Edgar Filing: Burger King Worldwide, Inc.

Large accelerated filer

Accelerated filer

Non-accelerated filer

x (Do not check if a smaller reporting company)

Smaller reporting company

10-Q

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 September 30, 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		(I.R.S. Employer
Incorporation or Organization)		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 September 30, 2013, there were 351,245,099 shares of the Registrant’s Common Stock outstanding.

BURGER KING WORLDWIDE, 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		26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		41
Item 4.	Controls and Procedures		41

PART II – Other Information
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		43
Item 5.	Other Information		43
Item 6.	Exhibits		44
	Signatures		45
	Index to Exhibits		46

PART I – Financial Information

Item 1. Financial Statements

BURGER KING WORLDWIDE, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In millions, except share data)

(Unaudited)


	As of
	September 30,			December 31,
	2013			2012
ASSETS
Current assets:
Cash and cash equivalents	$	764.3		$	546.7
Trade and notes receivable, net		164.6			179.0
Prepaids and other current assets, net		99.6			91.3
Deferred income taxes, net		38.0			73.5

Total current assets		1,066.5			890.5

Property and equipment, net of accumulated depreciation of $173.6 million and $200.8 million, respectively		804.6			885.2
Intangible assets, net		2,799.3			2,811.2
Goodwill		626.5			619.2
Net investment in property leased to franchisees		167.4			180.4
Other assets, net		306.9			177.5

Total assets	$	5,771.2		$	5,564.0

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts and drafts payable	$	25.8		$	68.7
Accrued advertising		101.2			66.5
Other accrued liabilities		182.0			206.8
Current portion of long term debt and capital leases		75.0			55.8

Total current liabilities		384.0			397.8

Term debt, net of current portion		2,890.8			2,905.1
Capital leases, net of current portion		78.5			88.4
Other liabilities, net		354.8			382.4
Deferred income taxes, net		664.5			615.3

Total liabilities		4,372.6			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; 351,245,099 shares issued and outstanding at September 30, 2013; 350,238,771 shares issued and outstanding at December 31, 2012;		3.5			3.5
Additional paid-in capital		1,223.0			1,205.7
Retained earnings		183.3			76.1
Accumulated other comprehensive loss		(11.2	)		(110.3	)

Total stockholders’ equity		1,398.6			1,175.0

Total liabilities and stockholders’ equity	$	5,771.2		$	5,564.0

See accompanying notes to condensed consolidated financial statements.

BURGER KING WORLDWIDE, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(In millions, except per share data)

(Unaudited)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2013		2012		2013		2012

Revenues:
Company restaurant revenues	$	27.0	$	244.6	$	200.8	$	986.7
Franchise and property revenues		248.1		211.1		680.3		579.7

Total revenues		275.1		455.7		881.1		1,566.4

Company restaurant expenses:
Food, paper and product costs		8.5		79.7		63.8		324.7
Payroll and employee benefits		7.4		71.9		61.6		291.6
Occupancy and other operating costs		7.0		64.7		52.2		259.7

Total Company restaurant expenses		22.9		216.3		177.6		876.0
Franchise and property expenses		40.5		37.7		113.5		90.0
Selling, general and administrative expenses		59.6		77.6		187.8		268.4
Other operating expenses (income), net		6.6		30.3		21.1		26.2

Total operating costs and expenses		129.6		361.9		500.0		1,260.6

Income from operations		145.5		93.8		381.1		305.8
Interest expense, net		50.2		57.3		149.3		173.6
Loss on early extinguishment of debt		—		23.0		—		34.2

Income before income taxes		95.3		13.5		231.8		98.0
Income tax expense		27.1		6.9		64.9		28.9

Net income	$	68.2	$	6.6	$	166.9	$	69.1


Earnings per share:
Basic	$	0.19	$	0.02	$	0.48	$	0.20
Diluted	$	0.19	$	0.02	$	0.47	$	0.20
Weighted average shares outstanding
Basic		351.2		350.0		350.9		349.4
Diluted		358.1		355.0		357.7		353.3
Dividends per common share	$	0.06	$	—	$	0.17	$	—

See accompanying notes to condensed consolidated financial statements.

BURGER KING WORLDWIDE, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income (Loss)

(In millions)

(Unaudited)


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2013			2012			2013			2012

Net income	$	68.2		$	6.6		$	166.9		$	69.1

Foreign currency translation adjustment		44.6			21.6			31.6			(5.4	)
Reclassification of foreign currency translation adjustment into net income		—			—			(3.0	)		—
Net change in fair value of net investment hedges (net of tax of $6.5, $2.7, $3.6 and $0.0)		(10.1	)		(0.1	)		(5.6	)		(0.1	)
Net change in fair value of interest rate caps/swaps (net of tax of $1.4, $7.3, $47.9 and $11.5)		(2.2	)		(9.0	)		74.2			(18.0	)
Amounts reclassified to earnings of cash flow hedges (net of tax of $0.7, $3.7, $1.7 and $4.1)		1.0			5.5			2.6			6.4
Pension and post-retirement benefit plans (net of tax of $0.4, $0.3, $0.7 and $3.9)		(0.4	)		(0.3	)		(0.1	)		6.2
Amortization of prior service costs (net of tax of $0.3, $0.5, $0.9 and $0.7)		(0.4	)		(0.3	)		(1.1	)		(1.2	)
Amortization of actuarial losses (net of tax of $0.1, $0.0, $0.4 and $0.0)		0.2			—			0.5			—

Other comprehensive income (loss), net of tax		32.7			17.4			99.1			(12.1	)

Total comprehensive income	$	100.9		$	24.0		$	266.0		$	57.0

See accompanying notes to condensed consolidated financial statements.

BURGER KING WORLDWIDE, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(In millions)

(Unaudited)


	Nine Months Ended
	September 30,
	2013			2012
Cash flows from operating activities:
Net income	$	166.9		$	69.1
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		48.4			96.0
Loss on early extinguishment of debt		—			34.2
Amortization of deferred financing costs and debt issuance discount		41.7			43.6
Equity in net loss from unconsolidated affiliates		9.7			1.4
Loss (gain) on remeasurement of foreign denominated transactions		1.0			(5.4	)
Amortization of defined benefit pension and postretirement items		(1.6	)		(1.8	)
Realized loss on terminated caps/swaps		4.3			10.7
Net (gains) losses on refranchisings and dispositions of assets		(2.5	)		10.4
Bad debt expense, net of recoveries		2.2			2.9
Share-based compensation		7.1			9.3
Deferred income taxes		33.3			8.0
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Trade and notes receivables		6.3			(4.1	)
Prepaids and other current assets		(0.2	)		(8.9	)
Accounts and drafts payable		(35.7	)		(34.7	)
Accrued advertising		9.7			(31.0	)
Other accrued liabilities		(4.9	)		(47.7	)
Other long-term assets and liabilities		(18.0	)		(7.4	)

Net cash provided by operating activities		267.7			144.6

Cash flows from investing activities:
Payments for property and equipment		(10.8	)		(37.7	)
Proceeds from refranchisings, disposition of assets and restaurant closures		48.7			70.0
Payments for acquired franchisee operations, net of cash acquired		(11.9	)		(15.3	)
Return of investment on direct financing leases		11.9			10.4
Other investing activities		0.2			—

Net cash provided by investing activities		38.1			27.4

Cash flows from financing activities:
Proceeds from term debt		—			1,733.5
Repayments of term debt and capital leases		(38.1	)		(1,754.7	)
Extinguishment of debt		—			(112.8	)
Payment of financing costs		—			(16.0	)
Proceeds from stock option exercises		2.7			1.3
Excess tax benefits from share-based compensation		4.2			—
Dividends paid on common stock		(59.7	)		—

Net cash used for financing activities		(90.9	)		(148.7	)

Effect of exchange rates on cash and cash equivalents		2.7			0.5
Increase in cash and cash equivalents		217.6			23.8
Cash and cash equivalents at beginning of period		546.7			459.0

Cash and cash equivalents at end of period	$	764.3		$	482.8


Supplemental cash flow disclosures:
Interest paid	$	85.2		$	114.3
Income taxes paid	$	24.7		$	31.8
Non-cash investing and financing activities:
Investment in unconsolidated affiliates	$	17.8		$	98.6
Acquisition of property with capital lease obligations	$	1.0		$	36.1

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.

Certain prior year amounts in the accompanying Financial Statements and Notes to the Financial Statements have been reclassified in order to be comparable with the current year classifications. These reclassifications had no effect on previously reported net income.

Note 2. New Accounting Pronouncements

During the nine months ended September 30, 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 nine months ended September 30, 2013, we adopted 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 adoption of this accounting standard update did 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
	September 30,		December 31,
	2013		2012
Prepaid expenses	$	51.6	$	23.3
Refundable and prepaid income taxes		28.0		28.5
Inventories		1.7		6.7
Deferred financing costs - current portion		9.0		8.9
Assets held for sale (1)		9.3		23.9

Total Prepaids and other current assets	$	99.6	$	91.3

(1)	Assets held for sale primarily consists of machinery and equipment and goodwill.

Note 4. Intangible Assets, net and Goodwill

Intangible assets, net and goodwill consist of the following:


	As of
	September 30, 2013							December 31, 2012
	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net
Identifiable assets subject to amortization:
Franchise agreements	$	488.5	$	(60.6	)	$	427.9	$	485.6	$	(46.2	)	$	439.4
Favorable leases		170.9		(47.3	)		123.6		183.1		(40.2	)		142.9

Subtotal		659.4		(107.9	)		551.5		668.7		(86.4	)		582.3


Indefinite lived intangible assets - Brand	$	2,247.8	$	—		$	2,247.8	$	2,228.9	$	—		$	2,228.9

Intangible assets, net						$	2,799.3						$	2,811.2


Goodwill	$	626.5						$	619.2

We recorded amortization expense on intangible assets of $9.0 million for the three months ended September 30, 2013 and $9.5 million for the same period in the prior year. We recorded amortization expense on intangible assets of $27.4 million for the nine months ended September 30, 2013 and $28.6 million for the same period in the prior year.

Note 5. Other Accrued Liabilities and Other Liabilities, net

Other accrued liabilities and other liabilities consist of the following:


	As of
	September 30,		December 31,
	2013		2012
Current:
Accrued payroll and employee-related costs	$	26.8	$	44.9
Restructuring and other provisions		10.5		14.6
Withholding taxes		3.2		4.1
Interest payable		36.5		16.9
Casualty insurance		5.9		7.3
Gift card liabilities		11.0		18.2
Income tax payable		0.2		2.8
Deferred income		23.1		18.1
Lease liability		7.1		8.0
Other		57.7		71.9

Other accrued liabilities	$	182.0	$	206.8


Non-current:
Accrued pension	$	71.3	$	77.7
Unfavorable leases		130.4		169.1
Casualty insurance reserves		15.1		18.6
Retiree health benefits		8.0		8.0
Deferred compensation		5.4		7.8
Income tax payable		30.4		26.3
Derivatives liability		19.7		11.0
Lease liability		44.0		32.2
Other		30.5		31.7

Other liabilities, net	$	354.8	$	382.4

Note 6. Long-Term Debt

Long-term debt consists of the following:


								Interest rates (a)
		As of						Three Months Ended						Nine Months Ended
	Maturity	September 30,			December 31,			September 30,						September 30,
	dates	2013			2012			2013			2012			2013			2012
Tranche A Term Loans	2017	$	1,004.3		$	1,023.6			3.3	%		N/A			3.3	%		N/A
Tranche B Term Loans (b)	2019		690.8			695.1			4.7	%		N/A			4.7	%		N/A
9⁷/₈ % Senior Notes	2018		794.5			794.5			10.1	%		10.1	%		10.1	%		10.1	%
11.0% Discount Notes (c)	2019		441.1			407.1			11.5	%		11.5	%		11.5	%		11.5	%
Deferred Premiums on interest rate caps	2016		23.7			29.0			2.5	%		2.5	%		2.5	%		2.5	%
Other	N/A		0.8			0.9

Total debt			2,955.2			2,950.2
Less: current maturities of debt			(64.4	)		(45.1	)

Total long-term debt		$	2,890.8		$	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 $7.1 million at September 30, 2013 and $8.1 million at December 31, 2012.

(c)	Principal face amount herein is presented net of a discount of $138.0 million at September 30, 2013 and $172.0 million at December 31, 2012.

2012 Revolving Credit Facility

As of September 30, 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 the 2012 Revolving Credit Facility, which reduces our borrowing capacity under this facility by the cumulative amount of outstanding letters of credit. As of September 30, 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 $23.0 million loss on early extinguishment of debt during the three months ended September 30, 2012 in connection with the refinancing of term loans outstanding under the 2011 Amended Credit Agreement with the 2012 Credit Agreement. We recorded a $34.2 million loss on early extinguishment of debt during the nine months ended September 30, 2012 in connection with the refinancing, as well as prepayments of term loans prior to the refinancing and repurchases of our Discount Notes and Senior Notes.

Interest Expense, net

Interest expense, net consists of the following:


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2013			2012			2013			2012
Tranche A Term Loans	$	6.6		$	—		$	19.8		$	—
Tranche B Term Loans		6.7			—			19.9			—
Secured Term Loan - USD tranche		—			16.8			—			51.2
Secured Term Loan - Euro tranche		—			2.9			—			8.8
Interest Rate Caps		1.8			1.0			4.8			2.9
9⁷/₈ % Senior Notes		19.7			19.6			58.9			59.0
11.0% Discount Notes		11.6			10.4			34.0			33.0
Amortization of deferred financing costs and debt issuance discount		2.6			3.7			7.7			10.6
Capital lease obligations		1.6			1.9			4.9			6.2
Other		0.3			1.2			1.1			2.6
Interest income		(0.7	)		(0.2	)		(1.8	)		(0.7	)

Total	$	50.2		$	57.3		$	149.3		$	173.6

Note 7. Income Taxes

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


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2013			2012			2013			2012
U.S. Federal income tax rate		35.0	%		35.0	%		35.0	%		35.0	%
State income taxes, net of federal income tax benefit		2.0			1.5			1.9			1.7
Costs and taxes related to foreign operations		4.7			32.6			4.5			4.6
Foreign tax rate differential		(14.1	)		(10.0	)		(14.0	)		(14.6	)
Foreign exchange differential on tax benefits		—			(1.0	)		—			(0.1	)
Change in valuation allowance		(0.4	)		—			(0.9	)		—
Change in accrual for tax uncertainties		0.7			(2.0	)		1.5			0.5
Other		0.5			(5.0	)		—			2.4

Effective income tax rate		28.4	%		51.1	%		28.0	%		29.5	%

Note 8. Accumulated Other Comprehensive Income (Loss)

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


							Foreign			Accumulated
	Gains (Losses)						Currency			Other
	on Cash Flow			Defined Benefit			Translation			Comprehensive
	Hedges			Pension			Adjustments			Income (Loss)
Balances at December 31, 2012	$	(29.2	)	$	(3.8	)	$	(77.3	)	$	(110.3	)
Foreign currency translation adjustment		—			—			31.6			31.6
Reclassification of foreign currency translation adjustment into net income		—			—			(3.0	)		(3.0	)
Net change in fair value of net investment hedges, net of tax		(5.6	)		—			—			(5.6	)
Net change in fair value of interest rate caps/swaps, net of tax		74.2			—			—			74.2
Amounts reclassified to earnings of cash flow hedges, net of tax		2.6			—			—			2.6
Pension and post-retirement benefit plans, net of tax		—			(0.1	)		—			(0.1	)
Amortization of prior service costs, net of tax		—			(1.1	)		—			(1.1	)
Amortization of actuarial losses, net of tax		—			0.5			—			0.5

Balances at September 30, 2013	$	42.0		$	(4.5	)	$	(48.7	)	$	(11.2	)

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


		Amounts Reclassified from AOCI
		Three Months Ended						Nine Months Ended
	Affected Line Item in the Statements	September 30,						September 30,
Details about AOCI Components	of Operations	2013			2012			2013			2012

Gains (Losses) on cash flow hedges:
Interest rate derivative contracts	Interest expense, net	$	(1.7	)	$	(0.8	)	$	(4.3	)	$	(2.1	)
	Other operating expenses (income), net		—			(8.4	)		—			(8.4	)

	Total before tax		(1.7	)		(9.2	)		(4.3	)		(10.5	)
	Income tax (expense) benefit		0.7			3.7			1.7			4.1

	Net of tax		(1.0	)		(5.5	)		(2.6	)		(6.4	)


Defined benefit pension plan items:
Amortization of prior service costs	SG&A (1)		0.8			0.8			2.0			1.9
Amortization of actuarial gains (losses)	SG&A (1)		(0.3	)		—			(0.9	)		—

	Total before tax		0.5			0.8			1.1			1.9
	Income tax (expense) benefit		(0.3	)		(0.5	)		(0.5	)		(0.7	)

	Net of tax		0.2			0.3			0.6			1.2


Foreign currency translation adjustment:
Sale of foreign entity	Other operating expenses (income), net		—			—			3.0			—


Total reclassifications	Net of tax	$	(0.8	)	$	(5.2	)	$	1.0		$	(5.2	)

(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 our assets and liabilities measured at fair value on a recurring basis and the levels of inputs used to measure fair value, 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 September 30, 2013 and December 31, 2012:


		Fair Value Measurements						Fair Value Measurements
		at September 30, 2013						at December 31, 2012
	Balance Sheet Location	(Level 1)		(Level 2)		Total		(Level 1)		(Level 2)		Total
Assets:
Derivatives designated as cash flow hedges:
Interest rate caps	Other assets, net	$	—	$	5.2	$	5.2	$	—	$	4.3	$	4.3
Forward-starting interest rate swaps	Other assets, net		—		122.0		122.0		—		0.8		0.8
Other:
Investments held in a rabbi trust	Other assets, net		2.0		—		2.0		6.3		—		6.3

Total assets at fair value		$	2.0	$	127.2	$	129.2	$	6.3	$	5.1	$	11.4


Liabilities:

Derivatives designated as net investment hedges:
Cross-currency rate swaps	Other liabilities, net	$	—	$	19.7	$	19.7	$	—	$	11.0	$	11.0
Other:
ERP liabilities	Other accrued liabilities		—		2.7		2.7		—		4.4		4.4
ERP liabilities	Other liabilities, net		—		5.4		5.4		—		7.8		7.8

Total liabilities at fair value		$	—	$	27.8	$	27.8	$	—	$	23.2	$	23.2

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.

Investment held in a rabbi trust consist of money market funds and mutual funds and the fair value measurements are derived using quoted prices in active markets for the specific funds which are based on Level 1 inputs of the fair value hierarchy. The fair value measurements of the ERP liabilities are derived principally from observable market data which are based on Level 2 inputs of the fair value hierarchy.

At September 30, 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 $9.3 million at September 30, 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 and nine months ended September 30, 2013 as well as during the three months ended September 30, 2012. During the nine months ended September 30, 2012, we recorded impairment losses of $13.2 million associated with long-lived assets for restaurants we classified as held for sale.

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

We have entered into interest rate cap agreements to manage interest rate risk. Such agreements cap the borrowing rate on variable debt to provide a hedge against the risk of rising rates. At September 30, 2013 and December 31, 2012, we had interest rate cap agreements (notional amount of $1.3 billion and $1.4 billion, respectively) (the “Cap Agreements”) to mitigate the impact of fluctuations in the three-month LIBOR and effectively cap the LIBOR applicable to our variable rate debt at a weighted-average rate of 1.75%. The six year Cap Agreements are a series of individual caplets that reset and settle quarterly through October 19, 2016 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 LIBOR and the strike price. We have elected our applicable rate per annum as Eurocurrency rate determined by reference to LIBOR. 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 the 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 Cap Agreements to reduce the notional amount. The terms of the Cap Agreements 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

To protect the value of our investments in our foreign operations against adverse changes in foreign currency exchange rates, we may, from time to time, hedge a portion of our net investment in one or more of our foreign subsidiaries. At September 30, 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 our Switzerland subsidiary, Burger King Europe GmbH. A total notional value of $230.0 million of these swaps are contracts to exchange quarterly fixed-rate interest payments we make in Euros for quarterly fixed-rate interest payments we receive in U.S. 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 interest payments we make in Euros based on EURIBOR for quarterly floating-rate interest payments we receive in U.S. dollars based on LIBOR and mature on September 28, 2017. These cross-currency rate swaps also require the exchange of Euros and U.S. dollar principal payments upon maturity. Changes in the fair value of these instruments are recognized in AOCI to offset the change in the carrying amount of the net investment being hedged. Amounts are reclassified out of AOCI into earnings when the hedged net investment is either sold or substantially liquidated.

Forward-Starting Interest Rate Swaps

At September 30, 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. Gains 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 September 30, 2013, we had foreign currency forward contracts with a total notional amount of $51.5 million maturing within the next 3 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 tables present the required quantitative disclosures for our derivative instruments:


	Gain (Loss) Recognized in
	Other Comprehensive Income (Loss)
	(effective portion)
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2013			2012			2013			2012
Derivatives designated as cash flow hedges:
Interest rate caps	$	(2.4	)	$	(4.0	)	$	0.9		$	(17.2	)
Forward-starting interest rate swaps	$	(1.3	)	$	(12.3	)	$	121.2		$	(12.3	)

Derivatives designated as net investment hedges:
Cross-currency rate swaps	$	(16.7	)	$	(2.8	)	$	(9.2	)	$	(0.1	)

	Gain (Loss) Reclassified from
	AOCI into Earnings
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2013			2012			2013			2012
Derivatives designated as cash flow hedges:
Interest rate caps - gain (loss) reclassified into interest expense, net	$	(1.7	)	$	(0.8	)	$	(4.3	)	$	(2.1	)
Interest rate caps - gain (loss) reclassified into other operating expenses (income), net	$	—		$	(8.4	)	$	—		$	(8.4	)

	Gain (Loss) Recognized in
	Other Operating Expenses (Income), Net
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2013			2012			2013			2012
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	$	—		$	—		$	(0.9	)	$	—

The net amount of pre-tax gains and losses included in AOCI as of September 30, 2013 that we expect to be reclassified into earnings within the next 12 months is $8.5 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.

We are currently issuing stock awards under the Burger King Worldwide, Inc. Amended and Restated 2012 Omnibus Incentive Plan (the “Plan”), which increased the shares available for issuance under the Plan from 8,500,000 to 14,500,000. The Plan was approved by our stockholders at our annual meeting on May 15, 2013.

During the nine months ended September 30, 2013, approximately 3,015,000 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 $2.4 million of share-based compensation expense in selling, general and administrative expenses for the three months ended September 30, 2013 compared to $1.7 million for the three months ended September 30, 2012. We recorded $7.1 million of share-based compensation expense in selling, general and administrative expenses for the nine months ended September 30, 2013 compared to $9.3 million for the nine months ended September 30, 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 during the period adjusted for the dilutive effect of stock options. We exclude stock options from the calculation of diluted earnings per share if the effect of including such stock options is anti-dilutive.

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Numerator:
Net income	$	68.2	$	6.6	$	166.9	$	69.1
Denominator:
Weighted average shares - basic		351.2		350.0		350.9		349.4
Effect of dilutive securities		6.9		5.0		6.8		3.9

Weighted average shares - diluted		358.1		355.0		357.7		353.3

Basic earnings per share	$	0.19	$	0.02	$	0.48	$	0.20
Diluted earnings per share	$	0.19	$	0.02	$	0.47	$	0.20
Anti-dilutive stock options outstanding		2.9		0.3		2.9		3.6

Note 13. Franchise and Property Revenues

Franchise and property revenues consist of the following:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Franchise royalties	$	171.8	$	158.6	$	486.0	$	448.1
Property revenues		54.8		42.9		159.7		106.9
Franchise fees and other revenue		21.5		9.6		34.6		24.7

Total	$	248.1	$	211.1	$	680.3	$	579.7

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		(4	)		—			(2	)		—			(6	)
Refranchisings		(127	)		(113	)		(98	)		—			(338	)

Restaurant count at September 30, 2013		52			19			—			3			74


*Number of franchise restaurants:*
Restaurant count at December 31, 2012		7,293			2,989			1,290			1,007			12,579
Openings		26			214			66			130			436
Closures		(94	)		(45	)		(3	)		(26	)		(168	)
Refranchisings		127			113			98			—			338

Restaurant count at September 30, 2013		7,352			3,271			1,451			1,111			13,185


*Number of system-wide restaurants:*
Restaurant count at December 31, 2012		7,476			3,121			1,390			1,010			12,997
Openings		26			214			66			130			436
Closures		(98	)		(45	)		(5	)		(26	)		(174	)
Refranchisings		—			—			—			—			—

Restaurant count at September 30, 2013		7,404			3,290			1,451			1,114			13,259

Note 14. Other Operating Expenses (Income), Net

Other operating expenses (income), net consists of the following:


	Three Months Ended September 30,					Nine Months Ended September 30,
	2013		2012			2013		2012
Net (gains) losses on disposal of assets, restaurant closures and refranchisings	$	0.3	$	14.1		$	0.6	$	15.2
Litigation settlements and reserves, net		0.1		0.8			0.6		1.3
Foreign exchange net losses (gains)		0.5		1.5			6.1		(5.3	)
Loss on termination of interest rate cap		—		8.7			—		8.7
Equity in net loss (income) from unconsolidated affiliates		2.9		(0.4	)		9.7		1.4
Other, net		2.8		5.6			4.1		4.9

Other operating expenses (income), net	$	6.6	$	30.3		$	21.1	$	26.2

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 condensed consolidated statements of operations. Gains and losses recognized in the current period may reflect closures and refranchisings that occurred in previous periods.

During the three months ended September 30, 2013, net (gains) losses on disposal of assets, restaurant closures and refranchisings consisted of net losses associated with refranchisings of $0.4 million and net gains associated with asset disposals and restaurant closures of $0.1 million.

During the three months ended September 30, 2012, net (gains) losses on disposal of assets, restaurant closures and refranchisings consisted of net losses associated with refranchisings of $12.4 million and net losses associated with asset disposals and restaurant closures of $1.7 million.

During the nine months ended September 30, 2013, net (gains) losses on disposal of assets, restaurant closures and refranchisings consisted of net gains associated with refranchisings of $2.3 million, net losses from sale of subsidiaries of $1.0 million and net losses associated with asset disposals and restaurant closures of $1.9 million.

During the nine months ended September 30, 2012, net (gains) losses on disposal of assets, restaurant closures and refranchisings consisted of net gains associated with refranchisings of $4.8 million, impairment losses associated with long-lived assets for Company restaurants of $13.2 million and net losses associated with asset disposals and restaurant closures of $6.8 million.

Note 15. Guarantees, 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 by third parties to qualified franchisees. As of September 30, 2013, there were $107.0 million of loans outstanding to franchisees that we had guaranteed under five such programs, with additional franchisee borrowing capacity of approximately $219.8 million remaining. Our maximum guarantee liability under these five programs is limited to an aggregate of $31.9 million, assuming full utilization of all borrowing capacity. As of September 30, 2013, the liability reflecting the fair value of these guarantee obligations was $4.3 million. No events of default have occurred and no significant payments have been made by us in connection with these guarantees through September 30, 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 September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Revenues:
U.S. and Canada	$	172.1	$	288.0	$	509.6	$	1,032.3
EMEA		71.3		111.7		265.7		354.2
LAC		18.1		33.5		65.2		96.3
APAC		13.6		22.5		40.6		83.6

Total revenues	$	275.1	$	455.7	$	881.1	$	1,566.4

Only the U.S. represented more than 10% of our total revenues during the three months ended September 30, 2013 and only the U.S. and Germany represented more than 10% of our total revenues during the three months ended September 30, 2012, the nine months ended September 30, 2013 and the nine months ended September 30, 2012. Revenues in the U.S. totaled $164.5 million for the three months ended September 30, 2013, compared to $246.0 million for the three months ended September 30, 2012. Revenues in the U.S. totaled $455.6 million for the nine months ended September 30, 2013, compared to $916.6 million for the nine months ended September 30, 2012. Revenues in Germany totaled $98.1 million for the nine months ended September 30, 2013, $53.7 million for the three months ended September 30, 2012 and $161.2 million for the nine months ended September 30, 2012.

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.

Our measure of segment income is adjusted EBITDA. 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 and assists management in comparing segment performance by removing the impact of certain items that management believes do not reflect our core operations. A reconciliation of segment income to net income consists of the following:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Segment Income:
U.S. and Canada	$	120.9		$	112.1		$	326.6		$	341.1
EMEA		49.2			42.8			136.5			118.4
LAC		16.0			17.2			46.6			50.2
APAC		11.4			9.9			33.2			28.7
Unallocated Management G&A		(21.5	)		(19.1	)		(59.4	)		(58.5	)

Adjusted EBITDA		176.0			162.9			483.5			479.9
Share-based compensation and non-cash incentive compensation expense		3.5			2.6			9.4			6.1
Global portfolio realignment project costs		4.7			7.0			23.6			20.1
Business combination agreement expenses		—			0.6			—			25.7
Other operating expenses (income), net		6.6			30.3			21.1			26.2

EBITDA		161.2			122.4			429.4			401.8
Depreciation and amortization		15.7			28.6			48.3			96.0

Income from operations		145.5			93.8			381.1			305.8
Interest expense, net		50.2			57.3			149.3			173.6
Loss on early extinguishment of debt		—			23.0			—			34.2
Income tax expense		27.1			6.9			64.9			28.9

Net income	$	68.2		$	6.6		$	166.9		$	69.1

Note 17. Supplemental Financial Information

On October 19, 2010, Burger King Corporation (“BKC”) issued the Senior Notes. The Senior Notes are irrevocably and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by Burger King Holdings, Inc. (“Holdings”) and the U.S. subsidiaries of BKC (the “Guarantors”). On April 19, 2011, Burger King Capital Holdings, LLC (“BKCH”) and Burger King Capital Finance, Inc. (“BKCF” and together with BKCH, 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 September 30, 2013

(Unaudited)


	BKW			BKCH			Issuer			Guarantors			Non- Guarantors			Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	3.3		$	—		$	600.6		$	—		$	160.4		$	—		$	764.3
Trade and notes receivable, net		—			—			118.2			—			46.4			—			164.6
Prepaids and other current assets, net		—			0.7			76.5			—			22.4			—			99.6
Deferred income taxes, net		0.1			1.7			32.3			—			3.9			—			38.0

Total current assets		3.4			2.4			827.6			—			233.1			—			1,066.5

Property and equipment, net		—			—			732.2			—			72.4			—			804.6
Intangible assets, net		—			—			1,536.5			—			1,262.8			—			2,799.3
Goodwill		—			—			359.6			—			266.9			—			626.5
Net investment in property leased to franchisees		—			—			155.4			—			12.0			—			167.4
Intercompany receivable		10.2			—			58.0			—			—			(68.2	)		—
Investment in subsidiaries		1,380.8			1,792.5			1,576.2			1,792.5			—			(6,542.0	)		—
Other assets, net		—			5.9			239.1			—			61.9			—			306.9

Total assets	$	1,394.4		$	1,800.8		$	5,484.6		$	1,792.5		$	1,909.1		$	(6,610.2	)	$	5,771.2

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts and drafts payable	$	—		$	—		$	20.6		$	—		$	5.2		$	—		$	25.8
Accrued advertising		—			—			69.5			—			31.7			—			101.2
Other accrued liabilities		(0.4	)		(11.8	)		157.0			—			37.2			—			182.0
Current portion of long term debt and capital leases		—			—			71.8			—			3.2			—			75.0

Total current liabilities		(0.4	)		(11.8	)		318.9			—			77.3			—			384.0

Term debt, net of current portion		—			441.1			2,449.7			—			—			—			2,890.8
Capital leases, net of current portion		—			—			59.5			—			19.0			—			78.5
Other liabilities, net		0.4			—			308.8			—			45.6			—			354.8
Payables to affiliates		—			0.5			—			—			67.7			(68.2	)		—
Deferred income taxes, net		(4.2	)		(0.3	)		575.9			—			93.1			—			664.5

Total liabilities		(4.2	)		429.5			3,712.8			—			302.7			(68.2	)		4,372.6

Stockholders’ equity:
Common stock		3.5			—			—			—			—			—			3.5
Additional paid-in capital		1,223.0			1,110.2			1,442.2			1,443.2			1,313.3			(5,308.9	)		1,223.0
Retained earnings		183.3			281.8			361.5			360.5			307.7			(1,311.5	)		183.3
Accumulated other comprehensive loss		(11.2	)		(11.2	)		(11.2	)		(11.2	)		(44.8	)		78.4			(11.2	)

Total stockholders’ equity		1,398.6			1,380.8			1,792.5			1,792.5			1,576.2			(6,542.0	)		1,398.6

Total liabilities and stockholders’ equity	$	1,394.4		$	1,810.3		$	5,505.3		$	1,792.5		$	1,878.9		$	(6,610.2	)	$	5,771.2

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 September 30, 2013

(Unaudited)


	BKW		BKCH			Issuer			Guarantors		Non- Guarantors		Eliminations			Consolidated
Revenues:
Company restaurant revenues	$	—	$	—		$	18.7		$	—	$	8.3	$	—		$	27.0
Franchise and property revenues		—		—			167.1			—		81.0		—			248.1
Intercompany revenues		—		—			—			—		—		—			—

Total revenues		—		—			185.8			—		89.3		—			275.1
Company restaurant expenses:
Food, paper and product costs		—		—			5.9			—		2.6		—			8.5
Payroll and employee benefits		—		—			5.1			—		2.3		—			7.4
Occupancy and other operating costs		—		—			4.6			—		2.4		—			7.0

Total Company restaurant expenses		—		—			15.6			—		7.3		—			22.9
Franchise and property expenses		—		—			29.0			—		11.5		—			40.5
Selling, general and administrative expenses		—		—			43.8			—		15.8		—			59.6
Intercompany expenses		—		—			(0.6	)		—		0.6		—			—
Other operating expenses (income), net		—		—			0.6			—		6.0		—			6.6

Total operating costs and expenses		—		—			88.4			—		41.2		—			129.6

Income from operations		—		—			97.4			—		48.1		—			145.5
Interest expense, net		—		11.8			37.6			—		0.8		—			50.2
Loss on early extinguishment of debt		—		—			—			—		—		—			—

Income (loss) before income taxes		—		(11.8	)		59.8			—		47.3		—			95.3
Income tax expense (benefit)		—		(3.2	)		17.2			—		13.1		—			27.1

Income (loss) from continuing operations		—		(8.6	)		42.6			—		34.2		—			68.2
Equity in earnings of subsidiaries		68.2		76.8			34.2			76.8		—		(256.0	)		—

Net income (loss)	$	68.2	$	68.2		$	76.8		$	76.8	$	34.2	$	(256.0	)	$	68.2


Total comprehensive income (loss)	$	100.9	$	100.9		$	109.5		$	109.5	$	78.8	$	(398.7	)	$	100.9

BURGER KING WORLDWIDE, INC. AND SUBSIDIARIES

Condensed Consolidating Statements of Operations

Nine Months Ended September 30, 2013

(Unaudited)


	BKW		BKCH			Issuer			Guarantors		Non- Guarantors			Eliminations			Consolidated
Revenues:
Company restaurant revenues	$	—	$	—		$	57.2		$	—	$	143.6		$	—		$	200.8
Franchise and property revenues		—		—			455.6			—		224.7			—			680.3
Intercompany revenues		—		—			1.6			—		(1.6	)		—			—

Total revenues		—		—			514.4			—		366.7			—			881.1
Company restaurant expenses:
Food, paper and product costs		—		—			18.2			—		45.6			—			63.8
Payroll and employee benefits		—		—			16.0			—		45.6			—			61.6
Occupancy and other operating costs		—		—			15.7			—		36.5			—			52.2

Total Company restaurant expenses		—		—			49.9			—		127.7			—			177.6
Franchise and property expenses		—		—			81.2			—		32.3			—			113.5
Selling, general and administrative expenses		—		—			131.0			—		56.8			—			187.8
Intercompany expenses		—		—			(0.9	)		—		0.9			—			—
Other operating expenses, net		—		—			14.8			—		6.3			—			21.1

Total operating costs and expenses		—		—			276.0			—		224.0			—			500.0

Income from operations		—		—			238.4			—		142.7			—			381.1
Interest expense, net		—		34.5			111.8			—		3.0			—			149.3
Loss on early extinguishment of debt		—		—			—			—		—			—			—

Income (loss) before income taxes		—		(34.5	)		126.6			—		139.7			—			231.8
Income tax expense (benefit)		—		(9.5	)		35.7			—		38.7			—			64.9

Income (loss) from continuing operations		—		(25.0	)		90.9			—		101.0			—			166.9
Equity in earnings of subsidiaries		166.9		191.9			101.0			191.9		—			(651.7	)		—

Net income (loss)	$	166.9	$	166.9		$	191.9		$	191.9	$	101.0		$	(651.7	)	$	166.9


Total comprehensive income (loss)	$	266.0	$	266.0		$	291.0		$	291.0	$	132.6		$	(980.6	)	$	266.0

BURGER KING WORLDWIDE, INC. AND SUBSIDIARIES

Condensed Consolidating Statements of Operations

Three Months Ended September 30, 2012

(Unaudited)


	BKW			BKCH			Issuer			Guarantors		Non- Guarantors			Eliminations			Consolidated
Revenues:
Company restaurant revenues	$	—		$	—		$	126.8		$	—	$	117.8		$	—		$	244.6
Franchise and property revenues		—			—			141.9			—		69.2			—			211.1
Intercompany revenues		—			—			1.7			—		(5.0	)		3.3			—

Total revenues		—			—			270.4			—		182.0			3.3			455.7
Company restaurant expenses:
Food, paper and product costs		—			—			41.6			—		38.1			—			79.7
Payroll and employee benefits		—			—			37.4			—		34.5			—			71.9
Occupancy and other operating costs		—			—			32.6			—		32.1			—			64.7

Total Company restaurant expenses		—			—			111.6			—		104.7			—			216.3
Franchise and property expenses		—			—			27.7			—		10.0			—			37.7
Selling, general and administrative expenses		(1.7	)		—			52.1			—		27.2			—			77.6
Intercompany expenses		—			—			(1.3	)		—		(2.0	)		3.3			—
Other operating expenses, net		—			—			12.7			—		17.6			—			30.3

Total operating costs and expenses		(1.7	)		—			202.8			—		157.5			3.3			361.9

Income (loss) from operations		1.7			—			67.6			—		24.5			—			93.8
Interest expense, net		—			10.7			44.1			—		2.5			—			57.3
Loss on early extinguishment of debt		—			—			23.0			—		—			—			23.0

Income (loss) before income taxes		1.7			(10.7	)		0.5			—		22.0			—			13.5
Income tax expense (benefit)		3.6			(3.6	)		5.1			—		1.8			—			6.9

Income (loss) from continuing operations		(1.9	)		(7.1	)		(4.6	)		—		20.2			—			6.6
Equity in earnings of subsidiaries		8.5			15.6			20.2			15.6		—			(59.9	)		—

Net income (loss)	$	6.6		$	8.5		$	15.6		$	15.6	$	20.2		$	(59.9	)	$	6.6


Total comprehensive income (loss)	$	24.0		$	25.9		$	33.0		$	33.0	$	41.8		$	(133.7	)	$	24.0

BURGER KING WORLDWIDE, INC. AND SUBSIDIARIES

Condensed Consolidating Statements of Operations

Nine Months Ended September 30, 2012

(Unaudited)


	BKW			BKCH			Issuer			Guarantors		Non- Guarantors			Eliminations			Consolidated
Revenues:
Company restaurant revenues	$	—		$	—		$	590.9		$	—	$	395.8		$	—		$	986.7
Franchise and property revenues		—			—			381.6			—		198.1			—			579.7
Intercompany revenues		—			—			5.0			—		(5.0	)		—			—

Total revenues		—			—			977.5			—		588.9			—			1,566.4
Company restaurant expenses:
Food, paper and product costs		—			—			196.0			—		128.7			—			324.7
Payroll and employee benefits		—			—			177.5			—		114.1			—			291.6
Occupancy and other operating costs		—			—			145.2			—		114.5			—			259.7

Total Company restaurant expenses		—			—			518.7			—		357.3			—			876.0
Franchise and property expenses		—			—			62.7			—		27.3			—			90.0
Selling, general and administrative expenses		14.0			—			168.1			—		86.3			—			268.4
Intercompany expenses		—			—			(1.3	)		—		1.3			—			—
Other operating expenses, net		—			—			35.1			—		(8.9	)		—			26.2

Total operating costs and expenses		14.0			—			783.3			—		463.3			—			1,260.6

Income (loss) from operations		(14.0	)		—			194.2			—		125.6			—			305.8
Interest expense, net		—			33.1			133.3			—		7.2			—			173.6
Loss on early extinguishment of debt		—			9.7			24.5			—		—			—			34.2

Income (loss) before income taxes		(14.0	)		(42.8	)		36.4			—		118.4			—			98.0
Income tax expense (benefit)		(0.4	)		(11.9	)		24.2			—		17.0			—			28.9

Income (loss) from continuing operations		(13.6	)		(30.9	)		12.2			—		101.4			—			69.1
Equity in earnings of subsidiaries		82.7			113.6			101.4			113.6		—			(411.3	)		—

Net income (loss)	$	69.1		$	82.7		$	113.6		$	113.6	$	101.4		$	(411.3	)	$	69.1


Total comprehensive income (loss)	$	57.0		$	70.6		$	101.5		$	101.5	$	96.0		$	(369.6	)	$	57.0

BURGER KING WORLDWIDE, INC. AND SUBSIDIARIES

Condensed Consolidating Statements of Cash Flows

Nine Months Ended September 30, 2013

(Unaudited)


	BKW			BKCH			Issuer			Guarantor			Non- Guarantor			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	166.9		$	166.9		$	191.9		$	191.9		$	101.0		$	(651.7	)	$	166.9
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in earnings of subsidiary		(166.9	)		(191.9	)		(101.0	)		(191.9	)		—			651.7			—
Depreciation and amortization		—			—			32.6			—			15.8			—			48.4
Amortization of deferred financing cost and debt issuance discount		—			34.5			7.2			—			—			—			41.7
Equity in net loss from unconsolidated affiliates		—			—			4.5			—			5.2			—			9.7
Loss (gain) on remeasurement of foreign denominated transactions		—			—			(0.5	)		—			1.5			—			1.0
Amortization of defined benefit pension and postretirement items		—			—			(1.1	)		—			(0.5	)		—			(1.6	)
Realized loss on terminated caps/swaps		—			—			4.3			—			—			—			4.3
Net loss (gain) on refranchisings and dispositions of assets		—			—			5.4			—			(7.9	)		—			(2.5	)
Bad debt expense, net of recoveries		—			—			2.2			—			—			—			2.2
Share-based compensation		—			—			5.4			—			1.7			—			7.1
Deferred income taxes		—			16.5			7.6			—			9.2			—			33.3
Changes in current assets and liabilities, excluding dispositions:
Trade and notes receivables		—			—			7.7			—			(1.4	)		—			6.3
Prepaids and other current assets		—			—			(1.0	)		—			0.8			—			(0.2	)
Accounts and drafts payable		—			—			(24.6	)		—			(11.1	)		—			(35.7	)
Accrued advertising		—			—			14.0			—			(4.3	)		—			9.7
Other accrued liabilities					—			9.5			—			(14.4	)		—			(4.9	)
Other long-term assets and liabilities		—						(19.2	)		—			1.2			—			(18.0	)

Net cash provided by operating activities		—			26.0			144.9			—			96.8			—			267.7

Cash flows from investing activities:
Payments for property and equipment		—			—			(8.5	)		—			(2.3	)		—			(10.8	)

Proceeds from refranchisings, disposition of assets and restaurant closures		—			—			45.1			—			3.6			—			48.7
Payments for acquired franchisee operations, net of cash acquired		—			—			(11.9	)		—			—			—			(11.9	)
Return of investment on direct financing leases		—			—			10.9			—			1.0			—			11.9
Other investing activities		—			—			0.2			—			—			—			0.2

Net cash provided by (used for) investing activities		—			—			35.8			—			2.3			—			38.1

Cash flows from financing activities:
Repayments of term debt and capital leases		—			—			(35.5	)		—			(2.6	)		—			(38.1	)
Proceeds from stock option exercises		2.7			—			—			—			—			—			2.7
Excess tax benefits from share-based compensation		—			—			4.2			—			—			—			4.2
Dividends paid on common stock		(59.7	)		—			—			—			—			—			(59.7	)
Intercompany financing		60.2			(26.0	)		95.9			—			(130.1	)					—

Net cash provided by (used for) financing activities		3.2			(26.0	)		64.6			—			(132.7	)		—			(90.9	)

Effect of exchange rates on cash and cash equivalents		—			—			—			—			2.7			—			2.7
Increase (decrease) in cash and cash equivalents		3.2			—			245.3			—			(30.9	)		—			217.6
Cash and cash equivalents at beginning of period		0.1			—			355.3			—			191.3			—			546.7

Cash and cash equivalents at end of period	$	3.3		$	—		$	600.6		$	—		$	160.4		$	—		$	764.3

BURGER KING WORLDWIDE, INC. AND SUBSIDIARIES

Condensed Consolidating Statements of Cash Flows

Nine Months Ended September 30, 2012

(Unaudited)


	BKW			BKCH			Issuer			Guarantor			Non- Guarantor			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	69.1		$	82.7		$	113.6		$	113.6		$	101.4		$	(411.3	)		69.1
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Equity in earnings of subsidiary		(82.7	)		(113.6	)		(101.4	)		(113.6	)		—			411.3			—
Depreciation and amortization		—			—			65.6			—			30.4			—			96.0
Loss on early extinguishment of debt		—			9.7			24.5			—			—			—			34.2
Amortization of deferred financing cost and debt issuance discount		—			33.2			10.4			—			—			—			43.6
Equity in net loss from unconsolidated affiliates		—			—			0.1			—			1.3			—			1.4
Loss (gain) on remeasurement of foreign denominated transactions		—			—			(3.7	)		—			(1.7	)		—			(5.4	)
Amortization of defined benefit pension and postretirement items		—			—			(1.8	)		—			—			—			(1.8	)
Realized loss on terminated caps/swaps		—			—			10.7			—			—			—			10.7
Net loss (gain) on refranchisings and dispositions of assets		—			—			20.3			—			(9.9	)		—			10.4
Bad debt expense, net of recoveries		—			—			3.0			—			(0.1	)		—			2.9
Share-based compensation		—			—			8.4			—			0.9			—			9.3
Deferred income taxes		—			0.1			7.9			—			—			—			8.0
Changes in current assets and liabilities, excluding dispositions:
Trade and notes receivables		—			—			(6.7	)		—			2.6			—			(4.1	)
Prepaids and other current assets		—			—			(4.5	)		—			(4.4	)		—			(8.9	)
Accounts and drafts payable		—			—			(18.5	)		—			(16.2	)		—			(34.7	)
Accrued advertising		—			—			(41.0	)		—			10.0			—			(31.0	)
Other accrued liabilities		4.8			(18.4	)		(7.1	)		—			(27.0	)		—			(47.7	)
Other long-term assets and liabilities		—			—			(11.3	)		—			3.9			—			(7.4	)

Net cash provided by (used for) operating activities		(8.8	)		(6.3	)		68.5			—			91.2			—			144.6

Cash flows from investing activities:
Payments for property and equipment		—			—			(29.5	)		—			(8.2	)		—			(37.7	)
Proceeds from refranchisings, disposition of assets and restaurant closures		—			—			54.3			—			15.7			—			70.0
Payments for acquired franchisee operations, net of cash acquired		—			—			—			—			(15.3	)		—			(15.3	)
Return of investment on direct financing leases		—			—			9.4			—			1.0			—			10.4

Net cash provided by (used for) investing activities		—			—			34.2			—			(6.8	)		—			27.4

Cash flows from financing activities:
Proceeds from term debt		—			—			1,733.5			—			—			—			1,733.5
Repayments of term debt and capital leases		—			—			(1,752.6	)		—			(2.1	)		—			(1,754.7	)
Extinguishment of debt		—			(62.6	)		(50.2	)		—			—			—			(112.8	)
Payment of financing costs		—			—			(16.0	)		—			—			—			(16.0	)
Proceeds from stock option exercises		1.3			—			—			—			—			—			1.3
Intercompany financing		7.9			68.9			(77.0	)		—			0.2			—			—

Net cash provided by (used for) financing activities		9.2			6.3			(162.3	)		—			(1.9	)		—			(148.7	)

Effect of exchange rates on cash and cash equivalents		—			—			—			—			0.5			—			0.5
Increase (decrease) in cash and cash equivalents		0.4			0.0			(59.6	)		—			83.0			—			23.8
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		$	0.0		$	227.5		$	—		$	254.7		$	—		$	482.8

Note 18. Subsequent Events

Dividend

On October 27, 2013, our Board of Directors approved a cash dividend to shareholders of $0.07 per share that will be paid on November 26, 2013 to shareholders of record at the close of business on November 12, 2013. Future dividends will be determined at the discretion of the Board of Directors.

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 99% 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 September 30, 2013, we owned or franchised a total of 13,259 restaurants in 91 countries and U.S. territories. Of these restaurants, 74 were Company restaurants and 13,185, or approximately 99% 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 90% of our revenues during the three months ended September 30, 2013 compared to 46% of our revenues during the three months ended September 30, 2012, reflecting the refranchisings completed during the 12-month period in connection with our global portfolio realignment project (as defined below).

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 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 $4.7 million of general and administrative expenses consisting of professional fees and severance, including $1.5 million of severance related to the departure of our Chairman, North America, during the three months ended September 30, 2013, $7.0 million during the three months ended September 30, 2012, $23.6 million during the nine months ended September 30, 2013 and $20.1 million during the nine months ended September 30, 2012.

During the nine months ended September 30, 2013, we refranchised 33 restaurants in the United States and 94 restaurants in Canada and entered into a master franchise and development agreement for Canada with the franchisee. During the same period, we refranchised 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. We also refranchised 91 restaurants in Germany and 22 restaurants in Spain. Upon completion of our refranchising initiative, we will continue to own and operate 52 restaurants in Miami, Florida, which we expect to use as a base for the testing of new products and systems. We expect to complete our refranchising initiative by the end of 2013, at which time our global portfolio realignment project will also be completed. We expect to continue to enter into joint ventures and master franchise and development agreements as part of our business strategy to accelerate development, but we do not intend to make any adjustments based on expenses that we incur in connection with these arrangements.

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 and nine months ended September 30, 2013 related to the Business Combination Agreement. We recorded $0.6 million of general and administrative expenses associated with the Business Combination Agreement during the three months ended September 30, 2012, consisting of professional fees and other transaction costs. We recorded $25.7 million of general and administrative expenses associated with the Business Combination Agreement during the nine months ended September 30, 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 $19.8 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 regardless of when the refranchising occurred.

•

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 substantially 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 Non-GAAP Reconciliations.

Results of Operations for the Three and Nine Months Ended September 30, 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 and nine months ended September 30, 2013 and 2012:


	Three Months Ended						Variance						Nine Months Ended						Variance
	September 30,						$			%			September 30,						$			%
	2013			2012			Favorable / (Unfavorable)						2013			2012			Favorable / (Unfavorable)

Revenues:
Company restaurant revenues	$	27.0		$	244.6		$	(217.6	)		(89.0	)%	$	200.8		$	986.7		$	(785.9	)		(79.6	)%
Franchise and property revenues		248.1			211.1			37.0			17.5	%		680.3			579.7			100.6			17.4	%

Total revenues		275.1			455.7			(180.6	)		(39.6	)%		881.1			1,566.4			(685.3	)		(43.8	)%
Company restaurant expenses:
Food, paper and product costs		8.5			79.7			71.2			89.3	%		63.8			324.7			260.9			80.4	%
Payroll and employee benefits		7.4			71.9			64.5			89.7	%		61.6			291.6			230.0			78.9	%
Occupancy and other operating costs		7.0			64.7			57.7			89.2	%		52.2			259.7			207.5			79.9	%

Total Company restaurant expenses		22.9			216.3			193.4			89.4	%		177.6			876.0			698.4			79.7	%
Franchise and property expenses		40.5			37.7			(2.8	)		(7.4	)%		113.5			90.0			(23.5	)		(26.1	)%
Selling, general and administrative expenses		59.6			77.6			18.0			23.2	%		187.8			268.4			80.6			30.0	%
Other operating expenses (income), net		6.6			30.3			23.7			78.2	%		21.1			26.2			5.1			19.5	%

Total operating costs and expenses		129.6			361.9			232.3			64.2	%		500.0			1,260.6			760.6			60.3	%

Income from operations		145.5			93.8			51.7			55.1	%		381.1			305.8			75.3			24.6	%
Interest expense, net		50.2			57.3			7.1			12.4	%		149.3			173.6			24.3			14.0	%
Loss on early extinguishment of debt		—			23.0			23.0			100.0	%		—			34.2			34.2			100.0	%

Income before income taxes		95.3			13.5			81.8			605.9	%		231.8			98.0			133.8			136.5	%
Income tax expense		27.1			6.9			(20.2	)		(292.8	)%		64.9			28.9			(36.0	)		(124.6	)%

Net income	$	68.2		$	6.6		$	61.6			933.3	%	$	166.9		$	69.1		$	97.8			141.5	%


FX Impact Favorable/(Unfavorable)

Consolidated revenues	$	(2.4	)	$	(14.9	)							$	(5.2	)	$	(40.4	)
Consolidated CRM		0.1			(1.1	)								0.1			(3.0	)
Consolidated SG&A		(0.6	)		2.4									(0.9	)		5.7
Consolidated income from operations		(3.4	)		(3.7	)								(6.2	)		(11.7	)
Consolidated net income		(3.4	)		(3.2	)								(6.2	)		(9.9	)
Consolidated Adjusted EBITDA		(3.0	)		(6.4	)								(6.0	)		(18.0	)

Key Business Metrics

System-wide sales growth		4.9	%		3.6	%								3.7	%		5.8	%
Franchise sales	$	4,184.8		$	3,830.0								$	11,916.1		$	10,814.9
Comparable sales growth
Company		(0.9	)%		0.4	%								(1.1	)%		4.3	%
Franchise		0.9	%		1.5	%								0.1	%		3.3	%
System		0.9	%		1.4	%								0.0	%		3.4	%
Net Restaurant Growth (NRG)
Company		—			(2	)								(6	)		(10	)
Franchise		133			65									268			165
System		133			63									262			155
Net refranchisings		—			221									338			690
Restaurant counts at period end
Company		74			595									74			595
Franchise		13,185			12,072									13,185			12,072
System		13,259			12,667									13,259			12,667
CRM %		15.2	%		11.6	%								11.6	%		11.2	%

System Comparable Sales Growth

During the three months ended September 30, 2013, worldwide system comparable sales growth was driven by comparable sales growth in the EMEA, LAC and APAC segments, partially offset by negative comparable sales growth in the U.S. and Canada segment.

During the nine months ended September 30, 2013, worldwide system comparable sales growth was flat, with comparable sales growth in the EMEA and APAC segments offset by negative comparable sales growth in the U.S. and Canada and LAC segments.

Company restaurants

During the three and nine months ended September 30, 2013, Company restaurant revenues decreased primarily due to the net refranchising of 519 Company restaurants during the trailing twelve-month period.

During the three and nine months ended September 30, 2013, CRM% increased primarily as a result of the net refranchising of 519 Company restaurants with lower than average CRM% during the trailing twelve-month period.

Franchise and Property

During the three months ended September 30, 2013, franchise and property revenues increased due to higher royalties and rental income driven by franchise comparable sales growth in EMEA, APAC and LAC, franchise NRG of 594 restaurants during the trailing twelve-month period and the net refranchising of 519 Company restaurants during the same period. Additionally, franchise fees and other revenue increased as a result of higher franchise fees in EMEA and APAC and other revenue in the U.S. and Canada. These factors were partially offset by negative franchise comparable sales growth in the U.S. and Canada and unfavorable FX impact.

During the nine months ended September 30, 2013, franchise and property revenues increased due to higher royalties and rental income driven by franchise comparable sales growth in EMEA and APAC, franchise NRG of 594 restaurants during the trailing twelve-month period and the net refranchising of 519 Company restaurants during the same period. Additionally, franchise fees and other revenue increased as a result of higher franchise fees in EMEA and APAC and other revenue in the U.S. and Canada. These factors were partially offset by negative franchise comparable sales growth in the U.S. and Canada and LAC and unfavorable FX impact.

During the three and nine months ended September 30, 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 partially offset by a decrease in bad debt expense and favorable FX impact.

Selling, general and administrative expenses

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


	Three Months Ended September 30,				Variance						Nine Months Ended September 30,				Variance
	Three Months Ended September 30,				$			%			Nine Months Ended September 30,				$			%
	2013		2012		Favorable / (Unfavorable)						2013		2012		Favorable / (Unfavorable)

Selling expenses	$	1.3	$	10.4	$	9.1			87.5	%	$	6.0	$	40.5	$	34.5			85.2	%

Management general and administrative expenses		47.3		52.9		5.6			10.6	%		140.6		163.2		22.6			13.8	%
Share-based compensation and non-cash incentive compensation expense		3.5		2.6		(0.9	)		(34.6	)%		9.4		6.1		(3.3	)		(54.1	)%
Depreciation and amortization		2.8		4.1		1.3			31.7	%		8.2		12.8		4.6			35.9	%
Global portfolio realignment project costs		4.7		7.0		2.3			32.9	%		23.6		20.1		(3.5	)		(17.4	)%
Business combination agreement expenses		—		0.6		0.6			100.0	%		—		25.7		25.7			100.0	%

Total general and administrative expenses		58.3		67.2		8.9			13.2	%		181.8		227.9		46.1			20.2	%

Selling, general and administrative expenses	$	59.6	$	77.6	$	18.0			23.2	%	$	187.8	$	268.4	$	80.6			30.0	%

Selling expenses consist primarily of Company restaurant advertising fund contributions. For the three and nine months ended September 30, 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 and nine months ended September 30, 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 September 30, 2013 was driven primarily by a decrease in Management G&A, a decrease in global portfolio realignment project costs, lower depreciation and amortization expenses and the non-recurrence of Business Combination Agreement expenses, partially offset by an increase in share-based compensation and non-cash incentive compensation expense.

The decrease in our total general and administrative expenses for the nine months ended September 30, 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 and non-cash incentive compensation expense.

Other operating expenses (income), net

Our other operating expenses (income), net were comprised of the following:


	Three Months Ended September 30,					Nine Months Ended September 30,
	2013		2012			2013		2012

Net (gains) losses on disposal of assets, restaurant closures and refranchisings	$	0.3	$	14.1		$	0.6	$	15.2
Litigation settlements and reserves, net		0.1		0.8			0.6		1.3
Foreign exchange net losses (gains)		0.5		1.5			6.1		(5.3	)
Loss on termination of interest rate cap		—		8.7			—		8.7
Equity in net loss (income) from unconsolidated affiliates		2.9		(0.4	)		9.7		1.4
Other, net		2.8		5.6			4.1		4.9

Other operating expenses (income), net	$	6.6	$	30.3		$	21.1	$	26.2

During the three months ended September 30, 2012, net (gains) losses on disposals of assets, restaurant closures and refranchisings consisted of $12.4 million in net losses associated with refranchisings and $1.7 million of net losses associated with asset disposals and restaurant closures. During the nine months ended September 30, 2012, net (gain) losses on disposal of assets, restaurant closures and refranchisings consisted of $4.8 million in net gains associated with refranchisings, $13.2 million of impairment losses associated with long-lived assets for Company restaurants and $6.8 million of net losses associated with asset disposals and restaurant closures.

The increase in equity in net loss from unconsolidated affiliates for the nine months ended September 30, 2013 mainly pertains to losses recognized on our equity investments acquired during the second quarter of 2012. These equity losses from unconsolidated affiliates were driven primarily by integration costs, litigation settlement costs and start up costs incurred by our unconsolidated affiliates.

Interest expense, net


	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Interest expense, net	$	50.2		$	57.3		$	149.3		$	173.6
Weighted average interest rate on long-term debt		6.7	%		7.5	%		6.6	%		7.6	%

During the three and nine months ended September 30, 2013 interest expense, net decreased compared to the three and nine months ended September 30, 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

Income tax expense

Our effective tax rate was 28.4% for the three months ended September 30, 2013, primarily as a result of the current mix of income from multiple tax jurisdictions. Our effective tax rate was 51.1% for the three months ended September 30, 2012, as a result of the mix of income during the period from multiple tax jurisdictions and the impact of non-deductible losses and costs on refranchisings primarily in foreign jurisdictions.

Our effective tax rate was 28.0% for the nine months ended September 30, 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, partially offset by a favorable impact from the sale of foreign subsidiaries. Our effective tax rate was 29.5% for the nine months ended September 30, 2012, as a result of the mix of income during the period from multiple tax jurisdictions and the impact of non-deductible losses and costs of refranchisings primarily in foreign jurisdictions.

Net Income

Our net income increased in the three and nine months ended September 30, 2013 primarily as a result of an increase in income from operations as a result of the factors discusses above, 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.

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 and non-cash incentive compensation expense, other operating expenses (income), net, and all other specifically identified costs associated with non-recurring projects, including global portfolio realignment project costs and Business Combination Agreement expenses. Share-based compensation and non-cash incentive compensation expense for the 2012 periods have been adjusted to be comparable to the 2013 presentation to reflect the portion of annual non-cash incentive compensation that eligible employees elected to receive as common equity in lieu of their 2012 cash bonus. 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						Results						Variance
	Three Months Ended September 30,						$			%			Nine Months Ended September 30,						$			%
	2013			2012			Favorable / (Unfavorable)						2013			2012			Favorable / (Unfavorable)

Segment income:
U.S. and Canada	$	120.9		$	112.1		$	8.8			7.9	%	$	326.6		$	341.1		$	(14.5	)		(4.3	)%
EMEA		49.2			42.8			6.4			15.0	%		136.5			118.4			18.1			15.3	%
LAC		16.0			17.2			(1.2	)		(7.0	)%		46.6			50.2			(3.6	)		(7.2	)%
APAC		11.4			9.9			1.5			15.2	%		33.2			28.7			4.5			15.7	%
Unallocated Management G&A		(21.5	)		(19.1	)		(2.4	)		(12.6	)%		(59.4	)		(58.5	)		(0.9	)		(1.5	)%

Adjusted EBITDA		176.0			162.9			13.1			8.0	%		483.5			479.9			3.6			0.8	%
Share-based compensation and non-cash incentive compensation expense		3.5			2.6			(0.9	)		(34.6	)%		9.4			6.1			(3.3	)		(54.1	)%
Global portfolio realignment project costs		4.7			7.0			2.3			32.9	%		23.6			20.1			(3.5	)		(17.4	)%
Business combination agreement expenses		—			0.6			0.6			100.0	%		—			25.7			25.7			100.0	%
Other operating expenses (income), net		6.6			30.3			23.7			78.2	%		21.1			26.2			5.1			19.5	%

EBITDA		161.2			122.4			38.8			31.7	%		429.4			401.8			27.6			6.9	%
Depreciation and amortization		15.7			28.6			12.9			45.1	%		48.3			96.0			47.7			49.7	%

Income from operations		145.5			93.8			51.7			55.1	%		381.1			305.8			75.3			24.6	%
Interest expense, net		50.2			57.3			7.1			12.4	%		149.3			173.6			24.3			14.0	%
Loss on early extinguishment of debt		—			23.0			23.0			100.0	%		—			34.2			34.2			100.0	%
Income tax expense		27.1			6.9			(20.2	)		(292.8	)%		64.9			28.9			(36.0	)		(124.6	)%

Net income	$	68.2		$	6.6		$	61.6			933.3	%	$	166.9		$	69.1		$	97.8			141.5	%

Consolidated adjusted EBITDA in the three months ended September 30, 2013 reflects increases in segment income in our U.S. and Canada, EMEA and APAC segments, partially offset by a decrease in segment income in our LAC segment and an increase in Unallocated Management G&A. Consolidated adjusted EBITDA in the nine months ended September 30, 2013 reflects increases in segment income in our EMEA and APAC segments, partially offset by decreases in segment income in our U.S and Canada and LAC segments and increases in Unallocated Management G&A. 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. EBITDA for the three and nine months ended September 30, 2013 increased primarily for the same reasons that consolidated adjusted EBITDA increased as well as decreases in Business Combination Agreement expenses and decreases in other operating expenses (income), net.

U.S. and Canada


	Three Months Ended September 30,						Variance			Nine Months Ended September 30,						Variance
	Three Months Ended September 30,						Favorable/ (Unfavorable)			Nine Months Ended September 30,						Favorable/ (Unfavorable)
	2013			2012			Favorable/ (Unfavorable)			2013			2012			Favorable/ (Unfavorable)

Company:
Company restaurant revenues	$	18.7		$	159.9		$	(141.2	)	$	92.4		$	688.6		$	(596.2	)
CRM		3.1			18.3			(15.2	)		9.6			81.4			(71.8	)
CRM %		16.6	%		11.4	%		5.2	%		10.4	%		11.8	%		(1.4	)%
Company restaurant expenses as a % of Company restaurant revenue:
Food and paper		31.5	%		32.9	%		1.4	%		32.8	%		33.2	%		0.4	%
Payroll and benefits		27.3	%		30.2	%		2.9	%		30.0	%		30.5	%		0.5	%
Depreciation and amortization		5.3	%		5.5	%		0.2	%		5.2	%		5.6	%		0.4	%
Other occupancy and operating		19.3	%		20.0	%		0.7	%		21.6	%		18.9	%		(2.7	)%

Franchise:
Franchise and property revenues	$	153.4		$	128.1		$	25.3		$	417.2		$	343.7		$	73.5
Franchise and property expenses		32.5			29.4			(3.1	)		89.3			67.6			(21.7	)
Segment SG&A		12.9			22.9			10.0			41.0			77.1			36.1
Segment depreciation and amortization		9.8			18.0			8.2			30.1			60.7			30.6
Segment income		120.9			112.1			8.8			326.6			341.1			(14.5	)
Segment margin		70.2	%		38.9	%		31.3	%		64.1	%		33.0	%		31.1	%

FX Impact Favorable/(Unfavorable)

Segment revenues	$	(0.3	)	$	(0.6	)				$	(0.9	)	$	(2.8	)
Segment CRM		—			(0.1	)					(0.1	)		(0.2	)
Segment income		(0.2	)		(0.1	)					(0.4	)		(0.5	)

Key Business Metrics

System-wide sales growth		(0.8	)%		1.3	%					(1.2	)%		2.9	%
Franchise sales	$	2,257.7		$	2,139.0					$	6,548.5		$	6,038.8
Comparable sales growth
Company		(0.6	)%		0.7	%					(2.1	)%		4.2	%
Franchise		(0.3	)%		1.7	%					(1.2	)%		3.3	%
System		(0.3	)%		1.6	%					(1.2	)%		3.4	%
NRG
Company		—			(3	)					(4	)		(6	)
Franchise		(13	)		(13	)					(68	)		(41	)
System		(13	)		(16	)					(72	)		(47	)
Net Refranchisings		—			182						127			572
Restaurant counts at period end
Company		52			361						52			361
Franchise		7,352			7,092						7,352			7,092
System		7,404			7,453						7,404			7,453

Results of Operations for U.S. and Canada

System Comparable Sales Growth

During the three and nine months ended September 30, 2013, negative system comparable sales growth in the U.S. and Canada was primarily due to continued softness in consumer spending and ongoing competitive headwinds.

Company restaurants

During the three and nine months ended September 30, 2013, Company restaurant revenues decreased primarily due to the refranchising of 307 Company restaurants during the trailing twelve-month period.

During the three months ended September 30, 2013, CRM% increased primarily as a result of the net refranchising of 307 Company restaurants with lower than average CRM% during the trailing twelve-month period.

During the nine months ended September 30, 2013, CRM% decreased primarily as a result of the deleveraging effect of negative Company comparable sales growth on our fixed occupancy and other operating costs, partially offset by the net refranchising of 307 Company restaurants with lower than average CRM% during the trailing twelve-month period.

Franchise and Property

During the three and nine months ended September 30, 2013, franchise and property revenues increased primarily due to higher royalties and rental income derived from the net refranchising of 307 Company restaurants during the trailing twelve-month period, as well as an increase of approximately $9.0 million in other revenue. These factors were partially offset by the effects of negative franchise comparable sales growth and negative franchise NRG. FX impact was not significant.

During the three and nine months ended September 30, 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, partially offset by a decrease in bad debt expense. FX impact was not significant.

Segment income and segment margin

During the three months ended September 30, 2013, segment income increased due to an increase in net franchise and property income and a decrease in segment selling, general and administrative expenses (“SG&A”), partially offset by a decrease in CRM.

During the nine months ended September 30, 2013, segment income decreased due to a decrease in CRM, partially offset by an increase in net franchise and property income and a decrease in SG&A.

Segment margin increased during the three and nine months ended September 30, 2013, primarily as a result of the higher contribution of franchise and property revenues in the segment, which typically yields higher margins than Company restaurant revenues, after the completion of the refranchisings.

EMEA


	Three Months Ended September 30,						Variance			Nine Months Ended September 30,						Variance
	Three Months Ended September 30,						Favorable/ (Unfavorable)			Nine Months Ended September 30,						Favorable/ (Unfavorable)
	2013			2012			Favorable/ (Unfavorable)			2013			2012			Favorable/ (Unfavorable)

Company:
Company restaurant revenues	$	7.7		$	57.9		$	(50.2	)	$	92.6		$	203.1		$	(110.5	)
CRM		1.1			7.3			(6.2	)		11.8			21.0			(9.2	)
CRM %		14.3	%		12.6	%		1.7	%		12.7	%		10.3	%		2.4	%
Company restaurant expenses as a % of Company restaurant revenue:
Food and paper		32.0	%		29.9	%		(2.1	)%		30.1	%		30.3	%		0.2	%
Payroll and benefits		26.9	%		33.6	%		6.7	%		33.7	%		32.7	%		(1.0	)%
Depreciation and amortization		5.5	%		2.4	%		(3.1	)%		1.9	%		3.3	%		1.4	%
Other occupancy and operating		21.3	%		21.5	%		0.2	%		21.6	%		23.4	%		1.8	%

Franchise:
Franchise and property revenues	$	63.6		$	53.8		$	9.8		$	173.1		$	151.1		$	22.0
Franchise and property expenses		7.2			7.8			0.6			21.9			20.5			(1.4	)
Segment SG&A		11.2			14.5			3.3			35.2			47.4			12.2
Segment depreciation and amortization		2.9			4.0			1.1			8.7			14.2			5.5
Segment income		49.2			42.8			6.4			136.5			118.4			18.1
Segment margin		69.0	%		38.3	%		30.7	%		51.4	%		33.4	%		18.0	%

FX Impact Favorable/(Unfavorable)

Segment revenues	$	1.0		$	(11.5	)				$	1.1		$	(28.8	)
Segment CRM		0.1			(0.8	)					0.1			(1.9	)
Segment income		0.3			(4.6	)					0.1			(12.3	)

Key Business Metrics

System-wide sales growth		10.0	%		7.0	%					8.8	%		9.4	%
Franchise sales	$	1,194.6		$	1,017.2					$	3,214.5		$	2,811.8
Comparable sales growth
Company		(1.7	)%		2.1	%					1.2	%		5.4	%
Franchise		2.4	%		1.8	%					2.1	%		3.6	%
System		2.4	%		1.8	%					2.1	%		3.7	%
NRG
Company		—			—						—			(1	)
Franchise		80			33						169			113
System		80			33						169			112
Net Refranchisings		—			1						113			58
Restaurant counts at period end
Company		19			133						19			133
Franchise		3,271			2,861						3,271			2,861
System		3,290			2,994						3,290			2,994

Results of Operations for EMEA

System Comparable Sales Growth

During the three and nine months ended September 30, 2013, system comparable sales growth in EMEA was driven by comparable sales growth in Germany, Spain and Turkey.

Company restaurants

During the three and nine months ended September 30, 2013, Company restaurant revenues decreased primarily due to the net refranchising of 114 Company restaurants during the trailing twelve-month period.

During the three months ended September 30, 2013, CRM% increased primarily as a result of the net refranchising of 114 Company restaurants with lower than average CRM% during the trailing twelve-month period. These factors were partially offset by the deleveraging effect of negative Company comparable sales growth on our fixed occupancy and other operating costs and increased food, paper and product costs.

During the nine months ended September 30, 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 net refranchising of 114 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 and nine months ended September 30, 2013, franchise and property revenues increased due to an increase in royalties driven by franchise comparable sales growth, franchise NRG of 296 restaurants during the trailing twelve-month period and the net refranchising of 114 Company restaurants during the same period. Additionally, franchise revenue increased as a result of higher initial franchise fees due to an increase in the number of restaurant openings and favorable FX impact. These factors were partially offset by a decrease in rental income in Germany as a result of the transfer of certain properties subleased to franchisees in connection with our Germany refranchising.

During the three months ended September 30, 2013, franchise and property expenses decreased primarily as a result of the transfer of certain properties subleased to franchisees in connection with our Germany refranchising, partially offset by an increase in bad debt expense as a result of higher recoveries in the prior year. FX impact was not significant.

During the nine months ended September 30, 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 rent expense in Germany as a result of the transfer of certain properties subleased to franchisees in connection with our Germany refranchising. FX impact was not significant.

Segment income and segment margin

During the three and nine months ended September 30, 2013, segment income increased primarily due to an increase in net franchise and property income and a decrease in segment SG&A, partially offset by a decrease in CRM.

LAC


	Three Months Ended September 30,						Variance			Nine Months Ended September 30,						Variance
	Three Months Ended September 30,						Favorable/ (Unfavorable)			Nine Months Ended September 30,						Favorable/ (Unfavorable)
	2013			2012			Favorable/ (Unfavorable)			2013			2012			Favorable/ (Unfavorable)

Company:
Company restaurant revenues	$	—		$	15.8			NM		$	13.9		$	46.6		$	(32.7	)
CRM		—			2.1			NM			2.0			7.1			(5.1	)
CRM %		—			13.3	%		NM			14.4	%		15.2	%		(0.8	)%

Franchise:
Franchise and property revenues	$	18.1		$	17.7		$	0.4		$	51.3		$	49.7		$	1.6
Franchise and property expenses		0.2			—			(0.2	)		0.6			—			(0.6	)
Segment SG&A		1.9			4.2			2.3			6.7			11.4			4.7
Segment depreciation and amortization		—			1.6			1.6			0.6			4.8			4.2
Segment income		16.0			17.2			(1.2	)		46.6			50.2			(3.6	)
Segment margin		88.4	%		51.3	%		37.1	%		71.5	%		52.1	%		19.4	%

NM - not meaningful

FX Impact Favorable/(Unfavorable)

Segment revenues	$	(2.4	)		(2.4	)				$	(4.4	)	$	(8.4	)
Segment CRM		—			(0.2	)					0.1			(0.8	)
Segment income		(2.4	)		(1.5	)					(4.7	)		(4.8	)

Key Business Metrics

System-wide sales growth		17.3	%		13.0	%					13.6	%		17.6	%
Franchise sales	$	366.1		$	338.5					$	1,045.2		$	978.0
Comparable sales growth
Company		—			(5.5	)%					(8.7	)%		1.0	%
Franchise		2.1	%		3.1	%					(0.3	)%		7.9	%
System		2.1	%		2.7	%					(0.5	)%		7.5	%
NRG
Company		—			1						(2	)		1
Franchise		27			24						63			57
System		27			25						61			58
Net Refranchisings		—			—						98			—
Restaurant counts at period end
Company		—			98						—			98
Franchise		1,451			1,182						1,451			1,182
System		1,451			1,280						1,451			1,280

Results of Operations for LAC

System Comparable Sales Growth

During the three months ended September 30, 2013, system comparable sales growth in LAC was driven by comparable sales growth in Brazil, partially offset by negative comparable sales growth in Mexico and Puerto Rico.

During the nine months ended September 30, 2013, negative system comparable sales growth 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 nine months ended September 30, 2013, Company restaurant revenues decreased primarily due to the refranchising of 98 Company restaurants on April 1, 2013.

During the nine months ended September 30, 2013, CRM% decreased primarily as a result of the deleveraging effect of negative Company comparable sales on our fixed occupancy and other operating costs. FX impact was not significant.

Franchise and Property

During the three months ended September 30, 2013, franchise and property revenues increased due to higher royalties driven by franchise comparable sales growth, franchise NRG of 171 restaurants during the trailing twelve-month period and the net refranchising of 98 Company restaurants during the same period. These factors were partially offset by unfavorable FX impact.

During the nine months ended September 30, 2013, franchise and property revenues increased due to higher royalties driven by franchise NRG of 171 restaurants during the trailing twelve-month period and the net refranchising of 98 Company restaurants during the same period. These factors were partially offset by unfavorable FX impact and lower royalties driven by negative franchise comparable sales growth.

During the three and nine months ended September 30, 2013, franchise and property expenses increased primarily due to increases in bad debt expenses. FX impact was not significant.

Segment income and segment margin

During the three and nine months ended September 30, 2013, segment income decreased due to a decrease in CRM, partially offset by an increase in net franchise and property income and a decrease in segment SG&A.

APAC


	Three Months Ended September 30,						Variance			Nine Months Ended September 30,						Variance
	Three Months Ended September 30,						Favorable/ (Unfavorable)			Nine Months Ended September 30,						Favorable/ (Unfavorable)
	2013			2012			Favorable/ (Unfavorable)			2013			2012			Favorable/ (Unfavorable)
Franchise:
Franchise and property revenues	$	13.0		$	11.5		$	1.5		$	38.7		$	35.2		$	3.5
Franchise and property expenses		0.6			0.5			(0.1	)		1.7			1.9			0.2
Segment SG&A		1.5			2.8			1.3			5.4			10.9			5.5
Segment depreciation and amortization		0.6			1.1			0.5			1.8			5.1			3.3
Segment income		11.4			9.9			1.5			33.2			28.7			4.5
Segment margin		83.8	%		44.0	%		39.8	%		81.8	%		34.3	%		47.5	%

FX Impact Favorable/(Unfavorable)

Segment revenues	$	(0.7	)	$	(0.4	)				$	(1.0	)	$	(0.4	)
Segment income		(0.7	)		(0.2	)					(1.0	)		(0.4	)

Key Business Metrics

System-wide sales growth		14.1	%		(1.3	)%					10.8	%		2.4	%
Franchise sales	$	366.4		$	335.3					$	1,108.0		$	986.3
System comparable sales growth		3.7	%		(2.2	)%					3.4	%		(1.0	)%
System NRG		39			21						104			32
Net Refranchisings		—			38						—			60
Restaurant counts at period end
Company		3			3						3			3
Franchise		1,111			937						1,111			937
System		1,114			940						1,114			940

Results of Operations for APAC

System Comparable Sales Growth

During the three months ended September 30, 2013, system comparable sales growth in APAC was driven by comparable sales growth in Australia, Korea and China, partially offset by negative comparable sales growth in New Zealand and Japan.

During the nine months ended September 30, 2013, system comparable sales growth in APAC was driven by comparable sales growth in Australia and Korea, partially offset by negative comparable sales growth in China, New Zealand and Japan.

Franchise and Property

During the three and nine months ended September 30, 2013, franchise and property revenues increased due to higher royalties driven by franchise comparable sales growth, franchise NRG of 174 restaurants during the trailing twelve-month period and the net refranchising of 38 Company restaurants during September 2012. Additionally, franchise revenue increased as a result of higher initial franchise fees due to an increase in the number of restaurant openings. These factors were partially offset by unfavorable FX impact.

During the three and nine months ended September 30, 2013, franchise and property expenses were relatively unchanged from the prior year.

Segment income and segment margin

During the three and nine months ended September 30, 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 and nine months ended September 30, 2013, segment margin increased primarily as a result of the higher contribution of franchise and property revenues in the segment, which typically yields 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 September 30, 2013, we had cash and cash equivalents of $764.3 million and working capital of $682.5 million. In addition, at September 30, 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. 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 September 30, 2013, we had $1,004.3 million in Tranche A Term Loans outstanding and $690.8 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 September 30, 2013, the interest rate was 2.50% on our outstanding Tranche A Term Loan and 3.75% on our outstanding Tranche B Term Loan. As of September 30, 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 rate as of September 30, 2013, required debt service for the next twelve months is estimated to be approximately $51.0 million in interest payments and $58.6 million in principal payments.

As of September 30, 2013 we had outstanding $794.5 million of 9.875% senior notes due 2018 (the “Senior Notes”). In addition, as of September 30, 2013, we had outstanding $441.1 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., our wholly-owned indirect subsidiaries.

As of September 30, 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 $267.7 million for the nine months ended September 30, 2013, compared to $144.6 million during the same period in the prior year. The increase in cash provided by operating activities was driven primarily by changes in working capital resulting from the timing of advertising expenditures and lower interest and income tax payments and an increase in net income, excluding non-cash adjustments.

Investing Activities

Cash provided by investing activities was $38.1 million for the nine months ended September 30, 2013, compared to $27.4 million during the same period in the prior year. The increase in cash provided by investing activities was driven primarily as a result of a decrease in capital expenditures and a decrease in payments for acquired franchisee operations, partially offset by a decrease in proceeds from refranchisings, net.

Capital expenditures 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 costs and (iii) investments in information technology systems and corporate furniture and fixtures. The following table presents capital expenditures, by type of expenditure:


	Nine Months Ended September 30,
	2013		2012
New restaurants	$	—	$	1.1
Existing restaurants		3.9		23.3
Other, including corporate		6.9		13.3

Total	$	10.8	$	37.7

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 $90.9 million for the nine months ended September 30, 2013, compared to $148.7 million during the same period in the prior year. The decrease in cash used for financing activities was driven primarily as a result of cash used for the prepayment of term loans and repurchase of Senior Notes and Discount Notes and the payment of financing costs during the nine months ended September 30, 2012, partially offset by dividend payments during the nine months ended September 30, 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 declared a cash dividend of $0.06 per share, which was paid on May 15, 2013 to shareholders of record on May 1, 2013. On July 30, 2013, our board declared a cash dividend of $0.06 per share, which was paid on August 30, 2013 to shareholders of record on August 15, 2013. On October 27, 2013, our board declared a cash dividend of $0.07 per share, to be paid on November 26, 2013 to shareholders of record on November 12, 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 September 30, 2013, we estimate it will take approximately 14 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 September 30, 2013, the deferred income associated with this contract totaled $2.2 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 September 30, 2013, there were $107.0 million of loans outstanding to franchisees that we had guaranteed under five such programs, with additional franchisee borrowing capacity of approximately $219.8 million remaining. Our maximum guarantee liability under these five programs is limited to an aggregate of $31.9 million, assuming full utilization of all borrowing capacity. As of September 30, 2013, the liability reflecting the fair value of these guarantee obligations was $4.3 million. No significant payments have been made by us in connection with these guarantees through September 30, 2013.

Critical Accounting Policies and Estimates

This discussion and analysis of financial condition and results of operations is based on our audited 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 nine months ended September 30, 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 September 30, 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 September 30, 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 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 fully franchised business model; 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 foreign currency exchange rates and the impact of changes in interest rates and foreign currency exchange 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 forward-starting interest rate swaps and to hedge our net investment in a Swiss subsidiary through the purchase of cross-currency swaps; our expectations with respect to amounts we expect to be reclassified into earnings within the next twelve months; 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, forward-starting interest rate swaps, foreign currency forward contracts, and any similar instrument 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 2.

Unregistered Sales of Equity Securities and Use of Proceeds

On April 10, 2013, our Board of Directors authorized the repurchase of up to $200 million of our common stock. The repurchase authorization will remain in effect until May 31, 2016 or when the share limit is reached. The amount and timing of the repurchases will be determined by management. The share repurchases may be suspended or discontinued at any time. No shares were repurchased during the third quarter of 2013.

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 July 30, 2013, the Compensation Committee of the Company approved and adopted a new severance pay plan for eligible employees of BKC and its subsidiaries, including certain of the named executive officers (the “Severance Plan”). Pursuant to the Severance Plan, eligible employees whose employment is involuntarily terminated due to reductions in staff, position elimination, facility closing, closure of a business unit or organizational changes or restructuring are entitled to two weeks of severance for every year worked, with a two-week minimum and capped at five months for employees at the level of vice president and above. In addition, employees are entitled to receive continued group medical, dental and vision coverage at the active employee rate for the longer of three months or the employee’s severance pay period, subject to certain conditions. The employee’s right to receive these benefits is subject to his or her execution of a general release of claims in favor of BKC and entry into other separation documents. A copy of the Severance Plan is attached as Exhibit 10.31 to this report.

On October 14, 2013, we reimbursed Steve Wiborg, our former Chairman, North America, for closing costs of $113,001, plus tax gross-up of $42,541, in connection with the sale of his home in Miami, Florida and agreed to pay approximately $37,000 in relocation expenses in connection with Mr. Wiborg’s move back to Chicago.

Item 6. Exhibits

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


Exhibit Number		Description

10.31		Burger King Corporation U.S. Severance Pay Plan

10.32		Form of Option Award Agreement issued under the Amended and Restated 2012 Omnibus Incentive Plan

10.33		Form of Board Member Option Award Agreement issued under the Amended and Restated 2012 Omnibus Incentive Plan

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.


	BURGER KING WORLDWIDE, INC. (Registrant)

Date: October 28, 2013	By:	/s/ Joshua Kobza
		Name:	Joshua Kobza, principal financial officer
		Title:	Chief Financial Officer (principal financial officer) (duly authorized officer)

INDEX TO EXHIBITS


Exhibit Number		Description

10.31		Burger King Corporation U.S. Severance Pay Plan

10.32		Form of Option Award Agreement issued under the Amended and Restated 2012 Omnibus Incentive Plan

10.33		Form of Board Member Option Award Agreement issued under the Amended and Restated 2012 Omnibus Incentive Plan

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