Burger King 2012 Annual Report Download

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FORM 10-K
Burger King Worldwide, Inc. - BKW
Filed: February 22, 2013 (period: December 31, 2012)
Annual report with a comprehensive overview of the company
The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user
assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be
limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Table of contents

  • Page 1
    Mornongstar ® Document Research ℠FORM 10-K Burger King Worldwide, Inc. - BKW Filed: February 22, 2013 (period: December 31, 2012 ) Annual report with a comprehensive overview of the company The information contained herein may not be copied, adapted or distributed and is not warranted to be ...

  • Page 2
    ... Rule 12b-2 of the Exchange Act). Yes ¨ No  The aggregate market value of the common equity held by non-affiliates of the registrant on June 30, 2012, computed by reference to the closing price for such stock on the New York Stock Exchange on such date, was $928,916,314. The number of shares...

  • Page 3
    ... and "Company" refer to Burger King Worldwide, Inc. and its subsidiaries. en 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...

  • Page 4
    ... an investment firm based in New York ("3G Capital"). On June 20, 2012, upon our merger with a subsidiary of Justice Holdings Limited ("Justice"), we changed our name to Burger King Worldwide, Inc. and listed our shares on the New York Stock Exchange under the symbol "BKW". Our Industry We operate...

  • Page 5
    ... promotions and premium limited time offerings to drive profitable restaurant sales and traffic. Operations . We believe that improving restaurant operations and enhancing the customer experience are key components to increasing the profitability of the Burger King system. As part of our franchisee...

  • Page 6
    ...will be one of the few pure franchise and real estate companies in our QSR peer group. During 2012, we refranchised 871 Company restaurants, of which 752 were located in the United States and 119 were located in other countries, bringing our system to 97% franchised. As a result of our refranchising...

  • Page 7
    ... a joint venture agreement in Russia to accelerate unit development in this attractive growth market. We partnered with VTB Capital, the investment arm of Russia's second largest bank, and Burger King's largest Russian franchisee, Burger Rus. We granted exclusivity and sub-franchising rights in the...

  • Page 8
    ...Colombia and Central America. As part of our international growth strategy, we entered into several important agreements in 2012: • • Colombia. In October 2012, we entered into an exclusive agreement with Fondo Escala Capital and Promotora to develop Burger King restaurants in Colombia. Mexico...

  • Page 9
    ...: Number of Restaurants 2012 2011 Country: Australia South Korea China New Zealand Japan Malaysia Singapore Indonesia 357 139 86 82 64 43 347 128 56 79 44 34 41 40 45 30 Thailand Other 29 129 1,010 27 118 908 Total 8 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered...

  • Page 10
    ...-term success. We believe the development of new products can drive traffic by expanding our customer base, allow restaurants to expand into new day parts, and 9 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained...

  • Page 11
    ... TRAC system to drive sales, profitability and operational excellence across all major indicators of restaurant performance (friendliness, cleanliness, speed of service and food quality). Franghise Tgreements General. We grant franchises to operate restaurants using Burger King trademarks, trade...

  • Page 12
    ... U.S. and Canada are generally required to make a contribution to the advertising fund equal to a percentage of gross sales, typically 4%, on a monthly basis. During 2012, we offered franchisees reduced up-front franchise fees and limited-term royalty rate reductions to accelerate development of new...

  • Page 13
    ... Burger King system in the United States, RSI negotiates the purchase terms for most equipment, food, beverages (other than branded soft drinks) and other products such as promotional toys and paper products used in our restaurants. RSI is also authorized to purchase and manage distribution services...

  • Page 14
    ..., Vermont, New York City, and King County, Washington, have approved menu labeling legislation that requires restaurant chains to provide caloric information on menu boards, and menu labeling legislation has also been adopted on the federal level. Regulators in Canada and in other countries are...

  • Page 15
    ... principal executive offices are located at 5505 Blue Lagoon Drive, Miami, Florida 33126 (305-378-3000). 14 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and...

  • Page 16
    ...cash flow, accelerate our re-imaging initiative and strengthen relationships with key franchisees; our belief and expectations that our international growth strategy of utilizing strategic joint ventures and master franchise and development agreements will permit us to capitalize on emerging markets...

  • Page 17
    ... obligations depends on our financial condition and operating performance, which are subject to prevailing economic, industry and competitive 16 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not...

  • Page 18
    ... operational initiatives and business strategies, including their marketing and advertising programs. 17 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed...

  • Page 19
    ... into agreements with master franchisees that permit the master franchisee to develop and operate restaurants in defined geographic areas. As permitted by our master 18 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information...

  • Page 20
    ... of our overall strategy for international expansion. These new arrangements may give our joint venture and/or master franchise partners the exclusive right to develop and manage Burger King restaurants in a specific country or countries. A joint venture partnership involves special risks, such as...

  • Page 21
    ... conditions, such as increases in taxes, austerity measures that impact consumer spending, monetary policies that may impact inflation rates and currency fluctuations; 20 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information...

  • Page 22
    ...-to-day operations of our restaurants; and the effects of increases in the taxes we pay and other changes in applicable tax laws. These factors may increase in importance as we expect our franchisees to open new restaurants in international markets as part of our growth strategy. Our business is...

  • Page 23
    ...industry demand, international commodity markets, food safety concerns, product recalls, government regulation and other factors, all of which are beyond our control and, in many instances unpredictable. If the price of beef, chicken or other products that we use in our Company restaurants increases...

  • Page 24
    ... currently under audit by the Internal Revenue Service 23 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely...

  • Page 25
    ... in the future could be adversely affected by a number of factors, including: changes in the mix of earnings in countries with different statutory tax rates; changes in the valuation of deferred tax assets and liabilities; continued losses in certain international Company restaurant markets that...

  • Page 26
    ..., including the United States and Europe, we and our franchisees are subject to increasing regulation regarding our operations, which may significantly increase the cost of doing business. In developing markets, we face the risks associated with new and untested laws and judicial systems. Among the...

  • Page 27
    ... from our properties. 26 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for...

  • Page 28
    ...• that a majority of our board of directors consist of independent directors, as defined under the rules of the New York Stock Exchange; 27 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be...

  • Page 29
    ... of the New York Stock Exchange corporate governance requirements. Our stock price may be volatile or may decline regardless of our operating performance. The market price for our common stock may fluctuate significantly in response to a number of factors, many of which we cannot control, including...

  • Page 30
    ...and other factors our board of directors deems relevant. Realization of a gain on your investment will depend on the appreciation of the price of our common stock, which may never occur. We may be restricted from paying cash dividends on our common stock in the future. We are a holding company that...

  • Page 31
    ...table presents information regarding our restaurant properties as of December 31, 2012: Leased Building/Land & Building Owned(1) Land Total Leases Total United States and Canada: Company restaurants Franchisee-operated properties Non-operating restaurant locations Offices and other(2) Total 34...

  • Page 32
    ... Financial Statements for a discussion of the amounts paid as a dividend to the shareholders of Burger King Worldwide, Inc. ("Worldwide"), principally 3G, in December 2011. Segurities Tuthorized for Issuange Under Equity Compensation Plans The following table presents information regarding...

  • Page 33
    ... financial statements and the notes thereto of our Predecessor, which are not included in this report. 32 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed...

  • Page 34
    ... Period 2012 2011 Ogtober 19, 2010 to Degember 31, 2010 July 1, 2010 to Ogtober 18, 2010 Fisgal 2010 Fisgal 2009 Fisgal 2008 (In millions, exgept per share data) Statement of Operations Data: Revenues: Company restaurant revenues Franchise and property revenues Total revenues Income...

  • Page 35
    ... to as Company restaurant margin percentage. 34 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user...

  • Page 36
    ... include sales at both Company restaurants and 35 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The...

  • Page 37
    ... new development agreements in key growth markets Refinanced $1.9 billion of debt, lowering annualized cash interest costs Declared a cash dividend of $0.04 per share in the fourth quarter 36 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research...

  • Page 38
    ... primarily of severance and professional fees. 37 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The...

  • Page 39
    ... and among Justice Holdings Limited, the Company, Justice Holdco LLC and Worldwide (the "Business Combination Agreement"). This transaction closed on June 20, 2012, the Company changed its name to Burger King Worldwide, Inc. and our stock began trading on the New York Stock Exchange under the ticker...

  • Page 40
    ... portfolio realignment project costs and business combination agreement expenses. See Profitability Measures and Non-GAAP Reconciliations . • 39 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may...

  • Page 41
    ... 18, 2010 to June 30, 2012 Compared to 2011 Compared to 2012 Revenues: Company restaurant revenues Franchise and property revenues Total revenues Company restaurant expenses: Food, paper and product costs Payroll and employee benefits Occupancy and other operating costs Total Company restaurant...

  • Page 42
    ... U.S. and Canada and the leveraging effect of Company comparable sales growth on fixed occupancy and other operating costs. During 2011, CRM% decreased to 11.7% from 11.9% in 2010 due to the effects of acquisition accounting, including a $14.6 million increase in Company restaurant depreciation and...

  • Page 43
    ...realignment project and business combination agreement expenses. The decrease in Management G&A in 2012 was driven primarily by a decrease in salary 42 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may...

  • Page 44
    ... as prepayments of our Term Loan and repurchases of our Senior Notes and Discount Notes. 43 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not warranted...

  • Page 45
    ... NM - Not Meaningful 44 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for...

  • Page 46
    ... from operations and a decrease in income tax expense, partially offset by an increase in interest expense and the loss we recorded on the early extinguishment of debt. 45 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information...

  • Page 47
    ... 2012 Compared to 2011 Compared to 2010 2011 2010 Favorable/(Unfavorable) Company: Company restaurant revenues CRM CRM % Company restaurant expenses as a % of Company restaurant revenues: Food and paper Payroll and benefits Depreciation and amortization Other occupancy and operating Franchise...

  • Page 48
    ...restaurants and the effects of negative Company comparable sales growth. These factors were partially offset by favorable FX impact in Canada. During 2012, the decrease in CRM% reflects an increase in promotional activity to drive traffic and trial of limited time offer menu items, increases in food...

  • Page 49
    ... 2012 Compared to 2011 Compared to 2010 2011 2010 Favorable/(Unfavorable) Company: Company restaurant revenues CRM CRM % Company restaurant expenses as a % of Company restaurant revenues: Food and paper Payroll and benefits Depreciation and amortization Other occupancy and operating Franchise...

  • Page 50
    ... average CRM% during 2012. These factors were partially offset by increased food, paper and product costs, promotions of lower margin menu items and wage rate increases in Germany. During 2011, CRM % increased primarily as a result of the leveraging effect of Company comparable sales growth on our...

  • Page 51
    ... revenues Segment CRM Segment income Key Business Metrigs $ $ $ 0.6 0.1 (0.1) (0.6) (0.4) - 2012 2011 2010 System-wide sales growth Franchise sales Comparable sales growth Company Franchise System NRG Company Franchise System Net Refranchisings Restaurant counts at period end Company...

  • Page 52
    ...margins than Company restaurant revenues, as well as an increase in CRM% in 2011. The increase in segment margin during 2012 was partially offset by a decrease in CRM%. 51 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information...

  • Page 53
    ...revenues Segment CRM Segment income Key Business Metrigs $ (0.1) (0.1) - (0.1) - (0.1) - 2012 2011 2010 System-wide sales growth Franchise sales Comparable sales growth Company Franchise System NRG Company Franchise System Net Refranchisings Restaurant counts at period end Company Franchise...

  • Page 54
    ...2012 and 2011, segment margin increased primarily as a result of the higher contribution of franchise and property revenues in the segment, which yield higher margins than Company restaurant revenues, and an increase in CRM%. Liquidity and Capital Resourges Our primary sources of liquidity are cash...

  • Page 55
    ...8 "Financial Statements and Supplementary Data." 54 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The...

  • Page 56
    ... in open market purchases or privately negotiated transactions, subject to our future liquidity requirements, contractual restrictions under our 2012 Credit Agreement and other factors. 55 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research...

  • Page 57
    ... of company-owned restaurants to existing or prospective franchisees and sales of real estate, subject to achievement of specified total leverage ratios in the case of real estate sales); pay dividends and make other payments in respect of capital stock; make investments, loans and advances; pay and...

  • Page 58
    ...federal tax refund received in 2011 and higher income taxes paid in 2012, partially offset by lower interest payments in 2012. The decrease in operating cash flows attributable to the refranchisings reflects use of cash to settle the negative working capital positions of the restaurants refranchised...

  • Page 59
    ... in 2011 compared to $3,430.7 million in 2010 driven primarily by cash used for the 3G Acquisition in 2010 and a $51.0 million decrease in capital expenditures. Capital expenditures for new restaurants have historically been comprised primarily of (i) costs to build new Company restaurants and new...

  • Page 60
    ... vendors to supply Company and 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 and as of December 31, 2012, we estimate...

  • Page 61
    ...estimating the fair value of assets acquired and liabilities assumed include cash flows expected to be derived from the use and eventual disposition of the asset, the timing of such cash flows, the remaining useful life of the assets and applicable discount rates. These estimates and assumptions are...

  • Page 62
    ... cash flows, including the projection of comparable sales, restaurant operating expenses, capital requirements for maintaining property and equipment and residual value of asset groups. We formulate estimates from historical experience and assumptions of future performance, based on business plans...

  • Page 63
    ... Financial Statements included in Part ee, etem 8 "Financial Statements and Supplementary Data" for additional information about accounting for our insurance reserves. 62 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information...

  • Page 64
    ...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 and incur operating expenses...

  • Page 65
    ... The hypothetical change in food, paper and product costs could be positively or negatively affected by changes in prices or product sales mix. 64 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not...

  • Page 66
    ... Financial Statements 66 67 68 69 70 71 72 74 65 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely...

  • Page 67
    ... and those criteria, management determined that the Company's internal control over financial reporting was effective as of December 31, 2012. 66 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not...

  • Page 68
    .... (signed) KPMG LLP Miami, Florida February 22, 2013 Certified Public Accountants 67 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not warranted to...

  • Page 69
    ... BURGER KING WORLDWIDE, INC. TND SUBSIDITRIES Consolidated Balange Sheets (In millions, exgept share data) Ts of Degember 31, Degember 31, 2012 2011 TSSETS Current assets: Cash and cash equivalents Trade and notes receivable, net Prepaids and other current assets, net Deferred income taxes...

  • Page 70
    ... Predegessor 2012 2011 Ogtober 19, 2010 to Degember 31, 2010 July 1, 2010 to Ogtober 18, 2010 Fisgal 2010 Revenues: Company restaurant revenues Franchise and property revenues Total revenues Company restaurant expenses: Food, paper and product costs Payroll and employee benefits Occupancy...

  • Page 71
    ... notes to consolidated financial statements. 70 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user...

  • Page 72
    ...notes to consolidated financial statements. 71 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user...

  • Page 73
    ...Trade and notes receivable Prepaids and other current assets Accounts and drafts payable Accrued advertising Other accrued liabilities Other long-term assets and liabilities Net cash provided by (used for) operating activities Cash flows from investing agtivities: Payments for property and equipment...

  • Page 74
    ... stock Excess tax benefits from share-based compensation Proceeds from issuance of shares Capital contribution from 3G Net cash provided by (used for) financing activities Effect of exchange rates on cash and cash equivalents Increase (decrease) in cash and cash equivalents Cash and cash equivalents...

  • Page 75
    ... parent of Burger King Corporation ("BKC"), a Florida corporation that franchises and operates fast food hamburger restaurants, principally under the Burger King® brand. We are the world's second largest fast food hamburger restaurant, or FFHR, chain as measured by the total number of restaurants...

  • Page 76
    ... to the 3G Acquisition. Our Predecessor operated under a different ownership and capital structure and 75 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is...

  • Page 77
    ... reported in our consolidated financial statements and accompanying notes. Management adjusts such estimates 76 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed...

  • Page 78
    ... of restaurant food items and paper supplies. Inventories are included in prepaids and other current assets in the accompanying consolidated balance sheets. 77 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained...

  • Page 79
    ... operating costs in the consolidated statement of operations. Amortization of favorable and unfavorable income leases is included in franchise and property 78 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained...

  • Page 80
    ... an impairment review 79 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks...

  • Page 81
    ... pension liability adjustments, net of tax. 80 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The...

  • Page 82
    ... value of variable rate term debt was estimated using inputs based on bid and offer prices and are Level 2 inputs within the fair value hierarchy. 81 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may...

  • Page 83
    .... All other advertising and promotional costs are expensed in the period incurred. Franchise restaurants and Company restaurants contribute to advertising funds that we manage in the United States and certain international markets where Company restaurants operate. Under our franchise agreements...

  • Page 84
    ... are invested by the trust funds. For defined benefit pension plans, the benefit obligation represents the 83 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and...

  • Page 85
    ... employee compensation. We also maintain an Executive Retirement Plan ("ERP") for all officers and senior management. Prior to December 31, 2010, officers and senior management could elect to defer up to 75% of base pay once 401(k) limits were reached and up to 100% of incentive pay on a before-tax...

  • Page 86
    ... 85 $ 20.7 6.1 (5.5) $ 21.3 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks...

  • Page 87
    ....6 million for Fiscal 2010. Construction in progress represents new restaurant and equipment construction, reimaging of restaurants and software. 86 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may...

  • Page 88
    ... to assets held for sale Ending balance $657.7 (28.6) 3.9 (13.8) $619.2 87 $666.5 (2.3) (6.5) - $ 657.7 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and...

  • Page 89
    ... tax payable Cross-currency rate swaps Lease liability Other Other liabilities, net $ 71.3 204.2 7.8 26.3 11.0 32.2 31.7 $ 382.4 88 22.2 18.4 12.8 23.4 - - 13.9 $366.2 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information...

  • Page 90
    ... Term Loan Facility, the "2012 Credit Facilities"). 89 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely...

  • Page 91
    ... (including guarantee obligations); incur liens; engage in mergers, consolidations, liquidations and 90 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is...

  • Page 92
    ..., sales of Company restaurants to existing or prospective franchisees and sales of real estate, subject to achievement of specified total leverage ratios in the case of real estate sales); pay dividends and make other payments in respect of capital stock; make investments, loans and advances; pay...

  • Page 93
    ... released from their guarantees without the consent of the holders of the Senior Notes. 92 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not warranted...

  • Page 94
    ... bullet points, collectively, the "Permitted Distributions"). At December 31, 2011, we were in compliance with all covenants of the Senior Notes Indenture. 93 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained...

  • Page 95
    ...Credit Agreement, as described above, as well as prepayments of term loans prior to the refinancing and repurchases of our Discount Notes and Senior Notes. We 94 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained...

  • Page 96
    ... Thereafter Total 98.3 124.2 747.6 2,041.5 $ 3,130.3 95 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely...

  • Page 97
    ... annual sales exceed specific levels. The lessees bear the cost of maintenance, insurance and property taxes. 96 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed...

  • Page 98
    ...(99.9) (600.3) $ (1,188.0) $ Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks...

  • Page 99
    ... revenues Company restaurant expenses: Occupancy and other operating costs Franchise and property expenses $ 6.3 3.4 (1.0) $6.6 4.1 (0.7) $ 1.3 1.0 (0.1) $ - 2.6 1.3 $ - 10.4 4.6 98 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research...

  • Page 100
    ...14.4 3.1 (0.6) $ 16.9 $ 97.5 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks...

  • Page 101
    ...to deferred tax assets in foreign countries of $3.8 for the period from July 1, 2010 through October 18, 2010, and a decrease of $1.7 million for Fiscal 2010. 100 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained...

  • Page 102
    ...income tax rate Total $17.9 (8.3) 0.8 (1.5) $ 8.9 $ (11.1) 4.6 - - $ (6.5) $ 12.2 3.3 $ 8.3 (3.8) $ 15.7 (1.7) 0.8 $ - (1.0) 14.5 $ - (1.0) 3.5 2.1 $ 16.9 101 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information...

  • Page 103
    ... 31, 2012 2011 Deferred tax assets: Trade and notes receivable, principally due to allowance for doubtful accounts Accrued employee benefits Unfavorable leases Liabilities not currently deductible for tax Tax loss and credit carryforwards Property and equipment, principally due to differences in...

  • Page 104
    ... significant international tax jurisdictions, such as the United Kingdom, Germany, Spain, Switzerland, 103 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and...

  • Page 105
    ...million every year thereafter during the amortization period. The plan was re-measured using a discount rate of 4.4% at the time of the plan amendment. 104 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein...

  • Page 106
    ... cost / (credit) Unrecognized actuarial loss (gain) Total AOCI (before tax) $ (0.5) (8.0) $ (8.5) $ (15.3) (1.6) $ (16.9) $ (19.5) $ $ (6.8) (1.8) (8.6) 24.8 $ 24.8 105 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information...

  • Page 107
    ... of Contents BURGER KING WORLDWIDE, INC. TND SUBSIDITRIES Notes to Consolidated Finangial Statements - (Continued) International Pension Plans 2012 2011 Benefit obligation at end of year Fair value of plan assets at end of year $ 32.5 23.3 $ $ $ 30.0 Funded status of plan Tmounts regognized...

  • Page 108
    ...: Discount rate as of year-end Range of compensation rate increase 107 4.04% 4.58% 5.35% 5.06% 5.20% 4.03% 3.14% 4.82% 3.44% 5.35% 3.80% 4.98% 3.52% 5.17% 3.71% Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information...

  • Page 109
    ... point increase or decrease in the assumed healthcare cost trend rate would have a minimal effect on service and interest cost for the postretirement obligation. 108 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information...

  • Page 110
    ...debt markets and non-U.S. bonds with long-term maturities that help to reduce exposure to interest variation and to better correlate asset maturities with obligations. 109 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information...

  • Page 111
    Table of Contents BURGER KING WORLDWIDE, INC. TND SUBSIDITRIES Notes to Consolidated Finangial Statements - (Continued) Estimated Future Cash Flows Total contributions to the U.S. Pension Plans and International Pension Plans were $10.1 million for 2012, $6.2 million for 2011, $0.2 million for the...

  • Page 112
    ... development team uses transaction prices for refranchisings that were recently completed, adjusting where necessary for factors specific to the assets held for sale. 111 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information...

  • Page 113
    ... of interest expense. 112 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks...

  • Page 114
    ... with investment grade credit ratings and regularly monitoring our market position with each counterparty. 113 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed...

  • Page 115
    ... with the 2011 Amended Credit Agreement. 114 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user...

  • Page 116
    ... factors as earnings levels, capital requirements, our overall financial condition and any other factors deemed relevant by our Board of Directors. Annual Bonus Election We have a bonus program under which eligible employees may elect to use a portion of their annual bonus compensation to purchase...

  • Page 117
    ...(16.6) 7.0 (1.3) (1.6) (110.3) 116 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all...

  • Page 118
    ... settle and shares of Common Stock will be issued upon termination of service by the board member. 117 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is...

  • Page 119
    ... pricing model. The Predecessor's specific weighted-average assumptions for the risk-free interest rate, expected term, expected volatility and expected dividend yield are discussed below. 118 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research...

  • Page 120
    ... Company RSUs using the exchange ratio of 3.479129. 119 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely...

  • Page 121
    ... 113.7 10.9 8.8 $ 662.9 120 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks...

  • Page 122
    ... BURGER KING WORLDWIDE, INC. TND SUBSIDITRIES Notes to Consolidated Finangial Statements - (Continued) The following table presents information relating to the analysis of our restaurant count for the geographic areas and periods indicated. U.S. & Canada EMET LTC TPTC Total Number of Company...

  • Page 123
    ... franchisee borrowing capacity of approximately $104.0 million remaining. Our maximum guarantee liability under these three programs is limited to an aggregate of 122 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information...

  • Page 124
    ... vendors to supply Company and 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 and as of December 31, 2012, we estimate...

  • Page 125
    ... 31, 2012 and $32.3 million as of December 31, 2011 for these claims. Note 20. Segment Reporting We operate in the fast food hamburger restaurant category of the quick service segment of the restaurant industry. Revenues include retail sales at Company restaurants and franchise revenues, consisting...

  • Page 126
    ...operations and assists management in comparing segment performance by removing the impact of certain items that management believes do not reflect our core operations. 125 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information...

  • Page 127
    ....8 14.8 4.9 3.2 16.0 $ 111.7 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks...

  • Page 128
    ...580.6 87.9 25.0 0.07 0.07 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for...

  • Page 129
    ... with the Business Combination Agreement. The consolidating financial information may not necessarily be indicative of the financial position, results of operations or cash flows had BKC, Guarantors and Non-Guarantors operated as independent entities. 128 Source: Burger King Worldwide, Inc., 10...

  • Page 130
    ...026.6) 1,175.0 $5,564.0 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for...

  • Page 131
    ...716.0 (5,053.3) $ (5,340.3) Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks...

  • Page 132
    ... Consolidated Revenues: Company restaurant revenues Franchise and property revenues Intercompany revenues Total revenues Company restaurant expenses: Food, paper and product costs Payroll and employee benefits Occupancy and other operating costs Total Company restaurant expenses Franchise and...

  • Page 133
    ... Statements of Operations 2011 BKW BKCH Issuer Guarantors NonGuarantors Eliminations Consolidated Revenues: Company restaurant revenues Franchise and property revenues Intercompany revenues Total revenues Company restaurant expenses: Food, paper and product costs Payroll and employee benefits...

  • Page 134
    ...Degember 31, 2010 BKW BKCH Issuer Guarantors NonGuarantors Eliminations Consolidated Revenues: Company restaurant revenues Franchise and property revenues Intercompany revenues Total revenues Company restaurant expenses: Food, paper and product costs Payroll and employee benefits Occupancy and...

  • Page 135
    ...2010 Issuer Guarantors NonGuarantors Eliminations Consolidated Revenues: Company restaurant revenues Franchise and property revenues Intercompany revenues Total revenues Company restaurant expenses: Food, paper and product costs Payroll and employee benefits Occupancy and other operating costs...

  • Page 136
    ...2010 Issuer Guarantors NonGuarantors Eliminations Consolidated Revenues: Company restaurant revenues Franchise and property revenues Intercompany revenues Total revenues Company restaurant expenses: Food, paper and product costs Payroll and employee benefits Occupancy and other operating costs...

  • Page 137
    ... acquisitions and dispositions: Trade and notes receivables Prepaids and other current assets Accounts and drafts payable Accrued advertising Other accrued liabilities Other long-term assets and liabilities Net cash provided by operating activities Cash flows from investing agtivities: (129...

  • Page 138
    ... and dispositions: Trade and notes receivables Prepaids and other current assets Accounts and drafts payable Accrued advertising Other accrued liabilities Other long-term assets and liabilities Net cash provided by (used for) operating activities Cash flows from investing agtivities: (87...

  • Page 139
    ... and dispositions: Trade and notes receivables Prepaids and other current assets Accounts and drafts payable Accrued advertising Other accrued liabilities Other long-term assets and liabilities Net cash (used for) provided by operating activities Cash flows from investing agtivities: 101...

  • Page 140
    ... capital leases Dividends paid on common stock Proceeds from stock option exercises Repurchases of common stock Excess tax benefits from share-based compensation Intercompany Financing Net cash provided by (used for) financing activities Effect of exchange rates on cash and cash equivalents Increase...

  • Page 141
    ... Parent Dividends paid on common stock Proceeds from stock option exercises Repurchases of common stock Excess tax benefits from share-based compensation Intercompany Financing Net cash (used for) provided by financing activities Effect of exchange rates on cash and cash equivalents Increase in cash...

  • Page 142
    ... 14, 2013, our board declared a cash dividend of $0.05 per share, which will be paid on March 15, 2013 to shareholders of record on February 28, 2013. 141 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein...

  • Page 143
    ... and Africa EVP, President of Latin America and the Caribbean and Chief People Officer VP, Controller and Chief Accounting Officer SVP, General Counsel and Secretary 142 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information...

  • Page 144
    ...our Executive Vice President and President of North America since June 2012 and has served in the same positions with Holdings since October 2010. Before joining BKC, Mr. Wiborg was President and Chief Executive Officer of Heartland Food Corporation, one of the Burger King system's largest franchise...

  • Page 145
    ... of the schedule, or because the information required is included in the consolidated financial statements or the notes thereto. (3) Exhibits The exhibits listed in the accompanying index are filed as part of this report. 144 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by...

  • Page 146
    Table of Contents Exhibit Number Desgription Where Found 2.1 Business Combination Agreement and Plan of Merger, dated April 3, 2012, by and among Justice Holdings Limited, Justice Delaware Holdco Inc., Justice Holdco LLC and Burger King Worldwide Holdings, Inc. Incorporated herein by reference...

  • Page 147
    ...by reference to Burger King Holdings, Inc.'s Current Report on Form 8-K filed on October 21, 2010 146 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not...

  • Page 148
    ...-K filed on March 14, 2012 10.13†10.14†Burger King Worldwide Holdings, Inc. 2011 Omnibus Incentive Plan Form of Option Award Agreement issued under Burger King Worldwide Holdings, Inc. 2011 Omnibus Incentive Plan Employment Agreement by and between Burger King Corporation and Jose Cil, dated...

  • Page 149
    ... Financial Officer of Burger King Worldwide, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 †Management contract or compensatory plan or arrangement 148 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information...

  • Page 150
    ... by the undersigned, thereunto duly authorized. BURGER KING HOLDINGS, INC. By: /s/ Bernardo Hees Name: Bernardo Hees Title: Chief Executive Officer and Director Date: February 22, 2013 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the...

  • Page 151
    ... the Burger King Worldwide, Inc. 2012 Omnibus Incentive Plan List of Subsidiaries of the Registrant Certification of Chief Executive Officer of Burger King Worldwide, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certification of Chief Financial Officer of Burger King Worldwide...

  • Page 152
    ... into as of August 1, 2012 (this "Supplemental Indenture"), by and among Burger King Worldwide, Inc., a Delaware corporation (the "New Guarantor"), the indirect parent company of Burger King Capital Holdings, LLC, a Delaware limited liability company (the "Company") and Wilmington Trust, National...

  • Page 153
    ...all respects ratified and D-2 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks...

  • Page 154
    ...of any provisions hereof. D-3 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks...

  • Page 155
    ... Drive Miami, FL 33126 Fax: 305-378-7230 WILMINGTON TRUST NATIONAL ASSOCIATION, as Trustee By: /s/ Joseph P. O'Donnell Name: Joseph P. O'Donnell Title: Vice President D-4 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information...

  • Page 156
    ... any particular section hereof. D-1 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all...

  • Page 157
    ...illegality or unenforceability. D-2 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all...

  • Page 158
    ...of any provisions hereof. D-3 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks...

  • Page 159
    ...Drive Miami, FL 33126 Fax: 305-378-7230 WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee By: /s/ Joseph P. O'Donnell Name: Joseph P. O'Donnell Title: Vice President D-4 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information...

  • Page 160
    ... of the Plan and the terms and conditions set forth in the attached as Exhibit A . PARTICIPANT BURGER KING WORLDWIDE, INC. By: Name: A-1 Name: Title: Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein...

  • Page 161
    ... be vested in the number of Shares as if the Shares subject to the Option vested 20% on each of A-2 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not...

  • Page 162
    ... of your Service for purposes of this Option. A-3 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The...

  • Page 163
    ...you are a party to an A-4 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for...

  • Page 164
    ...provide Service to, the Company or any Affiliate. Further, the Company or the applicable Affiliate may at any time dismiss you, free from any liability, or any claim under the Plan, unless A-5 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research...

  • Page 165
    ... decisions with respect to future awards, if any, will be at the sole discretion of the Company; A-6 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not...

  • Page 166
    ... security number or other identification number, salary, nationality, job title, any shares of stock or A-7 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and...

  • Page 167
    ... validity of the Transfer A-8 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks...

  • Page 168
    ... AGREEMENT MAY BE BROUGHT EXCLUSIVELY IN THE COURTS OF THE STATE OF FLORIDA OR (TO THE EXTENT SUBJECT MATTER A-9 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed...

  • Page 169
    ... control. Appendix A . Notwithstanding any provision in this Award Agreement, if you work or reside outside the U.S., this Option grant shall be subject to the general nonU.S. terms and A-10 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research...

  • Page 170
    ... the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix A constitutes part of this Award Agreement. A-11 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information...

  • Page 171
    ... listed below. Certain capitalized terms used but not defined in this Appendix A have the meanings set forth in the 2012 Omnibus Incentive Plan and/or the Award Agreement. If you are a citizen or resident of a country other than the one in which you are currently working, transfer employment...

  • Page 172
    ...or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or Options A-13 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed...

  • Page 173
    ... District of Florida, and no other courts, where this grant is made and/or to be performed. Options A-14 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is...

  • Page 174
    ... of Shares to pay the Exercise Price or any Tax-Related Items in connection with this Option. Options A-15 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and...

  • Page 175
    ... with the reporting obligations. Options A-16 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user...

  • Page 176
    ... broad release to the Employer, the Company and any Subsidiary or Affiliate with respect to any claim that may arise under the Plan. Options A-17 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not...

  • Page 177
    ...the Dutch Financial Supervision Act, anyone who has "insider information" related to an issuing company is prohibited from effectuating a transaction Options A-18 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained...

  • Page 178
    ...a notification of your interests in the Company or Affiliate must be made within two business days of becoming a director. Options A-19 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied...

  • Page 179
    ... benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, you understand that the grant Options A-20 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained...

  • Page 180
    ...the Spanish tax authorities the following year. This report may first be due in 2013 with respect to assets and rights held as of December 31, 2012. Options A-21 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained...

  • Page 181
    ... the Company or the Employer, as applicable, for the value of any employee National Insurance contributions due on this additional benefit. Options A-22 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained...

  • Page 182
    ... purchase of Shares in the Company's 2012 Bonus Swap Program (the " Related Shares "). In the event of a conflict between the provisions of the Plan and this Award Agreement, the provisions of the Plan will govern. Total Number of Shares Underlying Options: Exercise Price per Share: [ $[ ] Shares...

  • Page 183
    ... be vested in the number of Shares as if the Shares subject to the Option vested 20% on each of A-2 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not...

  • Page 184
    ... of your Service for purposes of this Option. A-3 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The...

  • Page 185
    ... years of Service with the Company or its Affiliates. A-4 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely...

  • Page 186
    ... pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be A-5 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed...

  • Page 187
    ... amount so owing against the amount of benefits otherwise distributable. Such determination shall be made by the Committee. A-6 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted...

  • Page 188
    ... law requirements and Company policies, as such laws and policies are amended from time to time. A-7 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not...

  • Page 189
    ... or liability to any party, or Transferred, otherwise than by your will or the laws of descent and distribution or to a Beneficiary upon your death, and A-8 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained...

  • Page 190
    ... of Section 409A. A-9 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for...

  • Page 191
    ... participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. A-10 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein...

  • Page 192
    ... the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix A constitutes part of this Award Agreement. A-11 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information...

  • Page 193
    ... listed below. Certain capitalized terms used but not defined in this Appendix A have the meanings set forth in the 2012 Omnibus Incentive Plan and/or the Award Agreement. If you are a citizen or resident of a country other than the one in which you are currently working, transfer employment...

  • Page 194
    ...or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or Options A-13 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed...

  • Page 195
    ... District of Florida, and no other courts, where this grant is made and/or to be performed. Options A-14 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is...

  • Page 196
    ... of Shares to pay the Exercise Price or any Tax-Related Items in connection with this Option. Options A-15 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and...

  • Page 197
    ... with the reporting obligations. Options A-16 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user...

  • Page 198
    ... broad release to the Employer, the Company and any Subsidiary or Affiliate with respect to any claim that may arise under the Plan. Options A-17 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not...

  • Page 199
    ...the Dutch Financial Supervision Act, anyone who has "insider information" related to an issuing company is prohibited from effectuating a transaction Options A-18 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained...

  • Page 200
    ...a notification of your interests in the Company or Affiliate must be made within two business days of becoming a director. Options A-19 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied...

  • Page 201
    ... benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, you understand that the grant Options A-20 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained...

  • Page 202
    ...the Spanish tax authorities the following year. This report may first be due in 2013 with respect to assets and rights held as of December 31, 2012. Options A-21 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained...

  • Page 203
    ... the Company or the Employer, as applicable, for the value of any employee National Insurance contributions due on this additional benefit. Options A-22 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained...

  • Page 204
    ... B.V. Burger King Restaurants of Canada Inc. Burger King (RUS) LLC Burger King Schweiz GmbH Burger King South Africa Holdings (Pty) Ltd. Burger King Sweden, Inc. Burger King UK Pension Plan Trustee Company Limited Burger King Limited Distron Transportation Systems, Inc. F.P.M.I. Food Services, Inc...

  • Page 205
    ... in the registrant's internal control over financial reporting. /s/ Bernardo Hees Bernardo Hees Chief Executive Officer Dated: February 22, 2013 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not...

  • Page 206
    ... in the registrant's internal control over financial reporting. /s/ Daniel Schwartz Daniel Schwartz Chief Financial Officer Dated: February 22, 2013 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may...

  • Page 207
    ..., the financial condition and results of operations of the Company. /s/ Bernardo Hees Bernardo Hees Chief Executive Officer Dated: February 22, 2013 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein...

  • Page 208
    ..., the financial condition and results of operations of the Company. /s/ Daniel Schwartz Daniel Schwartz Chief Financial Officer Dated: February 22, 2013 Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein...

  • Page 209
    Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses ...