Burger King 2009 Annual Report Download

Download and view the complete annual report

Please find the complete 2009 Burger King annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 225

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169
  • 170
  • 171
  • 172
  • 173
  • 174
  • 175
  • 176
  • 177
  • 178
  • 179
  • 180
  • 181
  • 182
  • 183
  • 184
  • 185
  • 186
  • 187
  • 188
  • 189
  • 190
  • 191
  • 192
  • 193
  • 194
  • 195
  • 196
  • 197
  • 198
  • 199
  • 200
  • 201
  • 202
  • 203
  • 204
  • 205
  • 206
  • 207
  • 208
  • 209
  • 210
  • 211
  • 212
  • 213
  • 214
  • 215
  • 216
  • 217
  • 218
  • 219
  • 220
  • 221
  • 222
  • 223
  • 224
  • 225

Burger King Holdings Inc ( BKC )
5505 BLUE LAGOON DRIVE
MIAMI, FL, 33126
305−378−3000
http://www.bk.com/
10−K
Annual report pursuant to section 13 and 15(d)
Filed on 8/27/2009
Filed Period 6/30/2009

Table of contents

  • Page 1
    Burger King Holdings Inc 5505 BLUE LAGOON DRIVE MIAMI, FL, 33126 305âˆ'378âˆ'3000 http://www.bk.com/ ( BKC ) 10âˆ'K Annual report pursuant to section 13 and 15(d) Filed on 8/27/2009 Filed Period 6/30/2009

  • Page 2
    ... Miami, Florida (Address of Principal Executive Offices) 33126 (Zip Code) Registrant's telephone number, including area code (305) 378âˆ'3000 Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange on Which Registered Common Stock, par value $0.01 per share New York Stock...

  • Page 3
    Part III incorporates certain information by reference from Registrant's definitive proxy statement for the 2009 annual meeting of stockholders, which proxy will be filed no later than 120 days after the close of the Registrant's fiscal year ended June 30, 2009.

  • Page 4
    ... fiscal year ending June 30, 2010. Unless the context otherwise requires, all references to "we", "us", "our" and "Company" refer to Burger King Holdings, Inc. and its subsidiaries. In this document, we rely on and refer to information regarding the restaurant industry, the quick service restaurant...

  • Page 5
    ... more than 50 years of operating history, we have developed a scalable and costâˆ'efficient quick service hamburger restaurant model that offers customers fast food at affordable prices. We generate revenues from three sources: retail sales at Company restaurants; franchise revenues, consisting of...

  • Page 6
    ... have one of the largest restaurant networks in the world, with 11,925 restaurants operating in 73 countries and U.S. territories, of which 4,692 are located in our international markets. During fiscal 2009, our franchisees opened restaurants in two new international markets, the Czech Republic and...

  • Page 7
    ...of this strategy, in fiscal 2009, we expanded our indulgent menu and launched limited time offers, tm including the Angry Whopper sandwich. At the other end of the barbell menu, we launched thetm ® tm valueâˆ'priced twoâˆ'pack BK Burger Shots and BK Breakfast Shots in the U.S., the King Deals in tm...

  • Page 8
    ... Canada Restaurant Operations Our restaurants are limitedâˆ'service restaurants of distinctive design and are generally located in highâˆ'traffic areas throughout the United States and Canada. As of June 30, 2009, 1,043 Company restaurants and 6,491 franchise restaurants were operating in the United...

  • Page 9
    ... sales. During fiscal 2009, we reimaged a total of 39 Company restaurants, with 71 reimaged restaurants since the inception of the initiative. New Restaurant Development. We employ a sophisticated and disciplined market planning and site selection process through which we identify trade areas...

  • Page 10
    ... the United States and Canada generated $1.3 billion in revenues in fiscal 2009, or 76% of our total United States and Canada revenues and 53% of our total worldwide revenues. We use our Company restaurants to test new products and initiatives before rolling them out to the wider Burger King system...

  • Page 11
    ... California Texas Michigan New York Ohio Illinois Florida Pennsylvania Georgia New Jersey Franchise Restaurant Count 669 430 333 316 310 304 295 236 204 186 The following is a list of the five largest franchisees in terms of restaurant count in the United States and Canada as of June 30, 2009...

  • Page 12
    ...Restaurant Design. Restaurants must offer certain global Burger King menu items. In many countries, special products developed to satisfy local tastes and respond to competitive conditions are also offered. Many restaurants are located in smaller, attached buildings without a driveâˆ'thru or in food...

  • Page 13
    .... The following is a list of the five largest franchisees in terms of restaurant count in EMEA/APAC as of June 30, 2009: Rank 1 2 3 4 5 Name Hungry Jack's Pty Ltd. Tab Gida Olayan Food Service Company System Restaurant Service Alâˆ'Homaizi Foodstuff Company Restaurant Count Location 284 247 109 99...

  • Page 14
    ... Company restaurants in Latin America, all located in Mexico, and 986 franchise restaurants in the segment as of June 30, 2009. We are the leader in 14 of the 27 countries and territories in which the Burger King system operates in Latin America, including Mexico and Puerto Rico, in terms of number...

  • Page 15
    ... business criteria. In fiscal 2000, we entered into longâˆ'term exclusive contracts with The Cocaâˆ'Cola Company and with Dr Pepper/Seven Up, Inc. to supply Company restaurants and franchise restaurants with their products, which obligate Burger King restaurants in the United States to purchase...

  • Page 16
    ...for the benefit of the Burger King system. We believe new product development is critical to our longâˆ'term success and is a significant factor behind our comparable sales growth. Product innovation begins with an intensive research and development process that analyzes each potential new menu item...

  • Page 17
    ... stores and grocery stores that offer menu items comparable to that of Burger King restaurants. We compete on the basis of product choice, quality, affordability, service and location. Our largest U.S. competitor, McDonald's, has significant international operations. Nonâˆ'FFHR based chains...

  • Page 18
    ... foreign investment. Working Capital Information about the Company's working capital (changes in current assets and liabilities) is included in Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 and in the Consolidated Statements of Cash Flows in...

  • Page 19
    ... to Investor Relations, Burger King Holdings, Inc., 5505 Blue Lagoon Drive, Miami, FL 33126. The Company's Chairman and Chief Executive Officer, John W. Chidsey, certified to the New York Stock Exchange (NYSE) on December 27, 2008, pursuant to Section 303A.12 of the NYSE's listing standards, that he...

  • Page 20
    ...2008. Mr. Ramirez has worked for Burger King Corporation for 25 years. From January 2002 to September 2008, Mr. Ramirez served as our President, Latin America. During his tenure, Mr. Ramirez has held several positions, including Senior Vice President of U.S. Franchise Operations and Development from...

  • Page 21
    ... to employ innovative and creative marketing strategies and offer superior value and quality, including the launching of new and limited time offer products; our intention to focus on our restaurant reimaging program; our ability to use proactive portfolio management to drive financial performance...

  • Page 22
    ... could suffer. In addition, negative publicity about our products could materially harm our business, results of operations and financial condition. In recent years, numerous companies in the fast food industry have introduced products positioned to capitalize on the growing consumer preference for...

  • Page 23
    ... purchase less expensive menu items, which would have a material adverse effect on our business, results of operations and financial condition. We purchase large quantities of beef and chicken in the United States, which represent approximately 20% and 11% of our food costs, respectively. The market...

  • Page 24
    ... higher sales. The failure of our franchisees to support our marketing programs and strategic initiatives could adversely affect our ability to implement our business strategy and could materially harm our business, results of operations and financial condition. Approximately 90% of our restaurants...

  • Page 25
    ...number of company restaurants, McDonald's and Wendy's may have a greater ability to implement operational initiatives and business strategies, including their marketing and advertising programs. Our franchisees are independent operators, and we have limited influence over their restaurant operations...

  • Page 26
    ... terms or at all in light of the history of financial distress among franchisees and prevailing market conditions. 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...

  • Page 27
    ... 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. These factors may increase in importance as we expect to open new Company and franchise restaurants in international markets as...

  • Page 28
    ... on our business, financial condition and results of operations. For example, the outbreak of the H1N1 flu pandemic in Mexico during fiscal 2009 resulted in the temporary closure of many of our restaurants in and around Mexico City and adversely affected our revenues and financial results. These...

  • Page 29
    ... Klein, our President, Global Marketing, Strategy and Innovation; Ben Wells, our Chief Financial Officer; Julio Ramirez, our Executive Vice President, Global Operations; and other key personnel who have extensive experience in the franchising and food industries. If we lose the services of any of...

  • Page 30
    ... guests, attract new guests at a steady rate and maintain guest satisfaction; the announcement or introduction of new or enhanced products by us or our competitors; significant marketing promotions that increase traffic to our stores; the amount and timing of operating costs and capital expenditures...

  • Page 31
    ... financial ratios, thereby reducing the availability of our cash flow for other purposes; • limit our ability to implement our growth strategy and strategic initiatives; or • limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate...

  • Page 32
    ... management resources, adverse publicity or a substantial judgment against us could negatively impact our business, results of operations, financial condition and brand reputation, hindering our ability to attract and retain franchisees and grow our business in the United States and internationally...

  • Page 33
    ... 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...

  • Page 34
    ... ways. In many of our markets, including the United States and Europe, we are subject to increasing regulation regarding our operations, which may significantly increase our cost of doing business. In developing markets, we face the risks associated with new and untested laws and judicial systems...

  • Page 35
    ... we do not adequately manage our financial reporting and information systems, our results of operations and financial condition could be adversely affected. Compliance with or cleanup activities required by environmental laws may hurt our business. We are subject to various federal, state, local and...

  • Page 36
    ... number of shares of our common stock may cause the market price of shares of our common stock to decline. Future sales of a substantial number of shares of our common stock, or the perception that such sales might occur, could cause the market price of our common stock to decline. The private...

  • Page 37
    ... as of June 30, 2009: Leased Building/ Land & Building 467 200 7 6 680 322 93 30 10 455 Owned(1) United States and Canada: Company restaurants Franchiseeâˆ'operated properties Nonâˆ'operating restaurant locations Offices Total International: Company restaurants Franchiseeâˆ'operated properties Non...

  • Page 38
    ... and low sales prices of our common stock as reported on the New York Stock Exchange and dividends declared per share of common stock for each of the quarters in fiscal 2009 and fiscal 2008: 2009 Dollars per Share: First Quarter Second Quarter Third Quarter Fourth Quarter Issuer Purchases of Equity...

  • Page 39
    ... we expect our cash flow to continue to strengthen. The terms of our credit facility limit our ability to pay cash dividends in certain circumstances. In addition, because we are a holding company, our ability to pay cash dividends on shares of our common stock may be limited by restrictions on our...

  • Page 40
    ... Stock Performance Graph This graph compares the cumulative total return of the Company's common stock to the cumulative total return of the S&P 500 Stock Index and the S&P Restaurant Index for the period from May 18, 2006 through June 30, 2009, the last trading day of the Company's fiscal year...

  • Page 41
    ...Item 8 of this report. For the Fiscal Years Ended June 30, 2008 2007 2006 (In millions, except per share data) 2009 Income Statement Data: Revenues: Company restaurant revenues Franchise revenues Property revenues Total revenues Company restaurant expenses: Food, paper and product costs Payroll and...

  • Page 42
    ...Fiscal Years Ended June 30, 2009 2008 2007 Segment Data: Company restaurant revenues (in millions): United States and Canada EMEA/APAC(8) Latin America(9) Total company restaurant revenues Company restaurant expenses as a percentage of revenue: United States and Canada Food, paper and products costs...

  • Page 43
    ... the Fiscal Years Ended June 30, 2009 2008 2007 Worldwide Food, paper and products costs Payroll and employee benefits Occupancy and other operating costs Total Company restaurant expenses Franchise revenues (in millions) (10): United States and Canada EMEA/APAC(8) Latin America(9) Total franchise...

  • Page 44
    ... all franchise restaurants and are revenues to our franchisees. We do not record franchise sales as revenues. (11) Unallocated includes corporate support costs in areas such as facilities, finance, human resources, information technology, legal, marketing, and supply chain management, which benefit...

  • Page 45
    ... industry. We are the second largest FFHR chain in the world as measured by number of restaurants and systemâˆ'wide sales. Our system of restaurants includes restaurants owned by us, as well as our franchisees. Our business operates in three reportable segments: the United States and Canada...

  • Page 46
    ... are closely tied to the success of our franchisees, and we are dependent on franchisees to open new restaurants and remodel their existing restaurants as part of our growth strategy. Our international operations are impacted by fluctuations in currency exchange rates. In Company markets located...

  • Page 47
    ... growth with 360 net new openings during fiscal 2009, the highest in almost a decade; over 90% of the increase came from markets outside the United States and Canada, the best international development year in our history; • allâˆ'time high annual worldwide revenues of $2.5 billion for fiscal 2009...

  • Page 48
    ... of our performance, as influenced by our strategic initiatives and those of our competitors. For the Fiscal Years Ended June 30, 2009 2008 2007 (In constant currencies) Company Comparable Sales Growth: United States & Canada EMEA/APAC Latin America Total Company Comparable Sales Growth Franchise...

  • Page 49
    ... more customers eating at home, heavy discounting by other restaurant chains and the H1N1 flu pandemic. Comparable sales growth in the United States and Canada for fiscal 2009 was driven primarily by our strategic pricing initiatives and barbell menu strategy focusing on indulgent products and value...

  • Page 50
    ...by restaurant openings and closures and comparable sales growth, as well as the effectiveness of our advertising and marketing initiatives and featured products. For the Fiscal Years Ended June 30, 2009 2008 2007 (In constant currencies) Sales Growth: United States and Canada EMEA/APAC Latin America...

  • Page 51
    ... of revenues earned by new restaurants. We had 7,512 restaurants in the United States and Canada as of June 30, 2008, compared to 7,488 restaurants as of June 30, 2007. EMEA/APAC demonstrated sales growth during fiscal 2009, reflecting net openings of new restaurants and comparable sales growth in...

  • Page 52
    ..."), including the net acquisition of 36 franchise restaurants during fiscal 2009, partially offset by $80.5 million of unfavorable impact from the significant movement of currency exchange rates. In the United States and Canada, Company restaurant revenues increased by $159.9 million, or 14...

  • Page 53
    ... a result of positive franchise comparable sales growth. Operating Costs and Expenses Food, paper and product costs Total food, paper and product costs increased by $39.4 million, or 7%, to $603.7 million in fiscal 2009, primarily as a result of the net addition of 69 Company restaurants during the...

  • Page 54
    ...69 Company restaurants during fiscal 2009, as well as increased labor costs in the United States and Canada and EMEA, partially offset by a $24.0 million favorable impact from the movement of currency exchange rates. As a percentage of Company restaurant revenues, payroll and employee benefits costs...

  • Page 55
    ... favorable impact from the movement of currency exchange rates in Canada. As a percentage of Company restaurant revenues, occupancy and other operating costs remained unchanged at 23.1% with the benefits derived from positive Company comparable sales growth of 0.5% (in constant currencies) and the...

  • Page 56
    ... of assets and restaurant closures, which includes the refranchising of Company restaurants in the United States and Canada and EMEA. Income from Operations For the Fiscal Years Ended June 30, 2009 2008 Income from Operations: United States and Canada EMEA/APAC Latin America Unallocated Total...

  • Page 57
    ... revenues, reflecting franchise comparable sales growth of 3.3% (in constant currencies). These factors reflect an $11.9 million unfavorable impact from the movement of currency exchange rates. In Latin America, income from operations decreased by $3.6 million, or 9%, to $37.8 million in fiscal 2009...

  • Page 58
    ... currency exchange rates, primarily in EMEA. In the United States and Canada, Company restaurant revenues increased by $89.8 million, or 8%, to $1.2 billion in fiscal 2008, primarily as a result of a net increase of 87 Company restaurants during fiscal 2008, including the acquisition of 56 franchise...

  • Page 59
    ... exchange rates in Canada. As a percentage of Company restaurant revenues, payroll and employee benefits costs remained relatively unchanged at 30.5% in fiscal 2008 compared to 30.4% in fiscal 2007, reflecting inflationary increases in salaries and wages, partially offset by Company comparable sales...

  • Page 60
    ... of foreign currency exchange rates, primarily in EMEA. As a percentage of Company restaurant revenues, occupancy and other operating costs decreased by 0.7% to 24.5% as a result of the benefits realized from the new flexible batch broilers in the United States and Canada, which includes accelerated...

  • Page 61
    ...of our adoption of Financial Accounting Standards Board ("FASB") Statement of Financial Accounting Standards ("SFAS") No. 123R, "Shareâˆ'based Payment" in fiscal 2007, which has resulted in stockâˆ'based compensation expense only for awards granted subsequent to our initial public offering. See Note...

  • Page 62
    ... term debt for fiscal 2009 was 5.1%, which included the benefit of interest rates swaps on 70.6% of our debt. For each of the years ended June 30, 2009 and 2008, we paid four quarterly dividends of $0.0625 per share of common stock, resulting in $34.1 million and $34.2 million, respectively, of cash...

  • Page 63
    ... third quarter of fiscal 2009, our board of directors approved, and we adopted a new share repurchase program to repurchase up to $200 million of our common stock in the open market from time to time prior to December 31, 2010. We intend to use a portion of our excess cash to repurchase shares under...

  • Page 64
    ... of Contents Capital expenditures for new restaurants include the costs to build new Company restaurants as well as properties for new restaurants that we lease to franchisees. Capital expenditures for existing restaurants consist of the purchase of real estate related to existing restaurants, as...

  • Page 65
    ... well as commitments to purchase advertising and other marketing services from third parties in advance on behalf of the Burger King system and obligations related to information technology and service agreements. See Notes 15 and 17 to our audited consolidated financial statements in Part II, Item...

  • Page 66
    ... and reacquired franchise rights, are grouped for impairment reviews at the country level. Other longâˆ'lived assets and related liabilities are grouped together for impairment reviews at the operating market level (based on geographic areas) in the case of the United States, Canada, the U.K. and...

  • Page 67
    ... of the purchase price over the fair value of assets acquired and liabilities assumed in our acquisitions of franchise restaurants, predominately in the United States, which are accounted for as business combinations. Our indefiniteâˆ'lived intangible asset consists of the Burger King brand (the...

  • Page 68
    ... us will be our fiscal year beginning on July 1, 2009. We do not anticipate that the adoption of SFAS No. 160 will have a significant impact on the Company. In June 2009, the FASB issued SFAS No. 166, "Accounting for Transfers of Financial Assets - an amendment of FASB Statement No. 140" ("SFAS No...

  • Page 69
    ... value of our earnings and cash flow associated with our foreign operations, as well as the translation of net asset or liability positions that are denominated in foreign currencies. In countries outside of the United States where we operate Company restaurants, we generally generate revenues...

  • Page 70
    ... expire at various dates during fiscal 2010. As a result, we purchase beef and other commodities at market prices, which fluctuate on a daily basis. The estimated change in Company restaurant food, paper and product costs from a hypothetical 10% change in average prices of our commodities would have...

  • Page 71
    ... Data BURGER KING HOLDINGS, INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Management's Report on Internal Control Over Financial Reporting Reports of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of June 30, 2009 and 2008 Consolidated Statements of...

  • Page 72
    ... in conditions, or that the degree of compliance with the policies or procedures may deteriorate. The effectiveness of the Company's internal control over financial reporting as of June 30, 2009 has been audited by KPMG LLP, the Company's independent registered public accounting firm, as stated in...

  • Page 73
    ... Burger King Holdings, Inc. and subsidiaries (the Company) as of June 30, 2009 and 2008, and the related consolidated statements of income, stockholders' equity and comprehensive income, and cash flows for each of the years in the threeâˆ'year period ended June 30, 2009. These consolidated financial...

  • Page 74
    ... Board (United States), the consolidated balance sheets of the Company as of June 30, 2009 and 2008, and the related consolidated statements of income, stockholders' equity and comprehensive income, and cash flows for each of the years in the threeâˆ'year period ended June 30, 2009, and our report...

  • Page 75
    ... BURGER KING HOLDINGS, INC. AND SUBSIDIARIES Consolidated Balance Sheets As of June 30, 2009 2008 (In millions, except share data) ASSETS Current assets: Cash and cash equivalents Trade and notes receivable, net Prepaids and other current assets, net Deferred income taxes, net Total current assets...

  • Page 76
    ... 1.08 133.9 136.8 0.13 2009 Revenues: Company restaurant revenues Franchise revenues Property revenues Total revenues Company restaurant expenses: Food, paper and product costs Payroll and employee benefits Occupancy and other operating costs Total Company restaurant expenses Selling, general and...

  • Page 77
    Table of Contents BURGER KING HOLDINGS, INC. AND SUBSIDIARIES Consolidated Statements of Stockholders' Equity and Comprehensive Income Issued Common Stock Shares Balances at June 30, 2006 Stock option exercises Stock option tax benefits Stockâˆ'based compensation Treasury stock purchases Issuance of...

  • Page 78
    Adjustment to adopt measurement provision under SFAS No 158, net of tax of $0.2 million Balances at June 30, 2009 134.8 $ 1.4 $ - $ 623.4 $ 455.4 $ (45.9) $ (59.5) $ 974.8 See accompanying notes to consolidated financial statements. 75

  • Page 79
    ...: Trade and notes receivable Prepaids and other current assets Accounts and drafts payable Accrued advertising Other accrued liabilities Other longâˆ'term assets and liabilities, net Net cash provided by operating activities Cash flows from investing activities: Purchases of availableâˆ'forâˆ'sale...

  • Page 80
    ... of the Company's advertising, new products and promotional programs. The Company's results of operations also fluctuate from quarter to quarter as a result of seasonal trends and other factors, such as the timing of restaurant openings and closings and the acquisition of franchise restaurants, as...

  • Page 81
    ... of the Company or its subsidiaries are reflected in earnings in the period when the exchange rates change and are included within other operating (income) expenses, net in the Consolidated Statements of Income. Cash and Cash Equivalents Cash and cash equivalents include shortâˆ'term, highly liquid...

  • Page 82
    ... the excess of the purchase price over the fair value of assets acquired and liabilities assumed in the Company's acquisitions of franchise restaurants, which are accounted for as business combinations. The Company's indefiniteâˆ'lived intangible asset consists of the Burger King brand (the "Brand...

  • Page 83
    ... and reacquired franchise rights, are grouped for impairment reviews at the country level. Other longâˆ'lived assets and related liabilities are grouped together for impairment testing at the operating market level (based on geographic areas) in the case of the United States, Canada, the U.K. and...

  • Page 84
    ...." The Company does not currently anticipate that full adoption of SFAS No. 157 in fiscal 2010 will materially impact the Company's results of operations or financial condition. SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an...

  • Page 85
    ... of Contents BURGER KING HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements - (Continued) Certain of the Company's derivatives are valued using various pricing models or discounted cash flow analyses that incorporate observable market parameters, such as interest rate yield...

  • Page 86
    ... BURGER KING HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements - (Continued) Income Taxes Amounts in the financial statements related to income taxes are calculated using the principles of SFAS No. 109, "Accounting for Income Taxes." Under SFAS No. 109, deferred tax assets...

  • Page 87
    ... and restricted stock units ("PBRS") and restricted stock units ("RSU") awards, vesting is based both on a performance condition and a service condition. For awards granted subsequent to the Company's adoption of SFAS No. 123R that have a cliffâˆ'vesting schedule, stockâˆ'based compensation cost is...

  • Page 88
    ... of Contents BURGER KING HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements - (Continued) Effective July 1, 2007, the Company funded $21.7 million into a rabbi trust established to invest compensation deferred under the ERP and fund future deferred compensation obligations...

  • Page 89
    ... years ended June 30, 2009, 2008 and 2007, respectively, are reported as financing cash flows. Equity Incentive Plan and 2006 Omnibus Incentive Plan The Company's Equity Incentive Plan and 2006 Omnibus Incentive Plan (collectively, "the Plans") permit the grant of stockâˆ'based compensation awards...

  • Page 90
    ... of Contents BURGER KING HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements - (Continued) method, the Company has determined that 6.25 years is an appropriate expected term for awards with fourâˆ'year graded vesting and 6.50 years for awards with fiveâˆ'year grading vesting...

  • Page 91
    ... BURGER KING HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements - (Continued) A summary of nonvested share activity under the Plans, which includes RSU's, Deferred Stock Awards, and PBRS awards, as of and for the year ended June 30, 2009 is as follows: Weighted Average Grant...

  • Page 92
    ... BURGER KING HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements - (Continued) Note 20). Gains and losses recognized in the current period may reflect closures and refranchisings that occurred in previous periods. Years Ended June 30, 2009 2008 2007 Number of restaurant...

  • Page 93
    ...years ended June 30, 2009, 2008 and 2007, respectively. Construction in progress represents new restaurant construction, reimaging (demolish and rebuild) and remodeling of existing and acquired restaurants. Note 9. Intangible Assets, Net and Goodwill The Burger King Brand, which had a carrying value...

  • Page 94
    Table of Contents BURGER KING HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements - (Continued) The table below presents intangible assets subject to amortization, along with their useful lives (in millions): As of June 30, 2009 2008 Franchise agreements Favorable leases ...

  • Page 95
    ... BURGER KING HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements - (Continued) Note 12. Longâˆ'Term Debt Longâˆ'term debt is comprised of the following: As of June 30, 2009 2008 Term Loan A Term Loan Bâˆ'1 Revolving Credit Facility Other Total debt Less: current maturities...

  • Page 96
    ... on a company's financial position, financial performance and cash flows. The Company adopted the disclosure provisions of SFAS No. 161 during the quarter ended March 31, 2009. The Company enters into derivative instruments for risk management purposes, including derivatives designated as hedging...

  • Page 97
    Table of Contents BURGER KING HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements - (Continued) The fair value of the Company's foreign currency forward contracts and interest rate swaps was determined based on the present value of expected future cash flows considering the ...

  • Page 98
    ... BURGER KING HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements - (Continued) compensation deferred by participants in the Company's Executive Retirement Plan and to fund future deferred compensation obligations. As of June 30, 2009 Carrying Value and Balance Sheet Location...

  • Page 99
    Table of Contents BURGER KING HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements - (Continued) Note 14. Interest Expense Interest expense consists of the following (in millions): Years Ended June 30, 2009 2008 2007 Term loans Capital lease obligations Total $ 47.2 10.1 $ 57...

  • Page 100
    Table of Contents BURGER KING HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements - (Continued) The U.S. Federal tax statutory rate reconciles to the effective tax rate as follows: Years Ended June 30, 2009 2008 2007 U.S. Federal income tax rate State income taxes, net of ...

  • Page 101
    ... of Contents BURGER KING HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements - (Continued) The significant components of deferred income tax expense (benefit) attributable to income from continuing operations are as follows (in millions): Years Ended June 30, 2009 2008 2007...

  • Page 102
    Table of Contents BURGER KING HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements - (Continued) Changes in valuation allowance are as follows: Years Ended June 30, 2009 2008 2007 Beginning balance Change in estimates recorded to deferred income tax expense Change in estimates ...

  • Page 103
    ... are individually material. The Company is currently under audit by the U.S. Internal Revenue Service for the years ended June 30, 2008 and June 30, 2007. The Company also has various state and foreign income tax returns in the process of examination. From time to time, these audits result in...

  • Page 104
    Table of Contents BURGER KING HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements - (Continued) Net investment in property leased to franchisees and other third parties under direct financing leases was as follows (in millions): As of June 30, 2009 2008 Future minimum rents to...

  • Page 105
    ... of Contents BURGER KING HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements - (Continued) Property revenues are comprised primarily of rental income from operating leases and earned income on direct financing leases with franchisees as follows (in millions): Years Ended June...

  • Page 106
    ... BURGER KING HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements - (Continued) Note 18. Stockholders' Equity Dividends Paid During each of the years ended June 30, 2009 and 2008, the Company declared four quarterly cash dividends of $0.0625 per share on its common stock...

  • Page 107
    ...year Service cost Interest cost Actuarial (gains) losses Employee Contributions Part D Rx Subsidy Received Foreign currency exchange rate changes Benefits paid Benefit obligation at end of year Change in plan assets Fair value of plan assets at beginning of year Actual return on plan assets Employer...

  • Page 108
    ... BURGER KING HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements - (Continued) U.S. Pension Plans 2009 2008 Amounts recognized in the consolidated balance sheet as of June 30, 2009 Current liabilities Noncurrent liabilities Net pension liability, end of fiscal year Amounts...

  • Page 109
    ... BURGER KING HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements - (Continued) Other Changes in Plan Assets and Projected Benefit Obligation Recognized in Other Comprehensive Income International Pension Plans 2009 2008 $ 0.4 $ 0.4 $ 4.0 $ 4.0 U.S. Medical Plan 2009 2008...

  • Page 110
    ... BURGER KING HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements - (Continued) Plan Assets The fair value of plan assets for U.S. Pension Plan as of June 30, 2009 and 2008 was $97.9 million and $99.0 million, respectively. The fair value of plan assets for the International...

  • Page 111
    Table of Contents BURGER KING HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements - (Continued) Note 20. Other Operating (Income) Expenses, Net Other operating (income) expenses, net, consist of the following (in millions): Years Ended June 30, 2009 2008 2007 Net gains on ...

  • Page 112
    ... the Company and its franchise restaurants with their products and obligating Burger King ® restaurants in the United States to purchase a specified number of gallons of soft drink syrup. These volume commitments are not subject to any time limit. As of June 30, 2009, the Company estimates that...

  • Page 113
    ... KING HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements - (Continued) On September 10, 2008, a purported class action lawsuit was filed against the Company in the United States District Court for the Northern District of California. The complaint alleged that all Burger King...

  • Page 114
    ... operations, depreciation and amortization, total assets, longâˆ'lived assets and capital expenditures by geographic segment (in millions): Years Ended June 30, 2008 2007 $ 1,578.5 760.8 115.4 $ 2,454.7 $ 1,450.9 681.3 101.5 $ 2,233.7 2009 Revenues: United States and Canada EMEA/APAC Latin America...

  • Page 115
    Table of Contents BURGER KING HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements - (Continued) As of June 30, 2009 2008 Assets: United States and Canada EMEA/APAC Latin America Unallocated Total assets $ 2,004.3 598.2 59.5 45.1 $ 2,707.1 $ 1,925.6 660.1 67.1 33.7 $ 2,686.5 ...

  • Page 116
    Table of Contents BURGER KING HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements - (Continued) Quarters Ended December 31, 2007 March 31, 2008 $ $ $ $ $ 612.6 95.1 49.1 0.36 0.36 $ $ $ $ $ 594.4 81.0 41.4 0.30 0.30 September 30, 2007 Revenue Operating income Net income Basic...

  • Page 117
    ... within the time periods specified in SEC rules and forms. Internal Control Over Financial Reporting The Company's management, including the CEO and CFO, confirm that there were no changes in the Company's internal control over financial reporting during the fiscal quarter ended June 30, 2009 that...

  • Page 118
    ... herein by reference to the Burger King the Company's 2009 Annual Meeting of Stockholders Holdings, Inc. Current Report on Form 8âˆ'K dated June 3, 2009. Form of Common Stock Certificate Incorporated herein by reference to the Burger King Holdings, Inc. Registration Statement on Form Sâˆ'1 (File No...

  • Page 119
    ...âˆ'Direct Investment Fund, L.P., Bain Capital Integral Investors, LLC, Bain Capital VII Coinvestment Fund, LLC and BCIP TCV, LLC Form of Management Subscription and Shareholders' Agreement among Burger King Holdings, Inc., Burger King Corporation and its officers Form of Board Member Subscription...

  • Page 120
    ... by reference to the Burger King Holdings, Inc. Registration Statement on Form Sâˆ'1 (File No. 333âˆ'131897) Burger King Corporation Fiscal Year 2006 Executive Team Incorporated herein by reference to the Burger King Restaurant Support Incentive Plan Holdings, Inc. Registration Statement on Form...

  • Page 121
    ... No. 333âˆ'131897) Form of Performance Award Agreement under the Burger Incorporated herein by reference to the Burger King King Holdings, Inc. 2006 Omnibus Incentive Plan Holdings, Inc. Current Report on Form 8âˆ'K dated August 14, 2006 Form of Special Management Stock Option Agreement among John...

  • Page 122
    ... to the Burger King Stock Units Holdings, Inc. Current Report on Form 8âˆ'K dated October 26, 2007 Option Award Agreement between Burger King Holdings, Incorporated herein by reference to the Burger King Inc. and Charles M. Fallon, Jr. dated June 6, 2006 Holdings, Inc. Quarterly Report on Form...

  • Page 123
    ...for Performance Based Restricted Stock under the Burger King Holdings, Inc. 2006 Omnibus Incentive Plan Code of Ethics for Executive Officers Code of Conduct for Directors List of Subsidiaries of the Registrant Consent of KPMG LLP Certification of Chief Executive Officer of Burger King Holdings, Inc...

  • Page 124
    ... undersigned, thereunto duly authorized. BURGER KING HOLDINGS, INC. By: /s/ John W. Chidsey Name: John W. Chidsey Title: Chairman and Chief Executive Officer Date: August 27, 2009 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following...

  • Page 125
    ... Burger King Corporation, a Florida corporation (together with any successor thereto, the "Company"), and John Chidsey ("Executive"). WHEREAS, Executive commenced employment with the Company on March 1, 2004 (the "Commencement Date"); and WHEREAS, Executive has served as the President and Chief...

  • Page 126
    ... 6. Annual Incentive Compensation. Executive shall be eligible to earn an annual bonus for each fiscal year of the Company ending during the Employment Period (each, an "Annual Bonus") as follows: (i) a target Annual Bonus equal to 100% of Executive's Base Salary for such fiscal year, if the Company...

  • Page 127
    ...thereunder. 7. Equity Incentive Arrangements. (a) Longâˆ'Term Incentive Compensation. Except as expressly provided for herein, (i) all options to purchase shares of common stock of Burger King Holdings, Inc. ("BKH," and such shares "BKH Shares") currently held by Executive as of the date hereof (the...

  • Page 128
    ... Annual Incentive Compensation. Executive shall be eligible to receive a target annual performanceâˆ'based restricted stock and option grant (the "Annual Equity Incentive") equal to 400% of Executive's Base Salary, in accordance with the terms and conditions of the 2006 Plan and any applicable grant...

  • Page 129
    ... with the terms and conditions of the Company's business expense reimbursement policy applicable to its senior executives, as in effect from time to time. Subject to Section 21(k)(iii) herein, during the Employment Period, Executive will be provided the opportunity to utilize a private charter jet...

  • Page 130
    ... without limitation, the Burger King Companies' Code of Business Ethics and Conduct, in each case as any such policy, procedure, rule or regulation may be amended from time to time in the Company's sole discretion; (iii) the failure by Executive to reasonably and substantially perform his duties...

  • Page 131
    ... Company's current principal office in Miami, Florida; provided that, except in the case of clause (iv) above, Executive shall have given the Company notice of the event or events constituting Good Reason and the Company shall have failed to cure such event or events within thirty (30) business days...

  • Page 132
    ... of Executive's Separation from Service due to his death), Executive executes and delivers to the Company, within the applicable period of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive's Date...

  • Page 133
    ... by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined below) for which Executive performs services, including but not limited to consulting services. Notwithstanding anything...

  • Page 134
    ...the Company or its Affiliates, including franchisees and suppliers. Confidential Information includes, without limitation, marketing plans, business plans, financial information and records, operation methods, personnel information, drawings, designs, information regarding product development, other...

  • Page 135
    ...access to any Company building, customer lists, computer disks, reports, files, eâˆ'mails, work papers, Work Product, documents, memoranda, records and software, computer access codes or disks and instructional manuals, internal policies, and other similar materials or documents which Executive used...

  • Page 136
    ... that the Company, directly or through its Affiliates, collects and processes data (including personal sensitive data and information retained in email) relating to Executive. Executive hereby agrees to such collection and processing and further agrees to execute the Burger King Corporation Employee...

  • Page 137
    ... inactions of Executive during the Employment Period as an officer, director or employee of the Company or any of its Subsidiaries or Affiliates or as a fiduciary of any benefit plan of any of the foregoing. The Company also agrees to provide Executive with directors and officers insurance coverage...

  • Page 138
    ...the "Auditor") jointly selected by the Company and Executive. The Auditor shall be a nationally recognized United States public accounting firm. Executive shall notify the Company in writing of any claim by the Internal Revenue Service which, if successful, would require Company to make a Grossâˆ'up...

  • Page 139
    ... no later than the end of Executive's taxable year next following Executive's taxable year in which the Excise Tax (and any income or other related taxes or interest or penalties thereon) on the relevant Payment are remitted to the Internal Revenue Service or any other applicable taxing authority or...

  • Page 140
    ... to it at: Burger King Corporation 5505 Blue Lagoon Drive Miami, Florida 33126âˆ'2029 Attention: Chief Human Resources Officer Telephone: 305âˆ'378âˆ'3755 Facsimile: 305âˆ'378âˆ'3189 (B) if to Executive, to him at his residential address as currently on file with the Company. (h) Voluntary Agreement...

  • Page 141
    ..., firm, partnership, limited liability company, association, corporation, company, trust, business trust, governmental authority or other entity. "Strategic Buyer": an entity that is engaged in the production of goods or the provision of services other than the investment of capital. Solely by way...

  • Page 142
    ..., the Company has duly executed this Agreement by its authorized representatives, and Executive has hereunto set his hand, in each case effective as of the date first above written. BURGER KING CORPORATION By: /s/ Peter Smith Name: Peter Smith Title: EVP, Chief Human Resources Officer EXECUTIVE...

  • Page 143
    ... Company may from timeâˆ'toâˆ'time transfer my personal data to the corporate office of the Company (currently located in Miami, Florida, United States of America), another subsidiary, an associated business entity or an agent of the Company, located either in the United States or in another country...

  • Page 144
    ... and secure the exclusive services of Executive on the terms and conditions set forth in this Agreement; WHEREAS, Executive desires to accept such employment on such terms and conditions; and WHEREAS, Executive currently is a party to an employment agreement with the Company dated as of July 1, 2007...

  • Page 145
    ... report directly to the Chief Executive Officer of the Company. Executive shall devote all of his skill, knowledge, commercial efforts and business time to the conscientious and good faith performance of his duties and responsibilities for the Company to the best of his ability. (c) Location...

  • Page 146
    ... end of the applicable fiscal year in which such Annual Bonus was earned. Executive shall be entitled to receive any Annual Bonus that becomes payable in a lumpâˆ'sum cash payment, or, at his election, (A) up to fifty percent (50%) of the Annual Bonus in the form of a grant of restricted stock units...

  • Page 147
    (b) During the Employment Period, Executive shall be eligible to receive a target annual performanceâˆ'based equity grants in accordance with the terms and conditions of the Omnibus Plan or such other plan providing for equityâˆ'based incentive compensation maintained by the Company for employees at...

  • Page 148
    ... by Executive of any of the Policies (as defined in Section 12); (iii) the failure by Executive to reasonably and substantially perform his ... the applicable Date of Separation from Service of such termination Without Cause, it is determined in good faith by the Board that Executive's employment could...

  • Page 149
    ...the reorganization of the Company's operations will not trigger this subâˆ'section (i) unless accompanied by a demotion from the "Executive Vice President" level); (ii) any decrease in Executive's Base Salary or a material decrease in the Executive's incentive compensation opportunities as set forth...

  • Page 150
    ...In the event of Executive's Separation from Service with the Company due to a termination of his employment by the Company Without Cause or Executive's resignation from employment for Good Reason during the Employment Period, the Company shall pay to Executive, within thirty (30) days of the Date of...

  • Page 151
    ... from Service and ending on the one (1) year anniversary of the Date of Separation from Service; (B) a portion of Executive's Annual Bonus for the fiscal year of the Company during which Executive was employed that includes the Date of Separation from Service, such portion to equal the product (such...

  • Page 152
    ...whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverage...

  • Page 153
    ...the Company or its Affiliates, including franchisees and suppliers. Confidential Information includes, without limitation, marketing plans, business plans, financial information and records, operation methods, personnel information, drawings, designs, information regarding product development, other...

  • Page 154
    ...quick serve restaurant business, provided that Executive shall be permitted to hold a one percent (1%) or less interest in the equity or debt securities of any publicly traded company. Executive's duties and responsibilities involve, and/or will affect, the operation and management of the Company on...

  • Page 155
    ...access to any Company building, customer lists, computer disks, reports, files, eâˆ'mails, work papers, Work Product, documents, memoranda, records and software, computer access codes or disks and instructional manuals, internal policies, and other similar materials or documents which Executive used...

  • Page 156
    ... payment of expenses in advance of final disposition of a proceeding) against actions or inactions of Executive during the Employment Period as an officer, director or employee of the Company or any of its Subsidiaries or Affiliates or as a fiduciary of any benefit plan of any of the foregoing. 13

  • Page 157
    ... provide Executive with directors and officers insurance coverage both during and, with regard to matters occurring during the Employment Period, after the Employment Period. Such coverage shall be at a level at least equal to the level being maintained at such time for the then current officers and...

  • Page 158
    ... in accordance with the laws of the State of Florida without reference to principles of conflicts of laws. (d) Taxes. The Company may withhold from any payments made under this Agreement all applicable taxes, including but not limited to income, employment and social insurance taxes, as shall be...

  • Page 159
    ... Company, to it at: Burger King Corporation 5505 Blue Lagoon Drive Miami, Florida 33126âˆ'2029 Attention: Chief Human Resources Officer Telephone: 305âˆ'378âˆ'3755 Facsimile: 305âˆ'378âˆ'3189 with a copy to: General Counsel Telephone: 305âˆ'378âˆ'7913 Facsimile: 305âˆ'378âˆ'7112 (B) if to Executive...

  • Page 160
    ... the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. "Person": any natural person, firm, partnership, limited liability company, association, corporation, company, trust, business trust, governmental authority or...

  • Page 161
    ..., the Company has duly executed this Agreement by its authorized representatives, and Executive has hereunto set his hand, in each case effective as of the date first above written. BURGER KING CORPORATION By: /s/ Peter C. Smith Name: Peter C. Smith Title: Chief Human Resources Officer Executive...

  • Page 162
    ... Company may from timeâˆ'toâˆ'time transfer my personal data to the corporate office of the Company (currently located in Miami, Florida, United States of America), another subsidiary, an associated business entity or an agent of the Company, located either in the United States or in another country...

  • Page 163
    ... and secure the exclusive services of Executive on the terms and conditions set forth in this Agreement; WHEREAS, Executive desires to accept such employment on such terms and conditions; and WHEREAS, Executive currently is a party to an employment agreement with the Company dated as of April 20...

  • Page 164
    ...serving in such position, including, without limitation, serving as the President of the Company's whollyâˆ'owned subsidiary Burger King Brands, Inc., and such other duties consistent with Executive's title and position as the Chief Executive Officer of the Company and the Board of Directors (or any...

  • Page 165
    ... end of the applicable fiscal year in which such Annual Bonus was earned. Executive shall be entitled to receive any Annual Bonus that becomes payable in a lumpâˆ'sum cash payment, or, at his election, (A) up to fifty percent (50%) of the Annual Bonus in the form of a grant of restricted stock units...

  • Page 166
    ... terms and conditions of the Company's business expense reimbursement policy applicable to executives at Executive's grade level, as in effect from time to time. Subject to Section 20(k)(iii) herein, during the Employment Period, the Company shall pay or reimburse Executive for the annual membership...

  • Page 167
    ... by Executive of any of the Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and substantially perform his ... the applicable Date of Separation from Service of such termination Without Cause, it is determined in good faith by the Board that Executive's employment could...

  • Page 168
    ... benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(i). For purposes of this Agreement, a termination of employment by Executive for "Good Reason" shall mean a resignation by Executive from his employment with the Company within thirty (30) days following...

  • Page 169
    ... provided that Executive executes and delivers to the Company, within the applicable period of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive's Date of Separation from Service, an irrevocable...

  • Page 170
    ...whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverage...

  • Page 171
    ... (as such term is defined below), in particular, trade secrets, proprietary information, customer lists, and other valuable business information of the Company pertaining or related to the quick service restaurant business. Executive agrees that Executive could cause grave harm to the Company if he...

  • Page 172
    ...the Company or its Affiliates, including franchisees and suppliers. Confidential Information includes, without limitation, marketing plans, business plans, financial information and records, operation methods, personnel information, drawings, designs, information regarding product development, other...

  • Page 173
    ... twelve (12) months of Executive's employment with the Company) (A) an employee of the Company or engaged to provide services to it, or (B) a franchisee of the Company or any of its Affiliates. 11. Work Product. Executive agrees that all of Executive's work product (created solely or jointly with...

  • Page 174
    building, customer lists, computer disks, reports, files, eâˆ'mails, work papers, Work Product, documents, memoranda, records and software, computer access codes or disks and instructional manuals, internal policies, and other similar materials or documents which Executive used, received or prepared...

  • Page 175
    ... inactions of Executive during the Employment Period as an officer, director or employee of the Company or any of its Subsidiaries or Affiliates or as a fiduciary of any benefit plan of any of the foregoing. The Company also agrees to provide Executive with directors and officers insurance coverage...

  • Page 176
    ... in accordance with the laws of the State of Florida without reference to principles of conflicts of laws. (d) Taxes. The Company may withhold from any payments made under this Agreement all applicable taxes, including but not limited to income, employment and social insurance taxes, as shall be...

  • Page 177
    ...as the party entitled to notice shall hereafter designate in accordance with the terms hereof): (A) If to the Company, to it at: Burger King Corporation 5505 Blue Lagoon Drive Miami, Florida 33126âˆ'2029 Attention: Chief Human Resources Officer Telephone: 305âˆ'378âˆ'3755 Facsimile: 305âˆ'378âˆ'3189...

  • Page 178
    ...event be paid later than the end of the calendar year next following the calendar year in which Executive incurs such expense or pays such related tax. With regard to any provision herein that provides for reimbursement of costs and expenses or inâˆ'kind benefits, except as permitted by Section 409A...

  • Page 179
    ..., the Company has duly executed this Agreement by its authorized representatives, and Executive has hereunto set his hand, in each case effective as of the date first above written. BURGER KING CORPORATION By: /s/ Peter C. Smith Name: Peter C. Smith Title: Chief Human Resources Officer Executive...

  • Page 180
    ... Company may from timeâˆ'toâˆ'time transfer my personal data to the corporate office of the Company (currently located in Miami, Florida, United States of America), another subsidiary, an associated business entity or an agent of the Company, located either in the United States or in another country...

  • Page 181
    ...May 9, 2005; WHEREAS, the Company desires to continue to employ and secure the exclusive services of Executive on the terms and conditions set forth in this Agreement; WHEREAS, Executive desires to accept such employment on such terms and conditions; and WHEREAS, Executive currently is a party to an...

  • Page 182
    ...and business time to the conscientious and good faith performance of his duties and responsibilities for the Company to the best of his ability. (c) Location. During the Employment Period, Executive's services shall be performed primarily in the Miamiâˆ'Dade metropolitan area. However, Executive may...

  • Page 183
    ... end of the applicable fiscal year in which such Annual Bonus was earned. Executive shall be entitled to receive any Annual Bonus that becomes payable in a lumpâˆ'sum cash payment, or, at his election, (A) up to fifty percent (50%) of the Annual Bonus in the form of a grant of restricted stock units...

  • Page 184
    ... terms and conditions of the Company's business expense reimbursement policy applicable to executives at Executive's grade level, as in effect from time to time. Subject to Section 20(k)(iii) herein, during the Employment Period, the Company shall pay or reimburse Executive for the annual membership...

  • Page 185
    ... by Executive of any of the Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and substantially perform his ... the applicable Date of Separation from Service of such termination Without Cause, it is determined in good faith by the Board that Executive's employment could...

  • Page 186
    ... benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(i). For purposes of this Agreement, a termination of employment by Executive for "Good Reason" shall mean a resignation by Executive from his employment with the Company within thirty (30) days following...

  • Page 187
    ... provided that Executive executes and delivers to the Company, within the applicable period of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive's Date of Separation from Service, an irrevocable...

  • Page 188
    ... from Service and ending on the one (1) year anniversary of the Date of Separation from Service; (B) a portion of Executive's Annual Bonus for the fiscal year of the Company during which Executive was employed that includes the Date of Separation from Service, such portion to equal the product (such...

  • Page 189
    ...whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverage...

  • Page 190
    ...the Company or its Affiliates, including franchisees and suppliers. Confidential Information includes, without limitation, marketing plans, business plans, financial information and records, operation methods, personnel information, drawings, designs, information regarding product development, other...

  • Page 191
    ...quick serve restaurant business, provided that Executive shall be permitted to hold a one percent (1%) or less interest in the equity or debt securities of any publicly traded company. Executive's duties and responsibilities involve, and/or will affect, the operation and management of the Company on...

  • Page 192
    ...access to any Company building, customer lists, computer disks, reports, files, eâˆ'mails, work papers, Work Product, documents, memoranda, records and software, computer access codes or disks and instructional manuals, internal policies, and other similar materials or documents which Executive used...

  • Page 193
    ... to indemnify Executive to the fullest extent permitted by its Certificate of Incorporation (including payment of expenses in advance of final disposition of a proceeding) against actions or inactions of Executive during the Employment Period as an officer, director or employee of the Company or any...

  • Page 194
    ...Affiliates or as a fiduciary of any benefit plan of any of the foregoing. The Company also agrees to provide Executive with directors and officers insurance coverage both during and, with regard to matters occurring during the Employment Period, after the Employment Period. Such coverage shall be at...

  • Page 195
    ... in accordance with the laws of the State of Florida without reference to principles of conflicts of laws. (d) Taxes. The Company may withhold from any payments made under this Agreement all applicable taxes, including but not limited to income, employment and social insurance taxes, as shall be...

  • Page 196
    ...as the party entitled to notice shall hereafter designate in accordance with the terms hereof): (A) If to the Company, to it at: Burger King Corporation 5505 Blue Lagoon Drive Miami, Florida 33126âˆ'2029 Attention: Chief Human Resources Officer Telephone: 305âˆ'378âˆ'3755 Facsimile: 305âˆ'378âˆ'3189...

  • Page 197
    ... the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. "Person": any natural person, firm, partnership, limited liability company, association, corporation, company, trust, business trust, governmental authority or...

  • Page 198
    ..., the Company has duly executed this Agreement by its authorized representatives, and Executive has hereunto set his hand, in each case effective as of the date first above written. BURGER KING CORPORATION By: /s Peter C. Smith Name: Peter C. Smith Title: Chief Human Resources Officer Executive...

  • Page 199
    ... Company may from timeâˆ'toâˆ'time transfer my personal data to the corporate office of the Company (currently located in Miami, Florida, United States of America), another subsidiary, an associated business entity or an agent of the Company, located either in the United States or in another country...

  • Page 200
    ...of Grant: Vesting Schedule: The number of Restricted Stock Units underlying your Individual Performance Award (the "Individual Award") is available at www.benefits.ml.com under the Grant Information section. July 1, [___] through and ending on June 30, [___] (the "Performance Period") [ 3 Year Cliff...

  • Page 201
    ...described in this section. The Company shall deliver to you that number of Shares equal to the number of RSUs earned pursuant to this Award Agreement (whether earned as of the end of the Performance Period pursuant to the section entitled "Determination of Number of RSUs Earned" above or pursuant to...

  • Page 202
    ... if the vesting schedule had been in equal annual installments over the vesting period. For example, if the earned RSUs under this Award equal 400 Shares, the cliff vesting period is four years, and you experience a Separation from Service with the Company in month 30 after the Date of Grant due to...

  • Page 203
    ... occurs prior to the end of the Performance Period, then as of the effective date of such Change in Control, the Company Performance Factor shall be deemed to be one, and you shall be deemed to have earned the number of RSUs equal to the number of Restricted Stock Units comprising your Individual...

  • Page 204
    ...events giving rise to Cause occurred. "Disability" means (i) a physical or mental condition entitling you to benefits under the longâˆ'term disability policy of the Company covering you or (2) in the absence of any such plan, a physical or mental condition rendering you unable to perform your duties...

  • Page 205
    ...shall promptly repay (in cash or in Shares), to the Company, the Fair Market Value of any Shares (including Shares withheld for taxes) received upon the settlement of RSUs during the period beginning on the date that is one year before the date of your termination and ending on the first anniversary...

  • Page 206
    ..., end of service payments, bonuses, longâˆ'service awards, pension or retirement benefits or similar payments; (g) neither this Individual Award nor any provision of this Award Agreement, the Plan or the policies adopted pursuant to the Plan confer upon you any right with respect to employment or...

  • Page 207
    ...exclusive purpose of implementing, administering and managing your participation in the Plan. You understand that the Company and the Employer may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance...

  • Page 208
    ... trading in its securities may limit or restrict your right to buy or sell Shares, including, without limitation, sales of Shares acquired in connection with your RSUs. You agree to comply with such securities law requirements and Company policies, as such laws and policies are amended from time...

  • Page 209
    ... to receive such documents by electronic delivery and agree to participate in the Plan through an onâˆ'line or electronic system established and maintained by the Company or another third party designated by the Company. Agreement Severable. In the event that any provision in this Award Agreement...

  • Page 210
    ... (this "Award Agreement"), capitalized terms will have the same meanings ascribed to them in the Burger King Holdings, Inc. 2006 Omnibus Incentive Plan (as it may be amended from time to time, the "Plan"). Pursuant to Section 10 of the Plan, you have been granted a Performance Award on the following...

  • Page 211
    ... is 90 days following beginning of performance period (or, if earlier, 1/4 of the way through performance period)] based on: Profit before Taxes. Settlement of Performance Shares. The Company shall deliver to you that number of Shares equal to the number of Performance Shares earned as of the end of...

  • Page 212
    ...as if the vesting schedule had been in equal annual installments over the vesting period. For example, if the earned Performance Shares under this Award equal 400 Shares, the cliff vesting period is four years, and your employment terminates in month 30 after the Date of Grant due to Disability, you...

  • Page 213
    ...events giving rise to Cause occurred. "Disability" means (i) a physical or mental condition entitling you to benefits under the longâˆ'term disability policy of the Company covering you or (2) in the absence of any such plan, a physical or mental condition rendering you unable to perform your duties...

  • Page 214
    ... of this Individual Award. Finally, you will pay to the Company or the Employer any amount of Taxâˆ'Related Items that the Company or the Employer may be required to withhold as a result of your participation in the Plan or your receipt of Performance Shares that cannot be satisfied by the means...

  • Page 215
    ... of this Award Agreement, the Plan or the policies adopted pursuant to the Plan confer upon you any right with respect to employment or continuation of current employment, and in the event that the Employee is not an employee of the Company, Performance Shares shall not be interpreted to form...

  • Page 216
    ..., including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Performance Shares or any other entitlement...

  • Page 217
    ..., without limitation, sales of Shares acquired in connection with your Performance Shares. You agree to comply with such securities law requirements and Company policies, as such laws and policies are amended from time to time. Entire Agreement; Dispute Resolution; Governing Law. The Plan, this...

  • Page 218
    The Company may, in its sole discretion, decide to deliver any documents related to Performance Shares awarded under the Plan or future Performance Shares that may be awarded under the Plan by electronic means or request your consent to participate in the Plan by electronic means. You hereby consent...

  • Page 219
    ...) Limited Burger King (Luxembourg) S.a r.l. Burger King (Shanghai) Commercial Consulting Co. Ltd. Burger King (Shanghai) Restaurant Company Ltd. Burger King (United Kingdom) Ltd. Burger King A.B. Burger King B.V. Burger King Beteiligungs GmbH Burger King Restaurant Operations of Canada, Inc. Burger...

  • Page 220
    ...Burger King UK Pension Plan Trustee Company Limited Burger Station B.V. Burger King Limited Citoyen Holding B.V. Distron Transportation Systems, Inc. Empire Catering Company Limited Empire International Restaurants Limited F.P.M.I. Food Services, Inc. Golden Egg Franchises Limited Hayescrest Limited...

  • Page 221
    ... ended June 30, 2009 and the effectiveness of internal control over financial reporting as of June 30, 2009, which reports appear in the June 30, 2009 annual report on Form 10âˆ'K of Burger King Holdings, Inc. Our report refers to changes in accounting for uncertainty in income taxes in fiscal year...

  • Page 222
    ... statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer...

  • Page 223
    ... statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer...

  • Page 224
    ... connection with the Annual Report on Form 10âˆ'K of Burger King Holdings, Inc. (the "Company") for the period ended June 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, John W. Chidsey, Chief Executive Officer of the Company, certify, pursuant to...

  • Page 225
    ... In connection with the Annual Report on Form 10âˆ'K of Burger King Holdings, Inc. (the "Company") for the period ended June 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Ben K. Wells, Chief Financial Officer of the Company, certify, pursuant to...