##### 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, 2008oro

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 Number)5505 Blue Lagoon Drive, Miami, Florida(Address of Principal
    Executive Offices)

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

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

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act:
 None
    þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
    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.
  2008
    FORM 10-K
    ANNUAL REPORT
  TABLE OF
    CONTENTS
   
 PART IItem 1.


Business


3Item 1A.


Risk Factors


18Item 1B.


Unresolved Staff Comments


34Item 2.


Properties


34Item 3.


Legal Proceedings


34Item 4.


Submission of Matters to a Vote of Security
    Holders


35PART 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


42Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


65Item 8.


Financial Statements and Supplementary Data


67Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


110Item 9A.


Controls and Procedures


110Item 9B.


Other Information


110PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


111Item 11.


Executive Compensation


111Item 12.


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


111Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


111Item 14.


Principal Accounting Fees and Services


111PART IVItem 15.


Exhibits and Financial Statement Schedules


111EX-21.1 List of SubsidiariesEX-23.1 Consent of KPMG LLPEX-31.1 Section 302 CEO CertificationEX-31.2 Section 302 CFO CertificationEX-32.1 Section 906 CEO CertificationEX-32.2 Section 906 CFO Certification    Burger
    King®,
    Whopper®,
    Double
    Whopper®,
    Have It Your
    Way®,
    Tendercrisp®,
    Burger King Bun Halves and Crescent Logo, Spicy ChickN
    Crisp®,
    BKtmValue Menu,
    BKtmBreakfast Value Menu, BK
    Wrappertm,
    BK
    Fusiontmand
    BKtm Stacker are trademarks of Burger King Brands, Inc., a
    wholly-owned subsidiary of Burger King Holdings, Inc. References
    to fiscal 2008, fiscal 2007 and fiscal 2006 in this
    Form 10-K
    are to the fiscal years ended June 30, 2008, 2007 and 2006,
    respectively.
  In this document, we rely on and refer to information
    regarding the restaurant industry, the quick service restaurant
    segment and the fast food hamburger restaurant category that has
    been prepared by the industry research firm The NPD Group, Inc.
    (which prepares and disseminates Consumer Reported Eating Share
    Trends, or CREST data) or compiled from market research reports,
    analyst reports and other publicly available information. All
    industry and market data that are not cited as being from a
    specified source are from internal analyses based upon data
    available from known sources or other proprietary research and
    analysis.
 2




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##### Table of Contents



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




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##### Table of Contents



12-month 12-month
  Our
    Competitive Strengths
    
    Distinctive brand with global
    platform.  We believe that our Burger Kingand Whopperbrands are two of the most
    widely-recognized consumer brands in the world. We have one of
    the largest restaurant networks in the world, with 11,565
    restaurants operating in 71 countries and U.S. territories,
    of which 4,358 are located in our international markets. During
    fiscal 2007 and 2008, our franchisees opened restaurants in
    eight new international markets: Japan, Indonesia, Poland,
    Egypt, Colombia, Bulgaria, Romania and Curaçao. We believe
    that the demand for new international franchise restaurants is
    growing and that our global platform will allow us to leverage
    our established infrastructure to significantly increase our
    international restaurant count with limited incremental
    investment or expense.
    Attractive business
    model.  Approximately 90% of our restaurants
    are franchised, which is a higher percentage than that of our
    major competitors in the FFHR category. We believe that our
    franchise restaurants will generate a consistent, profitable
    royalty stream to us, with minimal ongoing capital expenditures
    or incremental expense by us. We also believe this will provide
    us with significant cash flow to reinvest in growing our brand
    and enhancing shareholder value. Although we believe that this
    restaurant ownership mix is beneficial to us, it also presents a
    number of drawbacks, such as our limited control over
    franchisees and limited ability to facilitate changes in
    restaurant ownership.
    Innovative marketing campaigns, creative advertising and
    strategic sponsorships.  We utilize our
    successful marketing, advertising and sponsorships to drive
    sales and generate restaurant traffic. In the first quarter of
    fiscal 2008, our U.S. television advertisements were among
    both the top five best recalled and the top five best liked new
    restaurant ads airing nationally, according to advertising
    industry researcher Nielson IAG. In addition, our television
    advertising made IAGs monthly Top 10 New Ads
    list (published by the magazine Ad Age) a total of five
    times in calendar year 2007, one of less than a dozen national
    advertisers across all categories to have that many mentions. We
    are also reaching out to a broad spectrum of restaurant guests
    with mass appeal entertainment sponsorships, such as
    Microsofts popular videogame franchise,
    Halo 3tm
    and movie tie-ins such as The
    SimpsonstmMovie, Iron
    Mantm,
    The Incredible
    Hulktm
    and Indiana
    Jonestmand the Kingdom of the Crystal
    Skulltm.
    Additionally, as evidence of the popular relevance of our brand
    and products, our WhopperFreakout campaign became its
    own pop culture content, with the most popular YouTube
    user-generated parody attracting over 1.2 million views,
    together with over 120 other videos emulating Burger Kingcommercial content. The strong appeal of this campaign, and
    its commensurate media coverage, made these ads some of the
    best-recalled ever according to IAG.
    Experienced management team.  We have a
    seasoned management team with significant experience.
    John Chidsey, our Chairman and Chief Executive Officer, has
    extensive experience in managing franchised and branded
    businesses, including the Avis
    Rent-A-Car
    and Budget
    Rent-A-Car
    systems, Jackson Hewitt Tax Services and PepsiCo. Russell Klein,
    our President, Global Marketing, Strategy and Innovation, has
    more than 29 years of retail and consumer marketing
    experience, including at 7-Eleven Inc. Ben Wells, our Chief
    Financial Officer, has over 30 years of finance experience,
    including at Compaq Computer Corporation and British Petroleum.
    In addition, other members of our management team have worked at
    Frito Lay, 4




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McDonalds,
    Jack-in-the
    Box, PepsiCo, Pillsbury and Wendys. The core of our
    management team has been working together since 2004.  Our
    Business Strategy
    
    Drive further sales growth:  We remain
    focused on achieving our comparable sales and average restaurant
    sales potential. Essential components of this strategy are:  
    Enhancing the guest experience  our key guest
    satisfaction and operations metrics showed continued improvement
    in fiscal 2008 and we intend to further improve these metrics.
    Reducing hours of operation gap  we have implemented
    initiatives to reduce the gap between our hours of operation and
    those of our competitors, which we believe will increase
    comparable sales and average restaurant sales in
    U.S. restaurants.
    Increasing emphasis on our restaurant reimaging
    program  we believe that increased capital
    expenditures dedicated to our restaurant reimaging program in
    the United States and Canada will result in higher sales and
    traffic in these restaurants and yield strong cash on cash
    returns.  
    Enhance restaurant profitability:  We
    believe that opportunities exist to enhance restaurant
    profitability by better utilizing our fixed cost base and
    exploring ways to mitigate escalating commodity and energy costs
    in the current macroeconomic environment. We are focused on
    leveraging our fixed cost structure by introducing higher margin
    products and creating efficiencies through improved speed of
    service and new equipment, such as headsets which we believe
    will further improve speed of service. In the United States and
    Canada, the recent installation of the flexible batch broiler
    has reduced energy consumption in Company restaurants, and we
    expect to further mitigate our escalating operating costs by
    utilizing our market based pricing model to achieve optimal
    pricing in our markets.
    Expand our large international
    platform:  We intend to leverage our
    substantial international infrastructure to expand our franchise
    network and restaurant base. Internationally we are much smaller
    than our largest competitor, and, therefore, we believe we have
    significant growth opportunities. We have developed a detailed
    global development plan to accelerate growth over the next five
    years. We expect to focus our expansion plans on
    (1) under-penetrated markets where we already have an
    established presence, such as Germany, Spain and Mexico;
    (2) markets in which we have a small presence, but which we
    believe offer significant opportunities for development, such as
    Brazil, China, Japan, Indonesia and Italy; and
    (3) financially attractive new markets in the Middle East,
    Eastern Europe and the Mediterranean region. We believe that our
    successful entry into Brazil where in approximately four years
    we have recruited eight new franchisees and opened 56
    restaurants in 26 cities validates the opportunities that
    exist for us in rapidly developing international markets.
    Accelerate our new restaurant development and
    expansion:The expansion of our restaurant
    network and an increase in the number of new restaurants are key
    components in our growth plan. We expect that most of our new
    restaurant growth will come from franchisees. Consequently, our
    development strategy focuses on ensuring that franchisees in
    each of our markets have the resources and incentives to grow.
    First, we have focused on providing our franchisees with a
    development process that we believe is streamlined, financially
    flexible and capital-efficient. As part of this strategy, we
    developed new, smaller restaurant designs that reduce the level
    of capital investment required, while also addressing a change
    in consumer preference from dine-in to drive-thru (62% of
    U.S. Company restaurant sales are currently made in the
    drive-thru). These smaller restaurant models reduce average
    building costs by approximately 25%. We are also actively
    pursuing co-branding and site sharing programs to reduce initial
    investment expense and have begun testing a turn-key program
    that reduces the time and uncertainty associated with new builds. 5




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
    Use proactive portfolio management to drive
    growth:We intend to use proactive portfolio
    management to drive growth and optimize our Company restaurant
    portfolio and franchisee participation in new and existing
    markets. As part of this ongoing strategy, we will focus on
    (1) attracting new franchisees to acquire restaurants from
    existing franchisees; (2) leveraging our existing
    infrastructure through the acquisition of franchise restaurants
    in our current or targeted Company markets; and
    (3) selectively refranchising Company restaurants to
    provide new opportunities for existing and new franchisees,
    while maintaining our approximately 90/10 franchise to Company
    restaurant ownership mix. In April 2008, we completed a
    56-restaurant acquisition in the Carolinas with Heartland
    Southeast and, in July 2008, we acquired 72 restaurants in Iowa
    and Nebraska from Simmonds Restaurant Management. These two
    acquisitions allow us to develop our Company restaurant
    portfolio in attractive markets, enabling us to leverage our
    existing infrastructure and established brand presence. In
    addition, we closed under-performing restaurants in the United
    Kingdom (U.K.) and sold certain Company restaurants
    in Germany and Canada which, due to their geography, were
    attractive to our local franchisees.
    Employ innovative marketing strategies and expand product
    offerings:   We intend to continue to employ
    innovative and creative marketing strategies to increase our
    restaurant traffic and comparable sales. We will utilize our
    successful barbell menu strategy to offer more choices to our
    guests and enhance the price/value proposition of our products.
    As part of this strategy, in fiscal 2008, we expanded our
    indulgent menu and launched limited time offers, including the
    Steakhouse Burger and the BBQ Bacon
    Tendercrisp®chicken sandwich in the United States and the Three Pepper
    Angus Burger, the Double Angus Burger and the Chorizo Angus in
    EMEA. At the other end of the barbell menu, we focused on new
    product offerings in our
    BKtm
    Value Menu and
    BKtm
    Breakfast Value Menu (the first national breakfast value menu in
    the FFHR category). We are also focusing on our SuperFamily
    customers, introducing for fiscal 2009 two new kids menu
    alternatives, nutritionally fortified
    KRAFT®
    Macaroni & Cheese and
    BKtm
    Fresh Apple Fries. Finally, we continue to introduce new
    products to fill gaps in our breakfast, dessert and snack menu
    offerings. We intend to roll-out several new and limited time
    offer products during the remainder of fiscal 2009.  Global
    Operations
  Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations Form 10-K.
  United
    States and Canada
  Restaurant
    Operations
    Operating Procedures and Hours of
    Operation. Burger King Burger King
   6




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Management.
  Restaurant Menu. Whopper
  Restaurant Design and Image. Burger King
    New Restaurant Development.
      Company
    Restaurants
   7




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Burger King
    % of Total U.S. andCompany


Canada CompanyRank

State/Province

Restaurant Count


Restaurants1

Florida


243



25
%2

North Carolina


108



11
%3

Ontario


71



7
%4

Indiana


70



7
%5

Georgia


51



5
%6

South Carolina


50



5
%7

Massachusetts


44



4
%8

Virginia


44



4
%9

Ohio


40



4
%10

Connecticut


33



3
%     Franchise
    Operations
  General. Burger King
      % of Total U.S. andFranchise


Canada FranchiseRank

State/Province

Restaurant Count


Restaurants1

California


673



10
%2

Texas


429



7
%3

Michigan


336



5
%4

New York


319



5
%5

Ohio


311



5
%6

Illinois


303



5
%7

Florida


300



5
%8

Pennsylvania


235



4
%9

Georgia


210



3
%10

New Jersey


187



3
%  8




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RestaurantRank

Name

Count


Location1

Carrols Corporation


318


Northeast and Midwest2

Stategic Restaurants Acquisition Company, LLC


264


California, Midwest and Southeast3

Heartland Food Corp.


221


Midwest4

Army Air Force Exchange Services


125


Across the United States5

Bravokilo, Inc./BravoGrande, Inc.


120


Midwest   Franchise Agreement Terms. 20-year
      Property
    Operations
      Europe,
    the Middle East and Africa/Asia Pacific
    (EMEA/APAC)
  Restaurant
    Operations
  EMEA. Burger King
 9




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APAC. Hungry Jacks, Burger King.
    Management Structure.
  Menu and Restaurant Design. Burger King
  New Restaurant Development. Burger King EMEA/APAC
  Company
    Restaurants
      Company


% of Total EMEARank


Country

Restaurant Count


Company Restaurants1


Germany


150



53
%2


United Kingdom


66



23
%3


Spain


44



16
%4


Netherlands


22



8
%5


Italy


1



0
%Total


283



100
%  10




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Franchise
    Operations
        Rank

Name

Restaurant Count


Location1

Hungry Jacks Pty Ltd.


261


Australia2

Tab Gida


208


Turkey3

Compass SSP


91


United Kingdom4

Olayan


90


Saudi Arabia5

Al-Homaizi


86


Kuwait   Property
    Operations
    25-year
  Latin
    America
  Burger King
 11




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Rank

Name

Restaurant Count


Location1

Caribbean Restaurants, Inc.


175


Puerto Rico2

Alsea and affiliates


175


Mexico/Argentina/Chile3

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


58


Mexico4

Operadora Exe S.A. de C.V.


45


Mexico5

Salvador Safie, Fernando Safie and Ricardo Safie


40


Guatemala   Advertising
    and Promotion
        Have It Your Way
  Supply
    and Distribution
  Burger
    King Burger King
 12




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Burger King Burger King
  Burger King Burger
    King
    Coca-Cola Burger King Coca-Cola Coca-Cola, Coca-Cola
  Research
    and Development
    Burger King
   13




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




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Burger King
  Competition
  Burger King
  Burger King Burger King
  Government
    Regulation
  Burger King
      and/or
   15




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Working
    Capital
  Managements Discussion and Analysis of Financial
    Condition and Results of Operations Financial Statements and Supplementary Data
  Environmental
    Matters
    Customers
    Government
    Contracts
    Seasonal
    Operations
    Our
    Employees
   16




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Financial
    Information about Business Segments and Geographic
    Areas
  Selected Financial Data Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations Financial
    Statements and Supplementary Data Form 10-K.
  Available
    Information
  Form 10-K, Form 10-Q, Form 8-K, www.sec.gov 1-800-SEC-0330.
  (305) 378-7696,
    Executive
    Officers of the Registrant
  Name

Age

PositionJohn W. Chidsey


46


Chairman and Chief Executive OfficerRussell B. Klein


51


EVP and President, Global Marketing, Strategy and InnovationBen K. Wells


54


EVP and Chief Financial OfficerJulio A. Ramirez


54


EVP, Global OperationsPeter C. Smith


52


EVP and Chief Human Resources OfficerAnne Chwat


49


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


45


EVP and President, North AmericaPeter Robinson


60


EVP and President, EMEA   John W. Chidsey
 17




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Russell B. Klein
  Ben K. Wells 10-year
  Julio A. Ramirez
  Peter C. Smith
  Anne Chwat ® Burger King
  Charles M. Fallon, Jr. Rent-A-Car
  Peter Robinson
  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
    reducing the hours of operation gap with our competitors; our
    intent to expand our international platform and accelerate new
    restaurant development; our beliefs and expectations regarding
    system-wide average restaurant sales; our beliefs and
    expectations regarding franchise restaurants, including their
    growth potential and our expectations regarding franchisee
    distress; our expectations regarding opportunities to enhance
    restaurant profitability and effectively manage margin
    pressures, including escalating commodity prices and fuel costs;
    our intention to continue to employ innovative and creative
    marketing strategies and expand product offerings, including the
    launching of new and limited time offer products; our intention
    to focus on our restaurant reimaging program; our ability to use
    proactive portfolio management to drive financial performance
    and development; our exploration of initiatives to reduce the
    initial investment expense, time and uncertainty of new builds;
    our ability to manage fluctuations in foreign currency exchange
    and interest rates; our estimates regarding our liquidity,
    capital expenditures and sources of both, and our ability to
    fund future operations and obligations; our expectations
    regarding increasing net restaurant count; our estimates
    regarding the fulfillment of certain volume purchase
    commitments; our beliefs regarding the effects of the
    realignment of our European and Asian businesses; our
    expectations regarding the impact of accounting
 18




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pronouncements; our intention to renew hedging contracts; our
    expectations regarding unrecognized tax benefits; and our
    continued efforts to leverage our global purchasing power. These
    forward-looking statements are only predictions based on our
    current expectations and projections about future events.
    Important factors could cause our actual results, level of
    activity, performance or achievements to differ materially from
    those expressed or implied by these forward-looking statements,
    including, but not limited to, the risks and uncertainties
    discussed below.
  Our
    success depends on our ability to compete with our major
    competitors.
    Burger King
    If we
    fail to successfully implement our international growth
    strategy, our ability to increase our revenues and operating
    profits could be adversely affected and our overall business
    could be adversely affected.
    
    the selection and availability of suitable restaurant locations;
    the negotiation of acceptable lease terms;
    the availability of bank credit and the ability of franchisees
    to obtain acceptable financing terms;
    securing required foreign governmental permits and approvals;
    securing acceptable suppliers;
    employing and training qualified personnel; and
    consumer preferences and local market conditions.   19




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Burger King
  Increases
    in commodity or other operating costs could harm our
    profitability and operating results.
        Our
    international operations subject us to additional risks and
    costs and may cause our profitability to decline.
   20




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
    our ability to manage upward pressure on commodity prices, as
    well as fluctuations in interest and foreign exchange rates, and
    local governmental actions to manage national economic
    conditions, such as consumer spending, inflation rates and
    unemployment levels;
    our ability to manage changing labor conditions and difficulties
    in staffing our international operations;
    the impact on our margins of labor costs given our
    labor-intensive business model and the long-term trend toward
    higher wages in both mature and developing markets and the
    potential impact of union organizing efforts on day-to-day
    operations of our restaurants;
    our ability to manage consumer preferences and respond to
    changes in consumer preferences;
    the effects of legal and regulatory changes and the burdens and
    costs of our compliance with a variety of foreign laws;
    the effects of any changes to U.S. laws and regulations
    relating to foreign trade and investments;
    the effects of increases in the taxes we pay and other changes
    in applicable tax laws;
    our ability to manage political and economic instability and
    anti-American
    sentiment;
    the risks of operating in markets such as Brazil and China, in
    which there are significant uncertainties regarding the
    interpretation, application and enforceability of laws and
    regulations and the enforceability of contract rights and
    intellectual property rights;
    whether we can develop effective initiatives in underperforming
    markets that may be experiencing challenges such as low consumer
    confidence levels, negative consumer perceptions about our
    foods, slow economic growth or a highly competitive operating
    environment;
    the nature and timing of decisions about underperforming markets
    or assets, including decisions that result in significant
    impairment charges that reduce our earnings; and
    our ability to identify and secure appropriate real estate sites
    and to manage the costs and profitability of our growth in light
    of competitive pressures and other operating conditions that may
    limit pricing flexibility.    Our
    business is affected by changes in consumer preferences and
    consumer discretionary spending.
  and/or
   21




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Approximately
    90% of our restaurants are franchised and this restaurant
    ownership mix presents a number of disadvantages and
    risks.
      Our
    franchisees are independent operators, and we have limited
    control over their restaurant operations or their decision to
    invest in other businesses.
    Burger King Burger King Burger King Burger King
  Our
    operating results depend on the effectiveness of our marketing
    and advertising programs and franchisee support of these
    programs.
   22




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Our
    operating results are closely tied to the success of our
    franchisees.
    and/or
        There
    can be no assurance that the franchisees can or will renew their
    franchise agreements with us.
  20-year
 23




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Our
    operating results may be adversely impacted by temporary
    restaurant closures and accelerated depreciation expense related
    to our restaurant reimaging program in the U.S. and
    Canada.
        Our
    business is subject to fluctuations in foreign currency exchange
    and interest rates.
      Incidents
    of food-borne illnesses or food tampering could materially
    damage our reputation and reduce our restaurant
    sales.
  e-coli,
 24




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##### Table of Contents



and/or
      We
    rely on distributors of food, beverages and other products that
    are necessary for our and our franchisees operations. If
    these distributors fail to provide the necessary products in a
    timely fashion, our business would face supply shortages and our
    results of operations might be adversely affected.
    Labor
    shortages or increases in labor costs could slow our growth or
    harm our business.
   25




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The
    loss of key management personnel or our inability to attract and
    retain new qualified personnel could hurt our business and
    inhibit our ability to operate and grow
    successfully.
    Our
    U.K. Company restaurant business has and may continue to
    experience operating losses that may adversely affect our tax
    positions.
    New
    tax legislation in Mexico and the results of actions by Mexican
    taxing authorities may have an adverse effect on our Mexico tax
    positions and our overall tax rate.
    The
    realignment of our European and Asian businesses may result in
    increased income tax expense to us if these businesses are less
    profitable than expected.
    Additional
    tax liabilities could adversely impact our financial
    results.
   26




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Leasing
    and ownership of a significant portfolio of real estate exposes
    us and our franchisees to potential losses and liabilities and
    we or our franchisees may not be able to renew leases, control
    rent increases and control real estate expenses at existing
    restaurant locations or obtain leases or purchase real estate
    for new restaurants.
    Current
    restaurant locations may become unattractive, and attractive new
    locations may not be available for a reasonable price, if at
    all.
    We may
    not be able to adequately protect our intellectual property,
    which could harm the value of our brand and branded products and
    adversely affect our business.
     27




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We may
    experience significant fluctuations in our operating results due
    to a variety of factors, many of which are outside of our
    control.
  Form 10-K
  Our
    indebtedness under our senior secured credit facility is
    substantial and could limit our ability to grow our
    business.
      
    increase our vulnerability to general adverse economic and
    industry conditions;
    require us to dedicate a substantial portion of our cash flow
    from operations to payments on our indebtedness if we do not
    maintain specified financial ratios, thereby reducing the
    availability of our cash flow for other purposes; or
    limit our flexibility in planning for, or reacting to, changes
    in our business and the industry in which we operate, thereby
    placing us at a competitive disadvantage compared to our
    competitors that may have less indebtedness.    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. 28




---



##### 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.
         29




---



##### Table of Contents



Our
    products are subject to numerous and changing government
    regulations, and failure to comply with such existing or future
    government regulations could negatively affect our sales,
    revenues and earnings.
        
    inconsistent standards imposed by state and federal authorities
    regarding the nutritional content of our products, which can
    adversely affect the cost of our food, consumer perceptions and
    increase our exposure to litigation;
    the impact of nutritional, health and other scientific inquiries
    and conclusions, which constantly evolve and often have
    contradictory implications, but nonetheless drive consumer
    perceptions, litigation and regulation in ways that are material
    to our business;
    the risks and costs of our nutritional labeling and other
    disclosure practices, particularly given differences in
    practices within the restaurant industry with respect to testing
    and disclosure, ordinary variations in food preparation among
    our own restaurants, and reliance on the accuracy and
    appropriateness of information obtained from third-party
    suppliers;
    the impact and costs of menu labeling legislation, currently
    adopted in New York City and under consideration in various
    other jurisdictions, which generally requires QSR restaurant
    chains to provide caloric information on menu boards;
    the impact of licensing and regulation by state and local
    departments relating to health, food preparation, sanitation and
    safety standards; and
    the impact of laws that ban or limit the development of new
    quick service restaurants in an attempt to address the high
    rates of obesity in certain areas, such as the ban recently
    adopted by the City of Los Angeles.  and/or
   30




---



##### Table of Contents



Increasing
    regulatory complexity surrounding our operations will continue
    to affect our operations and results of operations in material
    ways.
    
    the impact of minimum wage, overtime, occupational health and
    safety, employer mandated healthcare, immigration, privacy and
    other local and foreign laws and regulations on our business;
    the impact of no match regulations issued by the
    Department of Homeland Security regarding how employers must
    deal with a mismatch between the name and social security number
    on record with the Social Security Administration and the name
    and number provided to employers;
    the impact of municipal zoning laws that restrict or ban the
    development of new quick service restaurants;
    disruptions in our operations or price volatility in a market
    that can result from governmental actions, including price
    controls, currency and repatriation controls, limitations on the
    import or export of commodities we use or government-mandated
    closure of our or our vendors operations;
    the risks of operating in foreign markets in which there are
    significant uncertainties, including with respect to the
    application of legal requirements and the enforceability of laws
    and contractual obligations; and
    the risks associated with information security, and the use of
    cashless payments, such as increased investment in technology,
    the costs of compliance with privacy, consumer protection and
    other laws, costs resulting from consumer fraud and the impact
    on our margins as the use of cashless payments increases.        The
    personal information that we collect may be vulnerable to
    breach, theft or loss that could adversely affect our reputation
    and operations.
   31




---



##### Table of Contents



We
    rely on computer systems and information technology to run our
    business. Any material failure, interruption or security breach
    of our computer systems or information technology may adversely
    affect our business and our results of operations.
    Compliance
    with or cleanup activities required by environmental laws may
    hurt our business.
      Our
    results can be adversely affected by disruptions or catastrophic
    events.
    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.
   32




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##### Table of Contents



Until
    November 19, 2007, we were a controlled company
    within the meaning of the New York Stock Exchange rules and we
    may continue to rely on exemptions from certain corporate
    governance requirements that provide protection to stockholders
    of other companies.
    Your
    percentage ownership in us may be diluted by future issuances of
    capital stock, which could reduce your influence over matters on
    which stockholders vote.
    The
    sale of a substantial number of shares of our common stock may
    cause the market price of shares of our common stock to
    decline.
    Provisions
    in our certificate of incorporation could make it more difficult
    for a third party to acquire us and could discourage a takeover
    and adversely affect existing stockholders.
   33




---



##### Table of Contents



Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties      LeasedBuilding/Land &


TotalOwned (1)


Land


Building


Leases


TotalUnited States and Canada:Company restaurants


348



211



425



636



984Franchisee-operated properties


454



265



198



463



917Non-operating restaurant locations


15



17



8



25



40Offices










6



6



6Total


817



493



637



1,130



1,947International:Company restaurants


20



44



312



356



376Franchisee-operated properties


4







99



99



103Non-operating restaurant locations


2







34



34



36Offices










11



11



11Total


26



44



456



500



526   
  (1)
    
    Owned refers to properties where we own the land and the
    building.  Item 3.
    Legal
    Proceedings  Cowley v. Burger King Corporation No. 07-21772 and/or
  Ramalco Corp. et al. v. Burger King Corporation No. 08-43704CA05
 34




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##### Table of Contents



Item 4.
    Submission
    of Matters to a Vote of Security Holders   Part II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Market
    for Our Common Stock
    2008


2007Dollars per Share:

High


Low


Dividend


High


Low


DividendFirst Quarter

$
27.00


$
22.21


$
0.0625


$
16.64


$
12.41



Second Quarter

$
29.19


$
24.41


$
0.0625


$
21.28


$
15.46



Third Quarter

$
28.90


$
21.60


$
0.0625


$
22.84


$
19.67


$
0.0625Fourth Quarter

$
30.75


$
26.41


$
0.0625


$
27.04


$
21.53


$
0.0625   Issuer
    Purchases of Equity Securities
    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)(3)


the Plans or ProgramsApril 1-30, 2008






N/A






$
68,390,877May 1-31, 2008


15,413


$
30.42






$
68,390,877June 1-30, 2008






N/A






$
68,390,877Total


15,413


$
30.42






$
68,390,877   
  (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 May 31, 2007, the
    Companys Board of Directors authorized a $100 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, 2008.(3)
    
    All shares purchased to date
    pursuant to the Companys share repurchase program have
    been deposited, and all future shares, if any, will be
    deposited, into treasury and retained for future uses. 35




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##### Table of Contents



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


(c)(a)


Average Exercise


Number ofNumber of


Price of


Securities Remaining Available forSecurities to be Issued Upon


Outstanding


Future Issuance Under EquityExercise of Outstanding


Options, Warrants


Compensation Plans (ExcludingPlan Category

Options, Warrants and Rights


and Rights


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


1,428,981


$
14.05



5,556,119Burger King Holdings, Inc. Equity Incentive Plan


5,351,064


$
12.72



1,065,299Equity Compensation Plans Not Approved by Security Holders










TOTAL


6,780,045


$
12.89



6,621,418    36




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##### Table of Contents



Stock
    Performance Graph
    
  5/18/2006



6/30/2006



6/29/2007



6/30/2008BKC


$
100



$
90



$
151



$
155S&P 500 Index


$
100



$
101



$
122



$
106S&P Restaurant Index


$
100



$
100



$
122



$
122     Item 6.
    Selected
    Financial Data   37




---



##### 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 30,2008


2007


2006


2005


2004(In millions, except per share data)Income Statement Data:Revenues:Company restaurant revenues

$
1,796


$
1,658


$
1,516


$
1,407


$
1,276Franchise revenues


537



460



420



413



361Property revenues


122



116



112



120



117Total revenues


2,455



2,234



2,048



1,940



1,754Company restaurant expenses:Food, paper and product costs


564



499



470



437



391Payroll and employee benefits


535



492



446



415



382Occupancy and other operating costs


439



418



380



343



314Total Company restaurant expenses


1,538



1,409



1,296



1,195



1,087Selling, general and administrative expenses(1)


500



474



488



487



474Property expenses


62



61



57



64



58Fees paid to affiliates(2)










39



9



8Other operating (income) expenses, net


1



(1
)


(2
)


34



54Total operating costs and expenses


2,101



1,943



1,878



1,789



1,681Income from operations


354



291



170



151



73Interest expense, net


61



67



72



73



64Loss on early extinguishment of debt






1



18







Income before income taxes


293



223



80



78



9Income tax expense


103



75



53



31



4Net income

$
190


$
148


$
27


$
47


$
5Earnings per share  basic(3)

$
1.40


$
1.11


$
0.24


$
0.44


$
0.05Earnings per share  diluted(3)

$
1.38


$
1.08


$
0.24


$
0.44


$
0.05Weighted average shares outstanding-basic


135.1



133.9



110.3



106.5



106.1Weighted average shares outstanding-diluted


137.6



136.8



114.7



106.9



106.1Cash dividends per common share(4)

$
0.25


$
0.13


$
3.42


$



$
   For the Fiscal Years Ended June 30,2008


2007


2006


2005


2004(In millions)Other Financial Data:Net cash provided by operating activities

$
243


$
110


$
67


$
210


$
185Net cash (used for) provided by investing activities


(199
)


(77
)


(67
)


3



(170
)Net cash (used for) provided by financing activities


(62
)


(127
)


(173
)


(2
)


3Capital expenditures


178



87



85



93



81EBITDA(5)

$
450


$
380


$
258


$
225


$
136   38




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##### Table of Contents



As of June 30,2008


2007


2006


2005


2004(In millions)Balance Sheet Data:Cash and cash equivalents

$
166


$
170


$
259


$
432


$
221Total assets


2,687



2,517



2,552



2,723



2,665Total debt and capital lease obligations


947



943



1,065



1,339



1,294Total liabilities


1,842



1,801



1,985



2,246



2,241Total stockholders equity

$
845


$
716


$
567


$
477


$
424   For the Fiscal Years Ended June 30,2008


2007


2006


2005


2004Other Operating Data:Comparable sales growth(6)(7)(8)


5.4
%


3.4
%


1.9
%


5.6
%


1.0
%Sales growth(6)(7)


8.3
%


4.9
%


2.1
%


6.1
%


1.2
%Average restaurant sales (in thousands)(7)

$
1,301


$
1,193


$
1,126


$
1,104


$
1,014   For the Fiscal Years Ended June 30,2008


2007


2006Segment Data:Company restaurant revenues (in millions):United States and Canada

$
1,172


$
1,082


$
1,032EMEA/APAC (9)


555



515



428Latin America (10)


69



61



56Total company restaurant revenues

$
1,796


$
1,658


$
1,516Company restaurant expenses as a percentage of revenue (11):United States and CanadaFood, paper and products costs


32.5
%


30.8
%


31.4
%Payroll and employee benefits


30.5
%


30.4
%


30.2
%Occupancy and other operating costs


23.1
%


23.5
%


24.3
%Total Company restaurant expenses


86.1
%


84.7
%


85.9
%EMEA/APAC (9)Food, paper and products costs


28.5
%


27.9
%


29.1
%Payroll and employee benefits


30.5
%


30.3
%


29.8
%Occupancy and other operating costs


27.1
%


28.8
%


27.2
%Total Company restaurant expenses


86.1
%


87.0
%


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


36.7
%


36.6
%


36.4
%Payroll and employee benefits


11.8
%


11.7
%


11.7
%Occupancy and other operating costs


26.1
%


25.8
%


25.3
%Total Company restaurant expenses


74.6
%


74.1
%


73.4
% 39




---



##### Table of Contents



For the Fiscal Years Ended June 30,2008


2007


2006WorldwideFood, paper and products costs


31.4
%


30.1
%


31.0
%Payroll and employee benefits


29.8
%


29.7
%


29.4
%Occupancy and other operating costs


24.5
%


25.2
%


25.1
%Total Company restaurant expenses


85.7
%


85.0
%


85.5
%Franchise revenues (in millions) (12):United States and Canada

$
318


$
284


$
267EMEA/APAC (9)


173



135



119Latin America (10)


46



41



34Total franchise revenues

$
537


$
460


$
420Income from operations (in millions):United States and Canada

$
348


$
336


$
295EMEA/APAC (9)


92



54



62Latin America (10)


41



35



29Unallocated (13)


(127
)


(134
)


(216
)Total income from operations

$
354


$
291


$
170   
  (1)
    
    Selling, general and administrative
    expenses for fiscal 2006 include compensation expense and taxes
    related to a $33 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 million fee that we paid to terminate the management
    agreement with the Sponsors.(3)
    
    Earnings per share is calculated
    using whole dollars and shares.(4)
    
    The cash dividend paid in fiscal
    2006 represents a special dividend paid prior to our initial
    public offering. See Note 17 to our audited consolidated
    financial statements in Part II, Item 8 of this
    Form 10-K
    for further information on this dividend.(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. Management believes that EBITDA is a useful
    measure as it incorporates certain operating drivers of our
    business such as sales growth, operating costs, selling, general
    and administrative expenses and other income and expense. EBITDA
    is also one of the measures used by us to calculate incentive
    compensation for management and corporate-level employees.While EBITDA is not a recognized
    measure under generally accepted accounting principles
    (GAAP), management uses this financial measure to
    evaluate and forecast our business performance. The non-GAAP
    measure has certain material limitations, including:  
    it does not include interest expense, net. Because we have
    borrowed money for general corporate purposes, interest expense
    is a necessary element of our costs and ability to generate
    profits and cash flows;
    it does not include depreciation and amortization expenses.
    Because we use capital assets, depreciation and amortization are
    necessary elements of our costs and ability to generate
    profits; and
    it does not include provision for taxes. The payment of taxes is
    a necessary element of our operations.  Management compensates for these
    limitations by using EBITDA as only one of its measures for
    evaluating the Companys business performance. In addition,
    capital expenditures, which impact depreciation and
    amortization, interest expense and income tax expense, are
    reviewed separately by management. Management believes that
    EBITDA provides both management and investors with a more
    complete understanding of the underlying operating results and
    trends and an enhanced overall understanding of our financial
    performance and prospects for the future. EBITDA is not intended
    to be a measure of liquidity or cash flows from operations nor a
    measure comparable to net income, as it does not take into
    account certain requirements such as capital expenditures and
    related depreciation, principal and interest payments and tax
    payments. 40




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##### Table of Contents



For the Fiscal Years Ended June 30,2008


2007


2006


2005


2004(In millions)Net income

$
190


$
148


$
27


$
47


$
5Interest expense, net


61



67



72



73



64Loss on early extinguishment of debt






1



18







Income tax expense


103



75



53



31



4Depreciation and amortization


96



89



88



74



63EBITDA

$
450


$
380


$
258


$
225


$
136   (6)
    
    Comparable sales growth and sales
    growth are analyzed on a constant currency basis, which means
    they are calculated using the same exchange rate over the
    periods under comparison, to remove the effects of currency
    fluctuations from these trend analyses. We believe these
    constant currency measures provide a more meaningful analysis of
    our business by identifying the underlying business trends,
    without distortion from the effect of foreign currency movements.(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.(10)
    
    Refers to our operations in Mexico,
    Central and South America, the Caribbean and Puerto Rico.(11)
    
    Calculated using dollars expressed
    in hundreds of thousands.(12)
    
    Franchise revenues consist
    primarily of royalties paid by franchisees. Royalties earned are
    based on a percentage of franchise sales, which were
    $13 billion, $12 billion and $11 billion for
    fiscal 2008, 2007, and 2006, respectively. Franchise sales are
    sales at all franchise restaurants and are revenues to our
    franchisees. We do not record franchise sales as revenues.(13)
    
    Unallocated includes corporate
    support costs in areas such as facilities, finance, human
    resources, information technology, legal, marketing, and supply
    chain management. Unallocated for fiscal 2006 includes:
    $34 million of compensation expense and taxes related to
    the compensatory make-whole payment made to holders of options
    and restricted stock unit awards in February 2006;
    $9 million of quarterly management fees paid to the
    Sponsors; a $30 million termination fee paid to the
    Sponsors to terminate the management agreement; $10 million
    of costs related to the realignment of our European and Asian
    businesses; and $5 million of executive severance. 41




---



##### Table of Contents



Burger
    King Holdings, Inc. and Subsidiaries Restaurant Count
    As of June 30,Increase/2008


2007


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


984



897



87EMEA/APAC


292



329



(37
)Latin America


84



77



7Total Company restaurants


1,360



1,303



57Number of franchise restaurants:U.S. & Canada


6,528



6,591



(63
)EMEA/APAC


2,759



2,563



196Latin America


918



826



92Total franchise restaurants


10,205



9,980



225Number of system-wide restaurants:U.S. & Canada


7,512



7,488



24EMEA/APAC


3,051



2,892



159Latin America


1,002



903



99Total system-wide restaurants


11,565



11,283



282   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 2009, fiscal 2008, fiscal 2007 and
    fiscal 2006 in this section are to our fiscal year ending
    June 30, 2009 and our fiscal years ended June 30,
    2008, 2007 and 2006, 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.
  Overview
   42




---



##### Table of Contents



Income fromRevenues


OperationsSegment:U.S. & Canada


65
%


72
%EMEA/APAC


31
%


19
%Latin America


4
%


9
%Total


100
%


100
%         Burger King
   43




---



##### Table of Contents



Fiscal
    2008 Highlights
    
    18 consecutive quarters of positive worldwide comparable sales
    growth, our best comparable sales growth trend in more than a
    decade, including comparable sales growth of 5.3% for the fourth
    quarter of fiscal 2008;
    17 consecutive quarters of positive comparable sales growth in
    the United States and Canada, including comparable sales growth
    of 5.5% for the fourth quarter of fiscal 2008;
    all-time high annual worldwide revenues of $2.5 billion for
    fiscal 2008, a 10% increase from the prior year;
    all-time high worldwide average restaurant sales for fiscal 2008
    of $1.3 million system-wide and $1.4 million for
    Company restaurants for the same period;
    continued acceleration of system-wide restaurant growth with
    282 net new openings during fiscal 2008;
    net growth of 24 restaurants in the United States and Canada,
    the first time we have increased our restaurant count in this
    segment in six years;
    worldwide system restaurant count of 11,565 at June 30,
    2008, our highest restaurant count in the history of the brand;
    restaurant openings in four new international markets: Colombia,
    Romania, Bulgaria and Curaçao;
    execution of our portfolio management strategy, including
    strategic acquisitions of 83 restaurants and 38 refranchisings;
    award-winning advertising and promotion programs focused on our
    core customers;
    continued high guest satisfaction scores, as well as speed of
    service and cleanliness scores; and
    net income up 28% to $190 million and diluted earnings per
    share up 28% to $1.38 per share for fiscal 2008 compared to
    fiscal 2007.  Key
    Business Measures
   44




---



##### Table of Contents



Comparable
    Sales Growth
    For theFiscal Years Ended June 30,2008


2007


2006(In constant currencies)Company Comparable Sales Growth:United States & Canada


2.6
%


2.1
%


2.0
%EMEA/APAC


3.8
%


2.2
%


(0.7
)%Latin America


1.8
%


1.1
%


(1.7
)%Total Company Comparable Sales Growth


2.9
%


2.1
%


1.1
%Franchise Comparable Sales Growth:United States & Canada


5.8
%


3.8
%


2.6
%EMEA/APAC


5.6
%


3.1
%


0.1
%Latin America


4.5
%


3.7
%


2.8
%Total Franchise Comparable Sales Growth


5.7
%


3.6
%


2.0
%System-wide Comparable Sales Growth:U.S. & Canada


5.4
%


3.6
%


2.5
%EMEA/APAC


5.4
%


3.0
%


0.0
%Latin America


4.3
%


3.5
%


2.5
%Total System-wide Comparable Sales Growth


5.4
%


3.4
%


1.9
%     A-1 Tendercrisp BK BK Spicy ChickN
    Crisp® BK
    Wrapper tm Whopper th Whopper Whopper The
    Simpsons tm Movie,
    Transformers tm SpongeBob
    SquarePants tm Snoopy ® Indiana
    Jones tm and the Kingdom of the Crystal
    Skull tm Iron
    Man tm The Incredible
    Hulk tm
  Angrytm Whopper ® King Ahorro BK
    Fusions tm
 45




---



##### Table of Contents



Whopper BK tm Stacker Whopper The
    Simpsons tm Movie,
    Transformers tm Scooby
    Doo tm Snoopy ® Indiana
    Jones tm and the Kingdom of the Crystal
    Skull tm Iron
    Man tm
  BK
    Stacker Double
    Whopper® Whopper BK Spider-Mantm SpongeBob Pest of the
    West tm Fantastic
    4 tm Xbox®
  Spider-Man tm Spider-Man tm Have It Your Way
  Have It Your Way
  Average
    Restaurant Sales
    For theFiscal Years Ended June 30,2008


2007


2006(In thousands)Average Restaurant Sales

$
1,301


$
1,193


$
1,126       Sales
    Growth
   46




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##### Table of Contents



For theFiscal Years Ended June 30,2008


2007


2006(In constant currencies)Sales Growth:United States and Canada


6.0
%


3.0
%


0.2
%EMEA/APAC


12.6
%


7.9
%


5.0
%Latin America


13.1
%


13.3
%


13.0
%Total System-wide Sales Growth


8.3
%


4.9
%


2.1
%                   Factors
    Affecting Comparability of Results
  Termination
    of Global Headquarters Lease
  18-month
 47




---



##### Table of Contents



See
    Note 15 to the Consolidated Financial Statements in
    Part II, Item 8 of this
    Form 10-K.
  Our
    Global Realignment
    Results
    of Operations
    For the Fiscal Years Ended June 30,2008


2007


2006Increase/





Increase/Amount


Amount


(Decrease)


Amount


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

$
1,796


$
1,658



8
%

$
1,516



9
%Franchise revenues


537



460



17
%


420



10
%Property revenues


122



116



5
%


112



4
%Total revenues


2,455



2,234



10
%


2,048



9
%Company restaurant expenses


1,538



1,409



9
%


1,296



9
%Selling, general and administrative expenses


500



474



5
%


488



(3
)%Property expenses


62



61



2
%


57



7
%Fees paid to affiliates











%


39



*Other operating (income) expenses, net


1



(1
)


(200
)%


(2
)


(50
)%Total operating costs and expenses


2,101



1,943



8
%


1,878



3
%Income from operations


354



291



22
%


170



71
%Interest expense, net


61



67



(9
)%


72



(7
)%Loss on early extinguishment of debt






1



(100
)%


18



(94
)%Income before income taxes


293



223



31
%


80



179
%Income tax expense


103



75



37
%


53



42
%Net income

$
190


$
148



28
%

$
27



448
%   
  *
    
    Not meaningful  Fiscal
    Year Ended June 30, 2008 Compared to Fiscal Year Ended
    June 30, 2007
  Revenues
  Company
    Restaurant Revenues
   48




---



##### Table of Contents



Franchise
    Revenues
          Property
    Revenues
       49




---



##### Table of Contents



Operating
    Costs and Expenses
  Food,
    Paper and Product Costs
          Payroll
    and Employee Benefits
         50




---



##### Table of Contents



Occupancy
    and Other Operating Costs
          Selling,
    General and Administrative Expenses
    Share-based Payment
 51




---



##### Table of Contents



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


2007(In millions)Income from Operations:United States and Canada

$
348


$
336EMEA/APAC


92



54Latin America


41



35Unallocated


(127
)


(134
)Total income from operations

$
354


$
291   Disclosures about Segments of
    an Enterprise and Related Information.
   52




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##### Table of Contents



Interest
    Expense, Net
    Income
    Tax Expense
    See Note 14 to our consolidated financial statements for
    further information regarding our effective tax rate. See
    Item 1A Risk Factors in Part I of this
    report for a discussion regarding our ability to utilize foreign
    tax credits and estimate deferred tax assets.
  Net
    Income
    Fiscal
    Year Ended June 30, 2007 Compared to Fiscal Year Ended
    June 30, 2006
  Revenues
  Company
    Restaurant Revenues
     53




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##### Table of Contents



Franchise
    Revenues
          Property
    Revenues
       54




---



##### Table of Contents



Operating
    Costs and Expenses
  Food,
    Paper and Product Costs
          Payroll
    and Employee Benefits
          Occupancy
    and Other Operating Costs
     55




---



##### Table of Contents



Selling,
    General and Administrative Expenses
  Have It Your Way Whopper
    Property
    Expenses
  non-restaurant
  Fees
    Paid to Affiliates
  During fiscal 2007, we incurred no fees to
    affiliates.
 56




---



##### Table of Contents



Other
    Operating (Income) Expense, Net
    Income
    from Operations
  For theFiscal YearsEndedJune 30,2007


2006(in millions)Income from Operations:United States and Canada

$
336


$
295EMEA/APAC


54



62Latin America


35



29Unallocated


(134
)


(216
)Total Income from Operations

$
291


$
170   See Note 21
    to our audited consolidated financial statements contained in
    this report for income from operations by segment.
       57




---



##### Table of Contents



Interest
    Expense, Net
    Loss
    on Early Extinguishment of Debt
    Income
    Tax Expense
    See Note 14 to our consolidated financial statements for
    further information regarding our effective tax rate. See
    Item 1A Risk Factors in Part I of this
    report for a discussion regarding our ability to utilize foreign
    tax credits.
  Net
    Income
    Liquidity
    and Capital Resources
  Overview
         58




---



##### Table of Contents



Comparative
    Cash Flows
  Operating
    Activities
      Investing
    Activities
       59




---



##### Table of Contents



For theFiscal Years EndedJune 30,2008


2007


2006(In millions)New restaurants

$
55


$
23


$
25Existing restaurants


102



47



46Other, including corporate


21



17



14Total

$
178


$
87


$
85       Financing
    Activities
      Contractual
    Obligations and Commitments
    Payment Due by PeriodLess Than








More ThanContractual Obligations

Total


1 Year


1-3 Years


3-5 Years


5 Years(In millions)Capital lease obligations

$
154


$
15


$
30


$
28


$
81Operating lease obligations


1,531



171



312



268



780Unrecognized tax benefits(1)


19



8



8



3



Long-term debt, including current portion and interest(2)


1,040



49



288



702



1Purchase commitments(3)


125



97



28







Total

$
2,869


$
340


$
666


$
1,001


$
862  60




---



##### Table of Contents



(1)
    
    The period of settlement related to
    $4 million of our total $23 million of unrecognized
    tax benefits can not be determined and therefore, this
    $4 million has been excluded from this table. See
    Note 14 to our consolidated financial statements for
    additional information regarding unrecognized tax benefits.(2)
    
    We have estimated our interest
    payments based on (i) current LIBOR rates, (ii) the
    portion of our debt we converted to fixed rates through interest
    rate swaps and (iii) the amortization schedule in our
    credit agreement.(3)
    
    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 20
    to the Consolidated Financial Statements in Part II,
    Item 8 of this
    Form 10-K
  Impact of
    Inflation
    Critical
    Accounting Policies and Estimates
      Long-lived
    Assets
    
    significant under-performance relative to expected
    and/or
    historical results (negative comparable sales or cash flows for
    two consecutive years); 61




---



##### Table of Contents




    significant negative industry or economic trends; or
    knowledge of transactions involving the sale of similar property
    at amounts below our carrying value.      
    management views profitability of the restaurants within the
    operating markets as a whole, based on cash flows generated by a
    portfolio of restaurants, rather than by individual restaurants
    and area managers receive incentives on this basis; and
    management does not evaluate individual restaurants to build,
    acquire or close independent of any analysis of other
    restaurants in these operating markets.    Accounting for
    the Impairment or Disposal of Long-Lived Assets.
  Impairment
    of Goodwill and Indefinite-lived Intangible Assets
  Business
    Combinations Burger King
  Goodwill and Other Intangible
    Assets.
  Disclosures About Segments of an Enterprise and Related
    Information
 62




---



##### Table of Contents



Accounting
    for Income Taxes
    Accounting for Uncertainty in Income Taxes, an
    interpretation of FASB Statement No. 109
      Insurance
    Reserves
     63




---



##### Table of Contents



Stock-based
    Compensation
  Form 10-K. Share-Based Payment
  Section D,
    Certain Assumptions Used in Valuation Methods
    New
    Accounting Pronouncements Issued But Not Yet
    Adopted
  The Fair Value Option for Financial Assets and
    Financial Liabilities, instrument-by-instrument
  Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements, an amendment of ARB No. 51.
 64




---



##### Table of Contents



Fair Value Measurements, FAS 157-1, Application of FASB Statement No. 157 to FASB
    Statement No. 13 and Other Accounting Pronouncements that
    Address Fair Value Measurements for Purposes of Lease
    Classification or Measurement under Statement
    No. 13 FAS 157-1 FAS 157-2, Effective Date of FASB Statement
    No. 157
    Disclosures about Derivative Instruments and Hedging
    Activities an amendment of FASB Statement
    No. 133
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk  Market
    Risk
    Foreign
    Currency Exchange Risk
   65




---



##### Table of Contents



Interest
    Rate Risk
    Accounting for
    Derivative Instruments and Hedging Activities,
  Commodity
    Price Risk
     66




---



##### Table of Contents



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


68Reports of Independent Registered Public Accounting Firm


69Consolidated Balance Sheets as of June 30, 2008 and 2007


71Consolidated Statements of Income for each of the years in the
    three-year period ended June 30, 2008


72Consolidated Statements of Stockholders Equity and
    Comprehensive Income for each of the years in the three-year
    period ended June 30, 2008


73Consolidated Statements of Cash Flows for each of the years in
    the three-year period ended June 30, 2008


74Notes to Consolidated Financial Statements


75  67




---



##### Table of Contents



Managements
    Report on Internal Control Over Financial
    Reporting      Internal
    Control  Integrated Framework
     68




---



##### Table of Contents



Report
    of Independent Registered Public Accounting Firm  
        Accounting for Uncertainty in Income Taxes, Employers Accounting for Defined Benefit Pension
    and Other Postretirement Plans  An Amendment of FASB
    Statements No. 87, 88, 106 and 132 (R) Share-Based
    Payment
  Internal
    Control  Integrated Framework
         69




---



##### Table of Contents



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




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES



Consolidated
    Balance Sheets  As of June 30,2008


2007(In millions, except share data)ASSETSCurrent assets:Cash and cash equivalents

$
166


$
170Trade and notes receivable, net


139



125Prepaids and other current assets, net


54



66Deferred income taxes, net


45



43Total current assets


404



404Property and equipment, net


961



879Intangible assets, net


1,055



986Goodwill


27



23Net investment in property leased to franchisees


135



142Other assets, net


105



83Total assets

$
2,687


$
2,517LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts and drafts payable

$
130


$
106Accrued advertising


77



64Other accrued liabilities


242



259Current portion of long term debt and capital leases


7



5Total current liabilities


456



434Term debt, net of current portion


869



871Capital leases, net of current portion


71



67Other deferrals and liabilities


360



334Deferred income taxes, net


86



95Total liabilities


1,842



1,801Commitments and Contingencies (Note 20)Stockholders equity:Preferred stock, $0.01 par value; 10,000,000 shares
    authorized; no shares issued or outstanding






Common stock, $0.01 par value; 300,000,000 shares
    authorized; 135,022,753 and 135,217,470 shares issued and
    outstanding at June 30, 2008 and 2007, respectively


1



1Restricted stock units






3Additional paid-in capital


601



574Retained earnings


290



134Accumulated other comprehensive income


(8
)


8Treasury stock, at cost; 2,042,887 and 673,430 shares at
    June 30, 2008 and 2007, respectively


(39
)


(4
)Total stockholders equity


845



716Total liabilities and stockholders equity

$
2,687


$
2,517    71




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES



Consolidated
    Statements of Income  Years Ended June 30,2008


2007


2006(In millions, exceptper share data)Revenues:Company restaurant revenues

$
1,796


$
1,658


$
1,516Franchise revenues


537



460



420Property revenues


122



116



112Total revenues


2,455



2,234



2,048Company restaurant expenses:Food, paper and product costs


564



499



470Payroll and employee benefits


535



492



446Occupancy and other operating costs


439



418



380Total Company restaurant expenses


1,538



1,409



1,296Selling, general and administrative expenses


500



474



488Property expenses


62



61



57Fees paid to affiliates










39Other operating (income) expenses, net


1



(1
)


(2
)Total operating costs and expenses


2,101



1,943



1,878Income from operations


354



291



170Interest expense


67



73



81Interest income


(6
)


(6
)


(9
)Total interest expense, net


61



67



72Loss on early extinguishment of debt






1



18Income before income taxes


293



223



80Income tax expense


103



75



53Net income

$
190


$
148


$
27Earnings per share:Basic

$
1.40


$
1.11


$
0.24Diluted

$
1.38


$
1.08


$
0.24Weighted average shares outstanding:Basic


135.1



133.9



110.3Diluted


137.6



136.8



114.7Dividends per common share

$
0.25


$
0.13


$
3.42    72




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES



Consolidated
    Statements of Stockholders Equity and Comprehensive
    Income  IssuedIssued


Common


Restricted


Additional





Accumulated OtherCommon


Stock


Stock


Paid-In


Retained


Comprehensive


TreasuryStock Shares


Amount


Units


Capital


Earnings


Income (Loss)


Stock


Total(In millions, except per share information)Balances at June 30, 2005


107


$
1


$
2


$
406


$
76


$
(6
)

$
(2
)

$
477Issuance of common stock including option exercises, net


26











399















399Stock option tax benefits














7















7Issuance of restricted stock units










3



















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














(267
)


(100
)










(367
)Comprehensive income:Net income


















27











27Foreign currency translation adjustment






















2







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






















16







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






















3







3Total comprehensive income






























48Balances at June 30, 2006


133


$
1


$
5


$
545


$
3


$
15


$
(2
)

$
567Stock option exercises


2











8















8Stock option tax benefits














14















14Stock-based compensation














5















5Treasury stock purchases


























(2
)


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










(2
)


2















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


















(17
)










(17
)Comprehensive income:Net income


















148











148Foreign currency translation adjustment






















(5
)






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






















(5
)






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






















(3
)






(3
)Total comprehensive income






























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






















6







6Balances at June 30, 2007


135


$
1


$
3


$
574


$
134


$
8


$
(4
)

$
716Stock option exercises


1











4















4Stock option tax benefits














9















9Stock-based compensation














11















11Treasury stock purchases


(1
)






















(35
)


(35
)Issuance of shares upon settlement of restricted stock units










(3
)


3















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


















(34
)










(34
)Comprehensive income:Net income


















190











190Foreign currency translation adjustment






















(2
)






(2
)Cash flow hedges:Net change in fair value of derivatives, net of tax of $4






















(6
)






(6
)Amounts reclassified to earnings during the period, net of tax
    of $1






















(1
)






(1
)Pension and post-retirement benefit plans, net of tax of $4






















(7
)






(7
)Total comprehensive income






























174Balances at June 30, 2008


135


$
1


$



$
601


$
290


$
(8
)

$
(39
)

$
845    73




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Consolidated
    Statements of Cash Flows
  Years Ended June 30,2008


2007


2006(In millions)Cash flows from operating activities:Net income

$
190


$
148


$
27Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


96



89



88Gain on hedging activities


(2
)


(4
)


Gain on remeasurement of foreign denominated transactions


(56
)


(23
)


Gain on asset sales and release of unfavorable lease obligation


(17
)


(11
)


(1
)Bad debt recoveries, net of provisions


(3
)


(4
)


(2
)Pension curtailment gain










(6
)Loss on early extinguishment of debt






1



18Stock-based compensation


11



5



1Deferred income taxes


20



10



68Changes in current assets and liabilities, excluding
    acquisitions and dispositions:Trade and notes receivable


(9
)


(13
)


7Prepaids and other current assets


15



(17
)


(4
)Accounts and drafts payable


21



5



8Accrued advertising


11



14



(10
)Other accrued liabilities


(6
)


(101
)


(30
)Payment of interest on PIK notes










(103
)Other long-term assets and liabilities, net


(28
)


11



6Net cash provided by operating activities


243



110



67Cash flows from investing activities:Purchases of available-for-sale securities






(350
)


Proceeds from sale of available-for-sale securities






350



Payments for property and equipment


(178
)


(87
)


(85
)Proceeds from asset disposals and restaurant closures


27



22



18Payments for acquired franchisee operations, net of cash acquired


(54
)


(17
)


(8
)Return of investment on direct financing leases


7



7



7Other investing activities


(1
)


(2
)


1Net cash used for investing activities


(199
)


(77
)


(67
)Cash flows from financing activities:Proceeds from term debt and credit facility


50



1



2,143Repayments of term debt, credit facility and capital leases


(56
)


(131
)


(2,329
)Payments for financing costs










(19
)Proceeds from sale of common stock, net of offering costs










399Proceeds from stock option exercises


4



8



Dividends paid on common stock


(34
)


(17
)


(367
)Excess tax benefits from stock-based compensation


9



14



Repurchase of common stock


(35
)


(2
)


Net cash used for financing activities


(62
)


(127
)


(173
)Effect of exchange rates on cash and cash equivalents


14



5



Decrease in cash and cash equivalents


(4
)


(89
)


(173
)Cash and cash equivalents at beginning of year


170



259



432Cash and cash equivalents at end of year

$
166


$
170


$
259Supplemental cashflow disclosures:Interest paid(1)

$
65


$
61


$
180Income taxes paid(2)

$
74


$
151


$
16Non-cash investing and financing activities:Acquisition of property with capital lease obligations

$
9


$
8


$
13   
  (1)
    
    Amount for the year ended
    June 30, 2007 is net of $13 million received upon
    termination of interest rate swaps. Amount for the year ended
    June 30, 2006 included $103 million of interest paid
    on PIK notes.(2)
    
    Amount for the year ended
    June 30, 2007 includes $82 million in income taxes
    incurred, resulting from the realignment of the Companys
    European and Asian businesses.   74




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes
    to Consolidated Financial Statements
  Note 1.
    Description
    of Business and Organization  Description
    of Business
  Burger King
      Organization
  Business Combinations.
  Initial
    Public Offering and Secondary Offerings by the
    Sponsors
     75




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Note 2.
    Summary
    of Significant Accounting Policies  Basis
    of Presentation and Consolidation
  Consolidation of Variable Interest Entities 
    an interpretation of ARB No. 51,
  Correction
    of Immaterial Error Related to Prior Periods
  Statement of Cash Flows. Materiality,
  Concentrations
    of Risk
    Burger King
  Use of
    Estimates
    Foreign
    Currency Translation
   76




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Foreign
    Currency Transaction Gain or Losses
    Cash
    and Cash Equivalents
    Auction
    Rate Securities Available for Sale
    Allowance
    for Doubtful Accounts
    Accounting by Creditors
    for Impairment of a Loan Accounting by Creditors for Impairment of a
    Loan  Income Recognition and Disclosures.
  Inventories
  (first-in,
  Property
    and Equipment, net
   77




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Leases
  Accounting for Leases,
          Goodwill
    and Intangible Assets Not Subject to Amortization
  Business
    Combinations. Burger King
  Goodwill and
    Other Intangible Assets. Disclosures About
    Segments of an Enterprise and Related Information.
     78




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##### Table of Contents



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




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Disclosures
    About Fair Value of Financial Instruments
  Cash and cash equivalents, trade accounts and notes
    receivable and accounts and drafts payable:
  Restricted investments:
  Debt, including current maturities:
  Revenue
    Recognition
  Accounting for Franchise Fee
    Revenue,
  Advertising
    and Promotional Costs
     80




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Income
    Taxes
  Accounting for Income
    Taxes.
    Accounting for Uncertainty
    in Income Taxes, an interpretation of FASB Statement
    No. 109
  Earnings
    per Share
    Stock-based
    Compensation
  Share-Based Payment Accounting for Stock-Based
    Compensation, Accounting for Stock Issued to
    Employees,
   81




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Retirement
    Plans
      No. 97-14, Accounting for Deferred Compensation Arrangements Where
    Amounts Earned Are Held in a Rabbi Trust and Invested.
  Accounting for Certain
    Investments in Debt and Equity Securities,
   82




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Note 3.
    Stock-based
    Compensation  Form S-1
         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
        Section D, Certain Assumptions Used in Valuation
    Methods
      Years Ended June 30,2008

2007Risk-free interest rate

3.17% - 4.40%

4.49% - 5.34%Expected term (in years)

6.25 - 6.50

6.25 - 6.50Expected volatility

29.35%

33.01%Expected dividend yield

0.88% - 1.07%(2)

0.00% - 1.20%(1)   
  (1)
    
    Weighted average 0.54%(2)
    
    Weighted average 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, 2007


5,251


$
9.28


$
89,593



Granted


1,287


$
23.60







Forfeited


(430
)

$
13.51







Exercised


(675
)

$
5.25







Cancelled


(8
)

$
7.21







Options outstanding as of June 30, 2008


5,425


$
12.89


$
75,446



7.15Options exercisable as of June 30, 2008


2,147


$
8.22


$
39,872



6.25         WeightedAverageTotal


GrantNumber of


Date FairNonvested Shares


Value(In 000s)Nonvested shares outstanding as of July 1, 2007


1,353


$
10.02Granted


616


$
23.95Vested & settled


(543
)

$
2.71Forfeited


(120
)

$
17.78Nonvested shares outstanding as of June 30, 2008


1,306


$
18.74Nonvested shares unvested as of June 30, 2008


1,224


$
18.82        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
  No. 04-1, Accounting for Pre-existing Relationships between
    parties to a Business Combination.
  Years Ended June 30,2008


2007


2006Number of restaurants acquired


83



64



50Prepaids and other current assets

$
1


$
1


$
Property and equipment, net


13



10



5Goodwill and other intangible assets


48



12



7Assumed liabilities


(8
)


(6
)


(4
)Total purchase price

$
54


$
17


$
8     Closures
    and Dispositions
    Years Ended June 30,2008


2007


2006Number of restaurant closures


29



24



14Number of refranchisings


38



15



6Net loss (gain) on restaurant closures, refranchisings and
    dispositions of assets

$
(10
)

$
(5
)

$
(3
)     Note 5.
    Franchise
    Revenues    Years Ended June 30,2008


2007


2006Franchise royalties

$
513


$
438


$
401Initial franchise fees


13



12



10Other


11



10



9Total

$
537


$
460


$
420  86




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Note 6.
    Trade and
    Notes Receivable, Net    As of June 30,2008


2007Trade accounts receivable

$
157


$
149Notes receivable, current portion


5



5162



154Allowance for doubtful accounts


(23
)


(29
)Total, net

$
139


$
125     Years Ended June 30,2008


2007


2006Beginning balance

$
29


$
32


$
29(Recoveries) provision for doubtful accounts, net


(3
)


(4
)


(2
)Write-offs and transfers (to) from notes receivable


(3
)


1



5Ending balance

$
23


$
29


$
32   Note 7.
    Property
    and Equipment, Net    As of June 30,2008


2007Land



$
389


$
372Buildings and improvements

(up to 40 years)


634



575Machinery and equipment

(up to 18 years)


279



259Furniture, fixtures, and other

(up to 10 years)


122



107Construction in progress




86



281,510



1,341Accumulated depreciation and amortization




(549
)


(462
)Property and equipment, net



$
961


$
879        87




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Note 8.
    Intangible
    Assets, Net and Goodwill  Burger King
    As of June 30,2008


2007Franchise agreements

up to 26 years

$
110


$
74Favorable leases

up to 20 years


36



27146



101Accumulated amortization




(26
)


(21
)Net carrying amount



$
120


$
80   No. 04-1,
    Note 9.
    Earnings
    Per Share    Years Ended June 30,2008


2007


2006Numerator:Numerator for basic and diluted earnings per share:Net income

$
189,806,833


$
148,123,057


$
27,401,649Denominator:Weighted average shares  basic


135,138,662



133,912,509



110,327,949Effect of dilutive securities


2,475,534



2,841,264



4,362,636Weighted average shares  diluted


137,614,196



136,753,773



114,690,585Basic earnings per share

$
1.40


$
1.11


$
0.24Diluted earnings per share

$
1.38


$
1.08


$
0.24  88




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Note 10.
    Other
    Accrued Liabilities and Other Deferrals and
    Liabilities      Note 11.
    Long-Term
    Debt    As of June 30,2008


2007Term Loan A

$
153


$
162Term Loan B-1


666



707Revolving Credit Facility


50



Other


2



3Total debt


871



872Less: current maturities of debt


(2
)


(1
)Total long-term debt

$
869


$
871   payment-in-kind
     89




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
                   90




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##### Table of Contents



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

$
22010


632011


1382012


6672013


Thereafter


1$
871       Note 12.
    Derivative
    Instruments  Interest
    Rate Swaps
        Foreign
    Currency Forward Contracts
   91




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Note 13.
    Interest
    Expense    Years Ended June 30,2008


2007


2006Term loans and PIK Notes

$
56


$
63


$
72Capital lease obligations


11



10



9Total

$
67


$
73


$
81     Note 14.
    Income
    Taxes    Years Ended June 30,2008


2007


2006Domestic

$
245


$
217


$
79Foreign


48



6



1Income before income taxes

$
293


$
223


$
80  92




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Years Ended June 30,2008


2007


2006Current:DomesticFederal

$
65


$
52


$
(16
)State, net of federal income tax benefit


8



5



(1
)Foreign


10



8



283



65



(15
)Deferred:DomesticFederal


10



8



50State, net of federal income tax benefit


1







5Foreign


9



2



1320



10



68Total

$
103


$
75


$
53     Years Ended June 30,2008


2007


2006U.S. Federal income tax rate


35.0
%


35.0
%


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


2.6



2.1



2.8Costs/(Benefit) and taxes related to foreign operations


7.4



(1.5
)


12.4Foreign tax rate differential


(5.3
)


(2.0
)


(1.3
)Foreign exchange differential on tax benefits


(0.6
)


(1.5
)


(1.9
)Change in valuation allowance


(3.1
)


3.1



0.9Change in accrual for tax uncertainties


(0.1
)


(2.0
)


18.4Other


(0.7
)


0.4



Effective income tax rate


35.2
%


33.6
%


66.3
%      93




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Years Ended June 30,2008


2007


2006Income tax expense from continuing operations

$
103


$
75


$
53Interest rate swaps in accumulated other comprehensive income
    (loss)


(4
)


(6
)


10Pension liability in accumulated other comprehensive income
    (loss)


(4
)


4



2Adjustments to deferred income taxes related to Brand


(2
)






(6
)Adjustments to the valuation allowance related to Brand


(7
)


(3
)


(12
)Stock option tax benefit in additional paid-in capital


9



14



7$
95


$
84


$
54     Years Ended June 30,2008


2007


2006Deferred income tax expense (exclusive of the effects of
    components listed below)

$
20


$
5


$
64Change in valuation allowance, net of amounts allocated as
    adjustments to purchase accounting


(7
)


5



1Change in effective state income tax rate






(2
)


Change in effective foreign income tax rate


7



2



3Total

$
20


$
10


$
68    94




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    As of June 30,2008


2007Deferred tax assets:Trade and notes receivable, principally due to allowance for
    doubtful accounts

$
16


$
21Accrued employee benefits


44



30Unfavorable leases


82



92Liabilities not currently deductible for tax


52



52Tax loss and credit carryforwards


88



78Property and equipment, principally due to differences in
    depreciation


72



72Other


1



3355



348Valuation allowance


(88
)


(98
)267



250Less deferred tax liabilities:Intangible assets


226



221Leases


47



48273



269Net deferred tax liability

$
6


$
19       Years Ended June 30,2008


2007


2006Beginning balance

$
98


$
89


$
78Change in estimates recorded to deferred income tax expense


(7
)


5



1Change in estimates in valuation allowance recorded to
    intangible assets


(7
)


(3
)


(12
)Change due to deferred tax assets that are fully reserved










20Change from foreign currency exchange rates


5



7



2Other


(1
)






Ending balance

$
88


$
98


$
89      95




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    ,
  Balance upon adoption at June 30, 2007

$
22Additions on tax position related to the current year


4Additions for tax positions of prior years


2Reductions for tax positions of prior years


(4
)Reductions for settlements


Reductions due to statute expiration


(1
)Balance at June 30, 2008

$
23         Note 15.
    Related
    Party Transactions   96




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
            Note 16.
    Leases      As of June 30,2008


2007Land

$
201


$
197Buildings and improvements


95



85Restaurant equipment


12



3308



285Accumulated depreciation


(35
)


(29
)$
273


$
256  97




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    As of June 30,2008


2007Future minimum rents to be received

$
306


$
330Estimated unguaranteed residual value


4



4Unearned income


(166
)


(183
)Allowance on direct financing leases


(1
)


(1
)143



150Current portion included within trade receivables


(8
)


(8
)Net investment in property leased to franchisees

$
135


$
142       Lease ReceiptsDirect





Lease CommitmentsFinancing


Operating


Capital


OperatingLeases


Leases


Leases


Leases2009

$
29


$
65


$
15


$
1712010


29



62



15



1622011


28



57



15



1502012


26



52



14



1382013


26



49



14



130Thereafter


168



317



81



780Total

$
306


$
602


$
154


$
1,531    98




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Years Ended June 30,2008


2007


2006Rental income:Minimum

$
79


$
76


$
74Contingent


21



16



14Total rental income


100



92



88Earned income on direct financing leases


22



24



24Total property revenues

$
122


$
116


$
112     Years Ended June 30,2008


2007


2006Rental expense:Minimum

$
150


$
155


$
151Contingent


7



7



6Amortization of favorable and unfavorable leases


(24
)


(25
)


(24
)Total rental expense

$
133


$
137


$
133           Note 17.
    Stockholders
    Equity  Capital
    Stock
   99




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##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Dividends
    Paid and Return of Capital
        Compensatory
    Make-Whole Payment
    Note 18.
    Pension
    and Post Retirement Medical Benefits  Pension
    Benefits
    Postretirement
    Medical Benefits
     100




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##### Table of Contents



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


International


U.S.Pension Plans


Pension Plans


Medical Plan2008


2007


2008


2007


2008


2007Change in benefit obligationBenefit obligation at beginning of year

$
146


$
142


$
20


$
20


$
22


$
22Service cost










2



2



1



1Interest cost


9



9



2



1



1



1Actuarial (gains) losses


(2
)


1



1



(3
)


(1
)


(1
)Benefits paid


(5
)


(6
)










(1
)


(1
)Benefit obligation at end of year


148



146



25



20



22



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


101



95



18



15







Actual return on plan assets


(2
)


9



1



2







Employer contributions


5



3



1



1







Benefits paid


(5
)


(6
)














Fair value of plan assets at end of year


99



101



20



18







Funded status of plan

$
(49
)

$
(45
)

$
(5
)

$
(2
)

$
(22
)

$
(22
)Amounts recognized in the consolidated balance sheet as of
    June 30, 2008Noncurrent assets

$



$



$



$
3


$



$
Current liabilities


(1
)


(1
)










(1
)


(1
)Noncurrent liabilities


(48
)


(44
)


(5
)


(5
)


(21
)


(21
)Net pension liability, end of fiscal year

$
(49
)

$
(45
)

$
(5
)

$
(2
)

$
(22
)

$
(22
)Amounts recognized in accumulated other comprehensive income
    (AOCI)Unrecognized actuarial loss (gain)

$
7


$
(2
)

$
(1
)

$
(5
)

$
(4
)

$
(3
)Total AOCI (before tax)

$
7


$
(2
)

$
(1
)

$
(5
)

$
(4
)

$
(3
)    101




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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 Plans


Pension Plans


Medical Plan2008


2007


2008


2007


2008


2007Projected benefit obligation

$
148


$
146


$
6


$
5


$
22


$
22Accumulated benefit obligation

$
148


$
146


$
5


$
5


$
22


$
22Fair value of plan assets

$
99


$
101


$



$



$



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


International Pension Plans


U.S. Medical Plans2008


2007


2006


2008


2007


2006


2008


2007


2006Service cost

$



$



$
3


$
2


$
2


$
2


$
1


$
1


$
1Interest cost


9



8



9



1



1



1



1



1



1Expected return on plan assets


(8
)


(8
)


(8
)


(1
)


(1
)


(1
)










Curtailment gain










(6
)






















Amortization of prior service cost










1























Net periodic benefit cost

$
1


$



$
(1
)

$
2


$
2


$
2


$
2


$
2


$
2   Other
    Changes in Plan Assets and Projected Benefit Obligation
    Recognized in Other Comprehensive Income
  International


U.S. MedicalU.S. Pension Plans


Pension Plans


Plan2008


2008


2008Unrecognized actuarial (gain) loss

$
8


$
4


$
(1
)Total recognized in other comprehensive income

$
8


$
4


$
(1
)   Assumptions
    U.S. Pension Plans


U.S. Medical Plan2008


2007


2006


2008


2007


2006Discount rate as of year-end


6.10
%


6.07
%


6.09
%


6.10
%


6.07
%


6.09
%Range of compensation rate increase


N/A
*


N/A
*


4.75
%


N/A



N/A



N/A   
  *
    
    The Company curtailed the U.S Pension Plans during the year
    ended June 30, 2006. 102




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##### Table of Contents



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


U.S. Medical Plan2008


2007


2006


2008


2007


2006Discount rate


6.07
%


6.09
%


5.86
%


6.07
%


6.09
%


5.86
%Range of compensation rate increase


N/A
*


N/A
*


4.75
%


N/A



N/A



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


8.25
%


8.25
%


8.75
%


N/A



N/A



N/A   
  *
    
    The Company curtailed the U.S Pension Plans during the year
    ended June 30, 2006.      Years Ended June 30,2008


2007


2006Healthcare cost trend rate assumed for next year


9.00
%


10.00
%


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


5.00
%


5.00
%


5.00
%Year that the rate reaches the ultimate trend rate


2016



2016



2016     Plan
    Assets
        U.S.


InternationalPension Plans


Pension PlansEquity securities


70
%


71
%Debt securities


30
%


29
%100
%


100
%    103




---



##### Table of Contents



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


International


U.S.Pension Plans


Pension Plans


Medical Plan*Estimated Net Contributions During Fiscal 2009:

$
13


$



$
1Estimated Future Year Benefit Payments During Years Ended
    June 30,:2009

$
6


$



$
12010


6







12011


6







12012


7







12013


7







22014 - 2018


45



3



9   
  *
    
    Net of Part D Subsidy  Note 19.
    Other
    Operating (Income) Expenses, Net    Years Ended June 30,2008


2007


2006Net gains on disposal of assets and restaurant closures

$
(10
)

$
(5
)

$
(3
)Net recovery of investments










(2
)Litigation settlements and reserves


1



2



Other, net


10



2



3Other operating (income) expenses, net

$
1


$
(1
)

$
(2
)        104




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Note 20.
    Commitments
    and Contingencies  Franchisee
    Restructuring Program
    10-year
    Guarantees
      Letters
    of Credit
      Vendor
    Relationships
  Coca-Cola ®
 105




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Coca-Cola
      Litigation
      Other
    Note 21.
    Segment
    Reporting     106




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Years Ended June 30,2008


2007


2006Revenues:United States and Canada

$
1,579


$
1,451


$
1,382EMEA/APAC


761



681



576Latin America


115



102



90Total revenues

$
2,455


$
2,234


$
2,048     Years Ended June 30,2008


2007


2006Income from Operations:United States and Canada

$
348


$
336


$
295EMEA/APAC


92



54



62Latin America


41



35



29Unallocated


(127
)


(134
)


(216
)Total income from operations


354



291



170Interest expense, net


61



67



72Loss on early extinguishment of debt






1



18Income before income taxes


293



223



80Income tax expense


103



75



53Net income

$
190


$
148


$
27   Years Ended June 30,2008


2007


2006Depreciation and Amortization:United States and Canada

$
64


$
61


$
60EMEA/APAC


14



13



9Latin America


5



4



3Unallocated


13



11



16Total depreciation and amortization

$
96


$
89


$
88   107




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  As of June 30,2008


2007Assets:United States and Canada

$
1,926


$
1,843EMEA/APAC


660



587Latin America


67



58Unallocated


34



29Total assets

$
2,687


$
2,517   As of June 30,2008


2007Long-Lived Assets:United States and Canada

$
886


$
827EMEA/APAC


131



125Latin America


45



40Unallocated


34



29Total long-lived assets

$
1,096


$
1,021     Years Ended June 30,2008


2007


2006Capital Expenditures:United States and Canada

$
122


$
41


$
43EMEA/APAC


29



25



17Latin America


9



8



10Unallocated


18



13



15Total capital expenditures

$
178


$
87


$
85    108




---



##### Table of Contents



BURGER
    KING HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Note 22.
    Quarterly
    Financial Data (Unaudited)    Quarters EndedJune 30, 2008


March 31, 2008


December 31, 2007


September 30, 2007Revenue

$
646


$
594


$
613


$
602Operating income

$
82


$
81


$
95


$
96Net income

$
51


$
41


$
49


$
49Basic earnings per share

$
0.38


$
0.30


$
0.36


$
0.36Diluted earnings per share

$
0.37


$
0.30


$
0.36


$
0.35   Quarters EndedJune 30, 2007


March 31, 2007


December 31, 2006


September 30, 2006Revenue

$
590


$
539


$
559


$
546Operating income

$
72


$
62


$
75


$
82Net income

$
36


$
34


$
38


$
40Basic earnings per share

$
0.26


$
0.25


$
0.28


$
0.30Diluted earnings per share

$
0.26


$
0.25


$
0.28


$
0.30     Note 23.
    Subsequent
    Events     109




---



##### 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   110




---



##### 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 By-Laws of Burger King Holdings, Inc.

Incorporated herein by reference to the Burger King Holdings,
    Inc. Annual Report on
    Form 10-K
    dated August 31, 20064
.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) 111




---



##### 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
.3

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

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

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

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

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

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

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

Incorporated herein by reference to the Burger King Holdings,
    Inc. Registration Statement on
    Form S-1
    (File
    No. 333-131897) 112




---



##### Table of Contents



ExhibitNumber

Description

Where Found10
.7

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

Incorporated herein by reference to the Burger King Holdings,
    Inc. Registration Statement on
    Form S-1
    (File
    No. 333-131897)10
.8

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

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

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

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

Burger King Holdings, Inc. Equity Incentive Plan

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

Burger King Holdings, Inc. 2006 Omnibus Incentive Plan

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

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

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

Form of Management Restricted Unit Agreement

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

Form of Amendment to Management Restricted Unit Agreement

Incorporated herein by reference to the Burger King Holdings,
    Inc. Registration Statement on
    Form S-1
    (File
    No. 333-131897) 113




---



##### Table of Contents



ExhibitNumber

Description

Where Found10
.15

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

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

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

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

Form of 2003 Management Stock Option Agreement

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

Form of 2005 Management Stock Option Agreement

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

Form of Board Member Stock Option Agreement

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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




---



##### Table of Contents



ExhibitNumber

Description

Where Found10
.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
.38

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

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

Agreement of Termination and Cancellation of Lease

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

Burger King Savings Plan, including all amendments thereto

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

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

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

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

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

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

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

Form of Performance Award Agreement for Restricted Stock Units

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

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

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

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

Incorporated herein by reference to the Burger King Holdings,
    Inc. Quarterly Report on
    Form 10-Q
    dated February 5, 2008 115




---



##### Table of Contents



ExhibitNumber

Description

Where Found10
.47

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

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

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

Incorporated herein by reference to the Burger King Holdings,
    Inc. Quarterly Report on
    Form 10-Q
    dated May 5, 200814
.1

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

Incorporated herein by reference to the Burger King Holdings,
    Inc. Annual Report on
    Form 10-K
    dated September 7, 200714
.2

Code of Ethics for Executive Officers

Incorporated herein by reference to the Burger King Holdings,
    Inc. Annual Report on
    Form 10-K
    dated September 7, 200714
.3

Code of Conduct for Directors

Incorporated herein by reference to the Burger King Holdings,
    Inc. Annual Report on
    Form 10-K
    dated September 7, 200721
.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 116




---



##### Table of Contents



Signatures
      By:

/s/  John
    W. ChidseyName:     John W. ChidseyTitle:       Chairman and
    Chief Executive OfficerDate:       August 28,
    2008     Signature

Title

Date/s/  John
    W. ChidseyJohn
    W. Chidsey

Chairman and Chief Executive Officer (principal executive
    officer)

August 28, 2008/s/  Ben
    K. WellsBen
    K. Wells

Chief Financial Officer 
    (principal financial and accounting officer)

August 28, 2008/s/  Richard
    W. BoyceRichard
    W. Boyce

Director

August 28, 2008/s/  David
    A. BrandonDavid
    A. Brandon

Director

August 28, 2008/s/  Ronald
    M. DykesRonald
    M. Dykes

Director

August 28, 2008Peter
    R. Formanek

Director

August   , 2008/s/  Manuel
    A. GarciaManuel
    A. Garcia

Director

August 28, 2008/s/  Sanjeev
    K. MehraSanjeev
    K. Mehra

Director

August 28, 2008/s/  Stephen
    G. PagliucaStephen
    G. Pagliuca

Director

August 28, 2008/s/  Brian
    SwetteBrian
    Swette

Director

August 28, 2008Kneeland
    C. Youngblood

Director

August   , 2008  117