Burger King Worldwide, Inc. (Form: 10-Q, Received: 04/26/2013 09:56:51)

Large accelerated filer

Accelerated filer

Non-accelerated filer

x (Do not check if a smaller reporting company)

Smaller reporting company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2013

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-35511

BURGER KING WORLDWIDE, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware		45-5011014
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

5505 Blue Lagoon Drive, Miami, Florida		33126
(Address of Principal Executive Offices)		(Zip Code)

(305) 378-3000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one);

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of March 31, 2013, there were 350,769,811 shares of the Registrant’s Common Stock outstanding.

BURGER KING WORLD WIDE, INC. AND SUBSIDIARIES

TABLE OF CONTENTS


		Page

	PART I – Financial Information

Item 1.	Financial Statements		3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		39
Item 4.	Controls and Procedures		39

	PART II – Other Information

Item 1.	Legal Proceedings		41
Item 5.	Other Information		41
Item 6.	Exhibits		42
	Signatures		42
	Index to Exhibits		43

PART I — Financial Information

Item1. Financial Statements

BURGER KING WORLDWIDE, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In millions, except share data)

(Unaudited)


	As of
	March 31, 2013			December 31, 2012
ASSETS
Current assets:
Cash and cash equivalents	$	598.8		$	546.7
Trade and notes receivable, net		173.4			179.0
Prepaids and other current assets, net		115.3			91.3
Deferred income taxes, net		70.9			73.5

Total current assets		958.4			890.5
Property and equipment, net of accumulated depreciation of $191.8 million and $200.8 million, respectively		856.5			885.2
Intangible assets, net		2,773.2			2,811.2
Goodwill		613.2			619.2
Net investment in property leased to franchisees		176.3			180.4
Other assets, net		194.7			177.5

Total assets	$	5,572.3		$	5,564.0

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts and drafts payable	$	50.4		$	68.7
Accrued advertising		87.5			66.5
Other accrued liabilities		207.4			206.8
Current portion of long term debt and capital leases		62.2			55.8

Total current liabilities		407.5			397.8
Term debt, net of current portion		2,900.0			2,905.1
Capital leases, net of current portion		84.4			88.4
Other liabilities, net		353.8			382.4
Deferred income taxes, net		633.4			615.3

Total liabilities		4,379.1			4,389.0

Commitments and Contingencies (Note 15)

Stockholders’ equity:
Preferred stock, $0.01 par value; 200,000,000 shares authorized; no shares issued or outstanding		—			—
Common stock, $0.01 par value; 2,000,000,000 shares authorized; 350,769,811 shares issued and outstanding at March 31, 2013; 350,238,771 shares issued and outstanding at December 31, 2012;		3.5			3.5
Additional paid-in capital		1,212.4			1,205.7
Retained earnings		94.4			76.1
Accumulated other comprehensive loss		(117.1	)		(110.3	)

Total stockholders’ equity		1,193.2			1,175.0

Total liabilities and stockholders’ equity	$	5,572.3		$	5,564.0

See accompanying notes to consolidated financial statements.

BURGER KING WORLDWIDE, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(In millions, except per share data)

(Unaudited)


	Three Months Ended March 31,
	2013		2012
Revenues:
Company restaurant revenues	$	121.1	$	396.2
Franchise and property revenues		206.6		173.7

Total revenues		327.7		569.9

Company restaurant expenses:
Food, paper and product costs		38.5		130.0
Payroll and employee benefits		37.5		119.5
Occupancy and other operating costs		32.1		104.5

Total Company restaurant expenses		108.1		354.0
Franchise and property expenses		36.3		23.8
Selling, general and administrative expenses		66.7		95.0
Other operating expenses, net		14.2		13.0

Total operating costs and expenses		225.3		485.8

Income from operations		102.4		84.1
Interest expense, net		49.1		59.1
Loss on early extinguishment of debt		—		3.5

Income before income taxes		53.3		21.5
Income tax expense		17.5		7.2

Net income	$	35.8	$	14.3

Earnings per share:
Basic	$	0.10	$	0.04
Diluted	$	0.10	$	0.04
Weighted average shares outstanding
Basic		350.5		349.8
Diluted		357.1		351.9
Dividends per common share	$	0.05	$	—

See accompanying notes to condensed consolidated financial statements.

BURGER KING WORLDWIDE, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income

(In millions)

(Unaudited)


	Three Months Ended March 31,
	2013			2012
Net income	$	35.8		$	14.3

Foreign currency translation adjustment		(30.3	)		39.3
Net change in fair value of net investment hedges (net of tax of $5.0 and $3.8)		7.8			(5.9	)
Net change in fair value of interest rate caps/swaps (net of tax of $9.6 and $1.0)		14.8			(2.7	)
Amounts reclassified to earnings of cash flow hedges (net of tax of $0.5 and $0.2)		0.7			(0.4	)
Pension and post-retirement benefit plans (net of tax of $0.3 and $4.2)		0.5			6.5
Amortization of prior service costs (net of tax of $0.3 and $0.2)		(0.5	)		0.2
Amortization of actuarial losses (net of tax of $0.1 and $0)		0.2			—

Other comprehensive income (loss), net of tax		(6.8	)		37.0

Total comprehensive income	$	29.0		$	51.3

See accompanying notes to condensed consolidated financial statements.

BURGER KING WORLDWIDE, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(In millions)

(Unaudited)


	Three Months Ended March 31,
	2013			2012
Cash flows from operating activities:
Net income	$	35.8		$	14.3
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		16.6			34.0
Loss on early extinguishment of debt		—			3.5
Amortization of deferred financing costs and debt issuance discount		13.5			15.3
Equity in net loss from unconsolidated affiliates		5.2			1.2
Loss (gain) on remeasurement of foreign denominated transactions		2.4			(0.3	)
Amortization of defined benefit pension and postretirement items		(0.2	)		(0.4	)
Realized loss on terminated caps/swaps		1.3			0.6
Net loss on refranchisings and dispositions of assets		3.1			8.9
Bad debt expense, net of recoveries		1.0			1.3
Share-based compensation		2.0			7.3
Deferred income taxes		7.4			(6.6	)
Changes in current assets and liabilities, excluding dispositions:
Trade and notes receivables		2.3			3.4
Prepaids and other current assets		(1.6	)		(9.2	)
Accounts and drafts payable		(17.0	)		(9.7	)
Accrued advertising		13.3			(6.2	)
Other accrued liabilities		3.0			(5.4	)
Other long-term assets and liabilities		(9.2	)		1.1

Net cash provided by operating activities		78.9			53.1

Cash flows from investing activities:
Payments for property and equipment		(7.3	)		(16.6	)
Proceeds from refranchisings, disposition of assets and restaurant closures		10.1			7.4
Return of investment on direct financing leases		3.5			3.1
Other investing activities		—			0.3

Net cash provided by (used for) investing activities		6.3			(5.8	)

Cash flows from financing activities:
Repayments of term debt and capital leases		(13.2	)		(11.5	)
Extinguishment of debt		—			(58.0	)
Proceeds from stock option exercises		1.2			—
Dividends paid on common stock		(17.5	)		—

Net cash used for financing activities		(29.5	)		(69.5	)

Effect of exchange rates on cash and cash equivalents		(3.6	)		(6.2	)
Increase (decrease) in cash and cash equivalents		52.1			(28.4	)
Cash and cash equivalents at beginning of period		546.7			459.0

Cash and cash equivalents at end of period	$	598.8		$	430.6

Supplemental cash flow disclosures:
Interest paid	$	14.2		$	25.1
Income taxes paid	$	4.8		$	3.7
Non-cash investing and financing activities:
Acquisition of property with capital lease obligations	$	0.3		$	29.2

See accompanying notes to condensed consolidated financial statements.

BURGER KING WORLDWIDE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Tabular amounts in millions of dollars unless noted otherwise)

Note 1. Basis of Presentation and Consolidation

We have prepared the accompanying unaudited Condensed Consolidated Financial Statements (“Financial Statements”) in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Therefore, the Financial Statements should be read in conjunction with the audited Consolidated Financial Statements contained in our Annual Report on Form 10-K filed with the SEC on February 22, 2013.

The Financial Statements include our accounts and the accounts of our wholly-owned subsidiaries. Investments in affiliates owned 50% or less and variable interest entities (“VIEs”) in which we are not deemed to be the primary beneficiary are accounted for by the equity method. All material intercompany balances and transactions have been eliminated in consolidation.

We have investments in certain franchisee entities that are VIEs. We are required to consolidate VIEs where we have determined that we are the primary beneficiary. The primary beneficiary is the entity that possesses the power to direct the activities of the VIE that most significantly impact its economic performance and has the obligation to absorb losses or the right to receive benefits from the VIE that are significant to it. The principal entities in which we possess a variable interest are accounted for under the equity method, as we have determined we are not the primary beneficiary.

In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation have been included in the Financial Statements. The results for interim periods do not necessarily indicate the results that may be expected for any other interim period or for the full year.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in our Financial Statements and Notes to the Financial Statements. Management adjusts such estimates and assumptions when facts and circumstances dictate. Such estimates and assumptions may be affected by volatile credit, equity, foreign currency, energy markets and declines in consumer spending. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates.

Note 2. New Accounting Pronouncements

During the three months ended March 31, 2013, we adopted a Financial Accounting Standards Board (“FASB”) accounting standards update that amends accounting guidance to require an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amounts reclassified are required by GAAP to be reclassified to net income in their entirety in the same reporting period. The disclosures required by this accounting standards update are included in this report.

During the three months ended March 31, 2013, the FASB issued an accounting standards update that amends accounting guidance for the release of the cumulative translation adjustment into net income when a reporting entity (parent) ceases to have a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. Accordingly, the cumulative translation adjustment should be released into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. The amendments in this accounting standards update are effective prospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2013. Early adoption is permitted. The adoption of the amendments in this accounting standards update will not have a significant impact on our consolidated financial position, results of operations or cash flows.

Note 3. Prepaids and Other Current Assets, net

Prepaids and other current assets, net consist of the following:


	As of
	March 31, 2013		December 31, 2012
Prepaid expenses	$	32.7	$	23.3
Refundable and prepaid income taxes		28.0		28.5
Inventories		5.3		6.7
Deferred financing costs - current portion		9.0		8.9
Assets held for sale (1)		40.3		23.9

Total Prepaids and other current assets	$	115.3	$	91.3

(1)	Assets held for sale primarily consists of property, plant and equipment and goodwill.

Note 4. Intangible Assets, net and Goodwill

Intangible assets, net and goodwill consist of the following:


	As of
	March 31, 2013							December 31, 2012
	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net
Identifiable assets subject to amortization:
Franchise agreements	$	480.8	$	(51.0	)	$	429.8	$	485.6	$	(46.2	)	$	439.4
Favorable leases		178.7		(43.0	)		135.7		183.1		(40.2	)		142.9

Subtotal		659.5		(94.0	)		565.5		668.7		(86.4	)		582.3

Indefinite lived intangible assets - Brand	$	2,207.7	$	—		$	2,207.7	$	2,228.9	$	—		$	2,228.9

Intangible assets, net						$	2,773.2						$	2,811.2

Goodwill	$	613.2						$	619.2

We recorded amortization expense on intangible assets of $9.6 million for the three months ended March 31, 2013 and for the same period in the prior year. The reduction in goodwill of $6.0 million for the three months ended March 31, 2013 is due to foreign currency translation effect of $5.7 million and goodwill transferred to assets held for sale of $0.3 million.

Note 5. Other Accrued Liabilities and Other Liabilities

Other accrued liabilities and other liabilities consist of the following:


	As of
	March 31, 2013		December 31, 2012
Current:
Accrued payroll and employee-related costs	$	21.0	$	44.9
Restructuring and other provisions		9.7		14.6
Withholding taxes		4.1		4.1
Interest payable		36.9		16.9
Casualty insurance		6.9		7.3
Gift card liabilities		10.9		18.2
Income tax payable		5.8		2.8
Deferred income		20.5		18.1
Sales tax payable		31.3		28.4
Lease liability		10.2		11.3
Other		50.1		40.2

Other accrued liabilities	$	207.4	$	206.8

Non-current:
Accrued pension	$	74.0	$	77.7
Unfavorable leases		158.6		169.1
Casualty insurance reserves		17.7		18.6
Retiree health benefits		8.0		8.0
Deferred compensation		6.7		7.8
Income tax payable		29.1		26.3
Derivatives liability		—		11.0
Lease liability		31.1		32.2
Other		28.6		31.7

Other liabilities, net	$	353.8	$	382.4

Note 6. Long-Term Debt

Long-term debt consists of the following:


			As of						Interest rates (a)
			As of						Three Months Ended March 31,
	Maturity dates		March 31, 2013			December 31, 2012			Three Months Ended March 31,
	Maturity dates		March 31, 2013			December 31, 2012			2013			2012
Tranche A Term Loans		2017	$	1,017.1		$	1,023.6			3.2	%		N/A
Tranche B Term Loans (b)		2019		693.7			695.1			4.7	%		N/A
9 7/8 % Senior Notes		2018		794.5			794.5			10.1	%		10.1	%
11.0% Discount Notes (c)		2019		418.1			407.1			11.5	%		11.5	%
Deferred Premiums on interest rate caps - USD		2016		27.2			29.0			2.5	%		2.5	%
Other		N/A		0.9			0.9

Total debt				2,951.5			2,950.2
Less: current maturities of debt				(51.5	)		(45.1	)

Total long-term debt			$	2,900.0		$	2,905.1

(a)	Represents the effective interest rate for the instrument computed on a quarterly basis, including the amortization of deferred debt issuance costs and original issue discount, as applicable, and in the case of our term loans, the effect of interest rate caps.

(b)	Principal face amount herein is presented net of a discount of $7.8 million at March 31, 2013 and $8.1 million at December 31, 2012.

(c)	Principal face amount herein is presented net of a discount of $161.0 million at March 31, 2013 and $172.0 million at December 31, 2012.

2012 Revolving Credit Facility

As of March 31, 2013, we had no amounts outstanding under the 2012 Revolving Credit Facility. Funds available under the 2012 Revolving Credit Facility for future borrowings may be used to repay other debt, finance debt or share repurchases, acquisitions, capital expenditures and other general corporate purposes. We have a $75.0 million letter of credit sublimit as part of our revolving credit facility, which reduces our borrowing capacity under the 2012 Revolving Credit Facility by the cumulative amount of outstanding letters of credit. As of March 31, 2013, we had no letters of credit issued against the 2012 Revolving Credit Facility and our borrowing capacity was $130.0 million.

Loss on Early Extinguishment of Debt

We recorded a $3.5 million loss on early extinguishment of debt during the three months ended March 31, 2012 in connection with prepayments of term loans and repurchases of our Discount Notes.

Other

We have lines of credit with foreign banks, which can also be used to provide guarantees, in the amount of $2.3 million as of March 31, 2013 and $2.4 million as of December 31, 2012. There were $1.4 million of guarantees issued against these lines of credit as of March 31, 2013 and $1.5 million as of December 31, 2012.

Interest Expense, net

Interest expense, net consists of the following:


	Three Months Ended March 31,
	2013			2012
Tranche A Term Loans	$	6.6		$	—
Tranche B Term Loans		6.6			—
Secured Term Loan - USD tranche		—			17.4
Secured Term Loan - Euro tranche		—			3.1
Interest Rate Caps		1.4			0.3
9 ⁷ / ₈ % Senior Notes		19.6			19.7
11.0% Discount Notes		11.0			11.5
Amortization of deferred financing costs and debt issuance discount		2.5			3.8
Capital lease obligations		1.6			2.1
Other		0.3			1.4
Interest income		(0.5	)		(0.2	)

Total	$	49.1		$	59.1

Note 7. Income Taxes

The U.S. Federal tax statutory rate reconciles to the effective tax rate as follows:


	Three Months Ended March 31,
	2013			2012
U.S. Federal income tax rate		35.0	%		35.0	%
State income taxes, net of federal income tax benefit		1.5			1.8
Costs and taxes related to foreign operations		7.0			8.3
Foreign tax rate differential		(16.2	)		(14.8	)
Foreign exchange differential on tax benefits		0.3			(1.3	)
Change in valuation allowance		(0.2	)		3.6
Change in accrual for tax uncertainties		4.1			0.4
Other		1.3			0.5

Effective income tax rate		32.8	%		33.5	%

Note 8. Accumulated Other Comprehensive Income (Loss)

The following table displays the change in the components of accumulated other comprehensive income (loss):


	Gains(Losses) on Cash Flow Hedges			Defined Benefit Pension			Foreign Currency Translation Adjustments			Accumulated Other Comprehensive Income (Loss)
Balances at December 31, 2012	$	(29.2	)	$	(3.8	)	$	(77.3	)	$	(110.3	)
Foreign currency translation adjustment		—			—			(30.3	)		(30.3	)
Net change in fair value of net investment hedges, net of tax		7.8			—			—			7.8
Net change in fair value of interest rate caps/swaps, net of tax		14.8			—			—			14.8
Amounts reclassified to earnings of cash flow hedges, net of tax		0.7			—			—			0.7
Pension and post-retirement benefit plans, net of tax		—			0.5			—			0.5
Amortization of prior service costs, net of tax		—			(0.5	)		—			(0.5	)
Amortization of actuarial losses, net of tax		—			0.2			—			0.2

Balances at March 31, 2013	$	(5.9	)	$	(3.6	)	$	(107.6	)	$	(117.1	)

The following table displays the reclassifications out of accumulated other comprehensive income (loss):


		Amounts Reclassified from AOCI
		Three Months Ended March 31,
Details about AOCI Components	Affected Line Item in the Statements of Operations	2013			2012
Gains(Losses) on cash flow hedges:
Interest rate derivative contracts	Interest expense, net	$	(1.2	)	$	0.6
	Income tax (expense) benefit		0.5			(0.2	)

	Net of tax	$	(0.7	)	$	0.4

Defined benefit pension:
Amortization of prior service costs	SG&A (1)	$	0.8		$	(0.4	)
Amortization of actuarial gains(losses)	SG&A (1)		(0.3	)		—

	Total before tax		0.5			(0.4	)
	Income tax (expense) benefit		(0.2	)		0.2

	Net of tax	$	0.3		$	(0.2	)

Total reclassifications	Net of tax	$	(0.4	)	$	0.2

(1)	Refers to selling, general and administrative expenses in the unaudited condensed consolidated statements of operations.

Note 9. Fair Value Measurements

The following table presents financial assets and liabilities measured at fair value on a recurring basis, which include derivatives designated as cash flow hedging instruments, derivatives designated as net investment hedges, investments held in a rabbi trust which consist of money market accounts and mutual funds established to fund a portion of our current and future obligations under our Executive Retirement Plan (“ERP”), and ERP liabilities as well as their location on our condensed consolidated balance sheets as of March 31, 2013 and December 31, 2012:


	As of March 31, 2013								Fair Value Measurements at March 31, 2013
	Carrying Value and Balance Sheet Location								Assets (Liabilities)
Description	Prepaid and Other Current Assets		Other Assets		Other Accrued Liabilities		Other Liabilities, net		Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Derivatives designated as cash flow hedging instruments:
Interest rate caps	$	—	$	4.0	$	—	$	—	$	—	$	4.0	$	—
Forward-starting interest rate swaps		—		25.4		—		—		—		25.4		—

Total	$	—	$	29.4	$	—	$	—	$	—	$	29.4	$	—

Derivatives designated as net investment hedges:
Cross-currency rate swaps	$	—	$	1.6	$	—	$	—	$	—	$	1.6	$	—

Other:
Investments held in a rabbi trust	$	—	$	4.3	$	—	$	—	$	4.3	$	—	$	—

ERP liabilities	$	—	$	—	$	3.6	$	6.7	$	—	$	10.3	$	—


	As of December 31, 2012								Fair Value Measurements at December 31, 2012
	Carrying Value and Balance Sheet Location								Assets (Liabilities)
Description	Prepaid and Other Current Assets		Other Assets		Other Accrued Liabilities		Other Liabilities, net		Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Derivatives designated as cash flow hedging instruments:
Interest rate caps	$	—	$	4.3	$	—	$	—	$	—	$	4.3	$	—
Forward-starting interest rate swaps		—		0.8		—		—		—		0.8		—

Total	$	—	$	5.1	$	—	$	—	$	—	$	5.1	$	—

Derivatives designated as net investment hedges:
Cross-currency rate swaps	$	—	$	—	$	—	$	11.0	$	—	$	11.0	$	—

Other:
Investments held in a rabbi trust	$	—	$	6.3	$	—	$	—	$	6.3	$	—	$	—

ERP liabilities	$	—	$	—	$	4.4	$	7.8	$	—	$	12.2	$	—

Our derivatives are valued using a discounted cash flow analysis that incorporates observable market parameters, such as interest rate yield curves and currency rates, classified as Level 2 within the valuation hierarchy. Derivative valuations incorporate credit risk adjustments that are necessary to reflect the probability of default by us or the counterparty.

The fair value measurements of the ERP liabilities, which are based on Level 2 inputs of the fair value hierarchy, and changes in fair value measurements, are derived principally from observable market data.

At March 31, 2013, the fair value of our variable rate term debt and bonds was estimated at $3.1 billion, compared to a carrying amount of $2.9 billion, net of original issue discount. At December 31, 2012, the fair value of our variable rate term debt and bonds was estimated at $3.1 billion, compared to a carrying amount of $2.9 billion, net of original issue discount. Fair value of variable rate term debt was estimated using inputs based on bid and offer prices and are Level 2 inputs within the fair value hierarchy. Fair value of the Senior Notes and Discount Notes was estimated using quoted market prices and are Level 1 inputs within the fair value hierarchy.

Certain nonfinancial assets and liabilities are measured at fair value on a nonrecurring basis. These assets and liabilities are not measured at fair value on an ongoing basis but are subject to periodic impairment tests. These items primarily include long-lived assets, the Brand and other intangible assets.

With respect to our assets held for sale recorded at fair value, the fair value measurements are typically 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 based on Level 3 inputs, and changes in fair value measurements are reviewed and assessed each quarter for assets classified as held for sale by our corporate development team. Our corporate development team utilizes its knowledge of the FFHR industry and historical experience in refranchising transactions in establishing the valuation process, which is generally based on a market approach. Under the market approach, our corporate development team uses transaction prices for refranchisings that were recently completed, adjusting where necessary for factors specific to the assets held for sale.

Assets held for sale totaled $40.3 million at March 31, 2013 and $23.9 million at December 31, 2012 and consisted primarily of goodwill and machinery and equipment to be sold in connection with refranchisings.

We assess the fair value less costs to sell of assets held for sale each reporting period they remain classified as held for sale. We report subsequent changes in the fair value less costs to sell of assets held for sale as an adjustment to the carrying amount of the assets held for sale. However, the adjusted carrying amount cannot exceed the carrying amount of the long-lived asset at the time it was initially classified as held for sale. We did not record any impairment charges associated with assets held for sale during the three months ended March 31, 2013. During the three months ended March 31, 2012, long-lived assets held for sale with a carrying amount of $11.1 million were written down to their fair values less cost to sell of $2.9 million, resulting in an $8.2 million impairment loss, which we classify as a loss on refranchising.

Note 10. Derivative Instruments

We enter into derivative instruments for risk management purposes, including derivatives designated as cash flow hedges, derivatives designated as net investment hedges and those utilized as economic hedges. We use derivatives to manage exposure to fluctuations in interest rates and currency exchange rates. See Note 9 for fair value measurements of our derivative instruments.

Interest Rate Caps

At March 31, 2013 and December 31, 2012, we had U.S. Dollar denominated interest rate cap agreements (notional amount of $1.3 billion and $1.4 billion, respectively) (the “Cap Agreements”) to effectively cap the LIBOR applicable to our variable rate borrowings at a weighted-average rate of 1.74% for U.S. Dollar denominated borrowings. The six year interest rate cap agreements are a series of individual caplets that reset and settle quarterly consistent with the payment dates of our LIBOR-based term debt.

Under the terms of the Cap Agreements, if LIBOR resets above a strike price, we will receive the net difference between the rate and the strike price. As disclosed in Note 8, we have elected our applicable rate per annum as Eurocurrency. In addition, on the quarterly settlement dates, we will remit the deferred premium payment (plus interest) to the counterparty, whether LIBOR resets above or below the strike price.

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 comprehensive income (AOCI) in the accompanying condensed consolidated balance sheets. At each cap maturity date, the portion of fair value attributable to the matured cap will be reclassified from AOCI into earnings as a component of interest expense.

From time to time as we prepay portions of the 2012 Term Loan Facility, we may modify our interest rate cap to reduce the notional amount. The terms of the caps will not otherwise be revised by these modifications. On the modification date, the portion of the fair value attributable to the modified cap will be reclassified from AOCI into earnings as a component of interest expense.

Cross-currency Rate Swaps

At March 31, 2013, we had outstanding cross-currency rate swaps with an aggregate notional value of $430.0 million to hedge a portion of the net investment in a Swiss subsidiary, Burger King Europe GmbH. A total notional value of $230.0 million of these swaps are contracts to exchange quarterly fixed-rate payments we make in Euros for quarterly fixed-rate payments we receive in US dollars and mature on October 19, 2016. A total notional value of $200.0 million of these swaps are contracts to exchange quarterly floating-rate payments we make in Euros for quarterly floating-rate payments we receive in U.S. Dollars and mature on September 28, 2017. Changes in the fair value of these instruments are immediately recognized in AOCI to offset the change in the carrying amount of the net investment being hedged.

Forward-Starting Interest Rate Swaps

At March 31, 2013, we had outstanding three forward-starting interest rate swaps with a total notional value of $2.3 billion to hedge the variability of forecasted interest payments attributable to changes in LIBOR. The forward-starting interest rate swaps effectively fix LIBOR on $1.0 billion of floating-rate debt beginning 2015 and an additional $1.3 billion of floating-rate debt starting 2016. The hedges have a seven year maturity. We account for these hedges as cash flow hedges, and as such, the effective portion of unrealized changes in market value has been recorded in AOCI and is reclassified to income during the period in which the hedge transaction affects earnings. Gain and losses from hedge ineffectiveness are recognized in current earnings.

Foreign Currency Forward Contracts

From time to time, we enter into foreign currency forward contracts to economically hedge the remeasurement of certain foreign currency-denominated intercompany loans receivable and other foreign-currency denominated assets recorded in our consolidated balance sheets. The forward currency forward contracts are not designated as hedging instruments. Gains and losses on foreign currency forward contracts are recognized in other (income) expense, net and are offset by the gains or losses resulting from the settlement of the underlying foreign currency denominated assets and liabilities. At March 31, 2013, we had seven foreign currency forward contracts with a total notional amount of $105.0 million maturing within the next 9 months.

Credit Risk

By entering into derivative instrument contracts, we are exposed to counterparty credit risk. Counterparty credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is in an asset position, the counterparty has a liability to us, which creates credit risk for us. We attempt to minimize this risk by selecting counterparties with investment grade credit ratings and regularly monitoring our market position with each counterparty.

Credit-Risk Related Contingent Features

Our derivative instruments do not contain any credit-risk related contingent features.

The following table presents the required quantitative disclosures for our derivative instruments:


	Three Months Ended March 31,
	2013													2012
	Interest Rate Caps			Forward- starting interest rate swaps		Cross Currency Rate Swaps		Foreign Currency Forward Contracts			Total			Interest Rate Caps			Cross Currency Rate Swaps			Total
Derivatives designated as cash flow hedges:
Gain (loss) recognized in other comprehensive income (effective portion)	$	(0.2	)	$	24.6	$	—	$	—		$	24.4		$	(3.7	)	$	—		$	(3.7	)
Gain (loss) reclassified from AOCI into interest expense, net	$	(1.2	)	$	—	$	—	$	—		$	(1.2	)	$	(0.6	)	$	—		$	(0.6	)
Derivatives designated as net investment hedges:
Gain (loss) recognized in other comprehensive income (effective portion)	$	—		$	—	$	12.8	$	—		$	12.8		$	—		$	(9.7	)	$	(9.7	)
Derivatives not designated as hedging instruments:
Gain (loss) recognized in other operating expenses, net	$	—		$	—	$	—	$	(0.5	)	$	(0.5	)	$	—		$	—		$	—

The net amount of pre-tax gains and losses included in AOCI as of March 31, 2013 that we expect to be reclassified into earnings within the next 12 months is $6.9 million of losses.

Note 11. Share-Based Compensation

Share-based incentive awards are provided to employees, directors and other persons who provide services to the Company and its subsidiaries under the terms of various share-based compensation plans.

On February 14, 2013, our board of directors approved the adoption of the Burger King Worldwide, Inc. Amended and Restated Omnibus Incentive Plan (the “Plan”), which increases the shares available for issuance under the Plan from 8,500,000 to 14,500,000. The Plan has been submitted to our stockholders for approval at our 2013 annual meeting of stockholders.

During the three months ended March 31, 2013, approximately 2,860,000 stock options were granted. These awards generally cliff vest five years from the original grant date and expire ten years following the grant date.

We recorded $2.0 million of share-based compensation expense in selling, general and administrative expenses for the three months ended March 31, 2013 compared to $7.3 million for the three months ended March 31, 2012.

Note 12. Earnings Per Share

Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of common shares outstanding adjusted for the dilutive effect of stock options.

Basic and diluted earnings per share are as follows (in millions, except per share information):


	Three Months Ended March 31,
	2013		2012
Numerator:
Net income	$	35.8	$	14.3
Denominator:
Weighted average shares - basic		350.5		349.8
Effect of dilutive securities		6.7		2.1

Weighted average shares - diluted		357.1		351.9

Basic earnings per share	$	0.10	$	0.04
Diluted earnings per share	$	0.10	$	0.04
Antidilutive stock options outstanding		2.9		7.5

Note 13. Franchise and Property Revenues

Franchise and property revenues consist of the following:


	Three Months Ended March 31,
	2013		2012
Franchise royalties	$	148.9	$	139.6
Property revenues		51.6		28.3
Initial franchise fees		2.4		2.7
Renewal and other related franchise fees		3.7		3.1

Total	$	206.6	$	173.7

The following table presents information relating to the analysis of our restaurant count for the geographic areas and periods indicated.


	U.S. & Canada			EMEA			LAC			APAC			Total
*Number of Company restaurants:*
Restaurant count at December 31, 2012		183			132			100			3			418
Openings		—			—			—			—			—
Closures		(1	)		—			(2	)		—			(3	)
Acquisitions		—			—			—			—			—
Refranchisings		(33	)		—			—			—			(33	)

Restaurant count at March 31, 2013		149			132			98			3			382

*Number of franchise restaurants:*
Restaurant count at December 31, 2012		7,293			2,989			1,290			1,007			12,579
Openings		8			41			12			19			80
Closures		(35	)		(23	)		(2	)		(13	)		(73	)
Acquisitions		—			—			—			—			—
Refranchisings		33			—			—			—			33

Restaurant count at March 31, 2013		7,299			3,007			1,300			1,013			12,619

*Number of system-wide restaurants:*
Restaurant count at December 31, 2012		7,476			3,121			1,390			1,010			12,997
Openings		8			41			12			19			80
Closures		(36	)		(23	)		(4	)		(13	)		(76	)
Acquisitions		—			—			—			—			—
Refranchisings		—			—			—			—			—

Restaurant count at March 31, 2013		7,448			3,139			1,398			1,016			13,001

Note 14. Other Operating Expenses, Net

Other operating expenses, net consists of the following:


	Three Months Ended March 31,
	2013		2012
Net losses on disposal of assets, restaurant closures and refranchisings	$	4.6	$	9.8
Litigation settlements and reserves, net		0.1		0.4
Foreign exchange net losses		3.3		0.6
Equity in net loss from unconsolidated affiliates		5.2		1.2
Other, net		1.0		1.0

Other operating expenses, net	$	14.2	$	13.0

Closures and Dispositions

Gains and losses on closures and dispositions represent sales of Company properties and other costs related to restaurant closures and refranchisings, and are recorded in other operating (income) expenses, net in the accompanying consolidated statements of operations. Gains and losses recognized in the current period may reflect closures and refranchisings that occurred in previous periods.

Net (gains) losses on disposal of assets, restaurant closures and refranchisings consisted of net (gains) losses associated with refranchisings, impairment losses associated with long-lived assets for Company restaurants and net losses associated with asset disposals and restaurant closures.

Note 15. Commitments and Contingencies

In some of the matters described below, loss contingencies are not both probable and estimable in the view of management and, accordingly, reserves have not been established for those matters. However, information is provided below or included in Note 19, “Commitments and Contingencies” to the Consolidated Financial Statements of our Annual Report on Form 10-K filed with the SEC on February 22, 2013 regarding the nature of the contingency and, where specified, the amount of the claim associated with the loss contingency.

Litigation

On March 1, 2013, a putative class action lawsuit was filed against Burger King Corporation in the U.S. District Court of Maryland. The complaint alleges that BKC and/or its agents sent unsolicited advertisements by fax to thousands of consumers in Maryland and elsewhere in the United States to promote its home delivery program in violation of the Telephone Consumers Protection Act. It is not possible at this time to determine the likelihood of class certification in this case or reasonably estimate the probability or amount of liability for monetary damages on a class wide basis.

From time to time, we are involved in other legal proceedings arising in the ordinary course of business relating to matters including, but not limited to, disputes with franchisees, suppliers, employees and customers, as well as disputes over our intellectual property.

Guarantees

From time to time, we enter into agreements under which we guarantee loans made to qualified franchisees. As of March 31, 2013, there were $89.5 million of loans outstanding to franchisees that we had guaranteed under three such programs, with additional franchisee borrowing capacity of approximately $95.9 million remaining. Our maximum guarantee liability under these three programs is limited to an aggregate of $26.6 million, assuming full utilization of all borrowing capacity. As of March 31, 2013, the liability reflecting the fair value of these guarantee obligations was $3.2 million. No events of default have occurred and no significant payments have been made by us in connection with these guarantees through March 31, 2013.

Note 16. Segment Reporting

We operate in the fast food hamburger restaurant category of the quick service restaurant segment of the restaurant industry. Revenues include retail sales at Company restaurants and franchise revenues, consisting primarily of royalties based on a percentage of sales reported by franchise restaurants and franchise fees paid by franchisees as well as property income we derive from properties we lease or sublease to our franchisees. Our business is managed in four distinct geographic segments: (1) United States (“U.S.”) and Canada; (2) Europe, the Middle East and Africa (“EMEA”); (3) Latin America and the Caribbean (“LAC”); and (4) Asia Pacific (“APAC”).

Revenues by geographic segment consist of the following:


	Three Months Ended March 31,
	2013		2012
Revenues:
U.S. and Canada	$	173.4	$	386.6
EMEA		111.5		123.3
LAC		29.6		30.5
APAC		13.2		29.5

Total revenues	$	327.7	$	569.9

Other than the U.S. and Germany, no other individual country represented 10% or more of our total revenues during the three months ended March 31, 2013 and only the U.S represented more than 10% of our total revenues during the three months ended March 31, 2012. Revenues in the U.S. totaled $140.9 million for the three months ended March 31, 2013, compared to $349.7 million for the three months ended March 31, 2012. Revenues in Germany totaled $54.9 million for the three months ended March 31, 2013.

The unallocated amounts reflected in the table below include corporate support costs in areas such as facilities, finance, human resources, information technology, legal, marketing and supply chain management, which benefit all of our geographic segments and system wide restaurants and are not allocated specifically to any of the geographic segments.

A reconciliation of segment income to net income consists of the following:


	Three Months Ended March 31,
	2013			2012
Segment Income:
U.S. and Canada	$	100.5		$	112.9
EMEA		42.3			32.8
LAC		15.1			15.9
APAC		10.4			7.8
Unallocated Management G&A		(24.0	)		(26.2	)

Adjusted EBITDA		144.3			143.2
Share-based compensation		2.0			1.4
Global portfolio realignment project		9.1			3.7
Business combination agreement expenses		—			7.0
Other operating expenses, net		14.2			13.0

EBITDA		119.0			118.1
Depreciation and amortization		16.6			34.0

Income from operations		102.4			84.1
Interest expense, net		49.1			59.1
Loss on early extinguishment of debt		—			3.5
Income tax expense		17.5			7.2

Net income	$	35.8		$	14.3

Note 17. Supplemental Financial Information

On October 19, 2010, BKC issued the Senior Notes. The Senior Notes are irrevocably and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by Holdings and the U.S. subsidiaries of BKC (the “Guarantors”). On April 19, 2011, the Issuers issued the Discount Notes. In August 2012, the Company entered into a Supplemental Indenture with respect to the Senior Notes and a Supplemental Indenture with respect to the Discount Notes (the “Supplemental Indentures”) to guarantee BKC’s obligations under the Senior Notes and the Issuers’ obligations under the Discount Notes. The Supplemental Indentures allow the financial reporting obligation under the Indentures to be satisfied through the reporting of the Company’s consolidated financial information. The 2012 Credit Agreement allows the financial reporting obligation of BKC to be satisfied through the reporting of the Company’s consolidated financial information, provided that the financial information of BKC and its subsidiaries is presented on a standalone basis. The non-U.S. subsidiaries are identified below as Non-Guarantors.

The following represents the condensed consolidating financial information for BKC (Issuer), the Guarantors and the non-U.S. subsidiaries of BKC (the “Non-Guarantors”), together with eliminations, as of and for the periods indicated. The condensed consolidating financial information of BKW is combined with the financial information of BKCF and presented in a single column under the heading “BKW.” Selling, general and administrative expenses in the condensed consolidating statements of operations only pertain to professional fees and other transaction costs incurred by BKW associated with the Business Combination Agreement. The consolidating financial information may not necessarily be indicative of the financial position, results of operations or cash flows had BKC, Guarantors and Non-Guarantors operated as independent entities.

BURGER KING WORLDWIDE, INC. AND SUBSIDIARIES

Condensed Consolidating Balance Sheets

As of March 31, 2013

(Unaudited)


	BKW			BKCH			Issuer			Guarantors			Non- Guarantors			Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	3.0		$	—		$	439.9		$	—		$	155.9		$	—		$	598.8
Trade and notes receivable, net		—			—			124.0			—			49.4			—			173.4
Prepaids and other current assets, net		—			0.6			73.7			—			41.0			—			115.3
Deferred income taxes, net		—			12.1			45.3			—			13.5			—			70.9

Total current assets		3.0			12.7			682.9			—			259.8			—			958.4

Property and equipment, net		—			—			749.3			—			107.2			—			856.5
Intangible assets, net		—			—			1,548.5			—			1,224.7			—			2,773.2
Goodwill		—			—			355.1			—			258.1			—			613.2
Net investment in property leased to franchisees		—			—			163.5			—			12.8			—			176.3
Intercompany receivable		9.3			—			110.1			—			—			(119.4	)		—
Investment in subsidiaries		1,181.4			1,568.8			1,525.0			1,568.8			—			(5,844.0	)		—
Other assets, net		—			6.3			127.1			—			61.3			—			194.7

Total assets	$	1,193.7		$	1,587.8		$	5,261.5		$	1,568.8		$	1,923.9		$	(5,963.4	)	$	5,572.3

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts and drafts payable	$	—		$	—		$	38.1		$	—		$	12.3		$	—		$	50.4
Accrued advertising		—			—			48.7			—			38.8			—			87.5
Other accrued liabilities		1.3			(11.8	)		152.5			—			65.4			—			207.4
Current portion of long term debt and capital leases		—			—			59.1			—			3.1			—			62.2

Total current liabilities		1.3			(11.8	)		298.4			—			119.6			—			407.5

Term debt, net of current portion		—			418.1			2,481.9			—			—			—			2,900.0
Capital leases, net of current portion		—			—			63.5			—			20.9			—			84.4
Other liabilities, net		0.2			—			299.6			—			54.0			—			353.8
Payables to affiliates		3.6			0.5			—			—			115.3			(119.4	)		—
Deferred income taxes, net		(4.6	)		(0.4	)		549.3			—			89.1			—			633.4

Total liabilities		0.5			406.4			3,692.7			—			398.9			(119.4	)		4,379.1

Stockholders’ equity:
Common stock		3.5			—			—			—			—			—			3.5
Additional paid-in capital		1,212.4			1,147.8			1,472.3			1,473.3			1,396.1			(5,489.5	)		1,212.4
Retained earnings		94.4			150.7			213.6			212.6			235.6			(812.5	)		94.4
Accumulated other comprehensive loss		(117.1	)		(117.1	)		(117.1	)		(117.1	)		(106.7	)		458.0			(117.1	)

Total stockholders’ equity		1,193.2			1,181.4			1,568.8			1,568.8			1,525.0			(5,844.0	)		1,193.2

Total liabilities and stockholders’ equity	$	1,193.7		$	1,587.8		$	5,261.5		$	1,568.8		$	1,923.9		$	(5,963.4	)	$	5,572.3

BURGER KING WORLDWIDE, INC. AND SUBSIDIARIES

Condensed Consolidating Balance Sheets

As of December 31, 2012


	BKW			BKCH			Issuer			Guarantors			Non- Guarantors			Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	0.1		$	—		$	355.3		$	—		$	191.3		$	—		$	546.7
Trade and notes receivable, net		—			—			128.8			—			50.2			—			179.0
Prepaids and other current assets, net		—			0.6			70.9			—			19.8			—			91.3
Deferred income taxes, net		0.7			20.3			36.3			—			16.2			—			73.5

Total current assets		0.8			20.9			591.3			—			277.5			—			890.5

Property and equipment, net		—			—			754.7			—			130.5			—			885.2
Intangible assets, net		—			—			1,554.7			—			1,256.5			—			2,811.2
Goodwill		—			—			355.0			—			264.2			—			619.2
Net investment in property leased to franchisees		—			—			167.0			—			13.4			—			180.4
Intercompany receivable		3.8			—			190.9			—			—			(194.7	)		—
Investment in subsidiaries		1,169.5			1,537.6			1,517.2			1,537.6			—			(5,761.9	)		—
Other assets, net		—			6.5			106.6			—			64.4			—			177.5

Total assets	$	1,174.1		$	1,565.0		$	5,237.4		$	1,537.6		$	2,006.5		$	(5,956.6	)	$	5,564.0

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts and drafts payable	$	—		$	—		$	45.0		$	—		$	23.7		$	—		$	68.7
Accrued advertising		—			—			30.7			—			35.8			—			66.5
Other accrued liabilities		(0.3	)		(11.8	)		157.1			—			61.8			—			206.8
Current portion of long term debt and capital leases		—			—			52.6			—			3.2			—			55.8

Total current liabilities		(0.3	)		(11.8	)		285.4			—			124.5			—			397.8

Term debt, net of current portion		—			407.1			2,498.0			—			—			—			2,905.1
Capital leases, net of current portion		—			—			66.2			—			22.2			—			88.4
Other liabilities, net		0.2			—			322.6			—			59.6			—			382.4
Payables to affiliates		3.6			0.5			—			—			190.6			(194.7	)		—
Deferred income taxes, net		(4.4	)		(0.3	)		527.6			—			92.4			—			615.3

Total liabilities		(0.9	)		395.5			3,699.8			—			489.3			(194.7	)		4,389.0

Stockholders’ equity:
Common stock		3.5			—			—			—			—			—			3.5
Additional paid-in capital		1,205.7			1,164.9			1,478.3			1,479.3			1,386.9			(5,509.4	)		1,205.7
Retained earnings		76.1			114.9			169.6			168.6			206.7			(659.8	)		76.1
Accumulated other comprehensive loss		(110.3	)		(110.3	)		(110.3	)		(110.3	)		(76.4	)		407.3			(110.3	)

Total stockholders’ equity		1,175.0			1,169.5			1,537.6			1,537.6			1,517.2			(5,761.9	)		1,175.0

Total liabilities and stockholders’ equity	$	1,174.1		$	1,565.0		$	5,237.4		$	1,537.6		$	2,006.5		$	(5,956.6	)	$	5,564.0

BURGER KING WORLDWIDE, INC. AND SUBSIDIARIES

Condensed Consolidating Statements of Operations

Three Months Ended March 31, 2013

(Unaudited)


	BKW		BKCH			Issuer			Guarantors		Non- Guarantors			Eliminations			Consolidated
Revenues:
Company restaurant revenues	$	—	$	—		$	19.1		$	—	$	102.0		$	—		$	121.1
Franchise and property revenues		—		—			137.9			—		68.7			—			206.6
Intercompany revenues		—		—			1.5			—		(1.5	)		—			—

Total revenues		—		—			158.5			—		169.2			—			327.7
Company restaurant expenses:
Food, paper and product costs		—		—			6.2			—		32.3			—			38.5
Payroll and employee benefits		—		—			5.2			—		32.3			—			37.5
Occupancy and other operating costs		—		—			5.4			—		26.7			—			32.1

Total Company restaurant expenses		—		—			16.8			—		91.3			—			108.1
Franchise and property expenses		—		—			26.4			—		9.9			—			36.3
Selling, general and administrative expenses		—		—			44.4			—		22.3			—			66.7
Intercompany expenses		—		—			(0.7	)		—		0.7			—			—
Other operating expenses, net		—		—			11.4			—		2.8			—			14.2

Total operating costs and expenses		—		—			98.3			—		127.0			—			225.3

Income from operations		—		—			60.2			—		42.2			—			102.4
Interest expense, net		—		11.2			36.5			—		1.4			—			49.1
Loss on early extinguishment of debt		—		—			—			—		—			—			—

Income (loss) before income taxes		—		(11.2	)		23.7			—		40.8			—			53.3
Income tax expense (benefit)		—		(3.0	)		8.6			—		11.9			—			17.5

Income (loss) from continuing operations		—		(8.2	)		15.1			—		28.9			—			35.8
Equity in earnings of subsidiaries		35.8		44.0			28.9			44.0		—			(152.7	)		—

Net income (loss)	$	35.8	$	35.8		$	44.0		$	44.0	$	28.9		$	(152.7	)	$	35.8

Total comprehensive income (loss)	$	29.0	$	29.0		$	37.2		$	37.2	$	(1.4	)	$	(102.0	)	$	29.0

BURGER KING WORLDWIDE, INC. AND SUBSIDIARIES

Condensed Consolidating Statements of Operations

Three Months Ended March 31, 2012

(Unaudited)


	BKW			BKCH			Issuer		Guarantors		Non- Guarantors		Eliminations			Consolidated
Revenues:
Company restaurant revenues	$	—		$	—		$	253.7	$	—	$	142.5	$	—		$	396.2
Franchise and property revenues		—			—			112.4		—		61.3		—			173.7
Intercompany revenues		—			—			3.6		—		—		(3.6	)		—

Total revenues		—			—			369.7		—		203.8		(3.6	)		569.9
Company restaurant expenses:
Food, paper and product costs		—			—			83.6		—		46.4		—			130.0
Payroll and employee benefits		—			—			78.1		—		41.4		—			119.5
Occupancy and other operating costs		—			—			61.0		—		43.5		—			104.5

Total Company restaurant expenses		—			—			222.7		—		131.3		—			354.0
Franchise and property expenses		—			—			15.3		—		8.5		—			23.8
Selling, general and administrative expenses		1.3			—			63.9		—		29.8		—			95.0
Intercompany expenses		—			—			—		—		3.6		(3.6	)		—
Other operating expenses, net		—			—			9.8		—		3.2		—			13.0

Total operating costs and expenses		1.3			—			311.7		—		176.4		(3.6	)		485.8

Income (loss) from operations		(1.3	)		—			58.0		—		27.4		—			84.1
Interest expense, net		—			11.9			44.7		—		2.5		—			59.1
Loss on early extinguishment of debt		—			2.4			1.1		—		—		—			3.5

Income (loss) before income taxes		(1.3	)		(14.3	)		12.2		—		24.9		—			21.5
Income tax expense (benefit)		(0.4	)		(4.5	)		8.6		—		3.5		—			7.2

Income (loss) from continuing operations		(0.9	)		(9.8	)		3.6		—		21.4		—			14.3
Equity in earnings of subsidiaries		15.2			25.0			21.4		25.0		—		(86.6	)		—

Net income (loss)	$	14.3		$	15.2		$	25.0	$	25.0	$	21.4	$	(86.6	)	$	14.3

Total comprehensive income (loss)	$	51.3		$	52.2		$	62.0	$	62.0	$	60.7	$	(236.9	)	$	51.3

BURGER KING WORLDWIDE, INC. AND SUBSIDIARIES

Condensed Consolidating Statements of Cash Flows

Three Months Ended March 31, 2013

(Unaudited)


	BKW			BKCH			Issuer			Guarantor			Non- Guarantor			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	35.8		$	35.8		$	44.0		$	44.0		$	28.9		$	(152.7	)	$	35.8
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in earnings of subsidiary		(35.8	)		(44.0	)		(28.9	)		(44.0	)		—			152.7			—
Depreciation and amortization		—			—			10.1			—			6.5			—			16.6
Amortization of deferred financing cost and debt issuance discount		—			11.0			2.5			—			—			—			13.5
Equity in net loss from unconsolidated afiliates		—			—			3.1			—			2.1			—			5.2
Loss (gain) on remeasurement of foreign denominated transactions		—			—			2.6			—			(0.2	)		—			2.4
Amortization of defined benefit pension and postretirement items		—			—			(0.2	)		—			—			—			(0.2	)
Realized loss on terminated caps/swaps		—			—			1.3			—			—			—			1.3
Net loss (gain) on refranchisings and dispositions of assets		—			—			2.8			—			0.3			—			3.1
Bad debt expense, net of recoveries		—			—			1.5			—			(0.5	)		—			1.0
Share-based compensation		—			—			1.7			—			0.3			—			2.0
Deferred income taxes		—			8.1			(2.4	)		—			1.7			—			7.4
Changes in current assets and liabilities, excluding dispositions:
Trade and notes receivables		—			—			2.0			—			0.3			—			2.3
Prepaids and other current assets		—			—			(2.4	)		—			0.8			—			(1.6	)
Accounts and drafts payable		—			—			(7.0	)		—			(10.0	)		—			(17.0	)
Accrued advertising		—			—			11.1			—			2.2			—			13.3
Other accrued liabilities		1.7			—			(1.4	)		—			2.7			—			3.0
Other long-term assets and liabilities		—			(10.9	)		(4.0	)		—			5.7			—			(9.2	)

Net cash provided by operating activities		1.7			—			36.4			—			40.8			—			78.9

Cash flows from investing activities:
Payments for property and equipment		—			—			(5.6	)		—			(1.7	)		—			(7.3	)
Proceeds from refranchisings, disposition of assets and restaurant closures		—			—			10.1			—			—			—			10.1
Return of investment on direct financing leases		—			—			3.2			—			0.3			—			3.5
Other investing activities		—			—			—			—			—			—			—

Net cash provided by (used for) investing activities		—			—			7.7			—			(1.4	)		—			6.3

Cash flows from financing activities:
Repayments of term debt and capital leases		—			—			(12.4	)		—			(0.8	)		—			(13.2	)
Proceeds from stock option exercises		1.2			—			—			—			—			—			1.2
Dividends paid on common stock		(17.5	)		—			—			—			—			—			(17.5	)
Intercompany financing		17.5			—			52.9			—			(70.4	)		—			—

Net cash provided by (used for) financing activities		1.2			—			40.5			—			(71.2	)		—			(29.5	)

Effect of exchange rates on cash and cash equivalents		—			—			—			—			(3.6	)		—			(3.6	)
Increase (decrease) in cash and cash equivalents		2.9			—			84.6			—			(35.4	)		—			52.1
Cash and cash equivalents at beginning of period		0.1			—			355.3			—			191.3			—			546.7

Cash and cash equivalents at end of period	$	3.0		$	—		$	439.9		$	—		$	155.9		$	—		$	598.8

BURGER KING WORLDWIDE, INC. AND SUBSIDIARIES

Condensed Consolidating Statements of Cash Flows

Three Months Ended March 31, 2012

(Unaudited)


	BKW			BKCH			Issuer			Guarantor			Non- Guarantor			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	14.3		$	15.2		$	25.0		$	25.0		$	21.4		$	(86.6	)		14.3
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Equity in earnings of subsidiary		(15.2	)		(25.0	)		(21.4	)		(25.0	)		—			86.6			—
Depreciation and amortization		—			—			23.1			—			10.9			—			34.0
Loss on early extinguishment of debt		—			2.4			1.1			—			—			—			3.5
Amortization of deferred financing cost and debt issuance discount		—			11.8			3.5			—			—			—			15.3
Equity in net loss from unconsolidated afiliates		—			—			1.2			—			—			—			1.2
Loss (gain) on remeasurement of foreign denominated transactions		—			—			(0.3	)		—			—			—			(0.3	)
Amortization of defined benefit pension and postretirement items		—			—			(0.4	)		—			—			—			(0.4	)
Realized loss on terminated caps/swaps		—			—			0.6			—			—			—			0.6
Net loss (gain) on refranchisings and dispositions of assets		—			—			6.9			—			2.0			—			8.9
Bad debt expense, net of recoveries		—			—			0.6			—			0.7			—			1.3
Share-based compensation		—			—			7.4			—			(0.1	)		—			7.3
Deferred income taxes		—			(0.2	)		(20.7	)		—			14.3			—			(6.6	)
Changes in current assets and liabilities, excluding dispositions:
Trade and notes receivables		—			—			10.1			—			(6.7	)		—			3.4
Prepaids and other current assets		—			—			(3.4	)		—			(5.8	)		—			(9.2	)
Accounts and drafts payable		—			—			(7.1	)		—			(2.6	)		—			(9.7	)
Accrued advertising		—			—			(18.8	)		—			12.6			—			(6.2	)
Other accrued liabilities		—			—			6.3			—			(11.7	)		—			(5.4	)
Other long-term assets and liabilities		—			(0.2	)		2.5			—			(1.2	)		—			1.1

Net cash provided by (used for) operating activities		(0.9	)		4.0			16.2			—			33.8			—			53.1

Cash flows from investing activities:
Payments for property and equipment		—			—			(13.9	)		—			(2.7	)		—			(16.6	)
Proceeds from refranchisings, disposition of assets and restaurant closures		—			—			1.3			—			6.1			—			7.4
Return of investment on direct financing leases		—			—			2.9			—			0.2			—			3.1
Other investing activities		—			—			0.3			—			—			—			0.3

Net cash provided by (used for) investing activities		—			—			(9.4	)		—			3.6			—			(5.8	)

Cash flows from financing activities:
Repayments of term debt and capital leases		—			—			(10.9	)		—			(0.6	)		—			(11.5	)
Extinguishment of debt		—			(20.3	)		(37.7	)		—			—			—			(58.0	)
Dividend		—			17.8			(17.8	)		—			—			—			—
Intercompany financing		1.3			(1.3	)		12.3			—			(12.3	)		—			—

Net cash provided by (used for) financing activities		1.3			(3.8	)		(54.1	)		—			(12.9	)		—			(69.5	)

Effect of exchange rates on cash and cash equivalents		—			—			—			—			(6.2	)		—			(6.2	)
Increase (decrease) in cash and cash equivalents		0.4			0.2			(47.3	)		—			18.3			—			(28.4	)
Cash and cash equivalents at beginning of period		0.2			—			287.1			—			171.7			—			459.0

Cash and cash equivalents at end of period	$	0.6		$	0.2		$	239.8		$	—		$	190.0		$	—		$	430.6

Note 18. Subsequent Events

Dividend

On April 10, 2013, our Board of Directors approved a cash dividend to shareholders. A cash dividend of $0.06 per share will be paid on May 15, 2013 to shareholders of record at the close of business on May 1, 2013. Future dividends will be determined at the discretion of the Board of Directors.

Share Repurchase Program

On April 10, 2013, our Board of Directors authorized a share repurchase program. The Board authorized the repurchase of up to $200 million of the company’s common stock. The share repurchases will be made in the open market from time to time prior to May 31, 2016, and will be funded from available cash. The amount and timing of the repurchases will be determined by management. The share repurchases may be suspended or discontinued at any time. Shares of common stock repurchased under the plan will be deposited into treasury and retained for possible future use.

Refranchising Initiative

On April 1, 2013, we completed the refranchising of our 98 Company restaurants in Mexico to a joint venture with an existing franchisee in exchange for cash and a minority interest in the joint venture and entered into a master franchise and development agreement with the joint venture for cash consideration. On April 22, 2013, we sold our 94 Company restaurants in Canada to a franchisee and entered into a master franchise and development agreement in Canada with the franchisee for cash consideration.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion together with our unaudited condensed consolidated financial statements and the related notes thereto included in Part I, Item 1 “Financial Statements.” Unless the context otherwise requires, all references to “we,” “us” and “our” refer to Burger King Worldwide, Inc. and its subsidiaries, including Burger King Holdings, Inc. (“Holdings”) and Burger King Corporation (“BKC”).

Operating results for any one quarter are not necessarily indicative of results to be expected for any other quarter or for the fiscal year and our key business measures, as discussed below, may decrease for any future period. Unless otherwise stated, comparable sales growth and sales growth are presented on a system-wide basis, which means they include sales at both Company restaurants and franchise restaurants. Franchise sales represent sales at all franchise restaurants and are revenues to our franchisees. We do not record franchise sales as revenues; however, our franchise revenues include royalties based on a percentage of franchise sales. System-wide results are driven primarily by our franchise restaurants, as approximately 97% of our system-wide restaurants are franchised.

Overview

Burger King Worldwide, Inc. (“BKW”, the “Company” or “we”) is a Delaware corporation formed on April 2, 2012 and the indirect 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. As of March 31, 2013, we owned or franchised a total of 13,001 restaurants in 88 countries and U.S. territories. Of these restaurants, 382 were Company restaurants and 12,619, or approximately 97% of all Burger King restaurants, were owned by our franchisees. Our restaurants are limited service restaurants that feature flame-grilled hamburgers, chicken and other specialty sandwiches, french fries, soft drinks and other affordably-priced food items. We believe our restaurants appeal to a broad spectrum of consumers, with multiple day parts appealing to different customer groups. During our more than 50 years of operating history, we have developed a scalable and cost-efficient quick service hamburger restaurant model that offers customers fast, delicious food at affordable prices.

We generate revenues from three sources: (1) franchise revenues, consisting primarily of royalties based on a percentage of sales reported by franchise restaurants and fees paid by franchisees, (2) property income from properties that we lease or sublease to franchisees, and (3) retail sales at Company restaurants. Revenues derived from our franchise system comprised 63% of our revenues during the three months ended March 31, 2013 compared to 30% of our revenues during the three months ended March 31, 2012, reflecting the refranchisings completed in connection with our global portfolio realignment project (as defined below). We expect our mix of revenues to continue to shift to franchise revenues as we complete our global portfolio realignment project.

Recent Events and Factors Affecting Comparability

Global Portfolio Realignment Project

During 2011, we initiated a project to realign our global restaurant portfolio by refranchising our Company restaurants and establishing strategic partnerships to accelerate international development through joint ventures and master franchise and development agreements (the “global portfolio realignment project”). As a result of the global portfolio realignment project, we incurred $9.1 million during the three months ended March 31, 2013 and $3.7 million during the three months ended March 31, 2012 of general and administrative expenses consisting primarily of severance and professional fees.

During the three months ended March 31, 2013, we refranchised 33 restaurants in the United States. On April 1, 2013, we completed the refranchising of our 98 Company restaurants in Mexico to a joint venture with an existing franchisee in exchange for cash and a minority interest in the joint venture and entered into a master franchise and development agreement for Mexico with the joint venture for cash consideration. On April 22, 2013, we sold our 94 Company restaurants in Canada and entered into a master franchise and development agreement in Canada with the franchisee for cash consideration. We expect to complete our refranchising initiative by the end of 2013, at which time our global portfolio realignment project will also be completed.

Merger with Justice

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 and its affiliates (the “Business Combination Agreement”). We did not incur any expenses during the three months ended March 31, 2013 related to the Business Combination Agreement. We recorded $7.0 million of general and administrative expenses associated with the Business Combination Agreement during the three months ended March 31, 2012, consisting of $5.9 million of one-time share-based compensation expense as a result of the increase in our equity value implied by the Business Combination Agreement and $1.1 million of professional fees and other transaction costs.

Operating Metrics and Key Financial Measures

We evaluate our restaurants and assess 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 and are revenues to our franchisees. We do not record franchise sales as revenues; however, our franchise revenues include royalties based on a percentage of franchise sales.

•

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 restaurants refranchised during a period will be included in the calculation of comparable sales growth for franchise restaurants during the period.

•

Net restaurant growth (“NRG”) represents the opening of new restaurants during a stated period, net of closures.

•

Net refranchisings refer to sales of Company restaurants to franchisees, net of acquisitions of franchise restaurants by us.

Comparable sales growth and system-wide sales growth are measured on a constant currency basis, which means the results exclude the effect of foreign currency translation and are calculated by translating current year results at prior year exchange rates. We analyze certain key financial measures on a constant currency basis as this helps identify underlying business trends, without distortion from the effects of currency movements (“FX impact”).

In addition, we evaluate our Company restaurants and assess our total business based on the following key financial measures:

•

Company restaurant margin, or CRM, is derived by subtracting Company restaurant expenses from Company restaurant revenues for a stated period, which we analyze as a percentage of Company restaurant revenues, a metric we refer to as Company restaurant margin %, or CRM%. We review the relationship between our Company restaurant expenses and Company restaurant revenues in the context of how those relationships affect CRM and CRM%. As a result of our refranchising initiative, the impact of CRM and CRM% on our operating results has diminished.

•

Adjusted EBITDA represents earnings (net income or loss) before interest, taxes, depreciation and amortization adjusted to exclude specifically identified items that management believes do not directly reflect our core operations. See Profitability Measures and Non-GAAP Reconciliations .

Results of Operations for the Three Months Ended March 31, 2013 and 2012

Tabular amounts in millions of dollars unless noted otherwise.

The following tables present our results of operations and key business metrics for the three months ended March 31, 2013 and 2012:


	Three Months Ended						Variance
	March 31,						$			%
	2013			2012			Favorable / (Unfavorable)
Revenues:
Company restaurant revenues	$	121.1		$	396.2		$	(275.1	)		(69.4	)%
Franchise and property revenues		206.6			173.7			32.9			18.9	%

Total revenues		327.7			569.9			(242.2	)		(42.5	)%
Company restaurant expenses:
Food, paper and product costs		38.5			130.0			91.5			70.4	%
Payroll and employee benefits		37.5			119.5			82.0			68.6	%
Occupancy and other operating costs		32.1			104.5			72.4			69.3	%

Total Company restaurant expenses		108.1			354.0			245.9			69.5	%
Franchise and property expenses		36.3			23.8			(12.5	)		(52.5	)%
Selling, general and administrative expenses		66.7			95.0			28.3			29.8	%
Other operating expenses, net		14.2			13.0			(1.2	)		(9.2	)%

Total operating costs and expenses		225.3			485.8			260.5			53.6	%

Income from operations		102.4			84.1			18.3			21.8	%
Interest expense, net		49.1			59.1			10.0			16.9	%
Loss on early extinguishment of debt		—			3.5			3.5			100.0	%

Income before income taxes		53.3			21.5			31.8			147.9	%
Income tax expense		17.5			7.2			(10.3	)		(143.1	)%

Net income	$	35.8		$	14.3		$	21.5			150.3	%


FX Impact Favorable/(Unfavorable)
Consolidated revenues	$	0.6		$	(6.1	)
Consolidated CRM		0.1			(0.5	)
Consolidated SG&A		(0.1	)		0.9
Consolidated income from operations		—			(1.2	)
Consolidated net income		—			(1.0	)
Consolidated Adjusted EBITDA		0.1			(1.6	)

Key Business Metrics
System-wide sales growth		1.1	%		6.5	%
Franchise sales	$	3,670.5		$	3,348.5
Comparable sales growth
Company		(2.0	)%		6.1	%
Franchise		(1.4	)%		4.4	%
System		(1.4	)%		4.6	%
Net Restaurant Growth (NRG)
Company		(3	)		(5	)
Franchise		7			27
System		4			22
Net refranchisings		33			5
Restaurant counts at period end
Company		382			1,285
Franchise		12,619			11,249
System		13,001			12,534
CRM %		10.7	%		10.7	%

Comparable Sales Growth

During the three months ended March 31, 2013, negative worldwide system comparable sales growth of 1.4% was driven by negative comparable sales growth in the U.S. and Canada and LAC segments, partially offset by comparable sales growth in EMEA and APAC segments.

Company restaurants

During the three months ended March 31, 2013, Company restaurant revenues decreased primarily due to the net refranchising of 899 Company restaurants during the trailing twelve-month period and negative Company comparable sales growth in U.S. and Canada and LAC, partially offset by Company comparable sales growth in EMEA and favorable FX impact. During the three months ended March 31, 2013, CRM% was unchanged.

Franchise and Property

During the three months ended March 31, 2013, franchise and property revenues increased primarily due to the net refranchising of 899 Company restaurants during the trailing twelve-month period and franchise NRG of 471 restaurants during the trailing twelve-month period, which resulted in increased royalties and rents, and franchise comparable sales growth in EMEA and APAC. These factors were partially offset by negative franchise comparable sales growth in the U.S. and Canada and LAC. FX impact was not significant.

During the three months ended March 31, 2013, franchise and property expenses increased primarily due to new leases and subleases associated with additional restaurants leased or subleased to franchisees as a result of the refranchisings.

Selling, general and administrative expenses

Our selling, general and administrative expenses were comprised of the following:


	Three Months Ended				Variance
	March 31,				$			%
	2013		2012		Favorable / (Unfavorable)
Selling expenses	$	3.7	$	16.7	$	13.0			77.8	%

Management general and administrative expenses		49.6		61.8		12.2			19.7	%
Share-based compensation		2.0		1.4		(0.6	)		(42.9	)%
Depreciation and amortization		2.3		4.4		2.1			47.7	%
Global portfolio realignment project costs		9.1		3.7		(5.4	)		(145.9	)%
Business combination agreement expenses		—		7.0		7.0			100.0	%

Total general and administrative expenses		63.0		78.3		15.3			19.5	%

Selling, general and administrative expenses	$	66.7	$	95.0	$	28.3			29.8	%

Selling expenses consist primarily of Company restaurant advertising fund contributions. For the three months ended March 31, 2013, selling expenses decreased primarily as a result of the refranchisings.

Management general and administrative expenses (“Management G&A”) are comprised primarily of salary and employee related costs for our non-restaurant employees, professional fees and general overhead for our corporate offices. The decrease in Management G&A in the three months ended March 31, 2013 was driven primarily by a decrease in salary and fringe benefits.

The decrease in our total general and administrative expenses for the three months ended March 31, 2013 was driven primarily by a decrease in Management G&A, the non-recurrence of Business Combination Agreement expenses and lower depreciation and amortization expenses, partially offset by an increase in global portfolio realignment project costs and share-based compensation.

Other operating expenses, net

Our other operating expenses, net was comprised of the following:


	Three Months Ended
	March 31,
	2013		2012
Net losses on disposal of assets, restaurant closures and refranchisings	$	4.6	$	9.8
Litigation settlements and reserves, net		0.1		0.4
Foreign exchange net losses		3.3		0.6
Equity in net loss from unconsolidated affiliates		5.2		1.2
Other, net		1.0		1.0

Other operating expenses, net	$	14.2	$	13.0

The increase in equity in net loss from unconsolidated affiliates for the three months ended March 31, 2013 mainly pertains to losses recognized on our equity investments acquired during the second quarter of 2012. These equity losses were driven primarily by integration costs, litigation settlement costs and start up costs incurred by our unconsolidated affiliates.

Interest expense, net


	Three Months Ended
	March 31,
	2013			2012
Interest expense, net	$	49.1		$	59.1
Weighted average interest rate on long-term debt		6.6	%		7.6	%

During the three months ended March 31, 2013 interest expense, net decreased compared to the three months ended March 31, 2012 due to a lower weighted average interest rate as a result of the 2012 refinancing and reduced borrowings resulting from principal payments and prepayments of our term loans prior to the 2012 refinancing and repurchases of our Senior Notes and Discount Notes during 2012.

Loss on early extinguishment of debt

We recorded a $3.5 million loss on early extinguishment of debt during the three months ended March 31, 2012 in connection with prepayments of term loans and repurchases of our Discount Notes.

Income tax expense

Our effective tax rate was 32.8% for the three months ended March 31, 2013, primarily as a result of the current mix of income from multiple tax jurisdictions and the impact of non-deductible expenses related to our global portfolio realignment project. Our effective tax rate was 33.5% for the three months ended March 31, 2012, as a result of the mix of income during the period from multiple tax jurisdictions and the impact of share-based compensation expense not deductible for tax purposes.

Profitability Measures and Non-GAAP Reconciliations

The tables below contain information regarding EBITDA and adjusted EBITDA, which are non-GAAP measures. EBITDA is defined as net income before depreciation and amortization, interest expense, net, loss on early extinguishment of debt and income tax expense. Adjusted EBITDA is defined as EBITDA excluding the impact of share-based compensation, other operating (income) expenses, net, and all other specifically identified costs associated with non-recurring projects, including global portfolio realignment project costs and Business Combination Agreement expenses. Adjusted EBITDA is used by management to measure operating performance of the business, excluding specifically identified items that management believes do not directly reflect our core operations, and represents our measure of segment income.


	Results						Variance
	Three Months Ended
	March 31,						$			%
	2013			2012			Favorable / (Unfavorable)
Segment income:
U.S. and Canada	$	100.5		$	112.9		$	(12.4	)		(11.0	)%
EMEA		42.3			32.8			9.5			29.0	%
LAC		15.1			15.9			(0.8	)		(5.0	)%
APAC		10.4			7.8			2.6			33.3	%
Unallocated Management G&A		(24.0	)		(26.2	)		2.2			8.4	%

Adjusted EBITDA		144.3			143.2			1.1			0.8	%
Share-based compensation		2.0			1.4			(0.6	)		(42.9	)%
Global portfolio realignment project costs		9.1			3.7			(5.4	)		(145.9	)%
Business combination agreement expenses		—			7.0			7.0			100.0	%
Other operating expenses, net		14.2			13.0			(1.2	)		(9.2	)%

EBITDA		119.0			118.1			0.9			0.8	%
Depreciation and amortization		16.6			34.0			17.4			51.2	%

Income from operations		102.4			84.1			18.3			21.8	%
Interest expense, net		49.1			59.1			10.0			16.9	%
Loss on early extinguishment of debt		—			3.5			3.5			100.0	%
Income tax expense		17.5			7.2			(10.3	)		(143.1	)%

Net income	$	35.8		$	14.3		$	21.5			150.3	%

Consolidated adjusted EBITDA in the three months ended March 31, 2013 reflects increases in segment income in our EMEA and APAC operating segments and reductions in Unallocated Management G&A, partially offset by decreases in segment income in our U.S. and Canada and LAC segments. Unallocated Management G&A represents corporate support costs in areas such as facilities, finance, human resources, information technology, legal, marketing and supply chain management, which benefit all of our geographic segments and system-wide restaurants and are not allocated specifically to any of the geographic segments.

The increase in EBITDA and income from operations in the three months ended March 31, 2013 was driven by the non-recurrence of Business Combination Agreement expenses, partially offset by increases in other operating expenses, net, global portfolio realignment project costs and share-based compensation. Income from operations was also impacted by reductions in depreciation and amortization expense as a result of the global portfolio realignment project.

Our net income increased in the three months ended March 31, 2013 primarily as a result of an increase in income from operations, a decrease in interest expense, net and the non-recurrence of loss on early extinguishment of debt, partially offset by an increase in income tax expense.

U.S. and Canada


	Three Months Ended						Variance
	March 31,						Favorable/
	2013			2012			(Unfavorable)
Company:
Company restaurant revenues	$	47.5		$	286.3		$	(238.8	)
CRM		4.1			33.8			(29.7	)
CRM %		8.6	%		11.8	%		(3.2	)%
Company restaurant expenses as a % of Company restaurant revenue:
Food and paper		33.0	%		33.1	%		0.1	%
Payroll and benefits		30.8	%		31.1	%		0.3	%
Depreciation and amortization		5.0	%		5.6	%		0.6	%
Other occupancy and operating		22.6	%		18.4	%		(4.2	)%
Franchise:
Franchise and property revenues	$	125.9		$	100.3		$	25.6
Franchise and property expenses		27.8			16.5			(11.3	)
Segment SG&A		11.9			26.1			14.2
Segment depreciation and amortization		10.2			21.4			11.2
Segment income		100.5			112.9			(12.4	)
Segment margin		58.0	%		29.2	%		28.8	%

FX Impact Favorable/(Unfavorable)
Segment revenues	$	(0.2	)	$	(0.5	)
Segment CRM		—			—
Segment income		—			(0.1	)

Key Business Metrics
System-wide sales growth		(2.8	)%		3.7	%
Franchise sales	$	2,025.9		$	1,847.4
Comparable sales growth
Company		(4.0	)%		6.0	%
Franchise		(3.0	)%		4.0	%
System		(3.0	)%		4.2	%
NRG
Company		(1	)		(1	)
Franchise		(27	)		(11	)
System		(28	)		(12	)
Net Refranchisings		33			4
Restaurant counts at period end
Company		149			934
Franchise		7,299			6,554
System		7,448			7,488

Results of Operations for U.S. and Canada

Comparable Sales Growth

During the three months ended March 31, 2013, negative system comparable sales growth of 3.0% in the U.S. and Canada was primarily due to the comparison to a strong first quarter in 2012, a challenging macroeconomic environment and heightened competitive activity.

Company restaurants

During the three months ended March 31, 2013, Company restaurant revenues decreased primarily due to the net refranchising of 781 Company restaurants during the trailing twelve-month period, the effects of negative Company comparable sales growth and unfavorable FX impact.

During the three months ended March 31, 2013, the decrease in CRM % is primarily due to an increase in controllable restaurant expenses related to the new home delivery platform and the deleveraging effect of negative comparable sales growth on our fixed occupancy and other operating costs. These factors were partially offset by favorable adjustments to our self-insurance reserve.

Franchise and Property

During the three months ended March 31, 2013, franchise and property revenues increased primarily due to the net refranchising of 781 Company restaurants during the trailing twelve-month period, which resulted in increased royalties and rents, partially offset by the effects of negative franchise comparable sales growth and negative franchise NRG. FX impact was not significant.

During the three months ended March 31, 2013, franchise and property expenses increased primarily due to additional restaurants leased or subleased to franchisees as a result of refranchisings and an increase in bad debt expense. FX impact was not significant.

Segment income and segment margin

During the three months ended March 31 2013, segment income decreased due to a decrease in CRM, partially offset by increases in net franchise and property income and a decrease in segment selling, general and administrative expenses (“SG&A”).

Segment margin increased during the three months ended March 31, 2013, primarily as a result of the higher contribution of franchise and property revenues in the segment, which yield higher margins than Company restaurant revenues, after the completion of the refranchisings, partially offset by a decrease in CRM%.

EMEA


	Three Months Ended						Variance
	March 31,						Favorable/
	2013			2012			(Unfavorable)
Company:
Company restaurant revenues	$	59.1		$	77.6		$	(18.5	)
CRM		7.0			6.4			0.6
CRM %		11.8	%		8.2	%		3.6	%
Company restaurant expenses as a % of Company restaurant revenue:
Food and paper		29.7	%		30.7	%		1.0	%
Payroll and benefits		34.7	%		32.2	%		(2.5	)%
Depreciation and amortization		1.6	%		3.6	%		2.0	%
Other occupancy and operating		22.2	%		25.3	%		3.1	%
Franchise:
Franchise and property revenues	$	52.4		$	45.7		$	6.7
Franchise and property expenses		7.7			6.1			(1.6	)
Segment SG&A		12.7			18.4			5.7
Segment depreciation and amortization		3.3			5.2			1.9
Segment income		42.3			32.8			9.5
Segment margin		37.9	%		26.6	%		11.3	%

FX Impact Favorable/(Unfavorable)
Segment revenues	$	0.5		$	(4.8	)
Segment CRM		—			(0.3	)
Segment income		0.1			(1.4	)

Key Business Metrics
System-wide sales growth		7.2	%		10.6	%
Franchise sales	$	951.3		$	859.5
Comparable sales growth
Company		1.5	%		7.6	%
Franchise		0.7	%		6.5	%
System		0.8	%		6.6	%
NRG
Company		—			(1	)
Franchise		18			35
System		18			34
Net Refranchisings		—			1
Restaurant counts at period end
Company		132			190
Franchise		3,007			2,726
System		3,139			2,916

Results of Operations for EMEA

Comparable Sales Growth

During the three months ended March 31, 2013, system comparable sales growth of 0.8% in EMEA was driven by comparable sales growth in Germany, the United Kingdom, Russia and Turkey, partially offset by negative system comparable sales growth in Spain.

Company restaurants

During the three months ended March 31, 2013, Company restaurant revenues decreased primarily due to the net refranchising of 58 Company restaurants during the trailing twelve-month period, partially offset by the effects of Company comparable sales growth and favorable FX impact.

During the three months ended March 31, 2013, CRM% increased primarily as a result of the leveraging effect of Company comparable sales growth on our fixed occupancy and other operating costs, the refranchising of 58 Company restaurants with lower than average CRM% during the trailing twelve-month period and lower depreciation expense. These factors were partially offset by wage rate increases in Germany.

Franchise and Property

During the three months ended March 31, 2013, franchise and property revenues increased due to franchise comparable sales growth, franchise NRG of 223 restaurants during the trailing twelve-month period, the net refranchising of 58 Company restaurants during the same period, which resulted in increased royalties and rents, an increase in renewal franchise fees and favorable FX impact, partially offset by lower franchise fees due to a decrease in the number of franchise restaurant openings.

During the three months ended March 31, 2013, franchise and property expenses increased due to rent expense associated with additional properties leased or subleased to franchisees as a result of refranchisings during the trailing twelve-month period, partially offset by a decrease in bad debt expense and favorable FX impact.

Segment income and segment margin

During the three months ended March 31, 2013, segment income increased primarily due to an increase in net franchise and property income, an increase in CRM and a decrease in segment SG&A.

LAC


	Three Months Ended						Variance
	March 31,						Favorable/
	2013			2012			(Unfavorable)
Company:
Company restaurant revenues	$	13.9		$	14.7		$	(0.8	)
CRM		2.0			2.2			(0.2	)
CRM %		14.4	%		15.0	%		(0.6	)%
Company restaurant expenses as a % of Company restaurant revenue:
Food and paper		36.1	%		38.1	%		2.0	%
Payroll and benefits		15.4	%		12.9	%		(2.5	)%
Depreciation and amortization		3.6	%		10.2	%		6.6	%
Other occupancy and operating		30.5	%		23.8	%		(6.7	)%
Franchise:
Franchise and property revenues	$	15.7		$	15.8		$	(0.1	)
Franchise and property expenses		0.3			0.2			(0.1	)
Segment SG&A		2.8			3.5			0.7
Segment depreciation and amortization		0.5			1.6			1.1
Segment income		15.1			15.9			(0.8	)
Segment margin		51.0	%		52.1	%		(1.1	)%

FX Impact Favorable/(Unfavorable)
Segment revenues	$	0.3		$	(1.1	)
Segment CRM		0.1			(0.2	)
Segment income		—			(0.1	)

Key Business Metrics
System-wide sales growth		1.4	%		15.3	%
Franchise sales	$	321.6		$	315.8
Comparable sales growth
Company		(8.7	)%		3.1	%
Franchise		(1.0	)%		10.3	%
System		(1.3	)%		9.9	%
NRG
Company		(2	)		—
Franchise		10			6
System		8			6
Net Refranchisings		—			—
Restaurant counts at period end
Company		98			97
Franchise		1,300			1,131
System		1,398			1,228

Results of Operations for LAC

Comparable Sales Growth

During the three months ended March 31, 2013, negative system comparable sales growth of 1.3% in LAC was driven by negative comparable sales growth in Mexico and Puerto Rico, partially offset by system comparable sales growth in Brazil.

Company restaurants

During the three months ended March 31, 2013, Company restaurant revenues decreased primarily due to negative Company comparable sales growth, partially offset by favorable FX impact.

During the three months ended March 31, 2013, CRM% decreased primarily as a result of the deleveraging effect of decreases in Company comparable sales on our fixed occupancy and other operating costs, higher labor costs associated with wage rate increases, higher labor costs related to food delivery and kiosks and higher rent expense on certain lease renewals. These factors were partially offset by decreased food, paper and product costs associated with price reductions in certain commodities and lower depreciation expense as a result of classifying assets as held for sale related to refranchisings.

Franchise and Property

During the three months ended March 31, 2013, franchise and property revenues decreased primarily due to negative franchise comparable sales growth and a decrease in renewal franchise fees, partially offset by franchise NRG of 169 restaurants during the trailing twelve-month period, which resulted in increased royalties. FX impact was not significant.

Segment income and segment margin

During the three months ended March 31, 2013, segment income decreased due to a decrease in net franchise and property income and a decrease in CRM, partially offset by a decrease in segment SG&A.

During the three months ended March 31, 2013, segment margin decreased primarily as a result of the lower contribution of franchise and property revenues in the segment and a decrease in CRM%.

APAC


	Three Months Ended						Variance
	March 31,						Favorable/
	2013			2012			(Unfavorable)
Franchise:
Franchise and property revenues	$	12.6		$	11.9		$	0.7
Franchise and property expenses		0.5			1.0			0.5
Segment SG&A		2.2			5.0			2.8
Segment depreciation and amortization		0.6			2.1			1.5
Segment income		10.4			7.8			2.6
Segment margin		78.8	%		26.4	%		52.4	%

FX Impact Favorable/(Unfavorable)
Segment revenues	$	—		$	0.3
Segment income		—			—

Key Business Metrics
System-wide sales growth		8.4	%		5.4	%
Franchise sales	$	371.7		$	325.8
System comparable sales growth		2.7	%		(2.8	)%
System NRG		6			(6	)
Net Refranchisings		—			—
Restaurant counts at period end
Company		3			64
Franchise		1,013			838
System		1,016			902

Results of Operations for APAC

Comparable Sales

During the three months ended March 31, 2013, system comparable sales growth of 2.7% in APAC was driven by comparable sales growth in Australia and Korea, partially offset by negative comparable sales growth in New Zealand and Japan.

Franchise and Property

During the three months ended March 31, 2013, franchise and property revenues increased due to franchise comparable sales growth, franchise NRG of 115 restaurants during the trailing twelve-month period and the net refranchising of 60 Company restaurants during the same period which resulted in increased royalties. FX impact was not significant.

During the three months ended March 31, 2013, franchise and property expenses decreased due to a decrease in bad debt expense. FX impact was not significant.

Segment income and segment margin

During the three months ended March 31, 2013, segment income increased primarily due to an increase in net franchise and property income and a decrease in segment SG&A.

During the three months ended March 31, 2013, segment margin increased primarily as a result of the higher contribution of franchise and property revenues in the segment, which yield higher margins than Company restaurant revenues, after the completion of the refranchisings.

Liquidity and Capital Resources

Our primary sources of liquidity are cash on hand, cash generated by operations and borrowings available under our 2012 Revolving Credit Facility (defined below). We have used, and may in the future use, our liquidity to make required interest and principal payments, to voluntarily repay and/or repurchase our or one of our affiliate’s outstanding debt, to fund our investing activities, to repurchase our shares and/or to pay dividends. As a result of our borrowings, we are highly leveraged. Our liquidity requirements are significant, primarily due to debt service requirements.

At March 31, 2013, we had cash and cash equivalents of $598.8 million and working capital of $550.9 million. In addition, at March 31, 2013, we had borrowing capacity of $130.0 million under our 2012 Revolving Credit Facility. Based on our current level of operations and available cash, we believe our cash flow from operations, combined with availability under our 2012 Revolving Credit Facility, will provide sufficient liquidity to fund our current obligations, debt service requirements and capital spending requirements over the next twelve months.

Our consolidated cash and cash equivalents include balances held in foreign tax jurisdictions that represent undistributed earnings of our foreign subsidiaries, which are considered indefinitely reinvested for U.S. income tax purposes. We do not plan to utilize cash flows from our foreign subsidiaries to meet our future debt service requirements in the U.S. and to the degree cash is transferred to the U.S. from our foreign subsidiaries, we expect we will be able to do so in a tax efficient manner. However, adverse income tax consequences could result if we are compelled to make unplanned transfers of cash to meet future liquidity requirements in the U.S.

Debt Instruments

Our long-term debt is comprised primarily of borrowings under our 2012 Credit Agreement (defined below), amounts outstanding under our Senior Notes and Discount Notes (each also defined below), and obligations under capital leases. For further information about our long-term debt, see Note 6 to the accompanying unaudited Condensed Consolidated Financial Statements included in this report.

As of March 31, 2013, we had $1,017.1 million in Tranche A Term Loans outstanding and $693.7 million of Tranche B Term Loans outstanding (the “2012 Term Loan Facility”) under our credit agreement dated September 28, 2012 (the “2012 Credit Agreement”). The 2012 Term Loan Facility, together with the revolving credit facility available under the 2012 Credit Agreement (the “2012 Revolving Credit Facility”) are collectively referred to as the “2012 Credit Facilities”. As of March 31, 2013, the interest rate was 2.5625% on our outstanding Tranche A Term Loan and 3.75% on our outstanding Tranche B Term Loan. As of March 31, 2013, we had no amounts outstanding under the 2012 Revolving Credit Facility. Based on the amounts outstanding under the 2012 Term Loan Facility and the three-month LIBOR rates as of March 31, 2013, required debt service for the next twelve months is estimated to be approximately $52.4 million in interest payments and $45.7 million in principal payments.

As of March 31, 2013 we had outstanding $794.5 million of 9.875% senior notes due 2018 (the “Senior Notes”). In addition, as of March 31, 2013, we had outstanding $418.1 million of 11.0% senior discount notes due 2019 (the “Discount Notes”), which were issued by Burger King Capital Holdings, LLC and Burger King Capital Finance, Inc.

As of March 31, 2013, we were in compliance with all covenants of the 2012 Credit Agreement and the indentures governing our Senior Notes and Discount Notes, and there were no limitations on our ability to draw on the availability under our 2012 Revolving Credit Facility.

Comparative Cash Flows

Operating Activities

Cash provided by operating activities was $78.9 million for the three months ended March 31, 2013 compared to $53.1 million for the three months ended March 31, 2012, primarily as a result of changes in working capital driven by the timing of advertising expenditures and lower interest payments during 2013.

Investing Activities

Cash provided by investing activities was $6.3 million for the three months ended March 31, 2013 compared to $5.8 million of cash used for investing activities for the three months ended March 31, 2012, primarily as a result of an increase in proceeds from refranchisings, net and a decrease in capital expenditures.

Capital expenditures for new restaurants have historically been comprised primarily of (i) costs to build new Company restaurants and new restaurants that we lease to franchisees, (ii) costs to maintain the appearance of existing restaurants in accordance with our standards, including investments in new equipment and remodeling and (iii) investments in information technology systems and corporate furniture and fixtures. Under our franchise dominated business model, we have no plans to build new Company restaurants. The following table presents capital expenditures, by type of expenditure:


	Three Months Ended
	March 31,
	2013		2012
New restaurants	$	—	$	0.4
Existing restaurants		4.9		15.4
Other, including corporate		2.4		0.8

Total	$	7.3	$	16.6

We expect cash capital expenditures of approximately $30.0 million to $40.0 million in 2013. Our actual capital expenditures may be affected by economic and other factors. We expect to fund capital expenditures from cash on hand and cash flow from operations.

Financing Activities

Cash used for financing activities was $29.5 million for the three months ended March 31, 2013, compared to $69.5 million during the same period in the prior year, primarily as a result of cash used for the prepayment of term loans and repurchase of Discount Notes during the three months ended March 31, 2012 and dividend payments during the three months ended March 31, 2013.

Dividends

On February 14, 2013, our board declared a cash dividend of $0.05 per share, which was paid on March 15, 2013 to shareholders of record on February 28, 2013. On April 10, 2013, our board of directors declared a cash dividend of $0.06 per share, to be paid on May 15, 2013 to shareholders of record on May 1, 2013. Future dividends will be determined at the discretion of the Board of Directors.

Commitments and Off-Balance Sheet Arrangements

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 soft drink syrup. These volume commitments are not subject to any time limit and as of March 31, 2013, we estimate it will take approximately 12 years for these purchase commitments to be completed.

During 2011, we entered into a five-year contract with a vendor to supply Company and franchise restaurants in certain countries in LAC with soft drink products on an exclusive basis and to supply Company and franchise restaurants in the United States with food products. We received upfront fees and contributions to our marketing funds in connection with this agreement and may receive additional fees in the future in connection with the achievement of certain milestones. We recognize the fees earned in connection with milestone achievement as franchise and property revenue when it is reasonably estimable and probable. Upfront fees are amortized as franchise and property revenue over the term of the contract. As of March 31, 2013, the deferred income associated with this contract totaled $3.1 million.

In the event of early termination of any of these arrangements, we may be required to make termination payments that could be material to our financial position, results of operations and cash flows.

From time to time, we enter into agreements under which we guarantee loans made by third parties to qualified franchisees. As of March 31, 2013, there were $89.5 million of loans outstanding to franchisees that we had guaranteed under three such programs, with additional franchisee borrowing capacity of approximately $95.9 million remaining. Our maximum guarantee liability under these three programs is limited to an aggregate of $26.6 million, assuming full utilization of all borrowing capacity. As of March 31, 2013, the liability we recorded to reflect the fair value of these guarantee obligations was $3.2 million. No significant payments have been made by us in connection with these guarantees through March 31, 2013.

Critical Accounting Policies and Estimates

This discussion and analysis of financial condition and results of operations is based on our unaudited Condensed Consolidated Financial Statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires our management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses, as well as related disclosures of contingent assets and liabilities. We evaluate our estimates on an ongoing basis and we base our estimates on historical experience and various other assumptions we deem reasonable to the situation. These estimates and assumptions form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Volatile credit, equity, foreign currency and energy markets, and declines in consumer spending have increased and may continue to create uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in our estimates could materially impact our results of operations and financial condition in any particular period. For a complete discussion of our critical and significant accounting policies and estimates, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K filed with the SEC on February 22, 2013.

New Accounting Pronouncements

See Note 2 – New Accounting Pronouncements, in the notes to the unaudited condensed consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There were no material changes during the three months ended March 31, 2013 to the disclosures made in Part II, Item 7A of our Annual Report on Form 10-K filed with the SEC on February 22, 2013 for the year ended December 31, 2012.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

An evaluation was conducted under the supervision and with the participation of management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and Exchange Act Rules 15d-15(e)) as of March 31, 2013. Based on that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of such date.

Internal Control Over Financial Reporting

The Company’s management, including the CEO and CFO, confirm that there were no changes in the Company’s internal control over financial reporting during the three months ended March 31, 2013 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Cautionary Note Regarding Forward-Looking Statements

Certain statements made in this report that reflect management’s expectations regarding future events and economic performance are forward-looking in nature and, accordingly, are subject to risks and uncertainties. These forward-looking statements include statements regarding our expectations about the benefits of our highly franchised business model; our expectation that the mix of Company restaurant and franchise revenue will shift towards franchise revenue as we continue to implement our global portfolio realignment project; our expectations and belief regarding the costs and benefits of implementing our global portfolio realignment project; our expectations and belief regarding our ability to accelerate international development through joint venture structures and master franchise and development agreements; our expectations and belief regarding our ability to complete our global portfolio realignment project; our expectations and belief regarding our ability to repurchase shares and return cash to shareholders; our expectations and belief regarding our ability to fund our current obligations, projected working capital requirements, debt service requirements and capital spending requirements over the next twelve months and the foreseeable future; our expectations regarding our exposure to changes in interest rates and the impact of changes in interest rates on the amount of our interest payments, future earnings and cash flows; our belief and estimates regarding accounting and tax matters; our expectations regarding our ability to hedge interest rate risk of our variable rate debt through the purchase of interest rate caps and to hedge our net investment in a Swiss subsidiary through the purchase of cross-currency swaps; and other expectations regarding our future financial and operational results. These forward-looking statements are only predictions based on our current expectations and projections about future events. Important factors could cause our actual results, level of activity, performance or achievements to differ materially from those expressed or implied by these forward-looking statements.

These factors include those risk factors set forth in filings with the Securities and Exchange Commission, including our annual and quarterly reports, and the following:

•

Risks related to our substantial indebtedness, which could adversely affect our financial condition and prevent us from fulfilling our obligations under our 2012 Credit Facilities, Senior Notes and Discount Notes;

•

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;

•

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;

•

Our ability to successfully execute our global portfolio realignment project;

•

Risks arising from 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;

•

Our ability to successfully implement our domestic and international growth strategy and risks related to our international operations;

•

Risk related to relying on master franchisees and subfranchisees to accelerate restaurant growth; and

•

Risks related to the ability of counterparties to our 2012 Credit Facilities, interest rate caps, cross-currency swaps and foreign currency forward contracts to fulfill their commitments and/or obligations.

We operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. We do not undertake any responsibility to update any of these forward-looking statements to conform our prior statements to actual results or revised expectations.

Part II – Other Information

Item 1. Legal Proceedings

Jay Clogg Realty Group, Inc. v. Burger King Corporation, Civ. Action No. 8:13-CV-00662 (U.S. District Court for the District of Maryland) . On March 1, 2013, a putative class action lawsuit was filed against BKC in the U.S. District Court of Maryland. The complaint alleges that BKC and/or its agents sent unsolicited advertisements by fax to thousands of consumers in Maryland and elsewhere in the United States to promote its home delivery program in violation of the Telephone Consumers Protection Act. It is not possible at this time to determine the likelihood of class certification in this case or reasonably estimate the probability or amount of liability for monetary damages on a class wide basis.

Item 5. Other Information

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 28, 2013, the Compensation Committee of the Board (the “Compensation Committee”) approved an increase in the base salary of Flavia Faugeres, our Global Chief Marketing Officer, effective February 8, 2013, from $500,000 to $600,000 as the Compensation Committee determined that this was necessary in order to make her base salary competitive for her role as Global Chief Marketing Officer.

Also on January 28, 2013, the Compensation Committee approved an increase in the target bonus percentage for Daniel Schwartz, Chief Financial Officer, effectively immediately, from 150% to 170% of his base salary in recognition of his expanded responsibilities in the area of development. On April 11, 2013, the Company announced that Mr. Schwartz was promoted to Chief Operating Officer, effective immediately, and would become Chief Executive Officer upon the resignation of Company’s current CEO, Bernardo Hees. The Company also announced that Mr. Hees’ resignation would be effective upon the earlier to occur of July 1, 2013 and the completion of the acquisition of H.J. Heinz Company by an investment consortium comprised of Berkshire Hathaway and an investment fund affiliated with 3G Capital Partners, Ltd. In connection with his promotion to Chief Executive Officer, on April 8, 2013, the Board approved an increase in Mr. Schwartz’s annual base salary from $500,000 to $700,000, effective as of the first day of the payroll period following his appointment as CEO, and an increase in his target annual cash bonus opportunity from 170% to 200% of his base salary, effective as of the date of such appointment.

On January 28, 2013, the Compensation Committee approved discretionary awards of 500,000 stock options and 150,000 stock options to Mr. Schwartz and Jose Cil, Executive Vice President and President, EMEA, respectively, for exemplary performance. The options, which were granted on March 1, 2013, have an exercise price of $18.25 and will cliff vest on March 1, 2018.

The Company provides employees at the level of director and above, including our named executive officers, or NEOs, the ability to invest a portion of their net cash bonus into equity of the Company and leverage that investment through the issuance of matching stock options. This program is called the Bonus Swap Program. On January 28, 2013, the Compensation Committee approved a change to the 2013 Bonus Swap Program to give those employees who elect to use 50% of their net bonus to purchase shares the right to receive twice the number of matching options received by those employees who elect to use 25% of their net bonus to purchase shares. In the case of the NEOs, those NEOs who elect to use 50% of their 2013 calculated net bonus shares will be entitled to a multiplier of 4x to calculate the number of Bonus Matching Options rather than a multiplier of 2x.

On February 11, 2013, the Compensation Committee approved an umbrella plan which establishes a maximum amount the named executive officers and other persons covered by Section 16(b) of the Securities Exchange Act of 1934, as amended, are eligible to receive as a cash incentive payment under the Company’s 2013 annual bonus plan for purposes of complying with Section 162(m) of the Internal Revenue Code of 1986, as amended. The maximum bonus opportunity for 2013 is the lesser of $10 million or 5% of the Company’s EBITDA for the CEO and 4% of EBITDA for the CEO’s direct reports and certain other senior executives. The 2013 bonus targets approved by the Board on December 5, 2012 will serve as a guideline to the Compensation Committee in exercising its negative discretion for determining the actual amount of each executive’s cash incentive payment for 2013, if any.

Item 6. Exhibits

The exhibits listed in the accompanying index are filed as part of this report.


Exhibit Number		Description

10.27		Option Award Agreement between Flavia Faugeres and Burger King Worldwide, Inc.

10.28		Form of Amendment to Option Award Agreement

31.1		Certification of Chief Executive Officer of Burger King Worldwide, Inc. pursuant to Section 302 of the Sarbanes Oxley Act of 2002

31.2		Certification of Chief Financial Officer of Burger King Worldwide, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of Chief Executive Officer of Burger King Worldwide, Inc. pursuant to Section 903 of the Sarbanes-Oxley Act of 2002

32.2		Certification of Chief Financial Officer of Burger King Worldwide, Inc. pursuant to Section 903 of the Sarbanes-Oxley Act of 2002

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

INDEX TO EXHIBITS


Exhibit Number		Description

10.27		Option Award Agreement between Flavia Faugeres and Burger King Worldwide, Inc.

10.28		Form of Amendment to Option Award Agreement

31.1		Certification of Chief Executive Officer of Burger King Worldwide, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Chief Financial Officer of Burger King Worldwide, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of Chief Executive Officer of Burger King Worldwide, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of Chief Financial Officer of Burger King Worldwide, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Presentation Linkbase Document

Exhibit 10.27

BURGER KING WORLDWIDE HOLDINGS, INC.

2011 OMNIBUS INCENTIVE PLAN

OPTION AWARD AGREEMENT

Unless defined in this Option Award Agreement (this “ Award Agreement ”), capitalized terms will have the same meanings ascribed to them in the Burger King Worldwide Holdings, Inc. 2011 Omnibus Incentive Plan (as may be amended from time to time, the “ Plan ”).

Pursuant to Section 6 of the Plan, you have been granted a Non-Qualified Stock Option (the “Option” ) on the following terms and subject to the provisions of the Plan, which is incorporated herein by reference. In the event of a conflict between the provisions of the Plan and this Award Agreement, the provisions of the Plan will govern.


Total Number of Millishares Underlying Options:		189,633

Exercise Price per Millishare:		$11.89 per Millishare

Grant Date :		February 1, 2012

Expiration Date:		October 31, 2021

Vesting Date:		October 19, 2015, subject to the Section entitled “Termination” in Exhibit A .

By execution of this Award Agreement, you and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and the terms and conditions set forth in the attached as Exhibit A .

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EXHIBIT A

TERMS AND CONDITIONS OF THE

OPTION AWARD AGREEMENT

Vesting .

Subject to the section below entitled “Termination”, this Option will vest and become exercisable on the “Vesting Date” set forth in this Award Agreement. Any portion of this Option that becomes exercisable in accordance with the foregoing will remain exercisable until the Expiration Date, unless earlier terminated pursuant to the Plan or this Award Agreement (including, without limitation, the section below entitled “Termination”). Prior to the exercise of this Option, you will not have any rights of a shareholder with respect to this Option or the Shares subject thereto.

Method of Exercise .

This Option will be exercisable pursuant to procedures approved by the Committee and communicated to you. No Shares will be delivered pursuant to the exercise of this Option unless (i) you have complied with your obligations under this Award Agreement, (ii) the exercise of this Option and the delivery of such Shares complies with applicable law, (iii) the Company has received full payment, in accordance with the methods set forth below in the section entitled “Manner of Payment,” of the aggregate exercise price of the Option, (iv) arrangements that are satisfactory to the Committee in its sole discretion have been made for your payment to the Company of the amount, if any, that is necessary to be withheld in accordance with applicable Federal or state withholding requirements, and (v) if the effective date of such exercise is prior to an Initial Public Offering, you have entered into a Management Shareholders’ Agreement with respect to the Shares to be purchased upon such exercise, which shall generally provide, among other things, for restrictions on the Transfer of the Shares purchased and the right of the Company to repurchase such Shares or to require you to sell such Shares upon the occurrence of certain events. Until such time as the Shares are delivered to you (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), you will have no right to vote or receive dividends or any other rights as a shareholder with respect to such Shares, notwithstanding the exercise of this Option.

Adjustment for Certain Events .

If and to the extent that it would not cause a violation of Section 409A of the Code or other applicable law, if any of the events described in Section 5(d) of the Plan shall occur, the Committee shall make an adjustment as described in such Section 5(d) to prevent dilution or enlargement of the benefits provided under this Option.

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Manner of Payment .

On or before the effective date of the exercise of this Option, you shall deliver to the Company full payment (or make provisions satisfactory to the Committee therefor) of the Exercise Price per Share for the Shares to be purchased upon such exercise and full payment of the withholding or other applicable taxes due in respect of such exercise. The Exercise Price may be paid in whole or in part either (i) by certified check, bank cashier’s check or wire transfer or (ii) to the extent permitted by the Committee, with Shares you own, or the withholding of Shares that otherwise would be delivered to you as a result of the exercise of this Option. The withholding or other applicable taxes may only be paid by certified check, bank cashier’s check or wire transfer, unless otherwise determined by the Committee in its sole and absolute discretion.

Any payment of the Exercise Price made in Shares you own shall be effected by the delivery of the certificate(s) for such Shares, if such Shares are certificated, to the Company, duly endorsed in blank or accompanied by stock powers duly executed in blank, together with any other documents and evidences as the Company shall require from time to time.

Termination .

Upon termination of your Service (other than as set forth below) prior to the Vesting Date, you will forfeit this Option without any consideration due to you.

If your Service is terminated Without Cause or due to your voluntary resignation on or after January 1, 2014 but prior to the Vesting Date, this Option will continue in full force and effect as if no such termination of your Service had occurred, pursuant to provisions of this Termination Section of the Award Agreement.

If your Service terminates prior to the Vesting Date by reason of your death, Retirement or Disability (as defined below), you (or, if applicable, such other person who is entitled to exercise this Option) shall be vested in the number of Shares as if the Shares subject to the Option vested 20% on February 1, 2012, October 19, 2012, October 19, 2013, October 19, 2014 and October 19, 2015, respectively, and you (or, if applicable, such other person who is entitled to exercise this Option) may exercise the Option to the extent vested on the date of termination of your Service as provided for below.

Notwithstanding anything in this Agreement to the contrary, if the Company or any of its Affiliates, in its sole discretion, enters into a Consulting Agreement with you following a termination of your Service Without Cause or due to your voluntary resignation on or after January 1, 2014 but prior to the Vesting Date, and your services under the Consulting Agreement are terminated for Cause prior to the Vesting Date, then upon any such termination, you will forfeit this Option without any consideration due to you. For the avoidance of doubt, if not otherwise forfeited in connection with a termination of your Service, this Option will continue in full force and effect upon the expiration or earlier termination of the Consulting Agreement prior to the Vesting Date Without Cause or due to your death or Disability.

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To the extent this Option is or becomes exercisable on the date of termination of your Service, then, if you (or, if applicable, such other person who is entitled to exercise this Option) do not exercise this Option on or prior to the expiration of the Option Exercise Period (as set forth below), this Option will terminate. In no event may you exercise this Option after the Expiration Date.


Type of Termination		Option Exercise Period
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

The date of termination of your Service will not be extended by any notice period mandated under local law ( e.g. , active employment would not include a period of “garden leave” or similar period pursuant to local law). The Committee shall have the exclusive discretion to determine the date of termination of your Service and/or the termination of your services under the Consulting Agreement for purposes of this Option.

In the event that there is a conflict between the terms of this Award Agreement regarding the effect of a termination of your Service on this Option and the terms of any Employment Agreement, the terms of your Employment Agreement will govern.

For purposes of this Award Agreement, the following terms shall have the following meanings:

“ Cause ” means (i) a material breach by you of any of your obligations under any written Consulting Agreement or employment agreement with the Company or any of its Affiliates, (ii) a material violation by you of any of the policies, procedures, rules and regulations of the Company or any of its Affiliates applicable to employees or other service providers generally or to employees or other service providers at your grade level; (iii) the failure by you to reasonably and substantially perform your duties to the Company or its Affiliates (other than as a result of physical or mental illness or injury); (iv) your willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its Affiliates; (v) your fraud or misappropriation of funds; or (vi) the commission by you of a felony or other serious crime involving moral turpitude; provided that if you are a party to a Consulting Agreement or an Employment Agreement at the time of termination of your Service or termination of your services under the

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Consulting Agreement, as applicable, and such Consulting Agreement or Employment Agreement contains a different definition of “cause” (or any derivation thereof), the definition in such Consulting Agreement or Employment Agreement, as applicable, will control for purposes of this Award Agreement.

If you are terminated Without Cause or if your employment is terminated as a result of your voluntary resignation and, within the twelve (12) month period subsequent to such termination of your Service, the Company determines that your Service could have been terminated for Cause, subject to anything to the contrary that may be contained in your Employment Agreement at the time of termination of your Service, your Service will, at the election of the Company, be deemed to have been terminated for Cause, effective as of the date the events giving rise to Cause occurred. Similarly, if your services under the Consulting Agreement are terminated Without Cause and, within the twelve (12) month period subsequent to such termination, the Company or its Affiliate which is a party to the Consulting Agreement determines that your services under the Consulting Agreement could have been terminated for Cause, subject to anything to the contrary that may be contained in the Consulting Agreement, at the time of termination of your services under the Consulting Agreement, the Consulting Agreement will, at the election of the Company or its Affiliate which is a party 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.

“ Consulting Agreement ” means a written consulting, service or similar agreement entered into by and between the Company or any of its Affiliates and you or any Person owned or controlled by you, for your continued provision of services to the Company or any of its Affiliates, as applicable, following any termination of your Service between January 1, 2014 and the Vesting Date, such consulting or similar agreement to be entered into on or before the date of termination of your Service.

“ Disability ” means (i) a physical or mental condition entitling you to benefits under the long-term disability policy of the Company covering you or (ii) in the absence of any such policy, a physical or mental condition rendering you unable to perform your duties for the Company or any of its Affiliates for a period of six (6) consecutive months or longer; provided that if you are a party to an Employment Agreement at the time of termination of your Service and such Employment Agreement contains a different definition of “disability” (or any derivation thereof), the definition in such Employment Agreement will control for purposes of this Award Agreement.

“ Retirement ” means a termination of Service by you on or after the later of (i) your 55 ^th birthday and (ii) your completion of five years of Service with the Company or its Affiliates.

“ Without Cause ” means (i) a termination of your Service by you for “Good Reason”, if you have an Employment Agreement that defines the term “Good Reason”, or by your employer (the “Employer”) other than any such termination by your Employer for Cause or due to your death or Disability; provided that if you are a party to an Employment Agreement at the time of termination of your Service and such

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Employment Agreement contains a different definition of “without cause” (or any derivation thereof), the definition in such Employment Agreement will control for purposes of this Award Agreement; and (ii) a termination of your services under the Consulting Agreement by the Company or its Affiliate other than any such termination for Cause or due to your death or Disability.

Change in Control .

In the event that a Change in Control occurs during your Service or prior to the expiration or earlier termination of your services under the Consulting Agreement, this Option shall vest in full upon the occurrence of such Change in Control, subject to any terms and conditions that the Committee may impose in accordance with Section 16(g) of the Plan, including without limitation a requirement that some or all of the proceeds from the accelerated portion of the Option be held in escrow and/or remain subject to risks of forfeiture or other conditions; provided, however, that any vesting requirements imposed with respect to the proceeds from the accelerated portion of the Option after a Change in Control shall be accelerated and become fully vested in the event that your Service is terminated after the Change in Control by the Company Without Cause or by reason of your Retirement, death or Disability (or if you are subject to an Employment Agreement that includes a definition of the term “Good Reason”, your Service is terminated by you for Good Reason (as defined in the Employment Agreement)) or your services under the Consulting Agreement are terminated after the Change in Control by the Company Without Cause or by reason of your death.

In the event that there is a conflict between the terms of this Award Agreement regarding the effect of a Change in Control on this Option and the terms of any Employment Agreement or Consulting Agreement, the terms of your Employment Agreement or Consulting Agreement, as applicable, will govern.

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 for all Tax-Related Items legally due by you is and remains your responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grant, including the grant, vesting or exercise of this 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 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 adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, you authorize the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by you from your wages or other cash compensation paid to you by the

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Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under local law, the Company may in its sole and absolute discretion (1) sell or arrange for the sale of Shares that you acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold the amount of Shares necessary to satisfy the minimum withholding amount. Finally, you will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of your participation in the Plan or your purchase of Shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the Shares if you fail to comply with your obligations in connection with the Tax-Related Items as described in this section.

No Guarantee of Continued Service .

You acknowledge and agree that the vesting of this Option on the Vesting Date is earned only pursuant to the requirements set forth in this Award Agreement (not through the act of being hired or being granted this Award). You further acknowledge and agree that this Award Agreement, the transactions contemplated hereunder and the Vesting Date shall not be construed as giving you the right to be retained in the employ of, or to continue to provide Service or other services to, the Company or any Affiliate. Further, the Company or the applicable Affiliate may at any time dismiss you, free from any liability, or any claim under the Plan, unless otherwise expressly provided in any other agreement binding you, the Company or the applicable Affiliate. The receipt of this Award is not intended to confer any rights on you except as set forth in this Award Agreement.

Termination for Cause; Restrictive Covenants.

In consideration for the grant of this Option and for other good and valuable consideration, the sufficiency of which is acknowledged by you, you agree as follows:

Upon (i) a termination of your Service or a termination of your services under the Consulting Agreement, as applicable, for Cause, (ii) a retroactive termination of your Service or your services under the Consulting Agreement, as applicable, for Cause as permitted herein or under your Employment Agreement or the Consulting Agreement, as applicable, or (iii) a violation of any post-termination restrictive covenant (including, without limitation, non-disclosure, non-competition and/or non-solicitation) contained in your Consulting Agreement or Employment Agreement, any separation or termination or similar agreement you may enter into with the Company or one of its Affiliates in connection with termination of your Service or your services under the Consulting Agreement, as applicable, any Options you hold that are then outstanding shall be immediately forfeited and the Company may require that you repay (with interest or appreciation (if any), as applicable, determined up to the date payment is made), and you shall promptly repay, to the Company, the Fair Market Value (in cash or in Shares) of any Shares received upon the exercise of Options during the period beginning on the date that is one year before the date of your termination and ending on the first anniversary of

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the date of your termination, 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.

Company’s Right of Offset .

If you become entitled to a distribution of benefits under this Award, and if at such time you have any outstanding debt, obligation, or other liability representing an amount owing to the Company or any of its Affiliates, then the Company or its Affiliates, upon a determination by the Committee, and to the extent permitted by applicable law and it would not cause a violation of Section 409A of the Code, may offset such amount so owing against the amount of benefits otherwise distributable. Such determination shall be made by the Committee.

Acknowledgment of Nature of Award .

In accepting this Option, you acknowledge that:

(a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, as provided in the Plan;

(b) the Option award is voluntary, occasional and discretionary and does not create any contractual or other right to receive future Option awards, or benefits in lieu of Options even if Options have been awarded repeatedly in the past;

(d) your participation in the Plan is voluntary;

(e) this Option is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or to the Employer;

(f) this Option is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculation of any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;

(g) the future value of the underlying Shares is unknown and cannot be predicted with certainty;

(h) if the underlying Shares do not increase in value, this Option will have no value;

(i) if you receive Shares, the value of such Shares acquired upon exercise may increase or decrease in value; and

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(j) no claim or entitlement to compensation or damages arises from termination of this Option, and no claim or entitlement to compensation or damages shall arise from any diminution in value of this Option or Shares received upon exercise of this Option resulting from termination of your Service by the Employer or a termination of your services under the Consulting Agreement, as applicable, and you irrevocably release the Company, its Affiliates and the Employer from any such claim that may arise.

Data Privacy Notice and Consent.

You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Award Agreement by and among, as applicable, the Employer, the Company, its Subsidiaries and its Affiliates or such other third party administrator as designated by the Committee in its sole and absolute discretion for the exclusive purpose of implementing, administering and managing your participation in the Plan.

You understand that the Company, the Employer and/or such other third party administrator as designated by the Committee in its sole and absolute discretion may hold certain personal information about you, including, 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, details of this Option or any other entitlement to Shares awarded, canceled, vested, unvested or outstanding in your favor, for the purpose of implementing, administering and managing the Plan (“Data”). You understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in your country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country. You understand that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative. You authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required to a broker, escrow agent or other third party with whom the Shares received upon exercise of this Option may be deposited. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local human resources representative. You understand that refusal or withdrawal of consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.

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Securities Laws .

You acknowledge receipt of advice from the Company that (i) the Shares have not been registered under the Securities Act of 1933 or qualified under any state securities or “blue sky” or non-U.S. securities laws, (ii) it is not anticipated that there will be any public market for the Shares, (iii) the Shares must be held indefinitely and you must continue to bear the economic risk of the investment in the Shares unless the Shares are subsequently registered under the Securities Act of 1933 and such state laws or an exemption from registration is available, (iv) although Rule 144 promulgated under the Securities Act (“Rule 144”) may be available with respect to sales of securities of the Company, you will not dispose of Shares in reliance on Rule 144 until the Shares are no longer subject to the restrictions on transfer set forth in the Management Shareholders’ Agreement, (v) if applicable, when and if the Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of Rule 144, (vi) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Shares and (vii) a notation shall be made in the appropriate records of the Company indicating that the Shares are subject to restrictions on transfer set forth in this Agreement and the Management Shareholders’ Agreement and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Shares.

Limits on Transferability; Beneficiaries.

This Option shall not be pledged, hypothecated or otherwise encumbered or subject to any lien, obligation or liability to any party, or Transferred, otherwise than by your will or the laws of descent and distribution or to a Beneficiary upon your death, and this Option shall be exercised during your lifetime only by you or your guardian or legal representative, except that this Option may be Transferred to one or more Beneficiaries or other Transferees during your lifetime with the consent of the Committee, and may be exercised by such Transferees in accordance with the terms of this Award Agreement, provided, however, that in the case of any Transfer prior to an Initial Public Offering, such Transfer is by gift or a domestic relations order to a “family member”, as that term is defined in Rule 701 under the Securities Act. A Beneficiary, Transferee, or other person claiming any rights under this Award Agreement shall be subject to all terms and conditions of the Plan, the Management Shareholders’ Agreement and this Award Agreement, except as otherwise determined by the Committee, and to any additional terms and conditions deemed necessary or appropriate by the Committee.

No Transfer to any executor or administrator of your estate or to any Beneficiary by will or the laws of descent and distribution of any rights in respect of this Option shall be effective to bind the Company unless the Committee shall have been furnished with (i) written notice thereof and with a copy of the will and/or such evidence as the Committee may deem necessary to establish the validity of the Transfer and (ii) the written agreement of the Transferee to comply with all the terms and conditions applicable to this Option and any Shares purchased upon exercise of this Option that are or would have been applicable to you, including the requirement to enter into a Management Shareholders’ Agreement as a condition to the exercise of this Option.

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The Transfer of any Shares purchased upon exercise of this Option shall be subject to the Management Shareholders’ Agreement. Notwithstanding any other provision hereof, you shall not be permitted to Transfer Shares during a Lock-Up Period.

No Compensation Deferrals .

It is intended that the Option awarded pursuant to this Award Agreement be exempt from Section 409A of the Code (“Section 409A”) because it is believed that (i) the Exercise Price per Share may never be less than the Fair Market Value of a Share on the Grant Date and the number of Shares subject to the Option is fixed on the original Grant Date, (ii) the Transfer or exercise of the Option is subject to taxation under Section 83 of the Code and Treasury Regulation 1.83-7, and (iii) the Option does not include any feature for the deferral of compensation other than the deferral of recognition of income until the exercise of the Option. The provisions of this Award Agreement shall be interpreted in a manner consistent with this intention. In the event that the Company believes, at any time, that any benefit or right under this Award Agreement is subject to Section 409A, then the Committee may (acting alone and without any required consent by you) amend this Award Agreement in such manner as the Committee deems necessary or appropriate to be exempt from or otherwise comply with the requirements of Section 409A (including without limitation, amending the Award Agreement to increase the Exercise Price per Share to such amount as may be required in order for the Option to be exempt from Section 409A).

Notwithstanding the foregoing, the Company does not make any representation to you that the Option awarded pursuant to this Agreement is exempt from, or satisfies, the requirements of Section 409A, and the Company shall have no liability or other obligation to indemnify or hold harmless you or any Beneficiary for any tax, additional tax, interest or penalties that you or any Beneficiary may incur in the event that any provision of this Agreement, or any amendment or modification thereof or any other action taken with respect thereto, is deemed to violate any of the requirements of Section 409A.

Entire Agreement; Governing Law; Jurisdiction; Waiver of Jury Trial .

The Plan, the Management Shareholders’ Agreement, this Award Agreement and, to the extent applicable, your Consulting Agreement, Employment Agreement or any separation agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings, representations and agreements (whether oral or written) of the Company and you with respect to the subject matter hereof. This Award Agreement may not be modified in a manner that adversely affects your rights heretofore granted under the Plan, except with your consent or to comply with applicable law or to the extent permitted under other provisions of the Plan, including, but not limited to Sections 5(d), 16(g) or 17 of the Plan. This Award Agreement is governed by the laws of the State of Delaware, without regard to its principles of conflict of laws.

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ANY ACTION OR PROCEEDING AGAINST THE PARTIES RELATING IN ANY WAY TO THIS AGREEMENT MAY BE BROUGHT EXCLUSIVELY IN THE COURTS OF THE STATE OF FLORIDA OR (TO THE EXTENT SUBJECT MATTER JURISDICTION EXISTS THEREFORE) THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF FLORIDA, AND YOU IRREVOCABLY SUBMIT TO THE JURISDICTION OF BOTH SUCH COURTS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING. ANY ACTIONS OR PROCEEDINGS TO ENFORCE A JUDGMENT ISSUED BY ONE OF THE FOREGOING COURTS MAY BE ENFORCED IN ANY JURISDICTION.

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, YOU HEREBY WAIVE, AND COVENANT THAT YOU WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM OR PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER IN CONTRACT, TORT OR OTHERWISE.

By signing this Award Agreement, you acknowledge receipt of a copy of the Plan and represent that you are familiar with the terms and conditions of the Plan, and hereby accept this Award subject to all provisions in this Award Agreement and in the Plan. You hereby agree to accept as final, conclusive and binding all decisions or interpretations of the Committee upon any questions arising under the Plan or this Award Agreement.

Electronic Delivery .

The Company may, in its sole discretion, decide to deliver any documents related to this Option or future options that may be awarded under the Plan by electronic means or request your consent to participate in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

Agreement Severable .

In the event that any provision in this Award Agreement will be held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Award Agreement.

Language .

If you have received this Award Agreement or any other document related to the Plan translated into a language other than English and if the translated version is different that the English version, the English version will control.

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Exhibit 10.28

June 19, 2012

Name of Employee (“ you ”)

On April 3, 2012 we announced that Burger King Worldwide Holdings, Inc. (the “ Company ”) has entered into an agreement to merge with and into a wholly-owned subsidiary of Justice Delaware Holdco Inc. a company that will be listed on the New York Stock Exchange (the “ Transaction ”). A copy of the Business Combination Agreement and Plan of Merger, dated as of April 3, 2012 (the “ Agreement ”), has been filed with the SEC and is available at www.BK.com , under the section titled “Investor Relations”. Unless defined in this letter or in Exhibit A hereto, capitalized terms used herein shall have the meanings ascribed to them in the Agreement.

As a holder of Options, you are being asked to agree to the amendments to the terms of your Option Award Agreement(s) as set forth in this letter agreement. These amendments are being made to reflect the fact that the Company will be a publicly traded company and so that the options granted under the 2011 Omnibus Incentive Plan (the “ 2011 Plan ”) will be treated consistently with options to be granted under the new equity plan adopted by Justice Delaware Holdco Inc. in connection with the Transaction (the “ 2012 Plan ”). If you consent to the terms hereof, please execute a copy of this letter where indicated below. If you do not consent to such terms, the terms of your Options will remain unchanged.

The proposed amendments to your Option Award Agreement(s) are as follows:

1.	The entire “Change in Control” section in your Option Award Agreement(s) shall be deleted in its entirety, and the following paragraph shall be inserted as the third paragraph under the section headed “Termination” in your Option Award Agreement(s):

“Subject to any terms and conditions that the Committee may impose in accordance with Section 16(g) of the Plan, in the event that a Change in Control occurs and, within twelve (12) months following the date of such Change in Control, your employment is terminated by the Company Without Cause (as defined herein), this Option shall vest in full upon such termination. In the event that there is a conflict between the terms of this Award Agreement regarding the effect of a Change in Control on this Option and the terms of any Employment Agreement, the terms of this Option Award Agreement will govern.”

As a result of this amendment your options will no longer automatically vest upon a Change in Control (i.e., a “single trigger”). Instead they will only vest if we experience a Change in Control and you are terminated without cause within 12 months after such Change in Control (i.e., a “double trigger”). If you were to voluntarily resign or be terminated with Cause at any time after a Change in Control or be terminated more than 12 months after the Change in Control, you will lose any unvested options. The reason for this change is that it is much more common for public companies with option plans to have a double trigger than a single trigger.

The following definition of “Change in Control” (which is identical to the definition of “Change in Control” in the 2012 Plan) shall be inserted before the definition of “Disability” under the heading “Termination” in your Option Award Agreement(s), and this definition of “Change in Control” shall replace and supersede the “Change in Control” definition set forth in the 2011 Plan with respect to your Options:

“ Change in Control ” means the occurrence of:

(i)

any “person” (as defined in Section 13(d) of the Act) (other than the Company, its Affiliates or an employee benefit plan or trust maintained by the Company or its affiliates, or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Shares of the Company) becoming the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of more than 50% of the combined voting power of the Company’s then outstanding securities (excluding any “person” who becomes such a beneficial owner (x) in connection with a transaction described in clause (A) of paragraph (ii) below or (y) in connection with a distribution to them in their capacity as a member or partner (whether general or limited partners) in 3G Special Situation Fund, L.P., a limited partnership formed under the laws of the Cayman Islands (“ 3G ”));

(ii)

the consummation of (A) a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or being converted into voting securities of the surviving entity or any parent thereof) more than 20% of the combined voting power or the total fair market value of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; provided, however, that a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person (other than those covered by the exceptions in paragraph (i) of this definition) acquires more than 50% of the combined voting power of the Company’s then outstanding securities shall not constitute a Change in Control of the Company; or

(iii)

a complete liquidation or dissolution of the Company or the consummation of any sale, lease, exchange or other transfer (in one transaction or a series of transactions) of all or substantially all of the assets of the Company; other than such liquidation, sale or disposition to a person or persons who beneficially own, directly or indirectly, more than 20% of the combined voting power of the outstanding voting securities of the Company at the time of the sale.

Notwithstanding the foregoing, (x) with respect to any Award that is characterized as “nonqualified deferred compensation” within the meaning of Section 409A of the Code, an event shall not be considered to be a Change in Control under the Plan for purposes of payment of such Award unless such event is also a “change in ownership,” a “change in effective control”

or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code and (y) for purposes of the Plan, the occurrence of the Registration Date or any change in the composition of the Board within one year following the Registration Date shall not be considered a Change in Control. For purposes hereof, “Registration Date” shall mean means the “Closing Date” as defined in the Agreement referred to above.

As a result of this amendment, transactions that might have previously been deemed to have been a “Change in Control” and result in a vesting of your options may no longer be deemed to be a “Change in Control” and your options would not vest.

3.	The definition of “Without Cause” in your Option Award Agreement(s) shall be deleted in its entirety and replaced with the following definition:

“ Without Cause ” means a termination of your Service by your employer (the “Employer”) other than any such termination by your Employer for Cause or due to your death or Disability; provided that if you are a party to an Employment Agreement at the time of termination of your Service and such Employment Agreement provides that a termination of your Service by you for “Good Reason” constitutes termination of your Service “Without Cause”, such termination for Good Reason shall not constitute termination Without Cause for purposes of the acceleration of your Options following a Change in Control.

As a result of this amendment, terminations that might have previously been deemed to be “without cause” may not longer be deemed to be “without cause.” Combined with the first amendment of this letter agreement, this means that certain terminations that occur after a Change in Control that would previously have been a “Termination Without Cause” and have resulted in an acceleration of your options will no longer be deemed to be “Without Cause” and therefore your unvested options would terminate, rather than be vest.

You will take or authorize such other actions and execute such other documents as the Company determines to be reasonable or appropriate to implement the provisions of this letter agreement.

Investing in shares of Justice Delaware Holdco Inc. involves risk. Before executing this consent, you should talk to your personal financial or tax advisor. In addition, it is important that you read the Agreement, the Annual Report on Form 10-K, as amended, of Burger King Holdings, Inc., a wholly-owned subsidiary of the Company (“Holdings”), that was filed with the Securities and Exchange Commission (“SEC”) on March 14, 2012 as well as Current Reports on Form 8-K and other information that Holdings has filed with the SEC.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION NOR ANY OTHER U.S. REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED THE SECURITIES OFFERED HEREBY NOR HAS ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS CONSENT OR THE ACCURACY OR ADEQUACY OF THIS CONSENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

[ Signature Pages Follow ]

Please sign a copy of this letter agreement where indicated below to evidence your agreement to the terms and conditions hereof, and return a copy to the undersigned by no later than July 18, 2012 . If you have any questions regarding this matter, please contact Luciano Almada or Lisa Giles-Klein.


Sincerely, Burger King Worldwide Holdings, Inc.

By:
Name: Title:

Agreed to and acknowledged as of this day of , 2012 by:




By:
Name:

EXHIBIT 31.1

CERTIFICATION

I, Bernardo Hees, certify that:

I have reviewed this quarterly report on Form 10-Q of Burger King Worldwide, Inc:

Based on my knowledge, this quarterly 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 quarterly report;

Based on my knowledge, the financial statements, and other financial information included in this quarterly 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;

The registrant’s 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:

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 quarterly report is being prepared;

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;

Evaluated the effectiveness of the registrant’s 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

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

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 registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Bernardo Hees

Bernardo Hees

Chief Executive Officer

Dated: April 26, 2013

EXHIBIT 31.2

CERTIFICATION

I, Joshua Kobza, certify that:

I have reviewed this quarterly report on Form 10-Q of Burger King Worldwide, Inc:

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Joshua Kobza

Joshua Kobza

Chief Financial Officer

Dated: April 26, 2013

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Burger King Worldwide, Inc. (the “Company”) for the quarter ended March 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bernardo Hees, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Bernardo Hees

Bernardo Hees

Chief Executive Officer

Dated: April 26, 2013

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Burger King Worldwide, Inc. (the “Company”) for the quarter ended March 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 18 U.S.C. §1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Joshua Kobza

Joshua Kobza

Chief Financial Officer

Dated: April 26, 2013