##### Table of Contents





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

ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the Fiscal Year Ended
    June 30,
    2010oro

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

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

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

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

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

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

Accelerated
    filer o

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

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




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##### 





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


Business


3Item 1A.


Risk Factors


19Item 1B.


Unresolved Staff Comments


33Item 2.


Properties


34Item 3.


Legal Proceedings


34PART IIItem 5.


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


35Item 6.


Selected Financial Data


37Item 7.


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


41Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


66Item 8.


Financial Statements and Supplementary Data


68Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


113Item 9A.


Controls and Procedures


113Item 9B.


Other Information


113PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


114Item 11.


Executive Compensation


114Item 12.


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


114Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


114Item 14.


Principal Accounting Fees and Services


114PART IVItem 15.


Exhibits and Financial Statement Schedules


114EX-10.60EX-10.61EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2    Burger
    King®,

    Whopper®,

    Whopper
    Jr.®,

    Have It Your
    Way®,

    Burger King Bun Halves and Crescent
    Logo®,

    BK Burger
    Shots®,

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

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

    Hungry
    Jacks®,

    BK Positive
    Steps®,

    Tendercrisp®,

    TenderGrill®,

    Angry
    Whoppertm,

    BK Breakfast
    Shotstm,

    BK
    Fusiontm,

    BKtmPositive Steps, Come Como
    Reytm,

    King
    Dealstm,

    Long
    Chickentm,

    Steakhouse
    XTtm,

    Whoppertm Bar,
    BKtmFire-Grilled Ribs,
    BBQtmStackticon,
    BKtmOfertas,
    BKtmBreakfast Bowl, Stunner
    Dealstmand Mega Angus
    XTtmare 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, and references to fiscal 2011 are to the fiscal
    year ending June 30, 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.
  All financial information within this document has been
    rounded to one place past the decimal point.
 2




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##### Table of Contents



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




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12-month 12-month Burger King
    Our
    Competitive Strengths
    
    Distinctive brand with global
    platform.  We believe that our Burger Kingand Whopper brands are two of the most
    widely-recognized consumer brands in the world. We have one of
    the largest restaurant networks in the world, with 12,174
    restaurants operating in 76 countries and U.S. territories,
    of which 4,916 are located in our international markets. During
    fiscal 2010, our franchisees opened restaurants in two new
    international markets, Russia and Oman. We believe that the
    demand for new international franchise restaurants remains
    strong and that our global platform will allow us to leverage
    our established infrastructure to significantly increase our
    international restaurant count with limited incremental
    investment or expense.
    Attractive business
    model.  Approximately 90% of our current
    system-wide restaurants are franchised, which is a higher
    percentage than that of our major competitors in the FFHR
    category and we expect that the percentage of franchise
    restaurants will increase as franchisees open new restaurants
    and as we manage our portfolio, including our refranchising
    efforts. We believe that our franchise restaurants will generate
    a consistent, profitable royalty stream to us, with minimal
    ongoing capital expenditures or incremental expense by us. We
    also believe this will provide us with significant cash flow to
    reinvest in growing our brand and enhance shareholder value. We
    believe that the benefits of this restaurant ownership mix
    substantially outweigh its drawbacks, which include our limited
    influence over franchisees and reliance on franchisees to
    implement major initiatives.
    Innovative marketing campaigns, creative advertising and
    strategic sponsorships.  We utilize our
    successful marketing, advertising and sponsorships to drive
    sales and generate restaurant traffic. During fiscal 2010, we
    launched innovative, creative and edgy advertising campaigns,
    such as our School of Endorsements campaign featuring NASCAR
    driver Tony Stewart and our flagship product, the Whoppersandwich. We are also reaching out to a broad spectrum of
    restaurant guests with movie tie in promotions, such as
    Transformers
    2tm,

    The Twilight Saga: New Moonand Eclipseand
    SpongeBob
    SquarePantstm

    and sports initiatives. In 2010, we also increased our marketing
    focus on extreme affordability with the launch of the
    1/4 lb.
    Double Cheeseburger, the Buck Double and the $1
    BK® Breakfast

    Muffin Sandwich.
    Experienced management team.  We have a
    seasoned management team with significant experience.
    John Chidsey, our Chairman and Chief Executive Officer, has
    extensive experience in managing franchised and branded
    businesses, including the Avis
    Rent-A-Car
    and Budget
    Rent-A-Car
    systems, Jackson Hewitt Tax Services and PepsiCo. Ben Wells, our
    Chief Financial Officer, has over 30 years of finance
    experience, including at Compaq Computer Corporation and British
    Petroleum. Natalia Franco, our Global Chief Marketing Officer,
    has extensive marketing experience, including at The
    Coca-Cola
    Company and General Mills, Inc. In addition, other members of
    our management team have worked at Frito Lay, McDonalds,
    Jack-in-the
    Box, PepsiCo, Pillsbury and Wendys. 4




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Our
    Business Strategy
    
    Expand worldwide development:  The
    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. Internationally, we have
    developed a detailed global development plan to accelerate
    growth over the next five years and forecast our international
    restaurant count to be 50% of the total number of Burger Kingrestaurants within this time frame. 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 Spain, Brazil and Turkey;
    (2) markets in which we have a small presence, but which we
    believe offer significant opportunities for development, such as
    Argentina, Colombia, China, Japan, Indonesia and Italy; and
    (3) financially attractive new markets in the Middle East,
    Eastern Europe and 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 strategy in the future to increase our presence globally.
    Invest in our Restaurants to Drive
    Growth:  We believe that our newly developed
    restaurant designs, including our 20/20 design and
    the complementary
    Whoppertm

    Bar design, convey our vision of the Burger Kingbrand
    and reinforce the message that Burger Kingdelivers
    superior products and a positive guest experience. The classic
    and contemporary 20/20 design draws inspiration from
    our signature flame-broiled cooking process and incorporates a
    variety of new, innovative elements to a backdrop that evokes
    the industrial look of corrugated metal, brick, wood and
    concrete. To date, more than 300 Burger King restaurants
    have adopted the 20/20 design in cities such as Miami,
    Vancouver, Mexico City, Edinburgh, Rome, London and Shanghai,
    and we plan to reimage 95 Company restaurants using the
    20/20 design
    during fiscal 2011. Data show that Burger King restaurant
    remodels drive traffic and sales with Company restaurants
    typically experiencing a double-digit sales lift post reimage
    and the Company experiencing strong cash on cash returns for our
    investment. In fiscal 2008, we launched a Company restaurant
    reimaging program in the United States and Canada, including
    remodels and rebuilds, and we are actively encouraging
    franchisees to reimage their restaurants to achieve a uniform
    and consistent image and improved guest experience.
    Develop innovative products that support both ends of our
    barbell menu strategy:  We continue to focus
    on our barbell menu strategy of balancing innovative premium
    products and affordable value products to offer more choices to
    our guests, enhance the price/value proposition of our products,
    grow our market share and improve our operating margins. As part
    of this strategy, in fiscal 2010, we expanded our premium menu
    and launched limited time offers, including the premium
    Steakhouse
    XTtm

    burger line, which highlights the brands signature
    flame-broiled taste, and
    BKtm

    Fire-Grilled Ribs, the first authentic bone-in pork ribs sold at
    a national FFHR chain. Both of these items are prepared on our
    proprietary flexible batch broiler. At the other end of the
    barbell menu, we launched value promotions in the U.S., such as
    the
    1/4
    lb. Double Cheeseburger, the Buck Double and the $1
    BK Breakfast Muffin Sandwich, and continued to
    promote everyday branded value platforms in EMEA and Latin
    America such as King
    Dealstm

    in EMEA and Come Como
    Reytm

    (Eat Like a King) and
    BKtm

    Ofertas (King Deals) in Mexico. As a result of current global
    economic conditions and weak consumer confidence, during fiscal
    2011 we intend to differentiate Burger Kingrestaurants
    from our competitors by continuing to offer our guests a balance
    of premium products and value offerings, each built upon our
    brand equity of flame-broiled taste. We plan to continue to
    introduce new products to fill gaps in our breakfast, beverage,
    dessert and snack menu offerings, with an emphasis on increasing
    our share of the breakfast day part. We intend to roll-out
    several new and limited time offer products during fiscal 2011,
    including value focused products to promote our affordability
    message and premium products to expand our margins.
    Employ innovative marketing
    strategies:  We intend to continue to employ
    innovative and creative marketing strategies to increase our
    restaurant traffic and comparable sales. We also plan to launch 5




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integrated marketing campaigns utilizing social media that we
    believe will resonate with our core consumer and expand our
    consumer base.  
    Enhance restaurant margins and
    profitability:  We remain committed to
    improving margins in our Company and franchise restaurants and
    positioning our system-wide restaurant portfolio for long term
    growth. We believe that we can drive restaurant profitability by:  
    Achieving our comparable sales and average restaurant
    sales potential.  We believe a component to
    improving comparable sales and average restaurant sales is to
    enhance the guest experience. Our key guest satisfaction and
    operations metrics showed continued improvement in fiscal 2010
    and we intend to continue to develop innovative approaches to
    improving these metrics. In addition, we believe that by
    reducing the gap between our hours of operation and those of our
    competitors, we will increase comparable sales and average
    restaurant sales in U.S. restaurants. As of June 30,
    2010, 238 Company restaurants in the United States were open
    24 hours daily.
    Better utilizing our fixed cost base and exploring ways to
    mitigate labor, commodity and energy costs. We are
    focused on leveraging our fixed cost structure by introducing
    higher margin products and creating efficiencies through
    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 of June 30, 2010, our POS systems had been
    installed in all of our Company restaurants and in approximately
    57% of franchise restaurants. In the kitchen, our revolutionary
    flexible batch broiler maximizes cooking flexibility and
    facilitates a broader menu selection while reducing energy
    costs. The flexible batch broiler is currently installed in 89%
    of our Company restaurants, and the broiler has been ordered or
    installed in approximately 68% of franchise restaurants.  
    Use proactive portfolio management to drive
    growth:  We intend to use proactive portfolio
    management to drive growth and optimize our restaurant
    portfolio. As part of this ongoing strategy, we will focus on
    (1) attracting new franchisees to acquire restaurants from
    existing franchisees, (2) acquiring restaurants from our
    franchisees in strategic markets or for re-allocation to other
    franchisees that meet our strategic objectives and
    (3) refranchising Company restaurants to new and existing
    franchisees to rationalize our Company restaurant portfolio and
    provide new opportunities for franchisees. In fiscal 2010, we
    sold 37 Company restaurants in Germany and 54 restaurants in the
    U.S. and acquired 35 restaurants in Singapore. We expect to
    continue our disciplined approach to portfolio management in an
    effort to optimize our Company restaurant base, enhance
    development agreements with new and existing franchisees, reduce
    concentration in certain markets and opportunistically enter new
    markets. As it relates to refranchisings, within the next three
    to five years, we expect to refranchise up to half of our
    current Company restaurant portfolio. We also expect to conclude
    our U.S. and Canada restaurant reimaging program within the next
    two to three years on our reduced number of Company restaurants.  Global
    Operations
  Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations Form 10-K.
  United
    States and Canada
  United
    States and Canada
   6




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Company restaurants.
    % of Total U.S. andCompany Restaurant

Canada CompanyRank

State/Province

Count

Restaurants1

Florida


256



26
%2

North Carolina


112



11
%3

Indiana


69



7
%4

Ontario


57



6
%5

Virginia


50



5
%6

Massachusetts


44



4
%7

Georgia


42



4
%8

Nebraska


42



4
%9

Ohio


39



4
%10

Connecticut


33



3
%10

New York


33



3
%10

Quebec


33



3
%   Franchise Restaurants. Burger King
      % of Total U.S. andFranchise

Canada FranchiseRank

State/Province

Restaurant Count

Restaurants1

California


670



10
%2

Texas


457



7
%3

Michigan


329



5
%4

New York


315



5
%5

Ohio


310



5
%6

Illinois


304



5
%7

Florida


294



4
%8

Pennsylvania


238



4
%9

Georgia


215



3
%10

New Jersey


185



3
%  7




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RestaurantRank

Name

Count


Location1

Carrols Corporation


309


Northeast, Midwest, and Southeast2

Stategic Restaurants Acquisition Company, LLC


275


West Coast and South-Central3

Heartland Food Corp.


223


Midwest4

Army Air Force Exchange Services


132


Multiple USA5

Bravokilo, Inc./Bravo Grande, Inc.


117


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

% of Total EMEA/APACRank

Country

Count

Company Restaurants1

Germany


107



35
%2

United Kingdom


63



21
%3

Spain


45



15
%4

Singapore


41



14
%5

Netherlands


22



7
%6

China


21



7
%7

Italy


4



1
%Total


303



100
%   Franchise Restaurants:
 8




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Rank

Name

Restaurant Count


Location1

Tab Gida


309


Turkey2

Hungry Jacks Pty Ltd.


276


Australia3

Olayan Food Service Company


127


Saudi Arabia /UAE/Egypt4

System Restaurant Service Korea Co. Ltd.


107


Korea5

Al-Homaizi Foodstuff Company


91


United Kingdom/Kuwait   Latin
    America
        Rank

Name

Restaurant Count


Location1

Caribbean Restaurants, Inc.


177


Puerto Rico2

Alsea and Affiliates


191


Mexico/Argentina/Chile/Colombia3

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 and/or
 9




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International. sub-franchise
  Franchise Restaurant Leases.
  Product Offerings and Development. Burger King
  ® Seattles Best
    Coffee ®
  Burger King
   10




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Steakhouse XT BK Burger King
  BK® BK ®
  Operating
    Procedures and Hours of Operation
  Burger King Burger King
    Restaurant
    Design and Image
  Burger
    King
  Whopper
 11




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Home of the
    Whopper® Have it Your Way Whopper Whopper Whopper
  New
    Restaurant Development
  United States and Canada.
  International.
  Advertising
    and Promotion
    Whopper
   12




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Supply
    and Distribution
  Burger King Burger King
  Burger King Burger King
  not-for-profit, Burger King Burger King
    Coca-Cola Burger King Coca-Cola Coca-Cola,
 13




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Coca-Cola
  Management
    Information Systems
      Quality
    Assurance
  sm
  follow-up
  Burger
    King
  Burger King
  Intellectual
    Property
  and/or Burger King
 14




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Management
    day-to-day
  Competition
    Government
    Regulation
  Burger King
     15




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and/or
    Environmental
    Matters
  and/or
  Seasonal
    Operations
   16




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




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Executive
    Officers of the Registrant
  Name

Age

PositionJohn W. Chidsey


48


Chairman and Chief Executive OfficerNatalia Franco


48


Global Chief Marketing OfficerBen K. Wells


56


Chief Financial OfficerJulio A. Ramirez


56


EVP, Global OperationsPeter C. Smith


54


Chief Human Resources OfficerAnne Chwat


51


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


47


President, North AmericaKevin Higgins


47


President, EMEA   John W. Chidsey
  Natalia Franco Coca-Cola
  Ben K. Wells 10-year
  Julio A. Ramirez
  Peter C. Smith
  Anne Chwat ® Burger King
  Charles M. Fallon, Jr. Rent-A-Car,
  Kevin Higgins
 18




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Item 1A.
    Risk
    Factors  Special
    Note Regarding Forward-Looking Statements
  Certain statements made in this report that reflect
    managements expectations regarding future events and
    economic performance are forward-looking in nature and,
    accordingly, are subject to risks and uncertainties. These
    forward-looking statements include statements regarding our
    intent to focus on sales growth and profitability; our ability
    to drive sales growth by enhancing the guest experience and
    expanding competitive hours of operation; our intent to expand
    our international platform and accelerate new restaurant
    development; our beliefs and expectations regarding system-wide
    average restaurant sales; our beliefs and expectations regarding
    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
    designs, including their ability to convey our vision of the
    Burger King brand and reinforce the message that Burger King
    delivers superior products and a positive guest experience; our
    beliefs and expectations regarding our ability to develop
    innovative products that support both ends of our barbell menu
    strategy and our expectation that our barbell menu strategy will
    grow our market share and improve our operating margins; our
    expectations regarding opportunities to enhance restaurant
    profitability and effectively manage margin pressures; our
    intention to continue to employ innovative and creative
    marketing strategies to increase our restaurant traffic and
    comparable sales; our intention to focus on our restaurant
    reimaging program; our ability to use proactive portfolio
    management to drive growth and optimize our restaurant
    portfolio; our expectation regarding our ability to continue our
    disciplined approach to portfolio management in an effort to
    optimize our Company restaurant base, enhance development
    agreements with new and existing franchisees, reduce our
    concentration in certain markets and opportunistically enter new
    markets; our belief and expectation regarding our ability to
    refranchise up to half of our current Company restaurant
    portfolio within the next three to five years; our belief and
    expectation regarding our ability to fund our U.S. and Canada
    restaurant reimaging program and to conclude the program within
    the next two to three years, our exploration of initiatives to
    reduce the initial investment expense, time and uncertainty of
    new builds; our ability to manage fluctuations in foreign
    currency exchange and interest rates; our estimates regarding
    our liquidity, capital expenditures and sources of both, and our
    ability to fund future operations and obligations; our
    expectations regarding increasing net restaurant count; our
    estimates regarding the fulfillment of certain volume purchase
    commitments; our 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.
  Our
    success depends on our ability to compete with our major
    competitors.
  Burger King
   19




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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
  The
    concentration of our restaurants in limited geographic areas
    subjects us to additional risk.
   20




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Our
    business is subject to fluctuations in foreign currency exchange
    and interest rates.
        Increases
    in food and supply costs could harm our profitability and
    operating results.
   21




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Increases
    in labor costs could slow our growth or harm our
    business.
    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 to develop restaurants, and
    the impact of any material difficulties or failures that we
    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. 22




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Burger King
  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.
  1 4
  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; and 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.    Our
    business is affected by changes in consumer preferences and
    perceptions.
    Food
    safety and food-borne illnesses concerns may have an adverse
    affect on our business.
    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.
   26




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##### Table of Contents



and/or
  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.
   27




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##### Table of Contents



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.
      Our
    indebtedness under our senior secured credit facility is
    substantial and could limit our ability to grow our business. In
    the event we are unable to refinance or repay such indebtedness
    prior to their maturities, we may need to take certain actions
    which could negatively impact our business or dilute our
    existing stockholders.
      
    increase our vulnerability to general adverse economic and
    industry conditions;
    require us to dedicate a substantial portion of our cash flow
    from operations to payments on our indebtedness if we do not
    maintain specified financial ratios, thereby reducing the
    availability of our cash flow for other purposes;
    limit our ability to implement our growth strategy and strategic
    initiatives; or
    limit our flexibility in planning for, or reacting to, changes
    in our business and the industry in which we operate, thereby
    placing us at a disadvantage compared to competitors that may
    have less indebtedness.   28




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##### Table of Contents



and/or
  Our
    senior secured credit facility has restrictive terms and our
    failure to comply with any of these terms could put us in
    default, which would have an adverse effect on our business and
    prospects.
    
    incur additional indebtedness;
    make capital expenditures and other investments above a certain
    level;
    merge, consolidate or dispose of our assets or the capital stock
    or assets of any subsidiary;
    pay dividends, make distributions or redeem capital stock in
    certain circumstances;
    enter into transactions with our affiliates;
    grant liens on our assets or the assets of our subsidiaries;
    enter into the sale and subsequent lease-back of real
    property; and
    make or repay intercompany loans.   29




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##### Table of Contents



A
    change in control, as defined in our senior secured
    credit facility, would be an event of default under the
    facility.
  and/or
  We
    face risks of litigation and pressure tactics, such as strikes,
    boycotts and negative publicity from restaurant customers,
    franchisees, suppliers, employees and others, which could divert
    our financial and management resources and which may negatively
    impact our financial condition and results of
    operations.
          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.
   30




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##### Table of Contents



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.     31




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##### Table of Contents



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.
    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
 32




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##### Table of Contents



Our
    current principal stockholders own a significant amount of our
    common stock and have certain contractual rights to appoint
    directors, which will allow them to significantly influence all
    matters requiring shareholder approval.
    Your
    percentage ownership in us may be diluted by future issuances of
    capital stock, which could reduce your influence over matters on
    which stockholders vote.
    Provisions
    in our certificate of incorporation could make it more difficult
    for a third party to acquire us and could discourage a takeover
    and adversely affect existing stockholders.
    Item 1B.
    Unresolved
    Staff Comments   33




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##### Table of Contents



Item 2.
    Properties      LeasedBuilding/Land &


TotalOwned(1)


Land


Building


Leases


TotalUnited States and Canada:Company restaurants


322



210



455



665



987Franchisee-operated properties


457



318



206



524



981Non-operating restaurant locations


30



13



15



28



58Offices and other(2)










6



6



6Total


809



541



682



1,223



2,032International:Company restaurants


18



15



367



382



400Franchisee-operated properties


3



4



88



92



95Non-operating restaurant locations


1







10



10



11Offices and other(2)


1







11



11



12Total


23



19



476



495



518     (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
  Castenada v. Burger King Corp. and Burger King Holdings,
    Inc. No. CV08-4262
 34




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##### Table of Contents



National Franchisee Association v. Burger King
    Corporation No. 09-CV-23435 Family Dining, Inc. v. Burger King Corporation No. 10-CV-21964 BK ® 1 4 Family
    Dining NFA v. BKC 1 4 BK
    Part II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Market
    for Our Common Stock
    2010


2009Dollars per Share:

High


Low


Dividend


High


Low


DividendFirst Quarter

$
19.50


$
15.61


$
0.0625


$
30.95


$
22.77


$
0.0625Second Quarter

$
19.13


$
16.63


$
0.0625


$
24.93


$
16.56


$
0.0625Third Quarter

$
21.51


$
17.10


$
0.0625


$
24.48


$
19.21


$
0.0625Fourth Quarter

$
22.19


$
16.80


$
0.0625


$
24.10


$
15.85


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


Approximate Dollar Value) ofTotal Number





Purchased as Part of


Shares That May Yet beof Shares


Average Price


Publicly Announced


Purchased UnderPeriod

Purchased(1)


Paid per Share


Plans or Programs(2)


the Plans or Programs(2)April 1-30, 2010













$
200,000,000May 1-31, 2010


15,366


$
20.07






$
200,000,000June 1-30, 2010













$
200,000,000Total


15,366


$
20.07






$
200,000,000  35




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##### Table of Contents



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


(c)(a)


Average Exercise


Number ofNumber of


Price of


Securities Remaining Available forSecurities to be Issued Upon


Outstanding


Future Issuance under EquityExercise of Outstanding


Options, Warrants


Compensation Plans (ExcludingPlan Category

Options, Warrants and Rights


and Rights


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


3,704.7


$
17.10



2,670.4Burger King Holdings, Inc.Equity Incentive Plan


4,297.8


$
17.24



935.1Equity Compensation Plans Not Approved by Security Holders










TOTAL


8,002.5







3,605.5    36




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##### Table of Contents



Stock
    Performance Graph
    
  5/18/2006


6/30/2006


6/29/2007


6/30/2008


6/30/2009


6/30/2010BKC


$
100



$
90



$
151



$
155



$
101



$
100S&P 500 Index


$
100



$
101



$
122



$
106



$
78



$
89S&P Restaurant Index


$
100



$
100



$
122



$
122



$
124



$
155     Item 6.
    Selected
    Financial Data   37




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##### Table of Contents



Managements Discussion and Analysis of Financial
    Condition and Results of Operations Financial Statements and Supplementary
    Data
  For the Fiscal Years Ended June 30,2010


2009


2008


2007


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

$
1,839.3


$
1,880.5


$
1,795.9


$
1,658.0


$
1,515.6Franchise revenues


549.2



543.4



537.2



459.5



419.8Property revenues


113.7



113.5



121.6



116.2



112.4Total revenues


2,502.2



2,537.4



2,454.7



2,233.7



2,047.8Company restaurant expenses:Food, paper and product costs


585.0



603.7



564.3



499.3



469.5Payroll and employee benefits


568.7



582.2



534.7



492.1



446.3Occupancy and other operating costs


461.1



457.8



439.0



418.0



380.1Total Company restaurant expenses


1,614.8



1,643.7



1,538.0



1,409.4



1,295.9Selling, general and administrative expenses(1),(3)


495.8



494.3



501.0



473.5



487.9Property expenses


59.4



58.1



62.1



60.6



57.4Fees paid to affiliates(2)


















38.9Other operating (income) expenses, net(3)


(0.7
)


1.9



(0.6
)


(4.4
)


(3.6
)Total operating costs and expenses


2,169.3



2,198.0



2,100.5



1,939.1



1,876.5Income from operations


332.9



339.4



354.2



294.6



171.3Interest expense, net


48.6



54.6



61.2



67.0



72.0Loss on early extinguishment of debt














0.8



17.8Income before income taxes


284.3



284.8



293.0



226.8



81.5Income tax expense


97.5



84.7



103.4



78.7



54.4Net income

$
186.8


$
200.1


$
189.6


$
148.1


$
27.1Earnings per share  basic

$
1.38


$
1.48


$
1.40


$
1.11


$
0.24Earnings per share  diluted

$
1.36


$
1.46


$
1.38


$
1.08


$
0.24Weighted average shares outstanding- basic


135.4



134.8



135.1



133.9



110.3Weighted average shares outstanding- diluted


137.2



136.8



137.6



136.8



114.7Cash dividends per common share(4)

$
0.25


$
0.25


$
0.25


$
0.13


$
3.42   For the Fiscal Years Ended June 30,2010


2009


2008


2007


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

$
310.4


$
310.8


$
243.4


$
110.4


$
67.0Net cash used for investing activities


(134.9
)


(242.0
)


(199.3
)


(77.4
)


(66.7
)Net cash used for financing activities


(96.9
)


(105.5
)


(62.0
)


(126.9
)


(172.6
)Capital expenditures


150.3



204.0



178.2



87.3



85.1EBITDA(5)

$
444.6


$
437.5


$
449.8


$
383.4


$
259.2   38




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##### Table of Contents



As of June 30,2010


2009(In millions)Balance Sheet Data:Cash and cash equivalents

$
187.6


$
121.7Total assets


2,747.2



2,707.1Total debt and capital lease obligations


826.3



888.9Total liabilities


1,618.8



1,732.3Total stockholders equity

$
1,128.4


$
974.8   For the Fiscal Years Ended June 30,2010


2009


2008


2007


2006Other Operating Data:Comparable sales growth(6)(7)(8)


(2.3
)%


1.2
%


5.4
%


3.4
%


1.9
%Sales growth(6)(7)


2.1
%


4.2
%


8.3
%


4.9
%


2.1
%Average restaurant sales (in thousands)(7)

$
1,244


$
1,259


$
1,301


$
1,193


$
1,126   For the Fiscal Years Ended June 30,2010


2009


2008Segment Data:Company restaurant revenues (in millions):United States and Canada

$
1,289.5


$
1,331.8


$
1,171.9EMEA/APAC(9)


489.2



488.6



554.9Latin America(10)


60.6



60.1



69.1Total company restaurant revenues

$
1,839.3


$
1,880.5


$
1,795.9Company restaurant expenses as a percentage of revenue:United States and CanadaFood, paper and products costs


32.5
%


33.0
%


32.5
%Payroll and employee benefits


31.1
%


31.1
%


30.5
%Occupancy and other operating costs


23.2
%


23.1
%


23.1
%Total Company restaurant expenses


86.8
%


87.2
%


86.1
%EMEA/APAC(9)Food, paper and products costs


29.0
%


28.8
%


28.5
%Payroll and employee benefits


32.8
%


32.7
%


30.5
%Occupancy and other operating costs


29.6
%


27.3
%


27.1
%Total Company restaurant expenses


91.4
%


88.8
%


86.1
%Latin America(10)Food, paper and products costs


38.9
%


38.4
%


36.7
%Payroll and employee benefits


12.2
%


12.3
%


11.8
%Occupancy and other operating costs


29.4
%


29.7
%


26.1
%Total Company restaurant expenses


80.5
%


80.4
%


74.6
%WorldwideFood, paper and products costs


31.8
%


32.1
%


31.4
%Payroll and employee benefits


30.9
%


31.0
%


29.8
%Occupancy and other operating costs


25.1
%


24.3
%


24.5
%Total Company restaurant expenses


87.8
%


87.4
%


85.7
% 39




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##### Table of Contents



For the Fiscal Years Ended June 30,2010


2009


2008Franchise revenues (in millions)(11):United States and Canada

$
314.6


$
323.1


$
317.9EMEA/APAC(9)


186.2



173.4



173.0Latin America(10)


48.4



46.9



46.3Total franchise revenues

$
549.2


$
543.4


$
537.2Income from operations (in millions):United States and Canada

$
346.7


$
345.7


$
349.7EMEA/APAC(9)


84.6



83.6



91.8Latin America(10)


38.2



37.8



41.4Unallocated(12)


(136.6
)


(127.7
)


(128.7
)Total income from operations

$
332.9


$
339.4


$
354.2     (1)
    
    Selling, general and administrative
    expenses for fiscal 2006 includes compensation expense and taxes
    related to a $34.4 million compensatory make-whole payment
    made on February 21, 2006 to holders of options and
    restricted stock unit awards, primarily members of senior
    management.(2)
    
    Fees paid to affiliates consist of
    management fees we paid to the Sponsors under a management
    agreement. Fees paid to affiliates in fiscal 2006 also include a
    $30.0 million fee that we paid to terminate the management
    agreement with the Sponsors.(3)
    
    See Note 2 to the Consolidated
    Financial Statements in Part II, Item 8 of this
    Form 10-
    K for information about reclassification of the net (gains)
    losses related to change in value of the investments held in a
    rabbi trust (the rabbi trust) from other operating
    (income) expenses, net to Selling, General and Administrative
    expenses for the fiscal years ended June 30, 2009 and 2008.
    The net (gains) losses related to the change in value of these
    investments are fully offset by the increase (decrease) in
    deferred compensation, in selling, general and administrative
    expenses in the accompanying consolidated statements of income.
    For the fiscal years ended June 30, 2009 and 2008, we
    reclassified $3.9 million and $1.5 million of loss,
    respectively, from other operating (income) expenses, net to
    Selling, General and Administrative expenses related to the
    reclassification.(4)
    
    The cash dividend paid in fiscal
    2006 represents a special dividend paid prior to our initial
    public offering.(5)
    
    EBITDA is defined as earnings (net
    income) before interest, taxes, depreciation and amortization,
    and is used by management to measure operating performance of
    the business. We also use EBITDA as a measure to calculate
    certain incentive based compensation and certain financial
    covenants related to our credit facility and as a factor in our
    tangible and intangible asset impairment test. Management
    believes EBITDA is a useful measure of operating performance.The following table is a
    reconciliation of our net income to EBITDA:  For the Fiscal Years Ended June 30,2010


2009


2008


2007


2006(In millions)Net income

$
186.8


$
200.1


$
189.6


$
148.1


$
27.1Interest expense, net


48.6



54.6



61.2



67.0



72.0Loss on early extinguishment of debt














0.8



17.8Income tax expense


97.5



84.7



103.4



78.7



54.4Depreciation and amortization


111.7



98.1



95.6



88.8



87.9EBITDA

$
444.6


$
437.5


$
449.8


$
383.4


$
259.2   (6)
    
    Comparable sales growth and sales
    growth are analyzed on a constant currency basis, which means
    they are calculated using 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.(7)
    
    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.(8)
    
    Comparable sales growth refers to
    the change in restaurant sales in one period from a comparable
    period for restaurants that have been open for thirteen months
    or longer.(9)
    
    Refers to our operations in Europe,
    the Middle East, Africa and Asia Pacific. 40




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##### Table of Contents



(10)
    
    Refers to our operations in Mexico,
    Central and South America, the Caribbean and Puerto Rico.(11)
    
    Franchise revenues consist
    primarily of royalties paid by franchisees. Royalties earned are
    based on a percentage of franchise sales, which were
    $13.1 billion, $12.8 billion and $12.9 billion
    for fiscal 2010, 2009, and 2008, respectively. Franchise sales
    are sales at all franchise restaurants and are revenues to our
    franchisees. We do not record franchise sales as revenues.(12)
    
    Unallocated includes corporate
    support costs in areas such as facilities, finance, human
    resources, information technology, legal, marketing, and supply
    chain management, which benefit all of the Companys
    geographic segments and system-wide restaurants and are not
    allocated specifically to any of the geographic segments.  Burger
    King Holdings, Inc. and Subsidiaries Restaurant Count
    As of June 30,Increase/2010


2009


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


987



1,043



(56
)EMEA/APAC


303



294



9Latin America


97



92



5Total Company restaurants


1,387



1,429



(42
)Number of franchise restaurants:U.S. & Canada


6,562



6,491



71EMEA/APAC


3,184



3,019



165Latin America


1,041



986



55Total franchise restaurants


10,787



10,496



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


7,549



7,534



15EMEA/APAC


3,487



3,313



174Latin America


1,138



1,078



60Total system-wide restaurants


12,174



11,925



249   Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  You should read the following discussion together with
    Part II, Item 6 Selected Financial Data
    and our audited consolidated financial statements and the
    related notes thereto included in Item 8 Financial
    Statements and Supplementary Data. In addition to
    historical consolidated financial information, this discussion
    contains forward-looking statements that reflect our plans,
    estimates and beliefs. Actual results could differ from these
    expectations as a result of factors including those described
    under Item 1A, Risk Factors, Special Note
    Regarding Forward-Looking Statements and elsewhere in this
    Form 10-K.
  References to fiscal 2011, fiscal 2010, fiscal 2009 and
    fiscal 2008 in this section are to our fiscal year ending
    June 30, 2011 and our 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.
 41




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##### Table of Contents



Overview
        Revenues
    Revenues


Income from OperationsSegment:U.S. & Canada


68
%


74
%EMEA/APAC


28
%


18
%Latin America


4
%


8
%Total


100
%


100
%      42




---



##### Table of Contents



Expenses
    Burger King
       43




---



##### Table of Contents



Fiscal
    2010 Highlights
    
    continued acceleration of system-wide restaurant growth with
    249 net new openings during fiscal 2010; positive net
    restaurant growth across all segments with over 90% of the
    increase realized outside of the United States and Canada;
    worldwide revenues of $2.5 billion for fiscal 2010;
    worldwide average restaurant sales for fiscal 2010 of
    $1.2 million system-wide, which includes the favorable
    impact of currency exchange rates of $15,000;
    net growth of 15 restaurants in the United States and Canada,
    the third year in a row that we have increased our restaurant
    count in this segment;
    worldwide system restaurant count of 12,174 at June 30,
    2010, our highest restaurant count in the history of the brand;
    entry into Russia with the opening of six restaurants in Moscow
    in fiscal 2010;
    successful execution of our portfolio management strategy,
    including strategic acquisitions of 39 restaurants and 91
    refranchisings;
    continued focus on our barbell menu strategy with premium
    offerings such as the Steakhouse XT burger line and
    BK Fire-Grilled Ribs limited-time offer and affordable
    value offerings such as the
    1/4
    lb. Double Cheeseburger and Buck Double; and
    paid down $67.7 million of debt and capital leases.  Key
    Business Measures
  Burger King
 44




---



##### Table of Contents



Comparable
    Sales Growth
    For theFiscal Years EndedJune 30,2010


2009


2008(In constant currencies)Company Comparable Sales Growth:United States & Canada


(2.4
)%


0.5
%


2.6
%EMEA/APAC


(2.1
)%


0.1
%


3.8
%Latin America


(4.1
)%


(3.2
)%


1.8
%Total Company Comparable Sales Growth


(2.4
)%


0.3
%


2.9
%Franchise Comparable Sales Growth:United States & Canada


(4.1
)%


0.4
%


5.8
%EMEA/APAC


1.2
%


3.3
%


5.6
%Latin America


(1.1
)%


2.3
%


4.5
%Total Franchise Comparable Sales Growth


(2.3
)%


1.4
%


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


(3.9
)%


0.4
%


5.4
%EMEA/APAC


0.8
%


2.9
%


5.4
%Latin America


(1.3
)%


1.9
%


4.3
%Total System-wide Comparable Sales Growth


(2.3
)%


1.2
%


5.4
%   1 4 BK XT BK BKtm
  1 4 The Twilight Saga:
    New Moon The Twilight Saga: Eclipse, Whopper
    Jr ® Whopper® XTtm SpongeBob
    SquarePantstm Planet
    51tm G.I.
    Joetm Cloudy with a
 45




---



##### Table of Contents



Chance of
    Meatballstm Transformerstm Hoodwinked
    Tootm The Spectacular
    Spidermantm Polly
    Pockettm Pinkalicioustm
  King
    Dealstm Stunner
    Dealstm TenderCrisp ® TenderGrill ® Whopper ®
  Come Como
    Reytm BKtm Whopper® Mega
    Angus
    XTtm Transformerstm

    BBQ
    Stackticontm Whopper® Whopper ® Whopper® Transformerstm,

    Pokémontm,

    G.I.
    Joetm,

    Cloudy with a Chance of
    Meatballstm pongeBob
    SquarePantstm,

    Planet
    51tm Iron
    Mantm
  BK Burger
    Shots® BK Breakfast
    Shotstm Whopper Whopper BK® Kraft® BK® Angry
    Whoppertm BK
    Wrapper® Whopper Whopper Star
    Trektm,

    Transformerstm2,Pokémontm Sponge Bob
    SquarePantstm The
    Simpsonstm iDogtm Nintendotm BK®
  King Deals Whopper Whopper Jr. Whopper BK
    Fusiontm Long
    Chickentm The
    Simpsonstm iDogtm Crayolatm Secret
    Palazztm
   46




---



##### Table of Contents



Angry Whopper Whopper BK® Whopper Jr. Whopper BK ® Come Como Rey Whopper Jr. Star
    Trektm Pokémontm Cabbage Patch
    Kidstm Monster
    Jamtm The Pink
    Panthertm
  Average
    Restaurant Sales
    For theFiscal Years Ended June 30,2010


2009


2008(In thousands)Average Restaurant Sales

$
1,244


$
1,259


$
1,301       Sales
    Growth
    For theFiscal Years EndedJune 30,2010

2009

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


(3.1
)%


1.2
%


6.0
%EMEA/APAC


13.1
%


9.7
%


12.6
%Latin America


4.8
%


8.5
%


13.1
%Total System-wide Sales Growth


2.1
%


4.2
%


8.3
%      47




---



##### Table of Contents



Results
    of Operations
    For 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(1)


495.8



494.3



0
%


501.0



(1
)%Property expenses


59.4



58.1



2
%


62.1



(6
)%Other operating (income) expenses, net(1)


(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
%     NM
    Not meaningful 48




---



##### Table of Contents



(1)
    
    Certain prior year amounts have been reclassified from other
    operating (income) expense, net to selling, general and
    administrative expenses.  Fiscal
    Year Ended June 30, 2010 Compared to Fiscal Year Ended
    June 30, 2009
  Revenues
  Company
    restaurant revenues
          Franchise
    revenues
     49




---



##### Table of Contents



Property
    Revenues
        Operating
    Costs and Expenses
  Food,
    paper and product costs
     50




---



##### Table of Contents



Payroll
    and employee benefits costs
          Occupancy
    and other operating costs
   51




---



##### Table of Contents



start-up
    start-up
  start-up
    Selling,
    general and administrative expenses
      Property
    Expenses
   52




---



##### Table of Contents



Other
    operating (income) expense, net
  For theFiscal YearsEndedJune 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       Income
    from Operations
  For theFiscal YearsEndedJune 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        53




---



##### 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
   54




---



##### Table of Contents



Franchise
    Revenues
          Property
    Revenues
     55




---



##### Table of Contents



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 start-up
   57




---



##### Table of Contents



Selling,
    General and Administrative Expenses
      Property
    Expenses
    Other
    Operating (Income) Expense, Net
  Twelve Months EndedJune 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
)      58




---



##### Table of Contents



Income
    from Operations
  For theFiscal YearsEndedJune 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               Interest
    Expense, Net
   59




---



##### Table of Contents



Income
    Tax Expense
    See Note 16 to our consolidated financial statements for
    further information regarding our effective tax rate. See
    Item 1A Risk Factors in Part I of this
    report for a discussion regarding our ability to utilize foreign
    tax credits and estimate deferred tax assets.
  Net
    Income
    Liquidity
    and Capital Resources
  Overview
        Long-Term
    Debt
       60




---



##### Table of Contents



Expected
    Refinancing
          Comparative
    Cash Flows
  Operating
    Activities
   61




---



##### Table of Contents



Investing
    Activities
        For theFiscal Years EndedJune 30,2010


2009


2008(In millions)New restaurants

$
41.1


$
65.4


$
55.4Existing restaurants


91.7



110.1



102.0Other, including corporate


17.5



28.5



20.8Total

$
150.3


$
204.0


$
178.2     Financing
    Activities
     62




---



##### 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

$
134.1


$
15.2


$
29.7


$
27.6


$
61.6Operating lease obligations(1)


1,455.0



161.7



301.6



262.1



729.6Unrecognized tax benefits(2)


17.5















Long-term debt, including current portion and interest(3)


811.2



125.0



685.1



0.4



0.7Purchase commitments(4)


95.8



86.7



7.3



1.8



Total

$
2,513.6


$
388.6


$
1,023.7


$
291.9


$
791.9   
  (1)
    
    Operating lease obligations have
    not been reduced by minimum sublease rentals of
    $343.1 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 current long-term debt
    facilities based on (i) current LIBOR rates, (ii) the
    portion of our debt we converted to fixed rates through interest
    rate swaps and (iii) the amortization schedule in our
    credit agreement.(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.  Form 10-K
    Other
    Commercial Commitments and Off-Balance Sheet
    Arrangements
  For information on these commitments and
    contingent obligations, see Note 22 to the Consolidated
    Financial Statements in Part II, Item 8 of this
    Form 10-K
  Impact of
    Inflation
   63




---



##### Table of Contents



Critical
    Accounting Policies and Estimates
      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.      See Note 2 to our audited Consolidated Financial
    Statements included in Part II, Item 8 of this
    Form 10-K
    for additional information about accounting for long-lived
    assets.
  Goodwill
    and Indefinite-lived Intangible Assets
  Burger
    King
   64




---



##### Table of Contents



See Note 2 to our audited Consolidated Financial
    Statements included in Part II, Item 8 of this
    Form 10-K
    for additional information about accounting for long-lived
    assets.
  Accounting
    for Income Taxes
          See Note 16 to our audited Consolidated Financial
    Statements included in Part II, Item 8 of this
    Form 10-K for additional information about accounting for
    income taxes.
  Insurance
    Reserves
   65




---



##### Table of Contents



See Note 22 to our audited Consolidated Financial
    Statements included in Part II, Item 8 of this
    Form 10-K for additional information about accounting for
    our insurance reserves.
  New
    Accounting Pronouncements Issued But Not Yet
    Adopted
  Accounting
    for Transfers of Financial Assets  an Amendment of
    FASB Statement No. 140 860-20). 810-10, Consolidation of Variable Interest Entities,
  Amendments to FASB Interpretation
    No. 46(R)
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk  Market
    Risk
    Currency
    Exchange Risk
   66




---



##### Table of Contents



Interest
    Rate Risk
      Commodity
    Price Risk
     67




---



##### 



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


69Reports of Independent Registered Public
    Accounting Firm


70Consolidated Balance Sheets as of June 30,
    2010 and 2009


72Consolidated Statements of Income for each of the
    years in the three-year period ended June 30, 2010


73Consolidated Statements of Stockholders
    Equity and Comprehensive Income for each of the years in the
    three-year period ended June 30, 2010


74Consolidated Statements of Cash Flows for each of
    the years in the three-year period ended June 30, 2010


75Notes to Consolidated Financial Statements


76   68




---



##### Table of Contents



Managements
    Report on Internal Control Over Financial
    Reporting      Internal
    Control  Integrated Framework
     69




---



##### Table of Contents



Report
    of Independent Registered Public Accounting Firm           Internal Control  Integrated
    Framework
         70




---



##### Table of Contents



Report
    of Independent Registered Public Accounting Firm
     Internal Control  Integrated
    Framework Managements Report on
    Internal Control Over Financial Reporting
        Internal Control  Integrated Framework
           71




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Consolidated
    Balance Sheets
 (In millions, except
 share data)
  As of June 30,2010


2009ASSETSCurrent assets:Cash and cash equivalents

$
187.6


$
121.7Trade and notes receivable, net


142.9



130.0Prepaids and other current assets, net


88.4



86.4Deferred income taxes, net


15.1



32.5Total current assets


434.0



370.6Property and equipment, net


1,014.1



1,013.2Intangible assets, net


1,025.4



1,062.7Goodwill


31.0



26.4Net investment in property leased to franchisees


138.5



135.3Other assets, net


104.2



98.9Total assets

$
2,747.2


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

$
106.9


$
127.0Accrued advertising


71.9



67.8Other accrued liabilities


200.9



220.0Current portion of long term debt and capital leases


93.3



67.5Total current liabilities


473.0



482.3Term debt, net of current portion


667.7



755.6Capital leases, net of current portion


65.3



65.8Other liabilities, net


344.6



354.5Deferred income taxes, net


68.2



74.1Total liabilities


1,618.8



1,732.3Commitments and Contingencies (Note 22)Stockholders equity:Preferred stock, $0.01 par value; 10,000,000 shares
    authorized; no shares issued or outstanding






Common stock, $0.01 par value; 300,000,000 shares
    authorized; 135,814,644 and 134,792,121 shares issued and
    outstanding at June 30, 2010 and 2009, respectively


1.4



1.4Restricted stock units






Additional paid-in capital


647.2



623.4Retained earnings


608.0



455.4Accumulated other comprehensive loss


(66.9
)


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


(61.3
)


(59.5
)Total stockholders equity


1,128.4



974.8Total liabilities and stockholders equity

$
2,747.2


$
2,707.1    72




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Consolidated
    Statements of Income
 (In millions, except
 per share data)
  Years Ended June 30,2010


2009


2008Revenues:Company restaurant revenues

$
1,839.3


$
1,880.5


$
1,795.9Franchise revenues


549.2



543.4



537.2Property revenues


113.7



113.5



121.6Total revenues


2,502.2



2,537.4



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


585.0



603.7



564.3Payroll and employee benefits


568.7



582.2



534.7Occupancy and other operating costs


461.1



457.8



439.0Total Company restaurant expenses


1,614.8



1,643.7



1,538.0Selling, general and administrative expenses (See Note 2)


495.8



494.3



501.0Property expenses


59.4



58.1



62.1Other operating (income) expenses, net (See Note 2)


(0.7
)


1.9



(0.6
)Total operating costs and expenses


2,169.3



2,198.0



2,100.5Income from operations


332.9



339.4



354.2Interest expense


49.6



57.3



67.1Interest income


(1.0
)


(2.7
)


(5.9
)Total interest expense, net


48.6



54.6



61.2Income before income taxes


284.3



284.8



293.0Income tax expense


97.5



84.7



103.4Net income

$
186.8


$
200.1


$
189.6Earnings per share:Basic

$
1.38


$
1.48


$
1.40Diluted

$
1.36


$
1.46


$
1.38Weighted average shares outstanding:Basic


135.4



134.8



135.1Diluted


137.2



136.8



137.6Dividends per common share

$
0.25


$
0.25


$
0.25    73




---



##### Table of Contents



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


Common


Restricted


Additional





Accumulated OtherCommon


Stock


Stock


Paid-In


Retained


Comprehensive


TreasuryStock Shares


Amount


Units


Capital


Earnings


Income (Loss)


Stock


Total(In millions, except per share information)Balances at June 30, 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 $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 $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 $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    74




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIESConsolidated Statements of Cash Flows
  Years Ended June 30,2010


2009


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

$
186.8


$
200.1


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


111.7



98.1



95.6Impairment of long-lived assets






0.5



Impairment on non-restaurant properties


2.9







Gain on hedging activities


(1.6
)


(1.3
)


(2.0
)Loss (gain) on remeasurement of foreign denominated transactions


40.9



50.1



(55.6
)Gain on refranchisings and dispositions of assets


(9.5
)


(11.0
)


(16.8
)Bad debt expense (recoveries), net


0.8



0.7



(2.7
)Stock-based compensation


17.0



16.2



11.4Deferred income taxes


16.9



12.1



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


(15.9
)


2.1



(8.6
)Prepaids and other current assets


(1.4
)


(35.4
)


14.9Accounts and drafts payable


(20.8
)


3.3



20.8Accrued advertising


6.4



(7.7
)


11.1Other accrued liabilities


(22.3
)


(20.8
)


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


(1.5
)


3.8



(28.4
)Net cash provided by operating activities


310.4



310.8



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


(150.3
)


(204.0
)


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


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


8.2



7.9



7.4Other investing activities


(0.3
)


(4.4
)


(1.3
)Net cash used for investing activities


(134.9
)


(242.0
)


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


(67.7
)


(7.4
)


(55.5
)Borrowings under revolving credit facility and other


38.5



94.3



50.0Repayments of revolving credit facility


(38.5
)


(144.3
)


Proceeds from stock option exercises


4.2



3.0



3.8Dividends paid on common stock


(34.2
)


(34.1
)


(34.2
)Excess tax benefits from stock-based compensation


3.5



3.3



9.3Repurchases of common stock


(2.7
)


(20.3
)


(35.4
)Net cash used for financing activities


(96.9
)


(105.5
)


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


(12.7
)


(7.6
)


14.4Increase (decrease) in cash and cash equivalents


65.9



(44.3
)


(3.5
)Cash and cash equivalents at beginning of year


121.7



166.0



169.5Cash and cash equivalents at end of year

$
187.6


$
121.7


$
166.0Supplemental cashflow disclosures:Interest paid

$
48.7


$
56.0


$
64.6Income taxes paid

$
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

$
11.0


$
12.2


$
2.3    75




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIESNotes to Consolidated Financial
    Statements
  Note 1.
    Description
    of Business and Organization  Description
    of Business
  Burger King
      Note 2.
    Summary
    of Significant Accounting Policies  Basis
    of Presentation and Consolidation
      Concentrations
    of Risk
    Burger King
  Use of
    Estimates
   76




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Foreign
    Currency Translation
    Foreign
    Currency Transaction Gain or Losses
    Cash
    and Cash Equivalents
    Allowance
    for Doubtful Accounts
      Inventories
  (first-in,
  Property
    and Equipment, net
   77




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Leases
            Goodwill
    and Intangible Assets Not Subject to Amortization
         78




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Long-Lived
    Assets
  and/or
    
    management views profitability of the restaurants within the
    operating markets as a whole, based on cash flows generated by a
    portfolio of restaurants, rather than by individual restaurants,
    and area managers receive incentives on this basis; and
    the Company does not evaluate individual restaurants to build,
    acquire or close independent of an analysis of other restaurants
    in these operating markets.    Other
    Comprehensive Income (Loss)
   79




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Derivative
    Financial Instruments
      Disclosures
    About Fair Value of Financial Instruments
      Level 1
    Observable inputs that reflect quoted prices (unadjusted) for
    identical assets or liabilities in active marketsLevel 2
    Inputs other than quoted prices included in Level 1 that
    are observable for the asset or liability either directly or
    indirectlyLevel 3
    Unobservable inputs reflecting managements own assumptions
    about the inputs used in pricing the asset or liability.         80




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Revenue
    Recognition
    Advertising
    and Promotional Costs
          Income
    Taxes
  Income Taxes.
     81




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Earnings
    per Share
    Stock-based
    Compensation
      Retirement
    Plans
  Compensation  Retirement
    Benefits
    dollar-for-dollar
   82




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##### Table of Contents



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


2009


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

$
(3.7
)

$
3.9


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


3.7



(3.9
)


(1.5
)Net impact

$



$



$
     Note 3.
    Stock-based
    Compensation     83




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Equity
    Incentive Plan and 2006 Omnibus Incentive Plan
              Years Ended June 30,2010

2009

2008Risk-free interest rate

2.92%

3.33%

4.40%Expected term (in years)

6.25

6.25

6.25Expected volatility

37.15%

31.80%

29.35%Expected dividend yield

1.37%

0.96%

1.07%  84




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##### Table of Contents



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


Weighted


Total


RemainingNumber of


Average


Intrinsic


Contractual TermOptions


Exercise Price


Value


(Yrs)(In 000s)





(In 000s)Options outstanding as of July 1, 2009


5,926.0


$
16.10


$
26,861.4



6.83Granted


1,829.1


$
18.37Pre-vest cancels


(687.2
)

$
20.05Exercised


(627.8
)

$
6.69Post-vest cancels


(81.5
)

$
24.12Options outstanding as of June 30, 2010


6,358.6


$
17.16


$
18,954.0



6.72Options exercisable as of June 30, 2010


3,240.4


$
13.49


$
18,284.0



5.28         WeightedAverageTotal


GrantNumber of


Date FairNonvested Shares


Value(In 000s)Nonvested shares outstanding as of July 1, 2009


1,768.4


$
20.69Granted


692.5


$
18.35Vested & settled


(545.7
)

$
14.57Pre-vest cancels


(271.3
)

$
21.20Nonvested shares outstanding as of June 30, 2010


1,643.9Nonvested shares unvested as of June 30, 2010


1,472.8      85




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Note 4.
    Acquisitions,
    Closures and Dispositions  Acquisitions
    Years Ended June 30,2010


2009


2008Number of restaurants acquired


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   Closures
    and Dispositions
      Years Ended June 30,2010


2009


2008Number of restaurant closures


34



19



29Number of refranchisings


91



51



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

$
(2.4
)

$
(8.5
)

$
(9.8
)    86




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Note 5.
    Franchise
    Revenues    Years Ended June 30,2010


2009


2008Franchise royalties

$
529.5


$
518.2


$
512.6Initial franchise fees


10.9



13.8



13.2Renewal franchise fees and other related fees


8.8



11.4



11.4Total

$
549.2


$
543.4


$
537.2   Note 6.
    Trade and
    Notes Receivable, net    As of June 30,2010


2009Trade accounts receivable

$
158.7


$
146.3Notes receivable, current portion


4.8



5.5163.5



151.8Allowance for doubtful accounts


(20.6
)


(21.8
)Total, net

$
142.9


$
130.0     Years Ended June 30,2010


2009


2008Beginning balance

$
21.8


$
23.0


$
28.6Provision (recoveries) for doubtful accounts, net


0.8



0.7



(2.7
)Write-offs


(2.0
)


(1.9
)


(2.9
)Ending balance

$
20.6


$
21.8


$
23.0   Note 7.
    Prepaids
    and Other Current Assets, net   87




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Note 8.
    Property
    and Equipment, net    As of June 30,2010


2009Land



$
386.0


$
390.3Buildings and improvements(1)

(up to 40 years)


723.2



697.1Machinery and equipment(2)

(up to 18 years)


317.3



293.8Furniture, fixtures, and other

(up to 10 years)


149.0



132.8Construction in progress




105.5



106.6$
1,681.0


$
1,620.6Accumulated depreciation and amortization(3)




(666.9
)


(607.4
)Property and equipment, net



$
1,014.1


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


2009Franchise agreements including reacquired franchise rights

(up to 26 years)

$
142.2


$
140.6Accumulated amortization




(25.3
)


(19.5
)Franchise agreements, net




116.9



121.1   88




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##### Table of Contents



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


2009Favorable leases

up to 20 years


49.1



48.8Accumulated amortization




(14.6
)


(12.3
)Favorable leases, net




34.5



36.5       Note 10.
    Earnings
    Per Share    Years Ended June 30,2010


2009


2008Numerator:Numerator for basic and diluted earnings per share:Net income

$
186.8


$
200.1


$
189.6Denominator:Weighted average shares  basic


135.4



134.8



135.1Effect of dilutive securities


1.8



2.0



2.5Weighted average shares  diluted


137.2



136.8



137.6Basic earnings per share

$
1.38


$
1.48


$
1.40Diluted earnings per share

$
1.36


$
1.46


$
1.38Antidilutive shares(1)


4.3



2.4



0.8     (1)
    
    These shares were not included in the computation of weighted
    average shares-diluted because they would have been
    anti-dilutive for the periods presented.  Note 11.
    Other
    Accrued Liabilities and Other Liabilities     89




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Note 12.
    Long-Term
    Debt    As of June 30,2010


2009Term Loan A

$
87.5


$
150.0Term Loan B-1


666.2



666.2Revolving Credit Facility






Other


1.7



2.1Total debt


755.4



818.3Less: current maturities of debt


(87.7
)


(62.7
)Total long-term debt

$
667.7


$
755.6              90




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##### Table of Contents



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

Amount2011

$
87.72012


666.42013


0.22014


0.22015


0.2Thereafter


0.7Total

$
755.4    91




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Note 13.
    Fair
    Value Measurements  Fair
    Value Measurements
    As of June 30, 2010


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


Assets (Liabilities)Quoted Prices in


SignificantPrepaid and











Active Markets


Other


SignificantOther





Other





for 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


$



$
   92




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##### Table of Contents



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


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


Assets (Liabilities)Quoted Prices in


SignificantPrepaid and











Active Markets


Other


SignificantOther





Other





for 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


$



$
         Note 14.
    Derivative
    Instruments  Disclosures
    about Derivative Instruments and Hedging
    Activities
   93




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##### Table of Contents



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




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    For 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(1)

$
(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)(2)

$
(0.2
)

$



$
(0.2
)

$



$



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

$



$



$



$



$



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

$



$
44.6


$
44.6


$



$
43.2


$
43.2     (1)
    
    Includes $1.6 million and $1.3 million of gain for the
    fiscal year ended June 30, 2010 and 2009, respectively,
    related to the terminated hedges.(2)
    
    The amount of ineffectiveness recorded in earnings during the
    fiscal year ended June 30 2009 was not significant.  Note 15.
    Interest
    Expense    Years Ended June 30,2010


2009


2008Term loans, interest rate swaps and other

$
39.4


$
47.2


$
56.4Capital lease obligations


10.2



10.1



10.7Total

$
49.6


$
57.3


$
67.1    95




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Note 16.
    Income
    Taxes    Years Ended June 30,2010


2009


2008Domestic

$
228.4


$
241.4


$
245.1Foreign


55.9



43.4



47.9Income before income taxes

$
284.3


$
284.8


$
293.0     Years Ended June 30,2010


2009


2008Current:DomesticFederal

$
64.7


$
57.0


$
64.5State, net of federal income tax benefit


4.6



6.1



8.3Foreign


11.3



9.5



10.3$
80.6


$
72.6


$
83.1Deferred:DomesticFederal

$
14.4


$
9.1


$
9.8State, net of federal income tax benefit


3.1



6.2



1.3Foreign


(0.6
)


(3.2
)


9.2$
16.9


$
12.1


$
20.3Total

$
97.5


$
84.7


$
103.4     Years Ended June 30,2010


2009


2008U.S. Federal income tax rate


35.0
%


35.0
%


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


3.4



2.8



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


1.7



(4.7
)


7.4Foreign tax rate differential


(5.6
)


(4.9
)


(5.3
)Foreign exchange differential on tax benefits


0.3



0.7



(0.6
)Change in valuation allowance


(0.6
)


1.1



(3.1
)Change in accrual for tax uncertainties


0.2



(1.3
)


(0.1
)Other


(0.1
)


1.0



(0.6
)Effective income tax rate


34.3
%


29.7
%


35.3
%    96




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##### Table of Contents



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


2009


2008Income tax expense from continuing operations

$
97.5


$
84.7


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


2.0



(11.0
)


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


(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


(3.5
)


(3.3
)


(9.3
)$
84.7


$
60.5


$
75.7     Years Ended June 30,2010


2009


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

$
15.7


$
3.2


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


(1.7
)


3.0



(7.1
)Change in effective state income tax rate


0.8



4.5



Change in effective foreign income tax rate


2.1



1.4



7.1Total

$
16.9


$
12.1


$
20.3  97




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##### Table of Contents



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


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

$
14.6


$
12.7Accrued employee benefits


63.8



49.6Unfavorable leases


53.9



71.9Liabilities not currently deductible for tax


42.2



52.7Tax loss and credit carryforwards


138.5



111.3Property and equipment, principally due to differences in
    depreciation


53.0



61.6Other


3.4



3.4Total gross deferred tax assets


369.4



363.2Valuation allowance


(74.6
)


(78.7
)Net deferred tax assets


294.8



284.5Less deferred tax liabilities:Intangible assets


249.7



237.3Leases


53.1



55.1Statutory impairment


12.2



Total gross deferred tax liabilities


315.0



292.4Net deferred tax liability

$
20.2


$
7.9       Years Ended June 30,2010


2009


2008Beginning balance

$
78.7


$
87.9


$
97.8Change in estimates recorded to deferred income tax expense


(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


(3.1
)


(11.9
)


4.6Other


0.7







(0.9
)Ending balance

$
74.6


$
78.7


$
87.9      98




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##### Table of Contents



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


2009


2008Beginning balance

$
15.5



18.3



18.9Additions on tax position related to the current year


1.2



4.5



3.7Additions for tax positions of prior years


2.7



1.9



0.6Reductions for tax positions of prior years


(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

$
14.2


$
15.5


$
18.3         Note 17.
    Related
    Party Transactions    Note 18.
    Leases   99




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##### Table of Contents



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


2009Land

$
198.3


$
195.8Buildings and improvements


79.6



114.0Restaurant equipment


8.1



5.1$
286.0


$
314.9Accumulated depreciation


(70.5
)


(40.9
)$
215.5


$
274.0     As of June 30,2010


2009Future minimum rents to be received

$
316.6


$
306.4Estimated unguaranteed residual value


3.7



4.0Unearned income


(172.3
)


(166.2
)Allowance on direct financing leases


(0.6
)


(0.2
)$
147.4


$
144.0Current portion included within trade receivables


(8.9
)


(8.7
)Net investment in property leased to franchisees

$
138.5


$
135.3       Lease ReceiptsDirect





Lease Commitments(a)Financing


Operating


Capital


OperatingLeases


Leases


Leases


Leases2011

$
29.9


$
67.8


$
(15.2
)

$
(161.7
)2012


29.3



62.9



(14.9
)


(156.9
)2013


28.8



60.3



(14.8
)


(144.7
)2014


27.6



58.2



(14.8
)


(136.5
)2015


27.0



51.3



(12.8
)


(125.6
)Thereafter


174.0



335.3



(61.6
)


(729.6
)Total

$
316.6


$
635.8


$
(134.1
)

$
(1,455.0
)     (a)
    
    Lease commitments under operating leases have not been reduced
    by minimum sublease rentals of $343.1 due in the future under
    noncancelable subleases. 100




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##### Table of Contents



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


2009


2008Rental income:Minimum

$
73.1


$
69.9


$
78.9Contingent


17.9



20.6



20.7Total rental income


91.0



90.5



99.6Earned income on direct financing leases


22.7



23.0



22.0Total property revenues

$
113.7


$
113.5


$
121.6     Years Ended June 30,2010


2009


2008Rental expense:Minimum

$
168.9


$
166.5


$
150.2Contingent


7.4



7.7



7.4Amortization of favorable and unfavorable leases contracts, net


(15.0
)


(18.2
)


(24.2
)Total rental expense

$
161.3


$
156.0


$
133.4          101




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Note 19.
    Stockholders
    Equity  Dividends
    Paid
    Accumulated
    Other Comprehensive Income (Loss)
    AccumulatedForeign


OtherCurrency


ComprehensiveDerivatives


Pensions


Translation


Income (Loss)Balances 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 $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 $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 $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
)   Note 20.
    Pension
    and Post Retirement Medical Benefits  Pension
    Benefits
   102




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##### Table of Contents



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


International


U.S.Pension Plan


Pension Plans


Medical Plan2010


2009


2010


2009


2010


2009Change in benefit obligationBenefit obligation at beginning of year

$
146.0


$
147.8


$
23.6


$
27.0


$
22.1


$
22.3Service cost










1.8



2.1



0.4



0.6Interest cost


9.1



11.0



1.3



1.6



1.3



1.7Actuarial (gains) losses


29.0



(6.4
)


5.6



(3.3
)


2.7



(1.8
)Employee Contributions










0.2



0.3







Part D Rx Subsidy Received


















0.1



0.1Foreign currency exchange rate changes










(2.3
)


(4.1
)






Benefits paid


(5.1
)


(6.4
)


(0.6
)






(0.6
)


(0.8
)Benefit obligation at end of year

$
179.0


$
146.0


$
29.6


$
23.6


$
26.0


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

$
97.9


$
99.0


$
16.6


$
20.8


$



$
Actual return on plan assets


14.6



(19.5
)


1.1



1.2







Employer contributions


2.3



24.8



1.2



0.9







Employee Contributions










0.2



0.3







Actuarial gain/loss










1.7



(3.5
)






Benefits paid


(5.1
)


(6.4
)


(0.5
)


0.1







Foreign currency exchange rate changes










(2.0
)


(3.2
)






Fair value of plan assets at end of year

$
109.7


$
97.9


$
18.3


$
16.6


$



$
Funded status of plan

$
(69.3
)

$
(48.1
)

$
(11.3
)

$
(7.0
)

$
(26.0
)

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

$
(1.1
)

$
(1.0
)

$
(0.1
)

$
(0.1
)

$
(1.0
)

$
(1.0
)Noncurrent liabilities


(68.2
)


(47.1
)


(11.2
)


(6.9
)


(25.0
)


(21.1
)Net pension liability, end of fiscal year

$
(69.3
)

$
(48.1
)

$
(11.3
)

$
(7.0
)

$
(26.0
)

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

$
55.1


$
31.2


$
2.7


$
(1.3
)

$
(2.3
)

$
(5.4
)Total AOCI (before tax)

$
55.1


$
31.2


$
2.7


$
(1.3
)

$
(2.3
)

$
(5.4
)  103




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##### 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.


International


U.S.Pension Plan


Pension Plans


Medical Plan2010


2009


2010


2009


2010


2009Projected benefit obligation

$
179.0


$
146.0


$
8.8


$
7.3


$
26.0


$
22.1Accumulated benefit obligation

$
179.0


$
146.0


$
1.6


$
6.4


$
26.0


$
22.1Fair value of plan assets

$
109.7


$
97.9


$
1.3


$
1.3


$



$
     Components
    of Net Periodic Benefit Cost
    International


U.S. MedicalU.S. Pension Plan


Pension Plans


Plan2010


2009


2008


2010


2009


2008


2010


2009


2008Service cost

$



$



$



$
1.3


$
1.3


$
1.6


$
0.4


$
0.5


$
0.5Interest cost


9.1



8.8



8.7



0.8



0.8



1.2



1.4



1.3



1.3Expected return on plan assets


(9.6
)


(8.8
)


(8.2
)


(0.4
)


(0.5
)


(1.3
)










Recognized net actuarial (gain) loss


























(0.4
)


(0.2
)


Amortization of prior service cost






















(0.3
)










Net periodic benefit cost

$
(0.5
)

$



$
0.5


$
1.7


$
1.6


$
1.2


$
1.4


$
1.6


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





U.S. MedicalPlans


International Pension Plans


Plans2010


2009


2010


2009


2010


2009Unrecognized actuarial (gain) loss

$
23.9


$
24.1


$
4.0


$
0.4


$
2.7


$
(1.7
)Recognized net actuarial gain (loss)


















0.4



0.2Total recognized in OCI

$
23.9


$
24.1


$
4.0


$
0.4


$
3.1


$
(1.5
)    104




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##### Table of Contents



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

U.S. MedicalU.S. Pension Plan

Pension Plans

Plan2010

2009

2008

2010

2009

2008

2010

2009

2008Discount rate as of year-end


5.20
%


6.37
%


6.10
%


5.17
%


6.00
%


6.10
%


5.20
%


6.37
%


6.10
%Range of compensation rate increase


N/A*



N/A*



N/A*



3.71
%


3.53
%


4.15
%


N/A



N/A



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

U.S. MedicalU.S. Pension Plans

Pension Plans

Plan2010

2009

2008

2010

2009

2008

2010

2009

2008Discount rate


6.37
%


6.10
%


6.07
%


6.07
%


5.89
%


5.39
%


6.37
%


6.10
%


6.07
%Range of compensation rate increase


N/A
*


N/A
*


N/A
*


3.57
%


3.88
%


3.61
%


N/A



N/A



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


7.50
%


8.25
%


8.25
%


6.42
%


6.51
%


7.00
%


N/A



N/A



N/A     *
    
    The Company curtailed the U.S Pension Plans during the year
    ended June 30, 2006.      Years Ended June 30,2010

2009

2008Healthcare cost trend rate assumed for next year


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
%Year that the rate reaches the ultimate trend rate


2020



2016



2016    105




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##### Table of Contents



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


InternationalPension Plan


Pension Plans2010


2010Level 2:Cash and Cash equivalents(a)

$
7.7


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


49.2



3.2Non  U.S.


11.8



8.3Fixed Income(b) :Corporate Bonds and Notes


20.6



U.S. Government Treasuries


6.3



International Debt


4.9



Mortgage-Backed Securities


4.5



U.S. Government Agencies


1.9



Asset-Backed Securities


1.0



Municipal Bonds


0.8



Non- U.S. Bonds


0.2



6.2Other(c )


0.8



0.3Total fair value of plan assets

$
109.7


$
18.3     (a)
    
    Short-term investments in money market funds(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.      Estimated
    Future Cash Flows
   106




---



##### Table of Contents



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

International

U.S.Pension Plans

Pension Plans

Medical Plan*Estimated Net Contributions During Fiscal 2011:

$
6.1


$
0.6


$
1.0Estimated Future Year Benefit Payments During Years Ended
    June 30,:2011

$
6.4


$
0.2


$
1.02012

$
6.7


$
0.3


$
1.32013

$
7.1


$
0.3


$
1.42014

$
7.6


$
0.2


$
1.62015

$
8.2


$
0.2


$
1.72016 - 2020

$
51.9


$
2.4


$
10.4     *
    
    Net of Part D Subsidy  Note 21.
    Other
    Operating (Income) Expenses, Net    Years Ended June 30,2010


2009


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

$
(2.4
)

$
(8.5
)

$
(9.8
)Litigation settlements and reserves, net


(0.2
)


0.2



1.1Foreign exchange net (gains) losses


(3.3
)


8.4



2.3Other, net


5.2



1.8



5.8Other operating (income) expense, net

$
(0.7
)

$
1.9


$
(0.6
)         Note 22.
    Commitments
    and Contingencies  Guarantees
   107




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Letters
    of Credit
      Vendor
    Relationships
  Coca-Cola ® Coca-Cola
      Litigation
     108




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    1 4 1 4 BK
    Other
     109




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Note 23.
    Segment
    Reporting        Years Ended June 30,2010


2009


2008Revenues:United States and Canada

$
1,695.2


$
1,743.0


$
1,578.5EMEA/APAC


698.0



687.4



760.8Latin America


109.0



107.0



115.4Total revenues

$
2,502.2


$
2,537.4


$
2,454.7     Years Ended June 30,2010


2009


2008Income from Operations:United States and Canada

$
346.7


$
345.7


$
349.7EMEA/APAC


84.6



83.6



91.8Latin America


38.2



37.8



41.4Unallocated


(136.6
)


(127.7
)


(128.7
)Total income from operations


332.9



339.4



354.2Interest expense, net


48.6



54.6



61.2Income before income taxes


284.3



284.8



293.0Income tax expense


97.5



84.7



103.4Net income

$
186.8


$
200.1


$
189.6   110




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  2010


2009


2008Depreciation and Amortization:United States and Canada

$
72.8


$
63.4


$
64.0EMEA/APAC


18.0



15.7



14.1Latin America


4.9



5.6



4.5Unallocated


16.0



13.4



13.0Total depreciation and amortization

$
111.7


$
98.1


$
95.6   2010


2009Assets:United States and Canada

$
2,047.6


$
2,004.3EMEA/APAC


592.5



598.2Latin America


66.8



59.5Unallocated


40.3



45.1Total assets

$
2,747.2


$
2,707.1   2010


2009Long-Lived Assets:United States and Canada

$
960.7


$
945.0EMEA/APAC


113.6



121.3Latin America


38.0



37.1Unallocated


40.3



45.1Total long-lived assets

$
1,152.6


$
1,148.5     Years Ended June 30,2010


2009


2008Capital Expenditures:United States and Canada

$
99.9


$
146.9


$
121.9EMEA/APAC


30.9



30.7



28.6Latin America


5.4



7.6



9.4Unallocated


14.1



18.8



18.3Total capital expenditures

$
150.3


$
204.0


$
178.2    111




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Note 24.
    Quarterly
    Financial Data (Unaudited)    Quarters EndedSeptember 30, 2009

December 31, 2009

March 31, 2010

June 30, 2010Revenue

$
636.9


$
645.4


$
596.9


$
623.0Operating income

$
83.0


$
88.2


$
78.9


$
82.8Net income

$
46.6


$
50.2


$
41.0


$
49.0Basic earnings per share

$
0.35


$
0.37


$
0.30


$
0.36Diluted earnings per share

$
0.34


$
0.37


$
0.30


$
0.36   Quarters EndedSeptember 30, 2008

December 31, 2008

March 31, 2009

June 30, 2009Revenue

$
673.5


$
634.1


$
599.9


$
629.9Operating income

$
89.9


$
86.2


$
75.6


$
87.7Net income

$
49.8


$
44.3


$
47.1


$
58.9Basic earnings per share

$
0.37


$
0.33


$
0.35


$
0.44Diluted earnings per share

$
0.36


$
0.33


$
0.34


$
0.43     Note 25.
    Subsequent
    Event   112




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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.
  Item 9B.
    Other
    Information     113




---



##### Table of Contents



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

Description

Where Found3
.1

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

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

Amended and Restated Bylaws, effective as of the date of the
    Companys 2010 Annual Meeting of stockholders

Incorporated herein by reference to the Burger King Holdings,
    Inc.  Current Report on Form 8-K dated June 3, 2010.4
.1

Form of Common Stock Certificate

Incorporated herein by reference to the Burger King Holdings,
    Inc. Registration Statement on Form S-1 (File No. 333-131897) 114




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##### Table of Contents



ExhibitNumber

Description

Where Found10
.1

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

Incorporated herein by reference to the Burger King Holdings,
    Inc. Registration Statement on Form S-1 (File No. 333-131897)10
.2

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

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

Burger King Holdings, Inc. Equity Incentive Plan

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

Burger King Holdings, Inc. 2006 Omnibus Incentive Plan

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

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

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

Form of Management Restricted Unit Agreement

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

Form of Amendment to Management Restricted Unit Agreement

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

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

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

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

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

Form of 2003 Management Stock Option Agreement

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

Form of 2005 Management Stock Option Agreement

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




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##### Table of Contents



ExhibitNumber

Description

Where Found10
.19

Form of Board Member Stock Option Agreement

Incorporated herein by reference to the Burger King Holdings,
    Inc. Registration Statement on Form S-1 (File No. 333-131897)10
.20

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Incorporated herein by reference to the Burger King Holdings,
    Inc. Current Report on Form 8-K dated August 14, 200610
.44

Form of Performance Award Agreement for Restricted Stock Units

Incorporated herein by reference to the Burger King Holdings,
    Inc. Current Report on Form 8-K 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 Burger King Holdings,
    Inc. 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 Burger King Holdings,
    Inc. 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 Burger King Holdings,
    Inc. 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 Burger King Holdings,
    Inc. 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 Burger King Holdings,
    Inc. Current Report on Form 8-K filed November 5, 200810
.52

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

Incorporated herein by reference to the Burger King Holdings,
    Inc. Annual Report on Form 10-K filed August 27, 2009 116




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##### Table of Contents



ExhibitNumber

Description

Where Found10
.53

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

Incorporated herein by reference to the Burger King Holdings,
    Inc. Annual Report on Form 10-K filed August 27, 200910
.54

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

Incorporated herein by reference to the Burger King Holdings,
    Inc. 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 Burger King Holdings,
    Inc. 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 Burger King Holdings,
    Inc. 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 Burger King Holdings,
    Inc. Annual 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 Burger King Holdings,
    Inc. Annual 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 Burger King Holdings,
    Inc. 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

Attached10
.61

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

Attached21
.1

List of Subsidiaries of the Registrant

Attached23
.1

Consent of KPMG LLP

Attached31
.1

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

Attached31
.2

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

Attached32
.1

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

Attached32
.2

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

Attached     
    
    Management contract or compensatory plan or arrangement 117




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##### Table of Contents



Signatures
      By:
    /s/  John
    W. Chidsey    Date:
    August 26, 2010    Signature

Title

Date/s/  John
    W. ChidseyJohn
    W. Chidsey

Chairman and Chief Executive Officer (principal executive
    officer)

August 26, 2010/s/  Ben
    K. WellsBen
    K. Wells

Chief Financial Officer
    (principal financial and accounting officer)

August 26, 2010/s/  Richard
    W. BoyceRichard
    W. Boyce

Director

August 26, 2010/s/David
    A. Brandon

Director

August 26, 2010/s/  Ronald
    M. DykesRonald
    M. Dykes

Director

August 26, 2010/s/  Peter
    R. FormanekPeter
    R. Formanek

Director

August 26, 2010/s/  Manuel
    A. GarciaManuel
    A. Garcia

Director

August 26, 2010/s/  Sanjeev
    K. MehraSanjeev
    K. Mehra

Director

August 26, 2010/s/Stephen
    G. Pagliuca

Director

August 26, 2010/s/  Brian
    T. SwetteBrian
    T. Swette

Director

August 26, 2010/s/  Kneeland
    C. YoungbloodKneeland
    C. Youngblood

Director

August 26, 2010  119