Burger King 2013 Annual Report Download

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FORM 10-K
Burger King Worldwide, Inc. - BKW
Filed: February 21, 2014 (period: December 31, 2013)
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
    ... FORM 10-K Burger King Worldwide, Inc. - BKW Filed: February 21, 2014 (period: December 31, 2013 ) 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...

  • Page 2
    ... its corporate Web site, if any, every Interactive Data File Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 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 3
    ...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, 2013, computed by reference to the closing price for such stock on the New York Stock Exchange on such date, was $1,224,414,023. The number of shares...

  • Page 4
    ... and "Company" refer to Burger King Worldwide, Inc. and its subsidiaries. In this document, we rely on and refer to information regarding the restaurant industry, the quick service restaurant segment and the fast food hamburger restaurant category that has been prepared by the industry research firm...

  • Page 5
    ... 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 6
    ... multiple touch points to advertise our products, including digital advertising, social media and on-line video. We believe that this food-centric marketing strategy will allow us to strike a balance between value promotions and premium limited time offerings to drive profitable restaurant sales and...

  • Page 7
    ...grant franchises to operate restaurants using Burger King trademarks, trade dress and other intellectual property, uniform operating procedures, consistent quality of products and services and standard procedures for inventory control and management. Additional financial information about geographic...

  • Page 8
    ... and New Zealand. Australia is the only market in which we operate under a brand other than Burger King. 6 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and...

  • Page 9
    ... Company restaurants and our franchisees make monthly contributions, generally 4% to 5% of restaurant gross sales, to managed advertising funds. Advertising contributions are used to pay for expenses relating to marketing, advertising and promotion, including market research, production, advertising...

  • Page 10
    ...franchise agreement covering a standard set of terms and conditions. Recurring fees consist of monthly royalty and advertising payments. Franchisees report gross sales on a monthly basis and pay royalties based on gross sales. 8 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered...

  • Page 11
    ... United States, we offered U.S. franchisees reduced up-front franchise fees and limited-term royalty and advertising fund rate reductions to remodel restaurants in our 20/20 image during 2012 and 2013. These limited-term incentive programs are expected to negatively impact our effective royalty rate...

  • Page 12
    ... 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 13
    .... An increasing number of governments and industry groups worldwide have established data privacy laws and standards for the protection of personal information, including social security numbers and financial information. Our franchising activities are subject to the rules and regulations of the...

  • Page 14
    ..., Compensation Committee and Executive Committee of the Board of Directors are posted on the Investor Relations section of our website, www.bk.com. Our principal executive offices are located at 5505 Blue Lagoon Drive, Miami, Florida 33126 (305-378-3000). Item 1T. Risk Factors Special Note...

  • Page 15
    ... stores. Furthermore, the restaurant industry has few barriers to entry, and therefore new competitors may emerge at any time. Our ability to compete will depend on the success of our plans to improve existing products, to develop and roll-out new products and product line extensions, to effectively...

  • Page 16
    ... performance, which are subject to prevailing economic, industry and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control. We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to pay...

  • Page 17
    ... and operate restaurants in defined geographic areas. Over the past two and a half years, we have entered into master franchise and development agreements with franchisees in Brazil, China, Russia, South Africa, Mexico, India, France, Singapore, Malaysia, South Korea, the Nordic countries, Canada...

  • Page 18
    ... strategy involves increasing our restaurant count in our international markets. We and our franchisees face many challenges in opening new restaurants, including, among others: • • the selection and availability of suitable restaurant locations; the impact of local tax, zoning, land use...

  • Page 19
    ...-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 20
    ... policy, 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...

  • Page 21
    ... Revenue Service and from time to time, we are subject to additional U.S. state and local income tax audits, international income tax audits and sales, franchise and VAT tax audits. Our effective income tax rate and tax payments in the future could be adversely affected by a number of factors...

  • Page 22
    ..., financial condition and brand reputation, hindering our ability to attract and retain franchisees and grow our business in the United States and internationally. 20 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information...

  • Page 23
    .... In many of our markets, 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...

  • Page 24
    ...use of our systems were to occur, data related to our proprietary information could be compromised. The occurrence of any of these incidents could have a material adverse effect on our business, financial condition and results of operations. To the extent that some of our worldwide reporting systems...

  • Page 25
    ... "Risk Factors - Risks Related to Our Business", and the following: changes in the economic or capital markets conditions that could affect valuations of the Company or fast food companies in general; changes in financial estimates by any securities analysts who follow our common stock, our...

  • Page 26
    ... public markets that these sales may occur, may depress our stock price. As of December 31, 2013, there were 351,816,664 shares of common stock outstanding. Approximately 70% and 12% of our outstanding common stock is held by 3G and investment funds affiliated with Pershing Square Capital Management...

  • Page 27
    ... 119 4 International: Company restaurants Franchisee-operated properties Non-operating restaurant locations Offices and other Total - 99 2 5 106 2 5 107 6 129 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information contained...

  • Page 28
    ... June 20, 2012 through the end of the quarter. 26 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 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 29
    ... presents information related to the repurchase of our common stock during the three months ended December 31, 2013: Maximum Number (or Tpproximate Dollar Value) of Shares That May Yet Total Number of Shares Purchased Tverage Price Paid per Total Number of Shares Purchased as Part of Publicly...

  • Page 30
    ... of future price performance. 6/20/2012 12/31/2012 12/31/2013 BKW S&P 500 Index S&P Restaurant Index $ $ $ 28 100 100 100 $ $ $ 114 106 97 $ $ $ 158 139 121 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information...

  • Page 31
    ... Predecessor July 1, 2010 to 2013 2012 2011 October 18, October 19, 2010 to 2010 December 31, 2010 (In millions, except per share data) Fiscal 2010 Fiscal 2009 Statement of Operations Data: Revenues: Company restaurant revenues Franchise and property revenues Total revenues Income (loss...

  • Page 32
    ... of Financial Condition and Results of Operations-Key Business Metrics " in Part II, Item 7 of this report. Comparable sales growth refers to the change in restaurant sales in one period from the same prior year period for restaurants that have been opened for thirteen months or longer. Company...

  • Page 33
    ...764 12,078 Number of system-wide restaurants: U.S. & Canada EMEA Latin America APAC Total system-wide restaurants 7,436 3,450 1,550 1,231 13,667 12,251 12,174 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information contained...

  • Page 34
    ... 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 35
    ... 41 restaurants in Spain. Business Combination Agreement Expenses On April 3, 2012, Burger King Worldwide Holdings, Inc., a Delaware corporation and the indirect parent company of Holdings ("Worldwide"), entered into a Business Combination Agreement and Plan of Merger with Justice Holdings Limited...

  • Page 36
    ... our business based on the following operating metrics and key financial measures: System-wide sales growth refers to the change in sales at all Company and franchise restaurants in one period from the same period in the prior year. Franchise sales represent sales at all franchise restaurants...

  • Page 37
    ...2012 2012 Compared to 2011 $ 2013 2012 2011 $ % % Favorable / (Unfavorable) 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...

  • Page 38
    ...Company restaurants during the past two years. These factors were partially offset by negative comparable sales growth in the U.S. and Canada, a decrease in franchise fees and other revenue in LAC and unfavorable FX impact. During 2013, franchise and property expenses increased primarily due to new...

  • Page 39
    ...in 2013 related to stock option modifications to allow for the continued vesting after termination of employment of certain stock options previously awarded to one of the Company's former executive officers and a former employee. The decrease in our total general and administrative expenses in 2012...

  • Page 40
    ... impact from the sale of foreign subsidiaries and a reduction in the state effective tax rate related to our global portfolio realignment project. 38 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information contained herein may...

  • Page 41
    ... 2012 2011 $ % % Favorable / (Unfavorable) Segment income: U.S. and Canada EMEA Latin America APAC Total Unallocated Management G&A Adjusted EBITDA Share-based compensation and non-cash incentive compensation expense Global portfolio realignment project costs Business combination agreement...

  • Page 42
    ... project costs and increases in other operating (income) expenses, net. U.S. and Canada 2013 2012 Compared to Compared to 2012 2011 Favorable/(Unfavorable) 2013 2012 2011 Company: Company restaurant revenues CRM CRM % Company restaurant expenses as a % of Company restaurant revenues: Food and...

  • Page 43
    ... time offer promotions. We also implemented a marketing strategy that targets a broader consumer base with more inclusive messaging and food centric advertising designed to balance value promotions and premium limited-time offerings. Company restaurants During 2013, Company restaurant revenues...

  • Page 44
    ... Compared to 2011 2012 Favorable/(Unfavorable) 2013 2012 2011 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: Franchise and...

  • Page 45
    ... operating costs and the net refranchising of Company restaurants with lower than 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. Franchise and Property During 2013...

  • Page 46
    ...end Company Franchise System 44 14.6% $ 1,420.3 0.1% 17.0% $ 1,334.1 5.7% 160 98 - 1,550 1,550 168 - 100 13.5% $1,208.7 7.9% 82 - 97 1,125 1,222 1,290 1,390 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information contained...

  • Page 47
    ... and other operating costs. During 2012, Company restaurant revenues decreased primarily due to unfavorable FX impact, partially offset by comparable sales growth. During 2012, CRM% decreased primarily as a result of increased food, paper and product costs associated with price increases in certain...

  • Page 48
    ... end Company Franchise System 10.9% $1,507.0 4.1% 3.2% $1,371.6 (0.5)% 102 13.2% $1,285.1 (0.4)% 221 3 60 3 75 - 67 841 - 1,231 1,231 46 1,007 1,010 908 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information contained...

  • Page 49
    ...any Company restaurants in APAC. During 2012, CRM% increased primarily as a result of the leveraging effect of Company comparable sales growth on our fixed occupancy and other operating costs and lower food, paper and product costs, partially offset by higher labor costs in Singapore. Franchise and...

  • Page 50
    ... B Term Loans, with the balance payable at maturity. 48 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 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 51
    ... operations or assets other than the interest in Holdings held by BKCH. Accordingly, the cash required to service the Discount Notes is expected to be funded through distributions from BKC. 49 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research...

  • Page 52
    ... for a purchase price of $7.6 million. No Discount Notes were repurchased during 2013. On December 16, 2011, the board of directors of Worldwide paid a dividend to its stockholders, including 3G, in the amount of $393.4 million, representing the net proceeds from the sale of the Discount Notes...

  • Page 53
    ...: 2013 2012 2011 New restaurants Existing restaurants Other, including corporate Total $ 1.1 11.2 13.2 $25.5 51 $ 1.1 49.0 20.1 $ 70.2 $ 6.8 65.7 9.6 $ 82.1 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information contained...

  • Page 54
    ... Trrangements During the fiscal year ended June 30, 2000, we entered into long-term, exclusive contracts with soft drink 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...

  • Page 55
    ... rate. Inflation did not have a material impact on our operations in 2013, 2012 or 2011. Severe increases in inflation, however, could affect the global and U.S. economies and could have an adverse impact on our business, financial condition and results of operations. Critical Tccounting Policies...

  • Page 56
    ...smaller number of properties leased to franchisees, most operating functions and advertising are performed at the country level, and shared by all restaurants in the country. As a result, we group long-lived assets and related liabilities for the entire country in the case of Spain, U.K. and Canada...

  • Page 57
    ... at that time, while the actual effective tax rate is calculated at year-end. See Note 11 of the accompanying audited Consolidated Financial Statements included in Part II, Item 8 "Financial Statements and Supplementary Data" for additional information about accounting for income taxes. Insurance...

  • Page 58
    ...in place to monitor and control their use. Currency Exchange Risk Movements in currency exchange rates may affect the translated 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...

  • Page 59
    ... for 2013. The hypothetical change in food, paper and product costs could be positively or negatively affected by changes in prices or product sales mix. 57 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information contained...

  • Page 60
    ... Contents Item 8. Financial Statements and Supplementary Data BURGER KING WORLDWIDE, INC. TND SUBSIDITRIES INDEX TO CONSOLIDTTED FINTNCITL STTTEMENTS Page Management's Report on Internal Control Over Financial Reporting Report of Independent Registered Public Accounting Firm Consolidated Balance...

  • Page 61
    ...deteriorate. The effectiveness of the Company's internal control over financial reporting as of December 31, 2013 has been audited by KPMG LLP, the Company's independent registered public accounting firm, as stated in its report which is included herein. 59 Source: Burger King Worldwide, Inc., 10...

  • Page 62
    ... of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was...

  • Page 63
    ...notes to consolidated financial statements. 61 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 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 64
    ... WORLDWIDE, INC. TND SUBSIDITRIES Consolidated Statements of Operations (In millions, except per share data) 2013 2012 2011 Revenues: Company restaurant revenues Franchise and property revenues Total revenues Company restaurant expenses: Food, paper and product costs Payroll and employee benefits...

  • Page 65
    ... in fair value of interest rate caps/swaps (net of tax of $65.8, $6.4 and $26.4) Amounts reclassified to earnings of cash flow hedges (net of tax of $2.3, $4.6 and $0.4) Pension and post-retirement benefit plans (net of tax of $10.7, $0.2 and $5.8) Amortization of prior service costs (net of tax of...

  • Page 66
    ...notes to consolidated financial statements. 64 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 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 67
    ... costs Dividends paid on common stock Proceeds from stock option exercises Excess tax benefits from share-based compensation Proceeds from issuance of shares Repurchases of common stock Net cash used for financing activities Effect of exchange rates on cash and cash equivalents Increase in cash...

  • Page 68
    ... 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 69
    ... of restaurant food items and paper supplies. Inventories are included in prepaids and other current assets in the accompanying consolidated balance sheets. 67 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information contained...

  • Page 70
    ...create an economic penalty. Assets we acquire as lessee under capital leases are stated at the lower of the present value of future minimum lease payments or fair market value at the date of inception of the lease. Capital lease assets are depreciated using the straight-line method over the shorter...

  • Page 71
    ... to franchisees, most operating functions and advertising are performed at the country level, and shared by all restaurants in the country. As a result, we group long-lived assets and related liabilities for the entire country in the case of Spain, U.K. and Canada. 69 Source: Burger King Worldwide...

  • Page 72
    ... or indirectly. Level 3 Unobservable inputs reflecting management's own assumptions about the inputs used in pricing the asset or liability. 70 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information contained herein may not be...

  • Page 73
    ... in the United States and certain international markets. Under our franchise agreements, advertising contributions received from franchisees must be spent on advertising, product development, marketing and related activities. The advertising funds expense the production costs of advertising when the...

  • Page 74
    ... benefit obligation at December 31, the measurement date. The fair value of plan assets represents the current market value of contributions made to irrevocable trust 72 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information...

  • Page 75
    ... 31, 2013 2012 Trade accounts receivable Notes receivable, current portion Allowance for doubtful accounts Total, net 73 $ 190.6 4.9 195.5 (15.8) $ 179.7 $195.6 3.1 198.7 (19.7) $ 179.0 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research...

  • Page 76
    ... for 2012 and $124.6 million for 2011. Construction in progress represents new restaurant and equipment construction, reimaging of restaurants and software. 74 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information contained...

  • Page 77
    ...to) assets held for sale Balances at December 31, 2013 $ 75 - - 230.9 8.5 - $ 207.9 - - 62.5 - - - $62.5 $657.7 (28.6) 3.9 (13.8) 619.2 (2.3) 8.5 4.6 $ 630.0 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information contained...

  • Page 78
    ... method investments based on the carrying value as of December 31, 2013. Entity Country Equity Interest Carrols Restaurant Group, Inc. Operadora de Franquicias Alsea S.A.P.I. de C.V. Pangaea Foods (China) Holdings, Ltd. United States Mexico 28.9% 20.0% China 27.5% The aggregate market value...

  • Page 79
    ... net of a discount of $126.0 million at December 31, 2013 and $172.0 million at December 31, 2012. 77 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not...

  • Page 80
    ... a specified maximum total leverage ratio. 78 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 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 81
    .... The Company was in compliance with all 2011 Amended Credit Agreement financial ratios and covenants at the time of the refinancing in September 2012. 79 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information contained herein...

  • Page 82
    ... 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.

  • Page 83
    ... the 2011 Amended Credit Agreement and the early extinguishment of debt relating to prepayments of our Term Loan and repurchases of our Senior Notes and Discount Notes. 81 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information...

  • Page 84
    ... using the effective interest method. The amortization of deferred financing costs included in interest expense was $8.9 million for 2013, $10.9 million for 2012 and $12.5 million for 2011. 82 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research...

  • Page 85
    ... of sales, generally when annual sales exceed specific levels. Most leases also obligate us to pay the cost of maintenance, insurance and property taxes. 83 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information contained...

  • Page 86
    ... property revenues Company restaurant expenses: Occupancy and other operating costs Franchise and property expenses 84 $ 5.6 1.3 (2.1) $ 6.3 3.4 (1.0) $ 6.6 4.1 (0.7) Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information...

  • Page 87
    ... income tax benefit Foreign 22.8 56.4 $ $ $ 27.8 (1.2) $ (1.0) $ 1.6 8.3 5.5 $ $ 85 32.1 Total 88.5 $ $ 8.9 42.0 $ $ (13.6) 0.1 7.0 (6.5) 26.6 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information contained...

  • Page 88
    ... state income tax rate Change in effective foreign income tax rate Total $ 9.9 22.6 (4.0) $ 17.9 (8.3) 0.8 $ 3.6 $ 86 32.1 $ (1.5) 8.9 $ (11.1) 4.6 - - (6.5) Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information...

  • Page 89
    ... countries of $(8.3) million for 2012 and realizability of foreign tax credit carryforwards and deferred tax assets in foreign countries of $4.6 million for 2011. 87 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information...

  • Page 90
    ... our tax positions comply with applicable tax law and that we have adequately provided for these matters. 88 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and...

  • Page 91
    ... million in 2012 and will result in net periodic benefit costs reductions of approximately $1.8 million every year thereafter during the amortization period. 89 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information contained...

  • Page 92
    ...) Prior service cost / (credit) Unrecognized actuarial loss (gain) Total AOCI (before tax) (0.8) (33.2) (34.0) (7.9) (12.4) (2.1) (14.5) - (2.9) (2.9) - 24.8 24.8 (15.3) (1.6) (16.9) 90 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research...

  • Page 93
    ... of Contents International Pension Plans 2013 2012 Benefit obligation at end of year Fair value of plan assets at end of year $ $ $ 27.0 $ $ $ 32.5 23.3 Funded status of plan Tmounts recognized in the consolidated balance sheet Noncurrent Assets Current liabilities Noncurrent liabilities Net...

  • Page 94
    ... the cash flows of the International Pension Plans. The weighted-average assumptions used in computing the net periodic benefit cost of the U.S. Pension Plans, International Pension Plans and the U.S. Retiree Medical Plan are as follows: 2013 2012 2011 U.S. Pension Plans: Discount rate Expected...

  • Page 95
    ... Cash Flows Total contributions to the U.S. Pension Plans and International Pension Plans were $8.2 million for 2013, $10.1 million for 2012 and $6.2 million for 2011. 93 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information...

  • Page 96
    ... 31, 2013 (Level 1) (Level 2) Total Fair Value Measurements at December 31, 2012 (Level 1) (Level 2) Total Balance Sheet Location Tssets: Derivatives designated as cash flow hedges: Interest rate caps Forward-starting interest rate swaps Other: Investments held in a rabbi trust Total assets at...

  • Page 97
    ... based on binding purchase prices from acquirers of Company restaurants that we plan to refranchise. In certain cases, our corporate development team may develop fair value estimates for assets held for sale for which there is no binding purchase price. These fair value measurements, which are...

  • Page 98
    Table of Contents The Cap Agreements are designated as cash flow hedges and to the extent they are effective in offsetting the variability of the variable rate interest payments, changes in the derivatives' fair values are not included in current earnings but are included in accumulated other ...

  • Page 99
    ...of cash dividends in the future, if any, will be at the discretion of our Board of Directors and will depend upon such factors as earnings levels, capital requirements, our overall financial condition and any other factors deemed relevant by our Board of Directors. 97 Source: Burger King Worldwide...

  • Page 100
    ... adjustment Net change in fair value of derivatives, net of tax Amounts reclassified to earnings of cash flow hedges, net of tax Pension and post-retirement benefit plans, net of tax Amortization of prior service costs, net of tax Balances at December 31, 2012 Foreign currency translation adjustment...

  • Page 101
    ..."2012 Omnibus Plan"). The 2012 Omnibus Plan generally provides for the grant of awards to employees, directors and other persons who provide services to the Company and its subsidiaries. The Board also froze the 2011 Omnibus Plan. We are currently issuing stock awards under the Burger King Worldwide...

  • Page 102
    ... annual dividend yield at the time of grant. The following is a summary of stock option activity under our plans for the year ended December 31, 2013: Weighted Tggregate Total Number of Options (in 0009s) Tverage Remaining Contractual Term (Yrs) Weighted Tverage Exercise Price Intrinsic Value...

  • Page 103
    ... dilutive effect of stock options. We exclude stock options from the calculation of diluted earnings per share if the effect of including such stock options is antidilutive. Basic and diluted earnings per share are as follows (in millions except for per share information): 2013 2012 2011 Numerator...

  • Page 104
    ...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 restaurants: Restaurant count at December 31, 2012 Openings Closures Refranchisings Restaurant count at December 31, 2013 183...

  • Page 105
    ...Relationships During the fiscal year ended June 30, 2000, we entered into long-term, exclusive contracts with soft drink 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...

  • Page 106
    ... 31, 2013 and $26.7 million as of December 31, 2012 for these claims. Note 21. 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 107
    ...of the following: 2013 2012 2011 Segment Income: U.S. and Canada EMEA LAC APAC Total Unallocated Management G&A Adjusted EBITDA Share-based compensation and non-cash incentive compensation expense Global portfolio realignment project costs Business combination agreement expenses Field optimization...

  • Page 108
    ... of Contents Long-lived assets include property and equipment, net, and net investment in property leased to franchisees. Only the United States represented 10% or more of our total long-lived assets as of December 31, 2013 and 2012. Long-lived assets in the United States, including the unallocated...

  • Page 109
    ... 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.

  • Page 110
    ... 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.

  • Page 111
    ...Statements of Operations 2013 NonGuarantors BKW BKCH Issuer Guarantors 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 112
    ... 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.

  • Page 113
    ...of Operations 2011 BKW BKCH Issuer Guarantors Non-Guarantors 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...

  • Page 114
    ... of term debt and capital leases Proceeds from stock option exercises Excess tax benefits from share-based compensation Dividends paid on common stock Repurchases of common stock Intercompany financing Net cash provided by (used for) financing activities Effect of exchange rates on cash and cash...

  • Page 115
    ... of term debt and capital leases Extinguishment of debt Payment of financing costs Dividends paid on common stock Proceeds from stock option exercises Intercompany financing Net cash provided by (used for) financing activities Effect of exchange rates on cash and cash equivalents Increase (decrease...

  • Page 116
    ... 12, 2014, our board declared a cash dividend of $0.07 per share, which will be paid on March 12, 2014 to shareholders of record on February 26, 2014. 113 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information contained herein...

  • Page 117
    ... and with the participation of the Company's management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of December 31, 2013. Based on that evaluation, the CEO...

  • Page 118
    ... Chief Financial Officer in December 2010, effective January 1, 2011. Since January 2008, Mr. Schwartz has been a partner with 3G Capital, where he was responsible for managing 3G Capital's private equity business. He joined 3G Capital in January 2005 as an analyst and worked with the firm's public...

  • Page 119
    ...an analyst in the corporate private equity area of the Blackstone Group in New York City. Axel Schwan. Mr. Schwan was appointed Executive Vice President, Global Chief Marketing Officer of the Company on January 2, 2014. He served as Vice President, Marketing and Communications for the Company's EMEA...

  • Page 120
    ...listed in the accompanying index are filed as part of this report. Exhibit Number Description 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...

  • Page 121
    ... Burger King Holdings, Inc.'s Current Report on Form 8-K filed on October 21, 2010 10.3 Joinder To Purchase Agreement, dated October 19, 2010, among Burger King Corporation, Burger King Holdings, Inc., and the subsidiary guarantors party thereto and J.P. Morgan Securities LLC and Barclays Capital...

  • Page 122
    ... under Burger King Worldwide Holdings, Inc. 2011 Omnibus Incentive Plan Employment Agreement by and between Burger King Corporation and Jose Cil, dated November 2, 2010 10.15†10.16†10.17†10.18†Assignment Letter from Jose Tomas, Chief Human Resources Officer, Burger King Corporation to...

  • Page 123
    ...S-8 filed on June 20, 2012 10.20†10.21†Burger King Corporation Officer Severance Plan 10.22†10.23 Burger King Worldwide, Inc. 2012 Omnibus Incentive Plan Form of Director Indemnification Agreement Incorporated herein by reference to the registrant's Current Report on Form 8-K filed on...

  • Page 124
    ... of Chief 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 120 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The...

  • Page 125
    ... by the undersigned, thereunto duly authorized. BURGER KING WORLDWIDE, INC. By: /s/ Daniel Schwartz Name: Daniel Schwartz Title: Chief Executive Officer Date: February 21, 2014 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following...

  • Page 126
    ... 31.2 32.1 32.1 List of Subsidiaries of the Registrant Consent of KPMG LLP 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, Inc. pursuant to Section...

  • Page 127
    ... 10.35 BURGER KING WORLDWIDE, INC. AMENDED AND RENTATED 2012 OMNIBUN INCENTIVE PLAN BOARD MEMBER RENTRICTED NTOCK UNIT AWARD AGREEMENT On or before December 31, 2012 you made an election to forgo some or all of your annual retainer paid to you as a Director and fees paid to you as a Director for...

  • Page 128
    ... to pay any withholding or other applicable taxes that may be due as a result of the grant or settlement of this Award and the receipt of Shares and cash hereunder. A-2 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information...

  • Page 129
    ... perform such duties, (ii) material violation of the Company's policies, procedures, rules and regulations, including, without limitation, the Board of Director Code of Conduct and the Burger King Companies' Code of Business Ethics and Conduct, in each case, as they may be amended from time to time...

  • Page 130
    ... your Service by the Company and you irrevocably release the Company from any such claim that may arise. A-4 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and...

  • Page 131
    ... securities law requirements and Company policies, as such laws and policies are amended from time to time. A-5 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed...

  • Page 132
    ... 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.

  • Page 133
    ..., the English version will control. A-7 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 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...

  • Page 134
    ...additional terms and conditions apply to you if you are located outside of the U.S. at the time of grant. A-8 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and...

  • Page 135
    ... sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization); A-9 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed...

  • Page 136
    ... purposes of this Award Agreement. A-10 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 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...

  • Page 137
    ... 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.

  • Page 138
    ... agree to comply with applicable Brazilian laws and pay any and all applicable taxes legally due by you associated with the RSUs, the receipt of any dividends or Dividend Equivalents, and the sale of Shares acquired under the Plan. NOTIFICATIONS Exchange Control Information . If you are resident...

  • Page 139
    UNITED KINGDOM TERMS & CONDITIONS Tax Acknowledgment. The following provisions supplement the Taxes section of the Award Agreement: You shall pay to the Company or any Affiliate any amount of income tax that the Company or the Affiliate may be required to account to HM Revenue & Customs ("HMRC") ...

  • Page 140
    ... connection with your purchase of Shares in the Company's 2013 Bonus Swap Prodram (the " Related Shares "). In the event of a conflict between the provisions of the Plan and this Award Adreement, the provisions of the Plan will dovern. Total Number of Base Option Shares: Total Number of Additional...

  • Page 141
    ... of your Service as provided for below. A-2 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 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 142
    ... of your Service for purposes of this Option. A-3 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 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 143
    ...), the definition in such Employment Adreement will control for purposes of this Award Adreement. A-4 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not...

  • Page 144
    ...Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (2) do not commit to structure the terms of the drant or any aspect of this Option to reduce or eliminate your liability for Tax-Related Items. A-5 Source: Burger King Worldwide, Inc., 10...

  • Page 145
    ..., minus the applicable exercise price. The Fair Market Value of any such Shares shall be determined as of the date of exercise of such Option. A-6 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information contained herein may...

  • Page 146
    ... exercise may increase or decrease in value; and A-7 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 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 147
    ...hold certain personal information about you, includind, but not limited to, your name, home address and telephone number, date of birth, social insurance or social security number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company...

  • Page 148
    ... Price per Share to such amount as may be required in order for the Option to be exempt from Section 409A). A-9 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed...

  • Page 149
    ... under the Plan or this Award Adreement. A-10 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 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 150
    ... 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.

  • Page 151
    ... TERBS AND CONDITIONS OF THE BURGER KING WORLDWIDE, INC. ABENDED AND RESTATED 2012 OBNIBUS INCENTIVE PLAN BATCHING OPTION AWARD AGREEBENT FOR NON-U.S. PARTICIPANTS Certain capitalized terms used but not defined in this Appendix A have the meaninds set forth in the Burder Kind Worldwide, Inc. Amended...

  • Page 152
    ... Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for TaxRelated Items in more than one jurisdiction. A-13 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information contained...

  • Page 153
    ... and the United States Dollar that may affect the value of this Option or of any amounts due to your pursuant to exercise of this Option or the subsequent sale of any Shares acquired upon exercise. No Advice Regarding Award . The Company is not providind any tax, ledal or financial advice, nor...

  • Page 154
    ... 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.

  • Page 155
    ... you adree to comply with applicable Brazilian laws and pay any Tax-Related Items associated with participation in the Plan, includind the exercise of this Option, the receipt of any dividends, and the sale of Shares acquired under the Plan. NOTIFICATIONS Exchange Control Information . If you are...

  • Page 156
    ...be employees of the Company or any Affiliate. The decision is a limited decision that is entered into upon the express assumption and condition that any drant will not A-17 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information...

  • Page 157
    ... you hold ridhts or assets ( e.g., Shares, cash, etc.) in a bank or brokerade account outside of Spain with a value in excess of â,¬50,000 per type of ridht or asset as of December 31 each year, you are required to report information on such ridhts and assets on your tax return for such year. Shares...

  • Page 158
    ... the Company or the Employer, as applicable, for the value of any employee National Insurance contributions due on this additional benefit. A-19 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information contained herein...

  • Page 159
    ... " Company "), with respect to a Non-Qualified Stock Option (the " Option") granted to the Participant on February 21, 2012. Unless defined in this Award Agreement, capitalized terms will have the same meanings ascribed to them in the Burger King Worldwide Holdings, Inc. 2011 Omnibus Incentive Plan...

  • Page 160
    ... Section of the Award Agreement. A-2 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 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...

  • Page 161
    ... 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.

  • Page 162
    ... to the Consulting Agreement, be deemed to have been terminated for Cause, effective as of the date of the events giving rise to Cause occurred. A-4 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information contained herein may...

  • Page 163
    ...denominator of which is the aggregate number of Related Shares originally purchased. A-5 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not warranted to...

  • Page 164
    ... subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (2) do not commit to structure the terms of the grant or any aspect of this Option to reduce or eliminate your liability for Tax-Related Items. Prior to exercise of this Option, you will pay or make...

  • Page 165
    ... decisions with respect to future awards, if any, will be at the sole discretion of the Company; A-7 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not...

  • Page 166
    ...social security number or other identification number, salary, nationality, job title, any shares of stock or A-8 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed...

  • Page 167
    ... 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.

  • Page 168
    ... AGREEMENT MAY BE BROUGHT EXCLUSIVELY IN THE COURTS OF THE STATE OF FLORIDA OR (TO THE EXTENT SUBJECT MATTER A-10 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed...

  • Page 169
    ... to the general nonU.S. terms and A-11 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 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...

  • 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-12 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 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 2011 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
    ... negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or A-14 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information contained...

  • Page 173
    ... and the United States Dollar that may affect the value of this Option or of any amounts due to you pursuant to exercise of this Option or the subsequent sale of any Shares acquired upon exercise. No Advice Regarding Award . The Company is not providing any tax, legal or financial advice, nor...

  • Page 174
    ... ownership of Shares to pay the Exercise Price or any Tax-Related Items in connection with this Option. A-16 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and...

  • Page 175
    ... Exchange Control Information . Cross-border payments in excess of â,¬12,500, including any cross-border payments in connection with the Plan, must be reported monthly to the German Central Bank. You are responsible for complying with the reporting obligations. A-17 Source: Burger King Worldwide...

  • Page 176
    ... of the terms and conditions of your employment. Policy Statement. The Award of Options the Company is making under the Plan is unilateral and discretionary and, therefore, the Company reserves the absolute right to amend it and discontinue it at any time without any liability. The Company, with...

  • Page 177
    ...the Dutch Financial Supervision Act, anyone who has "insider information" related to an issuing company is prohibited from effectuating a transaction A-19 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information contained herein...

  • Page 178
    ... of specific information concerning the issuing company to which the securities relate or the trade in securities issued by such company, which has not been made public and which, if published, would reasonably be expected to affect the share price, regardless of the development of the price. The...

  • Page 179
    ... a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, you understand that the grant A-21 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information contained...

  • Page 180
    ... return filed with 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. A-22 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information...

  • Page 181
    ...reimbursing the Company or the Employer, as applicable, for the value of any employee National Insurance contributions due on this additional benefit. A-23 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information contained herein...

  • Page 182
    .... (the "Company "), with respect to a Non-Qualified Stock Option (the " Option") granted to the Participant on March 1, 2013. Unless defined in this Award Agreement, capitalized terms will have the same meanings ascribed to them in the Burger King Worldwide, Inc. 2012 Omnibus Incentive Plan (as may...

  • Page 183
    ... Section of the Award Agreement. A-2 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 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...

  • Page 184
    ... 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.

  • Page 185
    ... to the Consulting Agreement, be deemed to have been terminated for Cause, effective as of the date of the events giving rise to Cause occurred. A-4 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information contained herein may...

  • Page 186
    ... to the product of (i) the total number of Option Shares and (ii) a fraction, (A) the numerator of which is the aggregate number of Related Shares A-5 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information contained herein...

  • Page 187
    ... Shares originally purchased. Taxes. Regardless of any action the Company or your Employer takes with respect to any or all income tax, social security or insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), you acknowledge that the ultimate liability...

  • Page 188
    ... decisions with respect to future awards, if any, will be at the sole discretion of the Company; A-7 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed and is not...

  • Page 189
    ...social security number or other identification number, salary, nationality, job title, any shares of stock or A-8 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed...

  • Page 190
    ... 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.

  • Page 191
    ... AGREEMENT MAY BE BROUGHT EXCLUSIVELY IN THE COURTS OF THE STATE OF FLORIDA OR (TO THE EXTENT SUBJECT MATTER A-10 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information contained herein may not be copied, adapted or distributed...

  • Page 192
    ...the English version will control. A-11 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 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...

  • Page 193
    ... 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-12 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information...

  • Page 194
    ... 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 195
    ... negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or A-14 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information contained...

  • Page 196
    ... and the United States Dollar that may affect the value of this Option or of any amounts due to your pursuant to exercise of this Option or the subsequent sale of any Shares acquired upon exercise. No Advice Regarding Award . The Company is not providing any tax, legal or financial advice, nor...

  • Page 197
    ... you agree to comply with applicable Brazilian laws and pay any and all applicable taxes legally due by you associated with the exercise of this Option, the receipt of any dividends, and the sale of Shares acquired under the Plan. NOTIFICATIONS Exchange Control Information . If you are resident or...

  • Page 198
    ... Exchange Control Information . Cross-border payments in excess of â,¬12,500, including any cross-border payments in connection with the Plan, must be reported monthly to the German Central Bank. You are responsible for complying with the reporting obligations. A-17 Source: Burger King Worldwide...

  • Page 199
    ... of the terms and conditions of your employment. Policy Statement. The Award of Options the Company is making under the Plan is unilateral and discretionary and, therefore, the Company reserves the absolute right to amend it and discontinue it at any time without any liability. The Company, with...

  • Page 200
    ...the Dutch Financial Supervision Act, anyone who has "insider information" related to an issuing company is prohibited from effectuating a transaction A-19 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information contained herein...

  • Page 201
    ... of specific information concerning the issuing company to which the securities relate or the trade in securities issued by such company, which has not been made public and which, if published, would reasonably be expected to affect the share price, regardless of the development of the price. The...

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    ... a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, you understand that the grant A-21 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information contained...

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    ... return filed with 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. A-22 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information...

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    ...reimbursing the Company or the Employer, as applicable, for the value of any employee National Insurance contributions due on this additional benefit. A-23 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar ® Document Research ℠The information contained herein...

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    ...Ltd. Burger King Nederland Services B.V. Burger King (RUS) LLC Burger King Saskatchewan Holdings, Inc. 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...

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    ...effectiveness of internal control over financial reporting as of December 31, 2013, which report appears in the December 31, 2013 annual report on Form 10-K of Burger King Worldwide, Inc. (signed) KPMG LLP February 21, 2014 Miami, Florida Certified Public Accountants Source: Burger King Worldwide...

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    ... that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ Daniel Schwartz Daniel Schwartz Chief Executive Officer Dated: February 21, 2014 124 Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by...

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    ... 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.

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    ... connection with the Annual Report on Form 10-K of Burger King Worldwide, Inc. (the "Company") for the year ended December 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Daniel Schwartz, Chief Executive Officer of the Company, certify, pursuant to...

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    ... In connection with the Annual Report on Form 10-K of Burger King Worldwide, Inc. (the "Company") for the year ended December 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Joshua Kobza, Chief Financial Officer of the Company, certify, pursuant to...

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    ... 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.