8% Senior
    Notes due 2018 (included in Exhibit 4.2)

Incorporated herein by reference to the Registrants
    Current Report on Form 8-K filed on October 21, 201010
.10

Burger King Holdings, Inc. Equity Incentive Plan

Incorporated herein by reference to the Registrants
    Registration Statement on Form S-1 (File No. 333-131897)10
.11

Burger King Holdings, Inc. 2006 Omnibus Incentive Plan

Incorporated herein by reference to the Registrants
    Registration Statement on Form S-1 (File No. 333-131897)10
.12

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

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

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

Incorporated herein by reference to the Registrants
    Registration Statement on Form S-1 (File No. 333-131897)10
.30

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

Incorporated herein by reference to the Registrants
    Registration Statement on Form S-1 (File No. 333-131897)10
.31

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

Incorporated herein by reference to the Registrants
    Registration Statement on Form S-1 (File No. 333-131897) 182




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##### Table of Contents



ExhibitNumber

Description

Where Found10
.32

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

Incorporated herein by reference to the Registrants
    Registration Statement on Form S-1 (File No. 333-131897)10
.33

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

Incorporated herein by reference to the Registrants
    Registration Statement on Form S-1 (File No. 333-131897)10
.34

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

Incorporated herein by reference to the Registrants
    Registration Statement on Form S-1 (File No. 333-131897)10
.35

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

Incorporated herein by reference to the Registrants
    Current Report on Form 8-K dated August 14, 200610
.36

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

Incorporated herein by reference to the Registrants
    Current Report on Form 8-K dated August 14, 200610
.37

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

Incorporated herein by reference to the Registrants
    Current Report on Form 8-K dated August 14, 200610
.38

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

Incorporated herein by reference to the Registrants
    Quarterly Report on Form 10-Q dated February 2, 200710
.40

Burger King Savings Plan, including all amendments thereto

Incorporated herein by reference to the Registrants
    Registration Statement on Form S-8 (File No. 333-144592)10
.44

Form of Performance Award Agreement for Restricted Stock Units

Incorporated herein by reference to the Registrants
    Current Report on Form 8-K filed October 26, 200710
.45

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

Incorporated herein by reference to the Registrants
    Quarterly Report on Form 10-Q filed February 5, 200810
.46

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

Incorporated herein by reference to the Registrants
    Quarterly Report on Form 10-Q filed February 5, 200810
.47

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

Incorporated herein by reference to the Registrants
    Quarterly Report on Form 10-Q filed May 5, 200810
.48

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

Incorporated herein by reference to the Registrants
    Quarterly Report on Form 10-Q filed May 5, 200810
.49

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

Incorporated herein by reference to the Registrants
    Current Report on Form 8-K filed November 5, 200810
.50

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

Incorporated herein by reference to the Registrants
    Current Report on Form 8-K filed November 5, 200810
.51

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

Incorporated herein by reference to the Registrants Annual
    Report on Form 10-K filed August 27, 200910
.52

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

Incorporated herein by reference to the Registrants Annual
    Report on Form 10-K filed August 27, 2009 183




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##### Table of Contents



ExhibitNumber

Description

Where Found10
.54

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

Incorporated herein by reference to the Registrants Annual
    Report on Form 10-K filed August 27, 200910
.55

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

Incorporated herein by reference to the Registrants Annual
    Report on Form 10-K filed August 27, 200910
.56

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

Incorporated herein by reference to the Registrants Annual
    Report on Form 10-K filed August 27, 200910
.57

First Amendment to Employment Agreement dated as of
    September 30, 2009 between Burger King Corporation and
    Peter Robinson

Incorporated herein by reference to the Registrants
    Quarterly Report on Form 10-Q filed November 2, 200910
.58

Separation Agreement and General Release dated November 5,
    2009 between Burger King Corporation and Russell B. Klein

Incorporated herein by reference to the Registrants
    Quarterly Report on Form 10-Q filed February 5, 201010
.59

Amended and Restated Employment Agreement between John W.
    Chidsey and Burger King Corporation dated April 1, 2010

Incorporated herein by reference to the Registrants
    Quarterly Report on Form 10-Q filed April 30, 201010
.60

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

Incorporated herein by reference to the Registrants Annual
    Report on Form 10-K filed on August 26, 201010
.61

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

Incorporated herein by reference to the Registrants Annual
    Report on Form 10-K filed on August 26, 201010
.62

Amendment No. 1, dated as of September 1, 2010, to the
    Amended and Restated Employment Agreement by and between Burger
    King Corporation and John W. Chidsey, dated as of April 1,
    2010

Incorporated herein by reference to the Registrants
    Current Report on Form 8-K filed on September 3, 201010
.63

Amendment No. 1, dated as of September 1, 2010, to the
    Amended and Restated Employment Agreement by and between Burger
    King Corporation and Ben Wells, dated as of December 8, 2008

Incorporated herein by reference to the Registrants
    Current Report on Form 8-K filed on September 3, 201010
.64(a)

Amended and Restated Employment Agreement by and between Burger
    King Corporation and Anne Chwat, dated as of December 8,
    2008

Filed herewith10
.64(b)

Amendment No. 1, dated as of September 1, 2010, to the
    Amended and Restated Employment Agreement by and between Burger
    King Corporation and Anne Chwat, dated as of December 8,
    2008

Incorporated herein by reference to the Registrants
    Current Report on Form 8-K filed on September 3, 201010
.65

Amendment No. 1, dated as of September 1, 2010, to the
    Amended and Restated Employment Agreement by and between Burger
    King Corporation and Peter Smith, dated as of December 8,
    2008

Incorporated herein by reference to the Registrants
    Current Report on Form 8-K filed on September 3, 2010 184




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##### Table of Contents



ExhibitNumber

Description

Where Found10
.66

Purchase Agreement, dated October 1, 2010, among Blue
    Acquisition Sub, Inc. and J.P. Morgan Securities LLC and
    Barclays Capital Inc., as representatives of the several initial
    purchasers named therein

Incorporated herein by reference to the Registrants
    Current Report on Form 8-K filed on October 21, 201010
.67

Joinder To Purchase Agreement, dated October 19, 2010,
    among Burger King Corporation, Burger King Holdings, Inc., and
    the subsidiary guarantors party thereto and J.P. Morgan
    Securities LLC and Barclays Capital Inc., as representatives of
    the several initial purchasers named therein

Incorporated herein by reference to the Registrants
    Current Report on Form 8-K filed on October 21, 201010
.68

Registration Rights Agreement, dated October 19, 2010,
    among Blue Acquisition Sub, Inc. J.P. Morgan Securities LLC
    and Barclays Capital Inc., as representatives of the several
    initial purchasers named therein

Incorporated herein by reference to the Registrants
    Current Report on Form 8-K filed on October 21, 201010
.69

Joinder to Registration Rights Agreement, dated October 19,
    2010, among Burger King Corporation, Burger King Holdings, Inc.,
    and the subsidiary guarantors party thereto and J.P. Morgan
    Securities LLC and Barclays Capital Inc., as representatives of
    the several initial purchasers named therein

Incorporated herein by reference to the Registrants
    Current Report on Form 8-K filed on October 21, 201010
.70(a)

Credit Agreement, dated as of October 19, 2010, among
    Burger King Holdings, Inc., Blue Acquisition Sub, Inc., Burger
    King Corporation, with JPMorgan Chase Bank, N.A., as
    administrative agent, Barclays Capital, as syndication agent,
    and the lenders party thereto from time to time

Incorporated herein by reference to the Registrants
    Current Report on Form 8-K filed on October 21, 201010
.70(b)

Amended and Restated Credit Agreement, dated as of
    February 15, 2011, among Burger King Holdings, Inc. and
    Burger King Corporation, with JPMorgan Chase Bank, N.A., as
    administrative agent, Barclays Capital, as syndication agent,
    and the lenders party thereto from time to time

Filed herewith10
.71

Guarantee and Collateral Agreement, dated as of October 19,
    2010, among Burger King Holdings, Inc., Blue Acquisition Sub,
    Inc., Burger King Corporation and the guarantors identified
    therein, in favor of JPMorgan Chase Bank, N.A., as
    administrative agent

Incorporated herein by reference to the Registrants
    Current Report on Form 8-K filed on October 21, 201010
.72

Separation Agreement and General Release dated October 20,
    2010 between Burger King Corporation and Peter C. Smith

Incorporated herein by reference to the Registrants
    Current Report on Form 8-K filed on October 28, 201010
.73

Amendment dated as of September 30, 2010 to the Amended and
    Restated Employment Agreement dated as of December 8, 2008
    by and between Burger King Corporation and Charles M. Fallon

Incorporated herein by reference to the Registrants
    Quarterly Report on Form 10-Q filed on November 9, 2010 185




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##### Table of Contents



ExhibitNumber

Description

Where Found10
.74

Employment Agreement dated as of October 25, 2010 by and
    between Burger King Corporation and Jonathan Fitzpatrick

Filed
    herewith10
.75

Employment Agreement dated as of May 4, 2010 by and between
    Burger King Corporation and Natalia Franco, as amended on
    September 30, 2010 and October 25, 2010

Filed
    herewith18
.1

Preferability Letter

Filed
    herewith21
.1

List of Subsidiaries of the Registrant

Filed
    herewith31
.1

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

Filed
    herewith31
.2

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

Filed
    herewith     
    
    Management contract or compensatory plan or arrangement 186




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##### Table of Contents



Signatures
      By:
    /s/  Bernardo
    Hees   Title:
    Chief Executive Officer and Director      Signature

Title

Date/s/  Bernardo
    HeesBernardo
    Hees

Chief Executive Officer and Director

March 23, 2011/s/  Daniel
    SchwartzDaniel
    Schwartz

Chief Financial Officer

March 23, 2011/s/  David
    ChojnowskiDavid
    Chojnowski

SVP, Chief Accounting Officer

March 23, 2011/s/  Alexandre
    BehringAlexandre
    Behring

Co-Chairman

March 23, 2011/s/  John
    W. ChidseyJohn
    W. Chidsey

Co-Chairman

March 23, 2011/s/  Peter
    HarfPeter
    Harf

Director

March 23, 2011/s/  Paul
    J. FribourgPaul
    J. Fribourg

Director

March 23, 2011/s/  Carlos
    Alberto SicupiraCarlos
    Alberto Sicupira

Director

March 23,2011/s/  Marcel
    Herrmann TellesMarcel
    Herrmann Telles

Director

March 23, 2011  187




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##### Table of Contents



EXHIBIT
    INDEX
  ExhibitNumber

Description10
.64(a)

Amended and Restated Employment Agreement by and between Burger
    King Corporation and Anne Chwat, dated as of December 8,
    200810
.70(b)

Amended and Restated Credit Agreement, dated as of
    February 15, 2011, among Burger King Holdings, Inc. and
    Burger King Corporation, with JPMorgan Chase Bank, N.A., as
    administrative agent, Barclays Capital, as syndication agent,
    and the lenders party thereto from time to time10
.74

Employment Agreement dated as of October 25, 2010 by and
    between Burger King Corporation and Jonathan Fitzpatrick10
.75

Employment Agreement dated as of May 4, 2010 by and between
    Burger King Corporation and Natalia Franco, as amended on
    September 30, 2010 and October 25, 201018
.1

Preferability Letter21
.1

List of Subsidiaries of the Registrant31
.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 2002     
    
    Management contract or compensatory plan or arrangement 188