þ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2011 |
o |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the transition period from to |
Delaware | 75-3095469 | |
(State or Other Jurisdiction of | (I.R.S. Employer | |
Incorporation or Organization) | Identification No.) |
5505 Blue Lagoon Drive, Miami, Florida | 33126 | |
(Address of Principal Executive Offices) | (Zip Code) |
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o |
Page | ||||||||
PART I Financial Information
|
||||||||
Item 1. | 3 | |||||||
Item 2. | 32 | |||||||
Item 3. | 48 | |||||||
Item 4. | 48 | |||||||
|
||||||||
PART II Other Information
|
||||||||
|
||||||||
Item 1. | 50 | |||||||
Item 1A. | 51 | |||||||
Item 5. | 52 | |||||||
Item 6. | 56 | |||||||
57 | ||||||||
58 | ||||||||
EX-10.76 | ||||||||
EX-10.77 | ||||||||
EX-31.1 | ||||||||
EX-31.2 |
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
Condensed Consolidated Balance Sheets
As of
As of
March 31,
December 31,
2011
2010
(Unaudited)
(In millions, except share data)
$
267.1
$
207.0
139.1
148.0
173.6
159.2
26.4
23.2
606.2
537.4
1,171.7
1,193.6
2,976.8
2,931.9
529.0
529.9
138.2
140.0
231.1
226.6
$
5,653.0
$
5,559.4
$
75.2
$
90.2
90.5
82.5
263.6
249.4
30.4
32.9
459.7
455.0
2,689.4
2,652.0
62.7
63.7
201.2
208.2
744.5
725.5
4,157.5
4,104.4
1,563.5
1,563.5
(112.4
)
(105.6
)
44.4
(2.9
)
1,495.5
1,455.0
$
5,653.0
$
5,559.4
Table of Contents
Condensed Consolidated Statements of Operations
(Unaudited)
Successor
Predecessor
Three Months Ended
March 31,
2011
2010
(In millions)
$
392.5
$
439.2
132.2
129.9
27.3
27.8
552.0
596.9
126.7
138.0
120.0
138.2
110.8
113.3
357.5
389.5
109.2
117.8
17.9
15.2
5.0
(4.5
)
489.6
518.0
62.4
78.9
51.7
12.2
(1.3
)
(0.3
)
50.4
11.9
19.6
(7.6
)
67.0
(0.8
)
26.0
$
(6.8
)
$
41.0
Table of Contents
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Successor
Predecessor
Three Months Ended
March 31,
2011
2010
(In millions)
$
(6.8
)
$
41.0
40.5
27.5
19.6
(0.4
)
3.3
0.5
2.4
20.3
(2.8
)
0.2
0.1
0.2
4.3
13.1
(1.7
)
11.6
(7.8
)
(10.3
)
(3.7
)
(16.2
)
(32.8
)
6.6
12.3
8.2
25.0
(6.2
)
(4.8
)
66.0
77.2
(9.7
)
(26.3
)
7.9
4.7
(12.8
)
2.0
2.2
(0.1
)
0.9
0.1
(31.3
)
1,857.6
(1,844.0
)
(17.0
)
9.0
(9.0
)
(23.1
)
(8.5
)
2.4
1.1
(9.5
)
(22.0
)
3.5
(5.7
)
60.1
18.2
207.0
139.9
$
267.1
$
158.1
Table of Contents
Condensed Consolidated Statements of Cash Flows (Continued)
(Unaudited)
Successor
Predecessor
Three Months Ended
March 31,
2011
2010
(In millions)
$
29.5
$
11.9
$
6.6
$
9.2
$
$
0.2
$
$
4.3
Table of Contents
(Unaudited)
Table of Contents
Table of Contents
Table of Contents
Successor
Predecessor
Three Months Ended
March 31,
2011
2010
(In millions, except restaurant count)
35
$
$
4.0
4.9
6.4
(2.5
)
$
$
12.8
Successor
Predecessor
Three Months Ended
March 31,
2011
2010
(In millions, except restaurant count)
7
5
3
$
0.4
$
(3.2
)
Table of Contents
As of
As of
March 31,
December 31,
2011
2010
(In millions)
$
880.5
$
859.4
(16.8
)
(7.2
)
$
863.7
$
852.2
As of
As of
March 31,
December 31,
2011
2010
(In millions)
$
26.8
$
26.8
(1.2
)
(0.7
)
$
25.6
$
26.1
Table of Contents
Successor
Predecessor
Three Months Ended
March 31,
2011
2010
(In millions)
$
(6.8
)
$
41.0
45.6
1.9
2.3
1.1
(0.6
)
(0.2
)
0.5
47.3
3.3
$
40.5
$
44.3
(1)
Amounts are presented net of tax of $1.6 million and $0.6 million for the three months
ended March 31, 2011 and 2010, respectively.
(2)
Amounts are presented net of tax of $0.4 million and $0.1 million for the three months
ended March 31, 2011 and 2010, respectively.
(3)
The tax effect for the three-month period ended March 31, 2010 was not significant.
Table of Contents
Principal
Interst rates (a)
As of
As of
March 31,
December 31,
Three Months Ended
Maturity dates
2011
2010
March 31, 2011
(In millions)
2016
$
1,596.0
$
1,510.0
6.2%
2016
282.7
334.2
6.4%
2018
800.0
800.0
10.3%
2016
40.8
42.4
2.5%
2016
9.1
11.1
2.9%
2015
N/A
N/A
1.3
1.4
2,729.9
2,699.1
(24.4
)
(27.0
)
$
2,705.5
$
2,672.1
(a)
Represents the effective interest rate for the instrument computed on
a quarterly basis, including the amortization of deferred debt
issuance costs and discount, as applicable, and in the case of the
Companys Secured Term Loans, the effect of interest rate caps.
(b)
Principal face amount herein is presented gross of a 1% discount of
$14.8 million on the USD tranche and $1.3 million on the Euro tranche at March 31, 2011 and $16.8 million on the USD tranche and $3.3 million on the Euro tranche at December 31, 2010.
Table of Contents
Table of Contents
Successor
Predecessor
Three Months Ended
March 31,
2011
2010
(In millions)
$
21.1
$
4.5
0.3
19.8
3.6
6.2
3.5
2.4
2.5
$
51.7
$
12.2
(a)
The effective interest rate for the three month period ended March 31, 2010 for the
Predecessor term loans was 4.7%.
Table of Contents
As of March 31, 2011
Fair Value Measurements at March 31, 2011
Carrying Value and Balance Sheet Location
Assets (Liabilities)
Quoted Prices
in Active
Significant
Markets for
Other
Significant
Prepaid and
Identical
Observable
Unobservable
Other Current
Other Accrued
Other
Instruments
Inputs
Inputs
Description
Assets
Other Assets
Liabilities
liabilities
(Level 1)
(Level 2)
(Level 3)
(In millions)
$
1.0
$
92.4
$
$
$
$
93.4
$
(0.1
)
(0.l
)
$
1.0
$
92.4
$
(0.1
)
$
$
$
93.3
$
$
$
$
(1.7
)
$
$
$
(1.7
)
$
6.9
6.9
(6.3
)
(6.3
)
$
6.9
$
$
(8.0
)
$
$
$
(1.1
)
$
$
$
21.5
$
$
$
21.5
$
$
$
$
21.5
$
$
$
21.5
$
$
Table of Contents
As of December 31, 2010
Fair Value Measurements at December 31, 2010
Carrying Value and Balance Sheet Location
Assets (Liabilities)
Quoted Prices
in Active
Significant
Markets for
Other
Significant
Prepaid and
Identical
Observable
Unobservable
Other Current
Other Accrued
Other
Instruments
Inputs
Inputs
Description
Assets
Other Assets
Liabilities
liabilities
(Level 1)
(Level 2)
(Level 3)
(In millions)
$
11.1
$
80.0
$
$
$
$
91.1
$
0.1
0.1
$
11.2
$
80.0
$
$
$
$
91.2
$
$
$
$
(2.6
)
$
$
$
(2.6
)
$
7.8
7.8
(7.6
)
(7.6
)
$
7.8
$
$
(10.2
)
$
$
$
(2.4
)
$
$
$
22.2
$
$
$
22.2
$
$
$
$
22.2
$
$
$
22.2
$
$
Table of Contents
Table of Contents
Successor
Predecessor
For the Three Months Ended
For the Three Months Ended
March 31, 2011
March 31, 2010
Foreign
Foreign
Currency
Currency
Interest
Interest
Forward
Interest
Foward
Rate Caps
Rate Swaps
Contracts
Total
Rate Swaps
Contracts
Total
(In millions)
$
4.2
$
$
(0.1
)
$
4.1
$
(4.1
)
$
0.2
$
(3.9
)
$
1.0
$
$
0.1
$
1.1
$
(5.3
)
$
$
(5.3
)
$
$
$
$
$
$
(0.3
)
$
(0.3
)
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
0.2
$
0.2
$
$
21.7
$
21.7
$
$
1.0
$
$
1.0
$
$
$
(1)
Includes zero in gains for the three months ended March 31, 2011 related to the
terminated hedges, and $0.4 million for the three months ended March 31, 2010.
(2)
No ineffectiveness has been recorded in earnings related to the interest rate swap
agreements during the three months ended March 31, 2011. The amount of ineffectiveness
recorded in earnings related to interest rate swap agreements during the three months ended
March 31, 2010 was not significant.
Table of Contents
Successor
Predecessor
Three Months Ended
March 31,
2011
2010
35.0
%
35.0
%
1.1
3.0
(25.9
)
0.2
(23.7
)
(2.0
)
1.3
0.7
13.6
0.9
11.1
0.7
(2.0
)
0.3
(10.5
)%
38.8
%
Table of Contents
Successor
Predecessor
Retirement Benefits
Three Months Ended
March 31,
2011
2010
(In millions)
$
0.4
$
0.9
2.7
2.9
(2.6
)
(2.6
)
(0.1
)
$
0.5
$
1.1
Successor
Predecessor
Three Months Ended
March 31,
2011
2010
(In millions)
$
0.4
$
(3.2
)
0.4
(0.6
)
3.2
(1.9
)
1.0
1.2
$
5.0
$
(4.5
)
Table of Contents
Table of Contents
Successor
Predecessor
Three Months Ended
March 31,
2011
2010
(In millions)
$
375.4
$
407.1
147.4
163.8
29.2
26.0
$
552.0
$
596.9
Table of Contents
Successor
Predecessor
Three Months Ended
March 31,
2011
2010
(In millions)
$
70.2
$
85.8
18.8
16.6
13.3
8.5
(39.9
)
(32.0
)
62.4
78.9
50.4
11.9
19.6
(7.6
)
67.0
(0.8
)
26.0
$
(6.8
)
$
41.0
Table of Contents
Condensed Consolidating Balance Sheet
As of March 31, 2011
(Unaudited)
Non-
Issuer
Guarantors
Guarantors
Eliminations
Consolidated
$
160.4
$
0.7
$
106.0
$
267.1
86.4
52.7
139.1
150.8
22.8
173.6
25.5
0.9
26.4
423.1
0.7
182.4
606.2
956.9
214.8
1,171.7
1,816.7
1,160.1
2,976.8
529.0
529.0
126.6
11.6
138.2
384.6
(384.6
)
962.9
1,495.5
(2,458.4
)
192.3
38.8
231.1
$
5,392.1
$
1,496.2
$
1,607.7
$
(2,843.0
)
$
5,653.0
$
40.6
$
$
34.6
$
75.2
60.3
30.2
90.5
196.3
67.3
263.6
28.5
1.9
30.4
325.7
134.0
459.7
2,689.4
2,689.4
44.2
18.5
62.7
182.0
19.2
201.2
0.7
383.9
(384.6
)
655.3
89.2
744.5
3,896.6
0.7
644.8
(384.6
)
4,157.5
1,562.5
1,563.5
965.7
(2,528.2
)
1,563.5
(111.4
)
(112.4
)
(17.5
)
128.9
(112.4
)
44.4
44.4
14.7
(59.1
)
44.4
1,495.5
1,495.5
962.9
(2,458.4
)
1,495.5
$
5,392.1
$
1,496.2
$
1,607.7
$
(2,843.0
)
$
5,653.0
Table of Contents
Condensed Consolidating Balance Sheet
As of December 31, 2010
(In millions)
Non-
Issuer
Guarantors
Guarantors
Eliminations
Consolidated
$
132.9
$
0.7
$
73.4
$
207.0
94.4
53.6
148.0
131.5
27.7
159.2
22.3
0.9
23.2
381.1
0.7
155.6
537.4
973.8
219.8
1,193.6
1,817.0
1,114.9
2,931.9
529.9
529.9
128.4
11.6
140.0
369.5
(369.5
)
911.8
1,455.0
(2,366.8
)
194.5
32.1
226.6
$
5,306.0
$
1,455.7
$
1,534.0
$
(2,736.3
)
$
5,559.4
$
58.5
$
$
31.7
$
90.2
62.6
19.9
82.5
166.3
0.1
83.0
249.4
31.0
1.9
32.9
318.4
0.1
136.5
455.0
2,652.0
2,652.0
45.2
18.5
63.7
191.3
0.1
16.8
208.2
0.5
369.0
(369.5
)
644.1
81.4
725.5
3,851.0
0.7
622.2
(369.5
)
4,104.4
1,562.5
1,563.5
965.7
(2,528.2
)
1,563.5
(104.6
)
(105.6
)
(23.6
)
128.2
(105.6
)
(2.9
)
(2.9
)
(30.3
)
33.2
(2.9
)
1,455.0
1,455.0
911.8
(2,366.8
)
1,455.0
$
5,306.0
$
1,455.7
$
1,534.0
$
(2,736.3
)
$
5,559.4
Table of Contents
Condensed Consolidating Statements of Operations
Three Months Ended March 31, 2011
(In millions)
(Unaudited)
Non-
Issuer
Guarantors
Guarantors
Eliminations
Consolidated
$
248.9
$
$
143.6
$
$
392.5
82.9
49.3
132.2
1.6
(1.6
)
20.8
6.5
27.3
354.2
197.8
552.0
81.3
45.4
126.7
77.6
42.4
120.0
65.7
45.1
110.8
224.6
132.9
357.5
71.5
37.7
109.2
(1.6
)
1.6
11.8
6.1
17.9
0.7
4.3
5.0
307.0
182.6
489.6
47.2
15.2
62.4
51.0
0.7
51.7
(2.2
)
2.2
(0.9
)
(0.4
)
(1.3
)
47.9
2.5
50.4
19.6
19.6
(20.3
)
12.7
(7.6
)
(7.4
)
6.6
(0.8
)
(12.9
)
6.1
(6.8
)
6.1
(6.8
)
0.7
$
(6.8
)
$
(6.8
)
$
6.1
$
0.7
$
(6.8
)
Table of Contents
Condensed Consolidating Statements of Operations
Three Months Ended March 31, 2010
(In millions)
(Unaudited)
Non-
Issuer
Guarantors
Guarantors
Eliminations
Consolidated
$
278.1
$
$
161.1
$
$
439.2
85.2
44.7
129.9
1.4
1.6
(3.0
)
20.8
7.0
27.8
385.5
214.4
(3.0
)
596.9
88.7
49.3
138.0
86.4
51.8
138.2
64.9
48.4
113.3
240.0
149.5
389.5
71.9
45.9
117.8
1.6
1.4
(3.0
)
9.0
6.2
15.2
(3.0
)
(1.5
)
(4.5
)
319.5
201.5
(3.0
)
518.0
66.0
12.9
78.9
11.5
0.7
12.2
(2.4
)
2.4
0.3
(0.6
)
(0.3
)
9.4
2.5
11.9
56.6
10.4
67.0
23.3
2.7
26.0
33.3
7.7
41.0
7.7
41.0
(48.7
)
$
41.0
$
41.0
$
7.7
$
(48.7
)
$
41.0
Table of Contents
Condensed Consolidating Statements of Cash Flows
Three Months Ended March 31, 2011
(In millions)
(Unaudited)
Issuer
Guarantor
Non-Guarantor
Eliminations
Consolidated
$
(6.8
)
$
(6.8
)
$
6.1
$
0.7
$
(6.8
)
(6.1
)
6.8
(0.7
)
27.1
13.4
40.5
19.6
19.6
3.3
3.3
0.5
1.9
2.4
0.2
(0.2
)
0.2
0.2
13.1
13.1
8.3
3.3
11.6
(12.8
)
2.5
(10.3
)
(17.8
)
1.6
(16.2
)
(2.4
)
9.0
6.6
22.8
(14.6
)
8.2
(10.6
)
3.5
0.9
(6.2
)
38.6
26.5
0.9
66.0
(6.9
)
(2.8
)
(9.7
)
1.0
6.9
7.9
2.0
2.0
(0.1
)
(0.1
)
(4.0
)
4.1
0.1
1,857.6
1,857.6
(1,843.5
)
(0.5
)
(1,844.0
)
(23.1
)
(23.1
)
1.4
(0.5
)
(0.9
)
(7.6
)
(1.0
)
(0.9
)
(9.5
)
0.5
3.0
3.5
27.5
32.6
60.1
132.9
0.7
73.4
207.0
$
160.4
$
0.7
$
106.0
$
$
267.1
Table of Contents
Condensed Consolidating Statements of Cash Flows
Three Months Ended March 31, 2010
(In millions)
(Unaudited)
Issuer
Guarantor
Non-Guarantor
Eliminations
Consolidated
$
41.0
$
41.0
$
7.7
$
(48.7
)
$
41.0
(7.7
)
(41.0
)
48.7
20.1
7.4
27.5
0.1
0.1
0.2
(0.4
)
(0.4
)
0.5
0.5
20.4
(0.1
)
20.3
(2.5
)
(0.3
)
(2.8
)
0.1
0.1
3.6
0.7
4.3
(1.7
)
(1.7
)
(4.4
)
(3.4
)
(7.8
)
(4.0
)
0.3
(3.7
)
(27.3
)
(5.5
)
(32.8
)
11.7
0.6
12.3
19.3
5.7
25.0
(2.6
)
(1.7
)
(0.5
)
(4.8
)
66.1
11.6
(0.5
)
77.2
(18.2
)
(8.1
)
(26.3
)
3.7
1.0
4.7
(12.8
)
(12.8
)
2.0
0.2
2.2
0.9
0.9
(11.6
)
(19.7
)
(31.3
)
(16.6
)
(0.4
)
(17.0
)
9.0
9.0
(9.0
)
(9.0
)
(8.5
)
(8.5
)
2.4
2.4
1.1
1.1
(7.2
)
6.1
0.6
0.5
(22.7
)
0.2
0.5
(22.0
)
(5.7
)
(5.7
)
31.8
(13.6
)
18.2
4.3
135.6
139.9
$
36.1
$
$
122.0
$
$
158.1
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Successor
Predecessor
For the
Three Months Ended
March 31,
2011
2010
(In constant currencies)
(6.0
)%
(4.0
)%
4.7
%
(3.9
)%
(4.3
)%
(5.2
)%
(3.6
)%
(4.0
)%
(6.0
)%
(6.4
)%
1.4
%
1.7
%
4.5
%
(1.4
)%
(2.8
)%
(3.7
)%
(6.0
)%
(6.1
)%
1.7
%
1.1
%
4.0
%
(1.6
)%
(2.8
)%
(3.7
)%
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Successor
Predecessor
For the Three Months Ended
March 31,
2011
2010
(In constant currencies)
(5.1
)%
(5.5
)%
10.3
%
7.3
%
18.9
%
3.0
%
1.5
%
(1.5
)%
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Successor
Predecessor
As of March 31,
2011
2010
981
1,030
261
333
97
95
1,339
1,458
6,565
6,527
3,344
3,116
1,053
1,014
10,962
10,657
12,301
12,115
Successor
Predecessor
Three Months Ended March 31, 2011
2011
2010
(2.8
)%
(3.7
)%
1.5
%
(1.5
)%
$
293.0
$
294.0
Table of Contents
Successor
Predecessor
For the Three Months Ended March 31,
2011
2010
Increase/
Amount
Amount
(Decrease)
(In millions)
$
392.5
$
439.2
(11
)%
132.2
129.9
2
%
27.3
27.8
(2
)%
552.0
596.9
(8
)%
357.5
389.5
(8
)%
109.2
117.8
(7
)%
17.9
15.2
18
%
5.0
(4.5
)
NM
489.6
518.0
(5
)%
62.4
78.9
(21
)%
51.7
12.2
324
%
(1.3
)
(0.3
)
333
%
50.4
11.9
324
%
19.6
NM
(7.6
)
67.0
(111
)%
(0.8
)
26.0
(103
)%
$
(6.8
)
$
41.0
(117
)%
NM- Not meaningful.
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Successor
Predecessor
Three Months Ended March 31,
2011
2010
% Change
(In millions)
$
19.0
$
21.6
(12
)%
62.9
85.4
(26
)%
0.2
4.3
(95
)%
14.1
6.5
117
%
13.0
NM
90.2
96.2
(6
)%
$
109.2
$
117.8
(7
)%
NM Not meaningful
Table of Contents
Successor
Predecessor
Three Months Ended
March 31,
2011
2010
(In millions)
$
0.4
$
(3.2
)
0.4
(0.6
)
3.2
(1.9
)
1.0
1.2
$
5.0
$
(4.5
)
Table of Contents
Successor
Predecessor
Three Months Ended
March 31,
2011
2010
(In millions)
$
70.2
$
85.8
18.8
16.6
13.3
8.5
(39.9
)
(32.0
)
$
62.4
$
78.9
Table of Contents
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Successor
Predecessor
For the
Three Months Ended
March 31,
2011
2010
(In millions)
$
1.8
$
6.7
7.5
15.9
0.4
3.7
$
9.7
$
26.3
Table of Contents
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Global economic or other business conditions that may affect the desire or ability of
our customers to purchase our products such as inflationary pressures, high unemployment
levels, increases in gas prices, declines in median income growth, consumer confidence and
consumer discretionary spending and changes in consumer perceptions of dietary health and
food safety, and the impact of negative sales and traffic on our business, including the
risk that we will be required to incur non-cash impairment or other charges that reduce our
earnings;
Risks related to our substantial indebtedness, which could adversely affect our
financial condition and prevent us from fulfilling our obligations
under our Credit
Facilities and Senior Notes;
Risks related to the financial strength of our franchisees, which could result in, among
other things, restaurant closures, delayed or reduced payments to us of royalties,
advertising contributions and rents, and an inability to obtain financing to fund
development, restaurant remodels or equipment initiatives on acceptable terms or at all;
Table of Contents
Risks arising from the significant and rapid fluctuations in interest rates and in the
currency exchange markets and the decisions and positions that we take to hedge such
volatility;
Risks related to adverse weather conditions and other uncontrollable events, and the
impact of such events on our operating results;
Our ability to compete domestically and internationally in an intensely competitive
industry;
Our ability to successfully implement our domestic and international growth strategy and
risks related to our international operations;
Risk related to the concentration of our restaurants in limited geographic areas, such
as Germany, where we have experienced and may continue to experience declining sales and
operating profits;
Our ability to realize anticipated cost savings and efficiencies, including those
arising from our recent staff reductions and cost reduction plans and our ability to
successfully implement our business strategy with reduced personnel;
Our ability to manage changing labor conditions and costs in the U.S. and
internationally, including future mandated health care costs, if we or our franchisees
choose not to pass, or cannot pass, these increased costs on to our guests;
Our ability and the ability of our franchisees to manage cost increases;
Our relationship with, and the success of, our franchisees and risks related to our
restaurant ownership mix;
The effectiveness of our marketing and advertising programs and franchisee support of
these programs;
Risks related to food safety, including foodborne illness and food tampering, and the
safety of toys and other promotional items available in our restaurants;
Risks arising from the interruption or delay in the availability of our food or other
supplies, including those that would arise from the loss of any of our major distributors,
particularly in those international markets where we have a single distributor;
Our ability to successfully execute our portfolio management strategy to increase sales
and profitability and to reposition our remodeling program to drive meaningful sales lifts
and maximize return on capital;
Our ability to implement our growth strategy and strategic initiatives given
restrictions imposed by our Amended Credit Agreement and Senior Notes Indenture;
Risks related to the ability of counterparties to our Credit Facilities, interest rate
caps and foreign currency forward contracts to fulfill their commitments and/or
obligations;
Risks related to interruptions or security breaches of our computer systems and risks
related to the lack of integration of our worldwide technology systems;
Risks related to changes in the mix of earnings in countries with different statutory
tax rates, changes in the valuation of deferred tax assets and liabilities and continued
losses in certain international Company restaurant markets and changes resulting from the
Transactions that could negatively impact our effective tax rate and our ability to utilize
foreign tax credits to offset our U.S. income taxes;
Risks related to the reasonableness of our tax estimates, including sales, excise, GST,
VAT and other taxes;
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Adverse legal judgments, settlements or pressure tactics; and
Adverse legislation or regulation.
Table of Contents
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Investment Rights: an opportunity to purchase full or fractional shares of Parent
Common Stock. Investment Rights entitle a participant to purchase for cash a stated number
of millishares at a stated purchase price that is not less than the fair market value of a
millishare as of the date of grant;
Options: an option or right to purchase full or fractional shares of Parent Common
Stock for a stated price, subject to certain vesting and other conditions;
Restricted Stock Units: a contractual right (denominated in shares or fractional shares) which represents the right to receive a share (or fractional shares) or the value
of a share (or fractional shares) at a future date, subject to certain vesting and other
conditions;
Restricted Stock: a share (or fractional share) bearing a legend referring to the
terms, conditions and restrictions applicable to such restricted stock. The Committee may
impose limitations on the right to vote, receive dividends, transfer or such other
restrictions as the Committee shall deem appropriate;
Stock Appreciation Rights (SARs): a right based on an increase in value of shares (or
millishares) over a specific period of time, exercisable upon such terms and conditions set
by the Committee. Freestanding SARs shall not have a term of greater than 10 years or,
unless it is a substitute award, an exercise price less than 100% of the fair market value
of the share on the date of grant;
Performance Awards: a right denominated as a cash amount, number of shares (or
millishares) or a combination thereof, that is earned or becomes exercisable upon
achievement or satisfaction of performance conditions specified by the Committee. In
addition, the Committee may specify that any other award shall constitute a Performance
Award by conditioning the right to exercise, settle or receive the award upon achievement
or satisfaction of such performance and other conditions specified by
the Committee. Performance measures may vary from Performance Award to Performance Award and
from participant to participant, and may be established on a freestanding basis, in tandem or
in the alternative;
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Dividend Equivalents: a right to receive cash, shares, other awards or other property
equal in value to dividends paid with respect to shares (or millishares); and
Other Awards: other awards of cash, shares or other property as may be authorized by
the Committee upon such other terms and conditions to be determined by the Committee and
subject to limitations under applicable law.
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Achievement
Global
Target Bonus
X
Percentage
X
Multiplier
=
Bonus Payout
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Table of Contents
Exhibit
Number
Description
10.76
10.77
31.1
31.2
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BURGER KING HOLDINGS, INC
.
(Registrant)
Date: May 12, 2011
By:
/s/ Daniel Schwartz
Name:
Daniel Schwartz
Title:
Chief Financial Officer
(principal financial officer)
(duly authorized officer)
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Exhibit
Number
Description
10.76
10.77
31.1
31.2
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
Exercise Price per Millishare:
|
$15.82 per Millishare | |
|
||
Grant Date:
|
February 3, 2011 | |
|
||
Expiration Date:
|
February 2, 2021 | |
|
||
Vesting Date:
|
October 19, 2015, subject to your continued Service through the Vesting Date and further subject to the Section entitled Termination in Exhibit A . |
GRANTEE
|
||||
Name: | ||||
BURGER KING WORLDWIDE HOLDINGS, INC.
|
||||
By: | ||||
Name: | ||||
Title: | ||||
A-1
A-2
A-3
Type of Termination | Option Exercise Period | ||||
Without Cause
|
90 day period beginning on the date of termination | ||||
Resignation
|
90 day period beginning on the date of termination | ||||
Retirement
|
One year period beginning on the date of termination | ||||
Disability
|
One year period beginning on the date of termination | ||||
Death
|
One year period beginning on the date of termination | ||||
For Cause
|
None, the Option expires immediately | ||||
A-4
A-5
A-6
A-7
A-8
A-9
A-10
A-11
A-12
1. | I have reviewed this quarterly report on Form 10-Q of Burger King Holdings, Inc: | ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c. | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d. | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
/s/ Bernardo Hees | ||||
Bernardo Hees | ||||
Chief Executive Officer | ||||
1. | I have reviewed this quarterly report on Form 10-Q of Burger King Holdings, Inc: | ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c. | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d. | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
/s/ Daniel Schwartz | ||||
Daniel Schwartz | ||||
Chief Financial Officer | ||||