UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 22, 2012

Commission file number: 001-32875

BURGER KING HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware		75-3095469
(State or Other Jurisdiction of Incorporation)		(IRS 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)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01.

Regulation FD Disclosure

On May 22, 2012, Burger King Worldwide Holdings, Inc. (the “Company”), the indirect parent of Burger King Holdings, Inc., will present material non-public information regarding the Company’s last five quarters on a consolidated basis and by operating segment at an analyst meeting at the Company’s Miami headquarters. A copy of the information presented at the meeting is included in this Form 8-K.

We evaluate our restaurants and assess our business based on the following operating metrics and key financial measures:

•

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. We review sales growth as an operating metric to help identify and assess trends in restaurant sales for the Burger King system as a whole, without distortion from the effects of refranchised or acquired restaurants.

•

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.

•

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.

•

Company restaurant margin, or CRM, is derived by subtracting Company restaurant expenses from Company restaurant revenues for a stated period, and is typically analyzed as a percentage of Company restaurant revenues, a metric we refer to as Company restaurant margin %, or CRM %. Company restaurant expenses are comprised of food, paper and product costs, payroll and employee benefits (“labor” costs) and occupancy and other operating costs, which include rent and depreciation and amortization related to restaurant properties (“occupancy and other operating” costs). Food, paper and product costs vary with sales volume, while labor and occupancy costs are primarily fixed costs with variable components. We review the relationship between our Company restaurant expenses and Company restaurant revenues in the context of how those relationships affect CRM and CRM %.

•

Adjusted EBITDA represents earnings before interest, taxes, depreciation and amortization adjusted to exclude specifically identified items that management believes do not directly reflect our core operations. These items include share-based compensation and non-cash compensation expense, other operating (income) expenses, net, and all other specifically identified costs associated with non-recurring projects; Transaction costs, global restructuring and related professional fees, field optimization project costs and global portfolio realignment project costs. We use adjusted EBITDA as our measure of segment income.

•

Adjusted net income is used by management to evaluate and forecast earnings from ongoing operations excluding the impact of unusual items. This measure is used by management to evaluate and forecast earnings from ongoing operations.

Comparable sales and 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”).

The following tables present our financial results, including operating metrics and key financial measures for the last five quarters on a consolidated basis and by operating segment: (1) the U.S. and Canada; (2) Europe, the Middle East and Africa, or EMEA; (3) Latin America and the Caribbean, or LAC; and (4) Asia Pacific, or APAC. Tabular amounts in millions of dollars unless otherwise noted.

Consolidated

BURGER KING WORLDWIDE HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Unaudited)


	Three Months Ended
	March 31, 2012		December 31, 2011		September 30, 2011			June 30, 2011		March 31, 2011
	March 31, 2012		December 31, 2011		September 30, 2011			June 30, 2011		March 31, 2011

Revenues:
Company restaurant revenues	$	396.2	$	404.4	$	422.8		$	419.0	$	392.5
Franchise and property revenues		173.7		176.2		184.9			176.4		159.5

Total revenues		569.9		580.6		607.7			595.4		552.0

Company restaurant expenses:
Food, paper and product costs		130.0		127.4		134.9			135.4		127.0
Payroll and employee benefits		119.5		116.7		122.3			122.2		120.0
Occupancy and other operating costs		104.5		107.2		113.0			111.6		109.7

Total Company restaurant expenses		354.0		351.3		370.2			369.2		356.7

Franchise and property expenses		23.8		25.5		25.3			23.2		23.1
Selling, general and administrative expenses		95.0		114.4		103.3			99.3		100.4
Other operating (income) expenses, net		13.0		1.5		(2.7	)		4.7		7.8

Total operating costs and expenses		485.8		492.7		496.1			496.4		488.0

Income from operations		84.1		87.9		111.6			99.0		64.0

Interest expense, net		59.1		61.0		59.4			56.1		50.2
Loss on early extinguishment of debt		3.5		1.5		—			—		19.6

Income (loss) before income taxes		21.5		25.4		52.2			42.9		(5.8	)
Income tax expense		7.2		0.4		13.4			12.7		0.1

Net income (loss)	$	14.3	$	25.0	$	38.8		$	30.2	$	(5.9	)


Adjusted net income	$	39.8	$	50.3	$	54.2		$	46.5	$	27.6


	Three Months Ended
	March 31,			December 31,			September 30,			June 30,			March 31,
	2012			2011			2011			2011			2011

Company:
Company restaurant revenues	$	396.2		$	404.4		$	422.8		$	419.0		$	392.5
CRM		42.2			53.1			52.6			49.8			35.8
CRM %		10.7	%		13.1	%		12.4	%		11.9	%		9.1	%
Company restaurant expenses as a % of Company restaurant revenue:
Food and paper		32.8	%		31.5	%		31.9	%		32.3	%		32.4	%
Payroll and benefits		30.2	%		28.9	%		28.9	%		29.2	%		30.6	%
Depreciation and amortization		5.5	%		5.3	%		5.3	%		5.4	%		5.9	%
Other occupancy and operating		20.8	%		21.2	%		21.5	%		21.2	%		22.0	%

Franchise:
Franchise and property revenues	$	173.7		$	176.2		$	184.9		$	176.4		$	159.5
Franchise and franchise property expenses		23.8			25.5			25.3			23.2			23.1
Franchise sales (in constant currencies) ⁽¹⁾		3,385.5			3,415.2			3,634.0			3,449.0			3,155.1
Consolidated Adjusted EBITDA		143.2			154.1			161.0			149.9			120.0
Consolidated Adjusted EBITDA margin		25.1	%		26.5	%		26.5	%		25.2	%		21.7	%

Unallocated Management G&A ⁽²⁾		26.2			22.8			25.4			21.9			31.0

FX Impact


	Three Months Ended
	March 31,			December 31,			September 30,		June 30,		March 31,
	2012			2011			2011		2011		2011

Consolidated revenues	$	(6.1	)	$	(2.5	)	$	15.2	$	19.7	$	3.2
Consolidated CRM		(0.5	)		(0.4	)		1.4		1.4		0.2
Consolidated adjusted EBITDA		(1.6	)		(0.7	)		2.8		2.7		(0.3	)

Key Business Metrics


	Three Months Ended
	March 31,			December 31,			September 30,			June 30,			March 31,
	2012			2011			2011			2011			2011

Systemwide sales growth		6.5	%		2.2	%		3.6	%		0.4	%		1.5	%
Comparable sales growth
Company		6.1	%		2.3	%		3.2	%		(1.6	)%		(3.6	)%
Franchise		4.4	%		1.1	%		1.4	%		(2.2	)%		(2.8	)%
System		4.6	%		1.2	%		1.6	%		(2.2	)%		(2.8	)%
NRG
Company		(5	)		1			—			(3	)		(2	)
Franchise		27			116			59			38			52
System		22			117			59			35			50
Net Refranchisings		5			1			35			6			3
Restaurant counts at period end
Company		1,285			1,295			1,295			1,330			1,339
Franchise		11,249			11,217			11,100			11,006			10,962
System		12,534			12,512			12,395			12,336			12,301
CRM %		10.7	%		13.1	%		12.4	%		11.9	%		9.1	%

(1)	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.

(2)

Unallocated Management G&A includes 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.

U.S. & Canada


	Three Months Ended
	March 31,			December 31,			September 30,			June 30,			March 31,
	2012			2011			2011			2011			2011

Company:
Company restaurant revenues	$	286.3		$	285.1		$	302.2		$	302.1		$	282.6
CRM		33.8			38.6			37.6			38.0			28.1
CRM %		11.8	%		13.5	%		12.4	%		12.6	%		9.9	%
Company restaurant expenses as a % of Company restaurant revenue:
Food and paper		33.1	%		31.5	%		32.2	%		32.8	%		32.8	%
Payroll and benefits		31.1	%		30.2	%		30.1	%		30.0	%		31.5	%
Depreciation and amortization		5.6	%		5.6	%		5.6	%		5.6	%		5.9	%
Other occupancy and operating		18.4	%		19.2	%		19.7	%		19.0	%		19.9	%

Franchise:
Franchise and property revenues	$	100.3		$	98.1		$	103.8		$	102.3		$	92.9
Franchise and franchise property expenses		16.5			19.1			17.5			16.3			17.0
Franchise sales (in constant currencies)		1,848.3			1,854.4			1,968.8			1,910.6			1,776.7
Segment income		112.9			112.5			118.9			115.3			102.8
Segment margin		29.2	%		29.4	%		29.3	%		28.5	%		27.4	%

FX Impact


	Three Months Ended
	March 31,			December 31,			September 30,			June 30,			March 31,
	2012			2011			2011			2011			2011
	Favorable / (Unfavorable)

Segment revenues	$	(0.5	)	$	(0.3	)	$	2.2		$	2.5		$	2.0
Segment CRM		—			—			0.2			0.2			0.2
Segment income		(0.1	)		(0.1	)		(0.6	)		(0.8	)		0.2

Key Business Metrics


	Three Months Ended
	March 31,			December 31,			September 30,			June 30,			March 31,
	2012			2011			2011			2011			2011
	Favorable / (Unfavorable)
Systemwide sales growth		3.7	%		(2.0	)%		(0.3	)%		(5.5	)%		(5.1	)%
Comparable sales growth
Company		6.0	%		0.5	%		1.8	%		(3.7	)%		(6.0	)%
Franchise		4.0	%		(2.4	)%		(0.6	)%		(5.5	)%		(6.0	)%
System		4.2	%		(2.0	)%		(0.3	)%		(5.3	)%		(6.0	)%
NRG
Company		(1	)		(2	)		(1	)		(1	)		(3	)
Franchise		(11	)		(21	)		(4	)		(17	)		(1	)
System		(12	)		(23	)		(5	)		(18	)		(4	)
Net Refranchisings		4			1			35			2			—
Restaurant counts at period end
Company		934			939			942			978			981
Franchise		6,554			6,561			6,581			6,550			6,565
System		7,488			7,500			7,523			7,528			7,546

EMEA


	Three Months Ended
	March 31, 2012			December 31, 2011			September 30, 2011			June 30, 2011			March 31, 2011

Company:
Company restaurant revenues	$	77.6		$	86.2		$	84.9		$	81.6		$	78.0
CRM		6.4			11.9			10.7			7.7			5.2
CRM %		8.2	%		13.8	%		12.6	%		9.4	%		6.7	%
Company restaurant expenses as a % of Company restaurant revenue:
Food and paper		30.7	%		29.8	%		29.0	%		29.2	%		29.7	%
Payroll and benefits		32.2	%		29.4	%		30.5	%		32.1	%		33.7	%
Depreciation and amortization		3.6	%		3.2	%		3.4	%		3.6	%		3.7	%
Other occupancy and operating		25.3	%		23.7	%		24.6	%		26.0	%		26.2	%

Franchise:
Franchise and property revenues	$	45.7		$	48.6		$	53.9		$	49.3		$	43.1
Franchise and franchise property expenses		6.1			6.3			6.5			6.3			6.8
Franchise sales (in constant currencies)		896.0			920.4			1,008.3			922.7			797.6
Segment income		32.8			40.3			43.7			35.3			26.7
Segment margin		26.6	%		29.9	%		31.5	%		26.9	%		22.0	%

FX Impact


	Three Months Ended
	March 31, 2012			December 31, 2011			September 30, 2011		June 30, 2011		March 31, 2011
	Favorable / (Unfavorable)

Segment revenues	$	(4.8	)	$	(1.0	)	$	10.8	$	14.4	$	(0.8	)
Segment CRM		(0.3	)		(0.1	)		1.0		0.9		(0.1	)
Segment income		(1.4	)		(0.3	)		3.5		3.7		(0.5	)

Key Business Metrics


	Three Months Ended
	March 31, 2012			December 31, 2011			September 30, 2011			June 30, 2011			March 31, 2011
Systemwide sales growth		10.6	%		9.3	%		5.8	%		3.6	%		7.0	%
Comparable sales growth
Company		7.6	%		7.7	%		6.1	%		4.9	%		4.2	%
Franchise		6.5	%		7.2	%		4.6	%		3.1	%		1.3	%
System		6.6	%		7.3	%		4.7	%		3.2	%		1.5	%
NRG
Company		(1	)		—			(1	)		(1	)		(2	)
Franchise		35			47			40			32			39
System		34			47			39			31			37
Net Refranchisings		1			—			—			4			3
Restaurant counts at period end
Company		190			192			192			193			198
Franchise		2,726			2,690			2,643			2,603			2,567
System		2,916			2,882			2,835			2,796			2,765

LAC


	Three Months Ended
	March 31, 2012			December 31, 2011			September 30, 2011			June 30, 2011			March 31, 2011

Company:
Company restaurant revenues	$	14.7		$	15.3		$	17.9		$	17.6		$	15.4
CRM		2.2			2.9			3.7			3.4			2.6
CRM %		15.0	%		18.7	%		20.7	%		19.0	%		16.9	%
Company restaurant expenses as a % of Company restaurant revenue:
Food and paper		38.1	%		39.2	%		38.5	%		37.5	%		37.0	%
Payroll and benefits		12.9	%		12.4	%		11.7	%		11.9	%		12.3	%
Depreciation and amortization		10.2	%		9.8	%		8.9	%		9.7	%		10.4	%
Other occupancy and operating		23.8	%		19.9	%		20.2	%		21.9	%		23.4	%

Franchise:
Franchise and property revenues	$	15.8		$	17.5		$	16.0		$	14.6		$	13.8
Franchise and franchise property expenses		0.2			(0.4	)		0.6			—			(1.3	)
Franchise sales (in constant currencies)		315.8			318.5			322.7			295.3			272.2
Segment income		15.9			18.3			15.9			14.5			15.2
Segment margin		52.1	%		55.8	%		46.9	%		45.0	%		52.1	%

FX Impact


	Three Months Ended
	March 31, 2012			December 31, 2011			September 30, 2011		June 30, 2011		March 31, 2011
	Favorable / (Unfavorable)

Segment revenues	$	(1.1	)	$	(1.5	)	$	0.7	$	1.1	$	0.8
Segment CRM		(0.2	)		(0.3	)		0.2		0.2		0.1
Segment income		(0.1	)		(0.2	)		—		0.1		0.1

Key Business Metrics


	Three Months Ended
	March 31, 2012			December 31, 2011			September 30, 2011			June 30, 2011			March 31, 2011
Systemwide sales growth		15.3	%		8.2	%		15.6	%		16.6	%		18.9	%
Comparable sales growth
Company		3.1	%		4.5	%		12.1	%		4.6	%		(4.3	)%
Franchise		10.3	%		10.0	%		10.5	%		6.9	%		4.5	%
System		9.9	%		9.7	%		10.5	%		6.8	%		4.0	%
NRG
Company		—			—			—			—			1
Franchise		6			46			11			15			9
System		6			46			11			15			10
Net Refranchisings		—			—			—			—			—
Restaurant counts at period end
Company		97			97			97			97			97
Franchise		1,131			1,125			1,079			1,068			1,053
System		1,228			1,222			1,176			1,165			1,150

APAC


	Three Months Ended
	March 31, 2012			December 31, 2011			September 30, 2011			June 30, 2011			March 31, 2011

Company:
Company restaurant revenues	$	17.6		$	17.8		$	17.8		$	17.7		$	16.5
CRM		(0.2	)		(0.2	)		0.6			0.8			(0.1	)
CRM %		(1.1	)%		(1.4	)%		3.5	%		4.8	%		(0.6	)%
Company restaurant expenses as a % of Company restaurant revenue:
Food and paper		33.4	%		33.7	%		34.3	%		33.3	%		33.3	%
Payroll and benefits		20.5	%		18.5	%		19.7	%		18.1	%		17.6	%
Depreciation and amortization		7.4	%		6.8	%		5.3	%		6.5	%		10.3	%
Other occupancy and operating		39.8	%		42.4	%		37.2	%		37.3	%		39.4	%

Franchise:
Franchise and property revenues	$	11.9		$	12.0		$	11.2		$	10.2		$	9.7
Franchise and franchise property expenses		1.0			0.5			0.7			0.6			0.6
Franchise sales (in constant currencies)		325.4			321.9			334.2			320.4			308.6
Segment income		7.8			5.8			7.9			6.7			6.3
Segment margin		26.4	%		19.4	%		27.3	%		24.0	%		24.0	%

FX Impact


	Three Months Ended
	March 31, 2012		December 31, 2011			September 30, 2011			June 30, 2011			March 31, 2011
	Favorable / (Unfavorable)

Segment revenues	$	0.3	$	0.3		$	1.5		$	1.7		$	1.2
Segment CRM		—		—			—			0.1			—
Segment income		—		(0.1	)		(0.1	)		(0.3	)		(0.1	)

Key Business Metrics


	Three Months Ended
	March 31, 2012			December 31, 2011			September 30, 2011			June 30, 2011			March 31, 2011
Systemwide sales growth		5.4	%		4.0	%		14.5	%		19.4	%		16.4	%
Comparable sales growth
Company		3.7	%		7.0	%		7.0	%		7.0	%		7.5	%
Franchise		(3.1	)%		(1.6	)%		(1.8	)%		(0.9	)%		1.8	%
System		(2.8	)%		(1.2	)%		(1.5	)%		(0.6	)%		2.0	%
NRG
Company		(3	)		3			2			(1	)		2
Franchise		(3	)		44			12			8			5
System		(6	)		47			14			7			7
Net Refranchisings		—			—			—			—			—
Restaurant counts at period end
Company		64			67			64			62			63
Franchise		838			841			797			785			777
System		902			908			861			847			840

The reconciliation of segment income to net income is as follows:


	Three Months Ended
	March 31, 2012			December 31, 2011			September 30, 2011			June 30, 2011			March 31, 2011
Segment Income:
U.S. and Canada	$	112.9		$	112.5		$	118.9		$	115.3		$	102.8
EMEA		32.8			40.3			43.7			35.3			26.7
LAC		15.9			18.3			15.9			14.5			15.2
APAC		7.8			5.8			7.9			6.7			6.3
Unallocated Management G&A		(26.2	)		(22.8	)		(25.4	)		(21.9	)		(31.0	)

Adjusted EBITDA		143.2			154.1			161.0			149.9			120.0
Share-based compensation		1.4			5.5			0.3			0.4			0.2
Transaction costs (1)		1.1			1.6			1.0			0.3			0.8
Global restructuring and related professional fees (2)		—			13.8			10.5			10.0			12.2
Global portfolio realignment project (3)		3.7			7.1			0.5			—			—
Field optimization project costs (4)		—			3.4			5.5			1.7			—
Business Combination Agreement expenses (5)		5.9			—			—			—			—
Other operating (income) expenses, net		13.0			1.5			(2.7	)		4.7			7.8

EBITDA		118.1			121.2			145.9			132.8			99.0
Depreciation and amortization		34.0			33.3			34.3			33.8			35.0

Income from operations		84.1			87.9			111.6			99.0			64.0
Interest expense, net		59.1			61.0			59.4			56.1			50.2
Loss on early extinguishment of debt		3.5			1.5			—			—			19.6
Income tax expense		7.2			0.4			13.4			12.7			0.1

Net income (loss)	$	14.3		$	25.0		$	38.8		$	30.2		$	(5.9	)

The reconciliation of net income to adjusted net income is as follows:


	Three Months Ended
	March 31, 2012		December 31, 2011		September 30, 2011			June 30, 2011		March 31, 2011
*Adjusted net income*

Net income	$	14.3	$	25.0	$	38.8		$	30.2	$	(5.9	)
Income tax expense (benefit)		7.2		0.4		13.4			12.7		0.1

Income before income taxes		21.5		25.4		52.2			42.9		(5.8	)
Adjustments:
Franchise agreement amortization		5.2		5.4		5.3			5.6		5.5
Amortization of deferred financing costs and original issue discount		3.5		4.0		3.6			3.5		3.4
Loss on early extinguishment of debt		3.5		1.5		—			—		19.6
Other operating (income) expense, net		13.0		1.5		(2.7	)		4.7		7.8
Transaction costs (1)		1.1		1.6		1.0			0.3		0.8
Global restructuring and related professional fees (2)		—		13.8		10.5			10.0		12.2
Global portfolio realignment project (3)		3.7		7.1		0.5			—		—
Field optimization project costs (4)		—		3.4		5.5			1.7		—
Business Combination Agreement expenses (5)		5.9		—		—			—		—

Total adjustments		35.9		38.3		23.7			25.8		49.3

Adjusted income before income taxes		57.4		63.7		75.9			68.7		43.5

Adjusted income tax expense (6)		17.6		13.4		21.7			22.2		15.9

Adjusted net income	$	39.8	$	50.3	$	54.2		$	46.5	$	27.6

(1)	Represents expenses incurred related to the acquisition of the Company.

(2)

Represents severance benefits, other severance-related costs and related professional fees incurred in connection with the company’s global restructuring efforts, the voluntary resignation severance program offered for a limited time to eligible employees based at its Miami headquarters and additional reductions in corporate and field positions in the U.S.

(3)

Represents costs associated with an ongoing project to realign our global restaurant portfolio by refranchising our Company restaurants and establishing strategic partners and joint ventures to accelerate development. These costs primarily include severance related costs and fees for professional services.

(4)	Represents severance-related costs, compensation costs for overlap staffing, travel expenses, consulting and training costs incurred in connection with the Company’s efforts to expand and enhance its U.S. field organization.

(5)

Represents a one-time share-based compensation expense related to awards granted during the three months ended March 31, 2012 resulting from the increase in equity value of BKWWH implied by the recently announced Business Combination Agreement with Justice Holdings Ltd. and its subsidiaries. We also expect to incur professional fees and other transaction costs associated with the planned transaction.

(6)	Adjusted income tax expense for the last five quarters is calculated using the company’s actual tax rate for all items with the exception of the adjustments listed above to which a blended statutory tax rate of 29.0%, 34.0%, 35.0%, 37.0% and 32.0%, respectively, has been applied.

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 hereunto duly authorized.

BURGER KING HOLDINGS, INC.

/s/ Daniel S. Schwartz

Daniel S. Schwartz

Chief Financial Officer

Date: May 22, 2012

Burger King Holdings Inc 8-K