Burger King Holdings, Inc. Reports Third Quarter Fiscal 2009 Results

* Reuters is not responsible for the content in this press release.

Wed Apr 29, 2009 7:04am EDT

Continued Growth Across Key Business Drivers:

Positive Comparable Sales and Net Restaurant Growth
MIAMI--(Business Wire)--
Burger King Holdings, Inc. (NYSE:BKC): 

Highlights:

* 21st consecutive quarter of worldwide positive comparable sales; up 1.0%
despite a 1 point negative calendar shift as 3Q F`08 included an extra day due
to leap year. 
* 20th consecutive quarter of U.S. and Canada positive comparable sales, up 1.6%
despite a 1 point negative calendar shift as 3Q F`08 included an extra day due
to leap year. 
* Trailing twelve-month net restaurant count increased by 355; on target to meet
annual development guidance - among the highest growth rates in the industry.

Comparable sales were driven by a combination of indulgent and value offerings,
including the successful multi-market promotion of the Angry Whopper® sandwich
in January and the U.S. launch of BK Burger Shots® and BK Breakfast ShotsTM in
February. During the quarter, the company also benefited from a significant
sales increase in the late night daypart as a result of the North America
competitive hours initiative. Worldwide comparable sales rapidly decelerated in
the month of March, driven by the current sales environment and the shift of the
Easter holiday to the fourth quarter of 2009, with Germany and Mexico markets
most affected. 

The company opened 53 net new restaurants in the third quarter of its 2009
fiscal year. As a result, trailing 12-month net restaurant count increased 355
over the prior 12-month period. The company is on target to meet its full fiscal
year development plan, representing a worldwide net restaurant growth rate of 3%
to 3.5%. 

Revenues for the quarter were $600 million, up 1% over the same quarter last
year. Revenues were unfavorably impacted by $44 million due to fluctuations in
currency exchange rates. Worldwide trailing 12-month average restaurants sales
were $1.29 million, including a negative exchange rate impact of $35,000, up
from $1.27 million in the prior year period. 

"We continue to post top-line growth even in this challenging macroeconomic
environment," said John Chidsey, chairman and chief executive officer, Burger
King Corp. "We delivered our 21st consecutive quarter of worldwide positive comp
sales, our annual net restaurant growth remains on track and our cash flow
generation remains strong. 

"While we performed well in January and February, the unexpected decline in
March traffic across many of the countries in which we operate, particularly the
Germany and Mexico markets, adversely affected our results. Although
disappointed in our company restaurant margins, we are pleased to have been able
to offset the earnings impact with continued revenue growth, general and
administrative (G&A) cost reductions, lower interest expense and tax savings. I
am also pleased with how the team rapidly readjusted our marketing efforts
toward more value focused promotions and menu offerings." 

Worldwide company restaurant margins for the quarter were 11.7% as compared to
13.2% in the prior year period. Worldwide company restaurant margins were
negatively impacted by labor inefficiencies as the result of rapid traffic
declines in March, increased German labor costs resulting from the previously
announced statutory wage increase and new labor contracts, and increases in
food, paper and product costs worldwide due to inflation and the impact of cross
border commodity purchases. These declines were partially offset by improvements
in occupancy and other operating costs primarily due to the lapping of prior
year accelerated depreciation expense in conjunction with the company`s
reimaging program in the U.S. and Canada. 

The company reduced G&A costs by $11 million or 11% to $93 million as compared
to the same period last year. As a percentage of revenue, G&A improved 200 basis
points year-over-year. Improvements in G&A were primarily the result of the
favorable impact from the movement of currency exchange rates on expenses and
ongoing cost containment initiatives. 

Interest expense improved over the prior year period primarily due to lower
average interest rates. The company also paid down $40 million in debt during
the quarter and an additional $30 million in April, bringing total debt paid
down since after the company`s IPO in May 2006 to $245 million. 

The company realized $1 million of other income as compared to the prior year`s
other income of $6 million. The main driver of the differential, equal to $0.02
per share, was the gain from the re-franchising of Germany company restaurants
last year. 

Currency exchange rate fluctuations negatively impacted earnings per share by
$0.03, within the expected range for the quarter. 

The third quarter tax rate of 25.4% was significantly less than the prior year`s
third quarter tax rate of 36.9%. As a result, earnings per share were positively
impacted by $0.05. This quarter`s tax rate benefited from the resolution of tax
audits. 

For the quarter, the company reported earnings per share of $0.34 compared to
$0.30 in the same quarter last year. 

Capital and Development

"Our disciplined deployment of capital and strong cash flow from operations
enable us to invest in the brand for the long-term," said Ben Wells, chief
financial officer, Burger King Corp. "During the first four months of the
calendar year, we paid down $70 million in debt, continued to refurbish our
company restaurant portfolio, paid a quarterly dividend and maintained a solid
cash balance." 

During the quarter, the company re-franchised 19 restaurants in Des Moines, Iowa
to a new franchisee. The transaction, part of the company`s proactive portfolio
management, is aimed at driving financial performance and development. 

Looking ahead

The company`s fiscal 2009 fourth quarter marketing calendar includes promotional
movie tie-ins with the highly-anticipated summer releases of expected
blockbusters Star Trek and TransformersTM. Superfamily promotions include a
$0.99 BK® Kids Meal deal in conjunction with SpongeBob SquarePantsTM and
PokemonTM. The company will also continue to promote late night, capitalizing on
the daypart`s continued positive momentum. Product launches are also anticipated
to drive results, including the Tendercrisp® Bacon Cheddar Ranch limited time
offer chicken sandwich and the roll-out of the Steakhouse XTTM, an extra thick
juicy burger, to approximately 40% of U.S. designated marketing areas which have
installed the new batch broiler. 

The company`s results are expected to benefit from its extensive marketing
calendar, value-focused marketing initiatives, net restaurant openings and lower
food and energy costs in the U.S. However, the company is forecasting continued
earnings pressures in its fiscal fourth quarter due to persisting macroeconomic
uncertainties and an increased competitive landscape. 

"We continue to grow our top-line in this challenging economic environment with
positive April comps and are tactically responding to ever-changing market
dynamics. However, due to ongoing market challenges and unknown potential
effects of the Swine Flu situation, we are taking a more conservative outlook to
our fourth quarter fiscal year 2009 earnings estimate," Chidsey said. 

The company anticipates its fourth quarter fiscal year 2009 earnings per share
to be in the range of $0.34 to $0.37. As a result, the company now expects its
2009 full fiscal year adjusted earnings per share to be in the range of $1.39 to
$1.42; which includes a $0.10 per share negative impact due to movements in
currency exchange rates. This forecast is based on information available today
and is subject to change based on the impact of the evolving Swine Flu situation
on the company`s worldwide business. 

"Our cash flows remain strong and we continue to invest - building new
restaurants and re-imaging existing ones, introducing new products and extending
hours of operations. Going forward, we believe that improving commodity costs
and our disciplined focus on driving G&A efficiencies will contribute to overall
earnings improvement. Our commitment to grow profitably over the long-term by
executing on our strategic growth pillars of marketing, products, development
and operations remains on course," Chidsey concluded. 

Related Communication

Burger King Holdings Inc. (NYSE:BKC) will hold its third quarter earnings call
for fiscal year 2009 on Wednesday, April 29, at 10 a.m. EST following the
release of its third quarter results before the stock market opens on the same
day. During the call, Chairman and Chief Executive Officer John Chidsey; Chief
Financial Officer Ben Wells; President, Global Marketing, Strategy and
Innovation Russ Klein; and Senior Vice President of Investor Relations and
Global Communications Amy Wagner will discuss the company's third quarter
results. 

The earnings call will be webcast live via the company's investor relations Web
site at http://investor.bk.com and available for replay for one month. 

ABOUT BURGER KING HOLDINGS INC.

The BURGER KING® system operates more than 11,800 restaurants in all 50 states
and in 74 countries and U.S. territories worldwide. Approximately 90 percent of
BURGER KING® restaurants are owned and operated by independent franchisees, many
of them family-owned operations that have been in business for decades. In 2008,
Fortune magazine ranked Burger King Corp. among America's 1,000 largest
corporations and Ad Week named it one of the top three industry-changing
advertisers within the last three decades. To learn more about Burger King
Holdings Inc., please visit the company's Web site at www.bk.com. 

Forward-Looking Statements

Certain statements made in this report that reflect management's expectations
regarding future events and economic performance are forward-looking in nature
and, accordingly, are subject to risks and uncertainties. These forward-looking
statements include statements regarding our expectations regarding the
uncertainties in the currency markets, fluctuations in currency exchange rates
and the impact of movements in currency exchange rates on our operating results
and earnings per share; our expectations regarding worldwide net restaurant
growth and our ability to achieve our fiscal 2009 development plan; our
expectations regarding our strong cash flows and our ability to deploy capital
and cash flow from operations to invest in the brand for the long-term; our
expectations that our earnings will benefit from our extensive marketing
calendar, value-focused marketing initiatives, net restaurant openings, lower
food and energy costs in the U.S. and positive April worldwide comparable sales;
our expectations regarding continued earnings pressures in the fourth quarter of
fiscal 2009 due to persisting macroeconomic uncertainties and an increased
competitive landscape; our expectations regarding the success of our promotional
calendar for the fourth quarter of fiscal 2009; our ability to drive results
through product launches and the continued promotion of the late night daypart;
our ability to grow our top-line in this challenging economic environment and
tactically respond to ever-changing market dynamics; our ability to deliver on
our growth pillars of marketing, products, development and operations; our
expectations regarding our ability to continue to invest in our restaurants,
introduce new products, extend hours of operations, improve commodity costs,
successfully implement and maintain ongoing cost containment initiatives and
drive G&A efficiencies; our expectations that our proactive portfolio management
will drive financial performance and development; our expectations regarding our
ability to deliver our updated earnings per share guidance for the fourth
quarter and full year of fiscal 2009; the impact of ongoing market challenges
and unknown potential effects of the swine flu outbreaks on our worldwide
business, 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: 

• Economic or other business conditions that may affect the desire or ability of
our customers to purchase our products such as inflationary pressures, higher
unemployment rates, increases in gas prices, declines in median income growth,
consumer confidence and consumer discretionary spending and changes in consumer
preferences; 

• Risks arising from the significant and rapid fluctuations that have been
occurring in the currency exchange markets and the hedging decisions and
positions that we take to hedge such volatility, including the risk that our
revenues and income may be disproportionately affected as compared to some of
our competitors; 

• Our ability to compete domestically and internationally in an intensely
competitive industry; 

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

• Our ability to manage increases in our operating costs, including costs of
food and paper products, rent expense, energy costs and labor costs, which can
adversely affect our operating margins and financial results, particularly in an
environment of declining sales or challenging macroeconomic conditions, if we
choose not to pass, or cannot pass, these increased costs to our guests; 

• Our relationship with, and the success of, our franchisees; 

• Risks related to franchisee financial distress which could result in, among
other things, restaurant closures, delayed or reduced payments to us of
royalties and rents and increased exposure to third parties, such as landlords; 

• The ability of our franchisees to obtain financing for new development,
restaurant remodels and equipment initiatives on acceptable terms or at all
given the current turmoil in the global credit markets; 

• Our continued ability, and the ability of our franchisees, to obtain suitable
locations for new restaurant development; 

• The effectiveness of our marketing and advertising programs and franchisee
support of these programs; 

• Risks related to the renewal of franchise agreements by our franchisees; 

• The ability of franchisees who are experiencing losses from their other
businesses to continue to make payments to us and invest in our brand; 

• Risks related to disruptions and catastrophic events, including disruption in
the financial markets, war, terrorism and other international conflicts, public
health issues such as the swine flu outbreak, and natural disasters, and the
impact of such events on our operating results; 

• Risks related to food safety, including foodborne illness and food tampering,
and the safety of toys and other promotional items available in our restaurants;


• Risks related to the loss of any of our major distributors, particularly in
those international markets where we have a single distributor, and
interruptions in the supply of necessary products to us; 

• Our ability to execute on our reimaging program in the U.S. and Canada to
increase sales and profitability, and the short term impact of our reimaging
program on revenues and operating margins due to temporary restaurant closures
and accelerated depreciation of assets; 

• Our ability to identify and consummate successfully acquisition and
development opportunities in new and existing markets; 

• Our ability to refinance or modify our bank debt or obtain additional
financing to fund our future cash needs given the current lending environment; 

• Risks related to the impact of the global financial and credit crisis on the
restaurant industry in general and on our business and results of operations,
including the risk of interruptions in the supply chain due to the failure of
any of our major suppliers or distributors or the inability of our major
suppliers or distributors to obtain financing; 

• Risks related to the ability of counterparties to our secured credit facility,
interest rate swaps and foreign currency forward contracts to fulfill their
commitments and/or obligations due to disruptions in the global credit markets,
including the bankruptcy or restructuring of certain financial institutions; 

• Risks related to interruptions or security breaches of our computer systems
and risks related to the lack of integration of our worldwide technology
systems; 

• Our ability to continue to extend our hours of operation, at least in the U.S.
and Canada, to capture a larger market of both the breakfast and late night
dayparts; 

• Changes in consumer perceptions of dietary health and food safety and negative
publicity relating to our products; 

• Our ability to retain or replace executive officers and key members of
management with qualified personnel; 

• Our ability to utilize foreign tax credits to offset our U.S. income taxes due
to continuing losses in the U.K. and other factors and risks related to the
impact of changes in statutory tax rates in foreign jurisdictions on our
deferred taxes and effective tax rate; 

• Our ability to realize our expected tax benefits from the realignment of our
European and Asian businesses; 

• Changes in demographic patterns of current restaurant locations; 

• Our ability to adequately protect our intellectual property; 

• Risks related to market conditions, including the market price and trading
volume of our common stock, which could affect our ability to repurchase our
common stock; 

• Our ability to manage changing labor conditions in the U.S. if Congress passes
the Employee Free Choice Act, which would establish a so-called "card check"
union organizing system in which a majority of employees sign a card in favor of
union representation; 

• Our ability to manage changing labor conditions and difficulties in staffing
our international operations; 

• Adverse legal judgments, settlements or pressure tactics; and 

• Adverse legislation or regulation. 

These risks are not exhaustive and may not include factors which could adversely
impact our business and financial performance. Moreover, 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.

 Burger King Holdings, Inc. and Subsidiaries                                                                                            
 Condensed Consolidated Statements of Income                                                                                            
 (Dollars and shares in millions, except for per share data)                                                                            
                                                                                                                                        
                                                                                         Increase /(Decrease)                     
 Three Months Ended March 31,                      2009               2008                     $                 %           
 Revenues:                                                                                                                      
 Company restaurant revenues                       $   449          $   436          $     13                3     %     
 Franchise revenues                                    125              129                (4    )           (3    )%    
 Property revenues                                     26               29                 (3    )           (10   )%    
 Total revenues                                        600              594                6                 1     %     
 Company restaurant expenses                           397              378                19                5     %     
 Selling, general and administrative expenses          115              126                (11   )           (9    )%    
 Property expenses                                     13               15                 (2    )           (13   )%    
 Other operating (income) expense, net                 (1     )         (6     )           5                 NM          
 Total operating costs and expenses                    524              513                11                2     %     
 Income from operations                                76               81                 (5    )           (6    )%    
 Interest expense                                      13               17                 (4    )           (24   )%    
 Interest income                                       -                (1     )           1                 NM          
 Interest expense, net                                 13               16                 (3    )           (19   )%    
 Income before income taxes                            63               65                 (2    )           (3    )%    
 Income tax expense                                    16               24                 (8    )           (33   )%    
 Net income                                        $   47           $   41           $     6                 15    %     
                                                                                                                                
 Earnings per share - basic (1)                    $   0.35         $   0.30         $     0.05              17    %     
 Earnings per share - diluted (1)                  $   0.34         $   0.30         $     0.04              13    %     
                                                                                                                                
 Weighted average shares - basic                       134.6            135.2                                               
 Weighted average shares - diluted                     136.7            137.5                                               
                                                                                                                                
 (1) Calculated using whole dollars and shares.                                                                                 
 NM - Not meaningful                                                                                                            
                                                                                         Increase /(Decrease)                     
 Nine Months Ended March 31,                           2009             2008               $                 %           
 Revenues:                                                                                                                      
 Company restaurant revenues                       $   1,419        $   1,325        $     94                7     %     
 Franchise revenues                                    405              394                11                3     %     
 Property revenues                                     84               90                 (6    )           (7    )%    
 Total revenues                                        1,908            1,809              99                5     %     
 Company restaurant expenses                           1,240            1,129              111               10    %     
 Selling, general and administrative expenses          360              370                (10   )           (3    )%    
 Property expenses                                     42               45                 (3    )           (7    )%    
 Other operating (income) expense, net                 14               (7     )           21                NM          
 Total operating costs and expenses                    1,656            1,537              119               8     %     
 Income from operations                                252              272                (20   )           (7    )%    
 Interest expense                                      44               53                 (9    )           (17   )%    
 Interest income                                       (2     )         (5     )           3                 (60   )%    
 Interest expense, net                                 42               48                 (6    )           (13   )%    
 Income before income taxes                            210              224                (14   )           (6    )%    
 Income tax expense                                    69               85                 (16   )           (19   )%    
 Net income                                        $   141          $   139          $     2                 1     %     
                                                                                                                                
 Earnings per share - basic (1)                    $   1.05         $   1.03         $     0.02              2     %     
 Earnings per share - diluted (1)                  $   1.03         $   1.01         $     0.02              2     %     
                                                                                                                                
 Weighted average shares - basic                       134.8            135.2                                               
 Weighted average shares - diluted                     136.8            137.7                                               
                                                                                                                                
 (1) Calculated using whole dollars and shares.                                                                                 
 NM - Not meaningful                                                                                                            


PERFORMANCE INDICATORS AND USE OF NON-GAAP FINANCIAL MEASURES

To supplement the Company`s condensed consolidated financial statements
presented on a U.S. Generally Accepted Accounting Principles (GAAP) basis, the
Company uses three key business measures as indicators of the Company`s
operational performance: sales growth, comparable sales growth and average
restaurant sales. These measures are important indicators of the overall
direction, trends of sales and the effectiveness of the Company`s advertising,
marketing and operating initiatives and the impact of these on the entire Burger
King system. System-wide data represent measures for both Company and franchise
restaurants. Unless otherwise stated, sales growth, comparable sales growth and
average restaurant sales are presented on a system-wide basis. 

The Company also provides certain non-GAAP financial measures, including EBITDA,
adjusted EBITDA, adjusted income from operations, adjusted net income and
adjusted earnings per share. 

EBITDA is defined as earnings (net income) before interest, taxes, depreciation
and amortization, and is used by management to measure operating performance of
the business. Management believes EBITDA is a useful measure as it reflects
certain operating drivers of the Company`s business, such as sales growth,
operating costs, selling, general and administrative expenses and other
operating income and expense. EBITDA is also one of the measures used by the
Company to calculate incentive compensation for management and corporate-level
employees. 

Adjusted EBITDA for the nine months ended March 31, 2009 excludes $2 million of
charges associated with the acquisition of franchise restaurants from a large
franchisee in the U.S. and $2 million of start up charges associated with
acquired restaurants. There were no adjustments to EBITDA for the three months
ended March 31, 2009 and the three and nine months ended March 31, 2008. 

While EBITDA and adjusted EBITDA are not recognized measures under GAAP,
management uses these financial measures to evaluate and forecast the Company`s
business performance. These non-GAAP financial measures have certain material
limitations, including:

* they do not include net interest expense. As the Company has borrowed money
for general corporate purposes, interest expense is a necessary element of its
costs and ability to generate profits and cash flows; 
* they do not include depreciation and amortization expenses. As the Company
uses capital assets, depreciation and amortization are necessary elements of its
costs and ability to generate profits; and 
* they do not include provision for taxes. The payment of taxes is a necessary
element of the Company`s operations.

Management compensates for these limitations by using EBITDA and adjusted EBITDA
as only two of several measures for evaluating the Company`s business
performance. In addition, capital expenditures, which impact depreciation and
amortization, interest expense and income tax expense, are reviewed separately
by management. Management believes these non-GAAP measures provide both
management and investors with a more complete understanding of the underlying
operating results and trends and an enhanced overall understanding of the
Company`s financial performance and prospects for the future. EBITDA and
adjusted EBITDA are not intended to be measures of liquidity or cash flows from
operations or measures comparable to net income as they do not take into account
certain requirements such as capital expenditures and related depreciation,
principal and interest payments and tax payments. 

Adjusted income from operations and adjusted net income for the nine months
ended March 31, 2009 excludes the after tax effects of $2 million of charges
associated with the acquisition of franchise restaurants from a large franchisee
in the U.S. and $2 million of start up charges associated with acquired
restaurants. Adjusted income tax expense for the nine months ended March 31,
2009 is calculated by using the Company`s actual tax rate for all items with the
exception of the adjustments described above to which a U.S. federal and state
rate of 36.5% has been applied, resulting in an adjusted effective tax rate of
32.7%. Adjusted earnings per share is calculated using adjusted net income
divided by weighted average shares outstanding. There were no adjustments to
income from operations, net income, income tax expense or earnings per share for
the three months ended March 31, 2009 and the three and nine months ended March
31, 2008. Management believes that these non-GAAP financial measures are
important as they provide investors and management with an additional metric to
measure comparable Company performance against prior year periods by excluding
non-recurring charges associated with material acquisitions.

 Non-GAAP Reconciliations                                                                                                                                                                                                                                                      
 (In millions except per share data)                                                                                                                                                                                                                                           
                                                                                                                                                                                                                                                                               
 Reconciliations for EBITDA, adjusted EBITDA, adjusted income from operations, adjusted net income, adjusted income tax expense and adjusted earnings per share are as follows:                                                                                                
                                                                                                                                                                                                                                                                               
                                               Three Months Ended                                                                                                  Nine Months Ended                                                                                       
                                               March 31,                                                                                                          March 31,                                                                                               
                                               2009                                                      2008                                                   2009                                                         2008                                     
         EBITDA and adjusted                                                                                                                                                                                                                                           
         EBITDA                                                                                                                                                                                                                                                       
                                                                                                                                                                                                                                                                      
         Net income                            $                  47                                    $             41                                      $                   141                                     $                   139                 
         Interest expense,                                        13                                                  16                                                          42                                                          48                  
         net                                                                                                                                                                                                                                                      
         Income tax expense                                       16                                                  24                                                          69                                                          85                  
         Depreciation and                                         23                                                  26                                                          72                                                          70                  
         amortization                                                                                                                                                                                                                                             
         EBITDA                                                   99                                                  107                                                         324                                                         342                 
         Adjustments:                                                                                                                                                                                                                                                 
         Restaurant                                               -                                                   -                                                           2                                                           -                   
         acquisition charges                                                                                                                                                                                                                                       
         Acquisition start                                        -                                                   -                                                           2                                                           -                   
         up charges                                                                                                                                                                                                                                               
         Total adjustments                                        -                                                   -                                                           4                                                           -                   
         Adjusted EBITDA                       $                  99                                    $             107                                     $                   328                                     $                   342                 
                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                      
                                               Three Months Ended                                                                                                  Nine Months Ended                                                                                       
                                               March 31,                                                                                                          March 31,                                                                                               
                                               2009                                                      2008                                                   2009                                                         2008                                     
         Adjusted Income                                                                                                                                                                                                                                              
         from operations                                                                                                                                                                                                                                              
         Income from                           $                  76                                    $             81                                      $                   252                                     $                   272                 
         Operations                                                                                                                                                                                                                                               
         Adjustments:                                                                                                                                                                                                                                                 
         Restaurant                                               -                                                   -                                                           2                                                           -                   
         acquisition charges                                                                                                                                                                                                                                       
         Acquisition start                                        -                                                   -                                                           2                                                           -                   
         up charges                                                                                                                                                                                                                                               
         Total Adjustments                                        -                                                   -                                                           4                                                           0                   
                                                                                                                                                                                                                                                                      
         Adjusted Income                       $                  76                                    $             81                                      $                   256                                     $                   272                 
         from Operations                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                      
                                               Three Months Ended                                                                                                  Nine Months Ended                                                                                       
                                               March 31,                                                                                                          March 31,                                                                                               
                                               2009                                                       2008                                                   2009                                                         2008                                     
                                                                                                                                                                                                                                                                      
         Adjusted net income                                                                                                                                                                                                                                           
         Net Income                            $                  47                                    $             41                                      $                   141                                     $                   139                 
         Income tax expense                                       16                                                  24                                                          69                                                          85                  
         Income before                                            63                                                  65                                                          210                                                         224                 
         income taxes                                                                                                                                                                                                                                             
         Adjustments:                                                                                                                                                                                                                                                 
         Restaurant                                               -                                                   -                                                           2                                                           -                   
         acquisition charges                                                                                                                                                                                                                                       
         Acquisition start                                        -                                                   -                                                           2                                                           -                   
         up charges                                                                                                                                                                                                                                               
         Total Adjustments                                        -                                                   -                                                           4                                                           -                   
                                                                                                                                                                                                                                                                      
         Adjusted Income                                          63                                                  65                                                          214                                                         224                 
         before income taxes                                                                                                                                                                                                                                       
                                                                                                                                                                                                                                                                      
         Adjusted income tax                                       16                                                  24                                                          70                                                          85                  
         expense (1)                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                      
         Adjusted net income                    $                  47                                    $             41                                      $                   144                                     $                   139                 
                                                                                                                                                                                                                                                                      
         Weighted average shares outstanding -                     136.7                                               137.5                                                       136.8                                                       137.7               
         diluted                                                                                                                                                                                                                                                   
                                                                                                                                                                                                                                                                      
         Earnings per share-                    $                  0.34                                  $             0.30                                    $                   1.03                                    $                   1.01                
         diluted (2)                                                                                                                                                                                                                                              
         Adjusted earnings per share- diluted   $                  0.34                                  $             0.30                                    $                   1.05                                    $                   1.01                
         (2) (3)                                                                                                                                                                                                                                                   
                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                      
 (1  )  Adjusted income tax expense for the nine months ended March 31, 2009 is calculated by using the Company's actual tax rate for all items with the exception of the adjustments listed above to which a U.S. federal and state tax rate of 36.5% has been applied.     
                                                                                                                                                                                                                                                                             
 (2  )  Diluted earnings per share is calculated using whole dollars and diluted weighted average shares outstanding.                                                                                                                                                        
                                                                                                                                                                                                                                                                             
 (3  )  Adjusted diluted earnings per share is calculated using adjusted net income divided by diluted weighted average shares outstanding.                                                                                                                                  


 THE FOLLOWING DEFINITIONS APPLY TO THESE TERMS AS USED THROUGHOUT THIS RELEASE      
                                                                                     
 Comparable sales growth                                Refers to the change in    
                                                        restaurant sales in one    
                                                        period from the comparable 
                                                        prior year period for      
                                                        restaurants that have been 
                                                        open for thirteen months or 
                                                        longer, excluding the      
                                                        impact of currency         
                                                        translation.               
                                                                                   
 Sales growth                                           Refers to the change in    
                                                        restaurant sales from one  
                                                        period to another,         
                                                        excluding the impact of    
                                                        currency translation.      
                                                                                   
 Constant Currencies                                    Excludes impact of changes 
                                                        in currency exchange rates. 
 
Actual Currencies                                     
                          
 
                                                      
Includes impact of changes 
 
Local Currency                                        in currency exchange rates. 
                                                        
                          
                                                                                   
                                                        
Principal currency in     
                                                        which market transacts     
                                                        business.                  
                                                                                   
 Average restaurant sales                               Refers to average          
                                                        restaurant sales for the   
                                                        defined period. It is      
                                                        calculated as the total    
                                                        sales averaged over total  
                                                        store months for all       
                                                        restaurants open during    
                                                        that period.               
                                                                                   
 Worldwide                                              Refers to measures for all 
 
                                                      geographic locations on a  
 
System or system-wide                                 combined basis.            
                                                        
                          
                                                        
Refers to measures with   
                                                        Company and franchise      
                                                        restaurants combined.      
                                                        Unless otherwise stated,   
                                                        sales growth, comparable   
                                                        sales growth and average   
                                                        restaurant sales are       
                                                        presented on a system-wide 
                                                        basis.                     
 Franchise sales                                        Refers to sales at all     
                                                        franchise restaurants.     
                                                        Although the Company does  
                                                        not record franchise sales 
                                                        as revenues, royalty       
                                                        revenues are based on a    
                                                        percentage of sales from   
                                                        franchise restaurants and  
                                                        are reported as franchise  
                                                        revenues by the Company.   
                                                                                   
 Company restaurant revenues                            Consists of sales at       
                                                        Company restaurants.       
                                                                                   
 Franchise revenues                                     Consists primarily of      
                                                        royalties earned on        
                                                        franchise sales and        
                                                        franchise fees. Royalties  
                                                        earned are based on a      
                                                        percentage of franchise    
                                                        sales.                     
                                                                                   
 Property revenues                                      Includes property income   
                                                        from real estate that the  
                                                        Company leases or subleases 
                                                        to franchisees.            
                                                                                   
 Company restaurant expenses                            Consists of all costs      
                                                        necessary to manage and    
                                                        operate Company restaurants 
                                                        including (a) food, paper  
                                                        and product costs, (b)     
                                                        payroll and employee       
                                                        benefits, and (c) occupancy 
                                                        and other operating        
                                                        expenses, which include    
                                                        rent, utility costs,       
                                                        insurance, repair and      
                                                        maintenance costs,         
                                                        depreciation for restaurant 
                                                        property and other         
                                                        operating costs.           
                                                                                   
 Company restaurant margin                              Represents Company         
                                                        restaurant revenues less   
                                                        Company restaurant         
                                                        expenses. Company          
                                                        restaurant margin is       
                                                        calculated using dollars   
                                                        expressed in hundreds of   
                                                        thousands.                 
                                                                                   
 Property expenses                                      Includes rent and          
                                                        depreciation expense       
                                                        related to properties      
                                                        leased or subleased by the 
                                                        Company to franchisees and 
                                                        the cost of building and   
                                                        equipment leased by the    
                                                        Company to franchisees.    
                                                                                   
 Selling, general and administrative expenses (SG&A)    Comprised of advertising   
                                                        and promotional expenses   
                                                        and general and            
                                                        administrative expenses,   
                                                        such as costs of field     
                                                        management for Company and 
                                                        franchise restaurants and  
                                                        corporate overhead,        
                                                        including corporate        
                                                        salaries, deferred         
                                                        compensation related to    
                                                        investments held in a rabbi 
                                                        trust and facilities.      
                                                                                   
 Other operating (income) expense, net                  Includes income and        
                                                        expenses that are not      
                                                        directly derived from the  
                                                        Company`s primary business 
                                                        such as gains and losses on 
                                                        asset and business         
                                                        disposals, write-offs      
                                                        associated with Company    
                                                        restaurant closures,       
                                                        impairment charges, charges 
                                                        recorded in connection with 
                                                        acquisitions of franchise  
                                                        operations, gains and      
                                                        losses on currency         
                                                        transactions, gains and    
                                                        losses on foreign currency 
                                                        forward contracts, net     
                                                        gains and losses on        
                                                        investments held in a rabbi 
                                                        trust related to deferred  
                                                        compensation and other     
                                                        miscellaneous items.       


SUPPLEMENTAL INFORMATION

The following supplemental information relates to Burger King Holdings, Inc.`s
results for the three and nine months ended March 31, 2009. 

Our business operates in three reportable business segments: (1) the United
States (U.S.) and Canada; (2) Europe, the Middle East, Africa and Asia Pacific,
or EMEA/APAC; and (3) Latin America. 

Seasonality

Restaurant sales are typically higher in the spring and summer months (our
fourth and first fiscal quarters) when the weather is warmer than in the fall
and winter months (our second and third fiscal quarters). Restaurant sales
during the winter are typically highest in December, during the holiday shopping
season. Our restaurant sales and Company restaurant margin are typically lowest
during our third fiscal quarter, which occurs during the winter months and
includes February, the shortest month of the year. During the three months ended
March 31, 2009, the loss of a trading day in the month of February negatively
impacted worldwide comparable sales by approximately 1%, as the same period in
the prior year included an extra day due to leap year. Comparable sales for the
third quarter of fiscal 2009 were also negatively impacted by the placement of
the Easter holiday, which typically drives restaurant sales. The Easter holiday
occurred after the end of the third quarter in the current fiscal year as
compared to March in the prior year.

 Revenues (Dollars in millions)                                                                                                                                                                                  
                                                                                                                                                                                                                 
 Revenues consist of Company restaurant revenues, franchise revenues and property revenues.                                                                                                                      
                                                                                                                                                                                                                 
                                               Three Months Ended March 31,                                                                     Nine Months Ended March 31,                                  
                                                                                                                   % Increase                                                       % Increase       
                                                          2009                             2008                  (Decrease)                     2009               2008         (Decrease)       
 Company restaurant revenues: (1)                                                                                                                                                                    
 U.S. & Canada                                 $          328                   $          283                   16         %            $     1,001        $     857          17      %       
 EMEA/APAC                                                108                              136                   (21        )%                 371                418          (11     )%      
 Latin America                                            13                               17                    (24        )%                 47                 50           (6      )%      
 Total Company restaurant revenues                        449                              436                   3          %                  1,419              1,325        7       %       
 Franchise revenues: (1)                                                                                                                                                                             
 U.S. & Canada                                            77                               76                    1          %                  241                234          3       %       
 EMEA/APAC                                                37                               42                    (12        )%                 128                126          2       %       
 Latin America                                            11                               11                    0          %                  36                 34           6       %       
 Total franchise revenues                                 125                              129                   (3         )%                 405                394          3       %       
 Property revenues: (1)                                                                                                                                                                              
 U.S. & Canada                                            20                               21                    (5         )%                 65                 66           (2      )%      
 EMEA/APAC                                                6                                8                     (25        )%                 19                 24           (21     )%      
 Latin America                                            -                                -                     NA                             -                  -            NA               
 Total property revenues                                  26                               29                    (10        )%                 84                 90           (7      )%      
 Total revenues: (1)                                                                                                                                                                                 
 U.S. & Canada                                            425                              380                   12         %                  1,307              1,157        13      %       
 EMEA/APAC                                                151                              186                   (19        )%                 518                568          (9      )%      
 Latin America                                            24                               28                    (14        )%                 83                 84           (1      )%      
 Total revenues                                $          600                   $          594                   1          %            $     1,908        $     1,809        5       %       
                                                                                                                                                                                                     
 NA - Not applicable                                                                                                                                                                                 
 (1) Revenues include the unfavorable impact of currency exchange rates described below.                                                                                                                   


Total Revenues

Total revenues increased by $6 million, or 1%, to $600 million and by $99
million, or 5%, to $1,908 million, for the three and nine months ended March 31,
2009, respectively, compared to the same periods in the prior year, primarily
due to an increase in Company restaurant revenues resulting primarily from the
net acquisition of 113 restaurants during the twelve month period ended March
31, 2009. 

Our international operations are impacted by fluctuations in currency exchange
rates. In Company markets located outside of the U.S., we generate revenues and
incur expenses denominated in local currencies. These revenues and expenses are
translated using the average rates during the period in which they are
recognized, and are impacted by changes in currency exchange rates. In many of
our franchise markets, our franchisees pay royalties to us in currencies other
than the local currency in which they operate; however, as the royalties are
calculated based on local currency sales, our revenues are still impacted by
fluctuations in currency exchange rates. The unfavorable impact on revenues from
the movement of currency exchange rates was partially offset by the favorable
impact of currency exchange rates on Company restaurant expenses and selling,
general and administrative expenses, resulting in a net unfavorable impact on
income from operations of $3 million and $8 million for the three and nine
months ended March 31, 2009, respectively. 

Company restaurant revenues increased by $13 million, or 3%, to $449 million and
by $94 million, or 7%, to $1,419 million for the three and nine months ended
March 31, 2009, respectively, compared to the same periods in the prior year.
These increases were primarily as a result of the addition of 144 Company
restaurants (net of closures and sales of Company restaurants to franchisees, or
"refranchisings") during the twelve months ended March 31, 2009, including the
net acquisition of 113 franchise restaurants. The increase in Company restaurant
revenues during the three month period was partially offset by negative
worldwide Company comparable sales growth of (0.2%) (in constant currencies) and
by $32 million of unfavorable impact from the significant movement of currency
exchange rates for the three month period. For the nine month period, Company
restaurant revenues also increased as a result of worldwide Company comparable
sales growth of 1.3% (in constant currencies), partially offset by $52 million
of unfavorable impact from the significant movement of currency exchange rates
for the nine months ended March 31, 2009. 

Total franchise revenues decreased by $4 million, or 3%, to $125 million for the
three months ended March 31, 2009 compared to the same period in the prior year.
Although the net number of franchise restaurants increased by 211 during the
twelve months ended March 31, 2009 and the Company experienced worldwide
franchise comparable sales growth of 1.1% (in constant currencies) and a higher
effective royalty rate in the U.S. during the three month period, these factors
were more than offset by a $10 million unfavorable impact from the movement of
currency exchange rates for the period. During the nine month period, total
franchise revenues increased by $11 million, or 3%, to $405 million compared to
the same period in the prior year, primarily as a result of the increase in
franchise restaurant count, worldwide franchise comparable sales growth of 2.7%
(in constant currencies) for the period and a higher effective royalty rate in
the U.S. These factors were partially offset by a $15 million unfavorable impact
from the movement of currency exchange rates for the nine month period. 

Total property revenues decreased by $3 million, or 10%, to $26 million and by
$6 million, or 7%, to $84 million for the three and nine months ended March 31,
2009, respectively, compared to the same periods in the prior year. The decrease
for both the three and nine month periods was primarily due to $2 million and $4
million, respectively, of unfavorable impact from the movement of currency
exchange rates and the net effect of changes to our property portfolio, which
includes the impact of the closure or acquisition of restaurants leased to
franchisees. These factors were partially offset by worldwide franchise
comparable sales growth for the three and nine month periods, respectively,
resulting in increased percentage rents. 

Worldwide comparable sales growth of 1.0% and 2.5% (in constant currencies) for
the three months and nine months ended March 31, 2009, respectively, was driven
by our strategic pricing initiatives and our barbell menu strategy of innovative
indulgent products and value menu items, including the successful multi-market
promotion of the Angry Whopper sandwich limited time offer and the U.S. launch
of BK Burger Shots and BK Breakfast Shots during the three month period.
Comparable sales during the three month period were negatively impacted by
significant traffic declines in the month of March across many of the markets in
which we operate, with Germany and Mexico most affected. The deceleration in
comparable sales was driven by continued adverse macroeconomic conditions, a
slowdown in the breakfast daypart in the U.S. and heavy discounting by our major
competitor in the U.S. and Germany, as well as the loss of a trading day and the
shift of the Easter holiday. 

U.S. and Canada

In the U.S. and Canada, Company restaurant revenues increased by $45 million, or
16%, to $328 million and by $144 million, or 17%, to $1,001 million during the
three and nine months ended March 31, 2009, respectively, compared to the same
periods in the prior year. These increases were primarily as a result of a net
increase of 136 Company restaurants during the twelve months ended March 31,
2009, including the net acquisition of 113 franchise restaurants. Company
restaurant revenues also increased as a result of Company comparable sales
growth of 1.6% and 1.7% (in constant currencies) for the three and nine month
periods, respectively. These increases were partially offset by an $8 million
and a $16 million unfavorable impact from the movement of currency exchange
rates in Canada for the three and nine months ended March 31, 2009,
respectively. 

Franchise revenues in the U.S. and Canada increased by $1 million, or 1%, to $77
million and by $7 million, or 3%, to $241 million during the three and nine
months ended March 31, 2009, respectively, compared to the same periods in the
prior year. These increases were primarily a result of franchise comparable
sales growth of 1.6% and 2.2% (in constant currencies) for the three and nine
month periods, respectively, and a higher effective royalty rate in the U.S.
These factors were partially offset by the loss of royalties from 111 fewer
franchise restaurants compared to the same periods in the prior year, primarily
due to the net acquisition of 113 franchise restaurants. The impact from the
movement of currency exchange rates was not significant for the three and nine
month periods. 

Comparable sales growth in the U.S. and Canada of 1.6% (in constant currencies)
for the three months ended March 31, 2009 was driven primarily by our strategic
pricing initiatives, a significant sales increase in the late night daypart as a
result of our competitive hours initiative and successful product promotions,
including the U.S. launch of BK Burger Shots and BK Breakfast Shots and the
Angry Whopper sandwich limited time offer. SuperFamily promotions, such as The
Pink Panther, Cabbage Patch Kids, Monster Jam and the Kid`s Choice Awards,
contributed to positive comparable sales. Comparable sales during the three
month period were negatively impacted by significant traffic declines in the
month of March, driven by continued adverse macroeconomic conditions, a slowdown
in the breakfast daypart and heavy discounting by our major competitor, as well
as the loss of a trading day and the shift in the Easter holiday. 

Comparable sales growth in the U.S. and Canada of 2.2% (in constant currencies)
for the nine months ended March 31, 2009 was driven primarily by the initiatives
and promotions noted for the three month period, as well as the introduction of
the new BK Kids Meal (including Kraft Macaroni and Cheese and BK Fresh Apple
Fries), the Spicy Chicken BK Wrapper and the Whopper Virgins marketing campaign.
SuperFamily promotions, such as those noted for the three month period as well
as The Simpsons, iDog and a Nintendo giveaway promotional tie-in with the BK
Crown Card, also contributed to positive comparable sales. 

EMEA/APAC

In EMEA/APAC, Company restaurant revenues decreased by $28 million, or 21%, to
$108 million and by $47 million, or 11%, to $371 million, during the three and
nine months ended March 31, 2009, respectively, compared to the same periods in
the prior year. For the three month period, this decrease was primarily due to a
$20 million unfavorable impact from the movement of currency exchange rates and
negative Company comparable sales growth of (4.0%) (in constant currencies).
Company restaurant revenues were negatively impacted by significant traffic
declines in the month of March, particularly in Germany, the Company`s second
largest Company restaurant market worldwide and the largest in EMEA/APAC. For
the nine month period, the decrease in Company restaurant revenues was primarily
due to a $30 million unfavorable impact from the movement of currency exchange
rates and lost Company restaurant revenues due to the refranchising of
restaurants in the prior year, primarily in Germany and the U.K. 

Franchise revenues in EMEA/APAC decreased by $5 million, or 12%, to $37 million
during the three months ended March 31, 2009 compared to the same period in the
prior year, primarily driven by a $9 million unfavorable impact from the
movement of currency exchange rates and negative franchise comparable sales
growth of (0.1%) (in constant currencies) for the period. This decrease was
partially offset by the net increase of 241 franchise restaurants during the
twelve months ended March 31, 2009. Franchise revenues increased by $2 million,
or 2%, to $128 million during the nine months ended March 31, 2009, compared to
the same period in the prior year. This increase was primarily driven by the net
increase in franchise restaurants during the trailing twelve month period and
franchise comparable sales growth of 3.5% (in constant currencies) for the
period, partially offset by a $13 million unfavorable impact from the movement
of currency exchange rates. 

Property revenues in EMEA/APAC decreased by $2 million, or 25%, to $6 million
and by $5 million, or 21%, to $19 million for the three and nine months ended
March 31, 2009, respectively, compared to the same periods in the prior year.
The decrease for both the three and nine month periods was primarily due to a $2
million and $4 million unfavorable impact from the movement of currency exchange
rates, respectively, and the net effect of changes to our property portfolio,
which includes the impact of the closure or acquisition of restaurants leased to
franchisees. In addition, property revenues were adversely affected by negative
franchise comparative sales growth of (0.1%) for the three month period.
However, percentage rents increased as a result of franchise comparable sales
growth of 3.5% for the nine month period, which partially offset the unfavorable
impact of currency exchange rates as noted above. 

The EMEA/APAC segment experienced negative comparable sales of (0.6%) (in
constant currencies) during the three months ended March 31, 2009, primarily due
to an unanticipated traffic slowdown in the month of March, particularly in
Germany, caused by adverse macroeconomic factors and heavy discounting by our
major competitor in Germany, as well as the loss of a trading day and the shift
in the Easter holiday. However, we continued to focus during the quarter on
operational improvements and high quality indulgent products, such as the Double
Smoke BBQ Angus Whopper limited time offers in the U.K. and the new Chicken
Range sandwich in Australia. 

Comparable sales growth of 3.1% (in constant currencies) for the nine months
ended March 31, 2009 was driven primarily by our strategic pricing initiatives
as well as successful product promotions, such as the promotions noted for the
three month period as well as Whopper sandwich limited time offers throughout
the region, BK Fusion Real Ice Cream and the Long Chicken sandwich limited time
offers in Spain. SuperFamily promotions, such as The Simpsons, iDog, Crayola and
Secret Palazz, positively impacted comparable sales for the nine month period. 

Latin America

In Latin America, Company restaurant revenues decreased by $4 million, or 24%,
to $13 million and by $3 million, or 6%, to $47 million during the three and
nine months ended March 31, 2009, respectively, compared to the same periods in
the prior year. These decreases were primarily due to a $4 million and $6
million unfavorable impact from the movement of currency exchange rates and
negative Company comparable sales growth of (5.1%) and (0.4%) (in constant
currencies) for the three and nine month periods, respectively. Company
restaurant revenues were negatively impacted by significant traffic declines in
the month of March in Mexico, the only Company restaurant market in Latin
America. These factors were partially offset by a net increase of six Company
restaurants during the twelve months ended March 31, 2009. 

Latin America franchise revenues remained unchanged at $11 million during the
three months ended March 31, 2009, compared to the same period in the prior
year. Although the net number of franchise restaurants increased by 81 during
the twelve months ended March 31, 2009, and franchise comparable sales growth
was 1.9% (in constant currencies) for the period, these factors were offset by a
$1 million unfavorable impact from the movement of currency exchange rates for
the period. During the nine months ended March 31, 2009, franchise revenues
increased by $2 million, or 6%, to $36 million, compared to the same period in
the prior year, primarily as a result of the net increase in franchise
restaurants during the trailing twelve month period and franchise comparable
sales growth of 3.9% (in constant currencies) for the nine month period. These
factors were partially offset by a $2 million unfavorable impact from the
movement of currency exchange rates for the nine month period. 

Comparable sales growth in Latin America of 1.3% and 3.6% (in constant
currencies) for the three and nine months ended March 31, 2009, respectively,
was driven by the continued focus on our barbell menu strategy featuring
everyday value platforms and affordably indulgent products. Our results were
fueled by the successful promotion of indulgent products across most countries
in the region, such as the introduction of the Angry Whopper sandwich, the
Steakhouse burger platform and the new BK Fish Wrap for Lenten season, as well
as the continued offering of the Mushroom & Swiss Steakhouse Burger in Central
America, Puerto Rico and the Caribbean, and the Whopper Mania promotion in
Argentina. We continued to focus on value with the Come Como Rey (Eat Like a
King) everyday value menu in Mexico and Central America, the XL double burger
value promotion in Argentina, Chile and Dominican Republic and the new Apple BK
Bites dessert. In addition, our regional Latin Billboards music promotion in
selected markets in the region and strong kids properties such as Cabbage Patch
Kids, Monster Jam and The Pink Panther positively impacted comparable sales. 

Comparable sales during the three months ended March 31, 2009 were negatively
impacted by significant traffic declines in Mexico during the month of March due
to adverse socioeconomic conditions and the resulting slowdown in tourism, the
devaluation of the local currency and the lower influx of remittances from the
U.S. The loss of the trading day and the shift in the Easter holiday also
negatively impacted sales performance. Comparable sales for both periods were
also adversely affected by softer performance in Puerto Rico due to current
socioeconomic conditions as well as the introduction of a VAT tax, which has
negatively affected disposable income. 

Additional information regarding the key performance measures discussed above is
as follows:

 Key Revenue Performance Measures                                                                
                                          As of March 31,                                      
                                                                        Increase/        
                                          2009           2008           (Decrease)       
 Number of Company restaurants:                                                          
 U.S. & Canada                            1,054          918            136             
 EMEA/APAC                                296            294            2               
 Latin America                            88             82             6               
 Total                                    1,438          1,294          144             
 Number of franchise restaurants:                                                        
 U.S. & Canada                            6,468          6,579          (111    )       
 EMEA/APAC                                2,936          2,695          241             
 Latin America                            968            887            81              
 Total                                    10,372         10,161         211             
 Number of system restaurants:                                                           
 U.S. & Canada                            7,522          7,497          25              
 EMEA/APAC                                3,232          2,989          243             
 Latin America                            1,056          969            87              
 Total                                    11,810         11,455         355             
                                                                                         


                                                                                                                                               
                                                         Three Months Ended                             Nine Months Ended                          
                                                         March 31,                                      March 31,                                  
                                                              2009                   2008            2009                   2008             
                                                         (In Constant Currencies)                                                                    
 Company Comparable Sales Growth:                                                                                                              
 U.S. & Canada                                                1.6   %              3.5   %             1.7   %              2.6   %    
 EMEA / APAC                                                  (4.0  )%             5.3   %             0.3   %              4.0   %    
 Latin America                                                (5.1  )%             6.2   %             (0.4  )%             1.4   %    
 Total Company Comparable Sales Growth                        (0.2  )%             4.1   %             1.3   %              3.0   %    
                                                                                                                                               
 Franchise Comparable Sales Growth:                                                                                                            
 U.S. & Canada                                                1.6   %              5.7   %             2.2   %              5.8   %    
 EMEA / APAC                                                  (0.1  )%             7.0   %             3.5   %              5.9   %    
 Latin America                                                1.9   %              5.7   %             3.9   %              4.2   %    
 Total Franchise Comparable Sales Growth                      1.1   %              6.1   %             2.7   %              5.7   %    
                                                                                                                                               
 System Comparable Sales Growth:                                                                                                               
 U.S. & Canada                                                1.6   %              5.4   %             2.2   %              5.4   %    
 EMEA/APAC                                                    (0.6  )%             6.8   %             3.1   %              5.6   %    
 Latin America                                                1.3   %              5.8   %             3.6   %              4.0   %    
 Total System Comparable Sales Growth                         1.0   %              5.8   %             2.5   %              5.4   %    
                                                                                                                                               
 Sales Growth:                                                                                                                                 
 U.S. & Canada                                                2.8   %              6.4   %             3.0   %              5.9   %    
 EMEA/APAC                                                    6.3   %              14.6  %             9.6   %              13.1  %    
 Latin America                                                7.2   %              14.1  %             11.2  %              12.4  %    
 Total worldwide sales growth                                 4.1   %              9.2   %             5.5   %              8.2   %    
                                                                                                                                                       
                                                         (In Actual Currencies)                                                                      
 Worldwide average restaurant sales(In thousands) (1)    $    294             $    313            $    949             $    963        
                                                                                                                                               
 (1) The worldwide average restaurant sales (ARS) shown above includes the unfavorable impact of currency exchange rates of $22,000 and $35,000 for the three months and nine months ended March 31, 2009, respectively. 


The following table represents sales at franchise restaurants. Although the
Company does not record franchise sales as revenues, royalty revenues are based
on a percentage of franchise sales and are reported as franchise revenues by the
Company.

                                         Three Months Ended March 31,                                                 Nine Months Ended March 31,                                                
                                         2009                2008                % Increase/ (Decrease)                  2009               2008         % Increase/ (Decrease)          
 Franchise sales: (Dollars in millions)                                                                                                                                                  
 U.S. & Canada                           $     1,952        $     1,952        -                               $     6,074        $     6,044        -                             
 EMEA/APAC                                     818                932          (12       ) %                         2,811              2,793        1         %                   
 Latin America                                 215                220          (2        ) %                         712                666          7         %                   
 Total worldwide (1)                     $     2,985        $     3,104        (4        ) %                   $     9,597        $     9,503        1         %                   
                                                                                                                                                                                                      
 (1) The total worldwide franchise sales shown above includes the unfavorable impact of currency exchange rates of $218 million and $355 million for the three and nine months ended March 31, 2009, respectively. 


 Company Restaurant Margin (Dollars in millions)                                                               
                                                                                                               
                                 Percent of Revenues (1)                  Amount                           
 Three Months Ended March 31,    2009                  2008             2009                2008       
                                                                                                               
 Company restaurants:                                                                                 
 U.S. & Canada                   12.7   %             13.1   %        $    41           $    38   
 EMEA/APAC                       7.6    %             12.0   %             8                 16   
 Latin America                   20.0   %             23.6   %             3                 4    
 Total                           11.7   %             13.2   %        $    52           $    58   
                                                                                                      
 (1) Calculated using dollars expressed in hundreds of thousands.                                              
                                                                                                               
                                 Percent of Revenues (1)                  Amount                           
 Nine Months Ended March 31,     2009                  2008             2009               2008       
 Company restaurants:                                                                                 
 U.S. & Canada                   12.6   %             14.5   %        $    125          $    125  
 EMEA/APAC                       11.8   %             14.2   %             44                59   
 Latin America                   20.8   %             24.2   %             10                12   
 Total                           12.6   %             14.8   %        $    179          $    196  
                                                                                                               
 (1) Calculated using dollars expressed in hundreds of thousands.                                              


                                                                       Three Months Ended                  Nine Months Ended                 
                                                                       March 31,                           March 31,                         
 Company restaurant expenses as a percentage of revenues: (1)          2009               2008           2009               2008         
 Food, paper and product costs                                         31.8  %           31.1  %       32.2  %           31.1  %     
 Payroll and employee benefits                                         32.0  %           30.5  %       31.0  %           29.9  %     
 Occupancy and other operating costs                                   24.5  %           25.2  %       24.2  %           24.2  %     
 Total Company restaurant expenses                                     88.3  %           86.8  %       87.4  %           85.2  %     
 (1) Calculated using dollars expressed in the hundreds of thousands.                                                                    


Total Company Restaurant Margin

Total Company restaurant margin decreased by $6 million to $52 million and by
$17 million to $179 million for the three and nine months ended March 31, 2009,
respectively, compared to the same periods in the prior year. These decreases
reflect the impact of significant traffic declines in the U.S and Canada and
EMEA/APAC in March, which resulted in labor inefficiencies, increases in
commodity costs in all segments, including the currency exchange impact of cross
border purchases, and increased labor costs in EMEA. In addition, the movement
of currency exchange rates had a $3 million and $5 million unfavorable impact on
Company restaurant margin for the three and nine month periods, respectively,
primarily in EMEA. These decreases were partially offset by $6 million (for the
three month period) and $18 million (for the nine month period) of incremental
margin dollars derived from the net acquisition of 113 Company restaurants in
the U.S. and Canada during the twelve months ended March 31, 2009. 

As a percentage of revenues, Company restaurant margin decreased by 1.5% and
2.2% for the three and nine months ended March 31, 2009, reflecting the impact
of the factors noted above. 

U.S. and Canada

Company restaurant margin in the U.S. and Canada increased by $3 million to $41
million for the three months ended March 31, 2009, compared to the same period
in the prior year. This increase was primarily driven by the benefits realized
from the net addition of 136 Company restaurants during the twelve months ended
March 31, 2009 and from accelerated depreciation related to the reimaging of
Company restaurants recorded in the prior year, partially offset by declining
traffic resulting in labor inefficiencies, increases in commodity prices,
including the currency exchange impact of cross border purchases in Canada,
additional expense due to the disposal of toy premium inventory containing
phthalates, a plasticizer used in vinyl toys and the redemption of coupons. In
addition, the movement of currency exchange rates had a $1 million unfavorable
impact on Company restaurant margin for the three month period. 

Company restaurant margin in the U.S. and Canada remained unchanged at $125
million for the nine months ended March 31, 2009, compared to the same period in
the prior year. Although the benefits realized from the net addition of 136
Company restaurants during the twelve months ended March 31, 2009 and positive
Company comparable sales for the nine month period positively impacted Company
restaurant margin, these factors were offset by increased commodity costs and a
$1 million unfavorable impact from the movement of currency exchange rates in
Canada. 

As a percentage of revenues, Company restaurant margin in the U.S. and Canada
decreased by 0.4% and 1.9% for the three and nine months ended March 31, 2009,
respectively, reflecting the impact of increased commodity and labor costs as
well as inventory write-offs and adjustments. These decreases were partially
offset by the benefits realized from the accelerated depreciation related to the
reimaging of Company restaurants recorded in the prior year and positive Company
comparable sales. 

Although commodity and other food costs increased during the three and nine
month periods, as compared to the same periods in the prior year, the cost of
many of our core commodities reached historical highs during the first quarter
of fiscal 2009 and have moderated since. 

EMEA/APAC

Company restaurant margin in EMEA/APAC decreased by $8 million to $8 million and
by $15 million to $44 million for the three and nine months ended March 31,
2009, respectively, compared to the same periods in the prior year. These
decreases reflect the impact of government mandated and contractual increases in
labor costs in Germany, increases in commodity costs across all countries in the
segment, including the currency exchange impact of cross border purchases,
income resulting from a lease termination fee recorded in the U.K. in the prior
year and the unfavorable impact from the movement in currency exchange rates of
$1 million and $3 million for the three and nine month periods, respectively.
The decrease for the three month period also reflects the unfavorable impact
from significant traffic declines in the month of March, particularly in
Germany, which resulted in negative Company comparable sales growth and labor
inefficiencies. 

As a percentage of revenues, Company restaurant margin in EMEA/APAC decreased by
4.4% and 2.4% for the three and nine months ended March 31, 2009, respectively,
from the prior year periods primarily due to the factors noted above. 

Latin America

Company restaurant margin in Latin America decreased by $1 million to $3 million
and by $2 million to $10 million for the three and nine months ended March 31,
2009, respectively, compared to the same periods in the prior year. These
decreases reflect the impact of commodity cost increases, including the currency
exchange impact of cross border purchases, significant traffic declines in
Mexico during the month of March resulting in negative Company comparable sales
growth for both periods, and the unfavorable impact from the movement of
currency exchange rates of $1 million for both the three and nine month periods.
These decreases were partially offset by a net increase of six Company
restaurants during the twelve months ended March 31, 2009. 

As a percentage of revenues, Company restaurant margin in Latin America
decreased by 3.6% and 3.4% for the three and nine months ended March 31, 2009,
respectively, reflecting the unfavorable impact from increased commodity costs
and negative Company comparable sales growth.

 Selling, General and Administrative Expenses (Dollars in millions):                                                                                                                                          
                                                                                                                                                                                                              
                                                       Three Months Ended March 31,                                             Nine Months Ended March 31,                                               
                                                             2009              2008        % Increase/ (Decrease)               2009              2008        % Increase/ (Decrease)          
                                                                                                                                                                                                 
 Selling Expenses                                      $     22          $     22          0             %               $     70          $     67          4         %                   
 General and Administrative Expenses                         93                104         (11           )%                    290               303         (4        )%                  
 Total Selling, General and Administrative Expenses    $     115         $     126         (9            )%              $     360         $     370         (3        )%                  


Selling expenses remained unchanged at $22 million for the three months ended
March 31, 2009, compared to the same period in the prior year. Although sales
and promotion expenses increased by $2 million due to increased sales at our
Company restaurants, this increase was offset by a $2 million favorable impact
from the movement of currency exchange rates. 

General and administrative expenses decreased by $11 million, or 11%, to $93
million for the three months ended March 31, 2009, compared to the same period
in the prior year. The decrease is primarily attributable to $3 million in
savings from cost containment initiatives, a decrease of $1 million in deferred
compensation expense and an $8 million favorable impact from the movement of
currency exchange rates. 

Selling expenses increased by $3 million, or 4%, to $70 million for the nine
months ended March 31, 2009, compared to the same period in the prior year.
Although sales and promotion expenses increased by $6 million due to increased
sales at our Company restaurants, these expenses were partially offset by a $3
million favorable impact from the movement of currency exchange rates. 

General and administrative expenses decreased by $13 million, or 4%, to $290
million for the nine months ended March 31, 2009, compared to the same period in
the prior year. There was a $7 million decrease in deferred compensation
expense, which was fully offset by net losses on investments held in the rabbi
trust recorded in other operating (income) expense, net, a $9 million favorable
impact from the movement of currency exchange rates and $8 million in savings
from cost containment initiatives. However, these factors were partially offset
by an increase of $3 million in stock-based compensation, an incremental
increase of $3 million in amortization of franchise rights associated with the
acquisition of restaurants, an increase in bad debt expense of $3 million and $2
million in bad debt recoveries recognized in the prior year. 

Annual stock-based compensation expense is expected to increase through fiscal
year 2010, as a result of our adoption of Financial Accounting Standards Board
("FASB") Statement of Financial Accounting Standards No. 123R, "Share-based
Payment" in fiscal 2007, which has resulted in stock-based compensation expense
only for awards granted subsequent to our initial public offering. 

Other Operating (Income) Expense, Net

Other operating income, net, for the three months ended March 31, 2009 of $1
million includes a $4 million gain from the refranchising of Company restaurants
in the US and Canada, partially offset by $1 million of net losses on
investments held in the rabbi trust, which were fully offset by a corresponding
decrease in deferred compensation expense reflected in general and
administrative expenses, and $1 million of net expense related to the
remeasurement of foreign denominated assets and the expense related to the use
of foreign currency forward contracts used to hedge the currency exchange impact
on such assets. 

Other operating income, net, for the three months ended March 31, 2008 of $6
million includes a net gain of $11 million from the disposal of real estate and
other assets, primarily from the refranchising of Company restaurants in
Germany, partially offset by $3 million in losses from vacant property
provisions recorded in the U.S. and U.K. and $1 million of franchise system
distress costs in the U.K. 

Other operating expense, net, for the nine months ended March 31, 2009 of $14
million includes $7 million of net losses on investments held in the rabbi
trust, which were fully offset by a corresponding decrease in deferred
compensation expense reflected in general and administrative expenses, $2
million of charges associated with the acquisition of franchise restaurants from
a large franchisee in the U.S. and $8 million of net expense related to the
remeasurement of foreign denominated assets and the expense related to the use
of foreign currency forward contracts used to hedge the currency exchange impact
on such assets. These expenses were partially offset by a $4 million gain from
the refranchising of Company restaurants in the U.S. and Canada. 

Other operating income, net, for the nine months ended March 31, 2008 of $7
million includes net gains of $16 million from the disposal of real estate and
other assets, primarily in Germany and the U.S. and a gain of $2 million on
forward currency contracts used to hedge intercompany loans denominated in
foreign currencies. These gains were partially offset by $4 million in losses
from vacant property provisions recorded in the U.S and U.K., $3 million of
franchise system distress costs in the U.K., which includes a $1 million payment
made to our sole distributor, $2 million of foreign currency transaction losses
and $1 million in charges for litigation reserves.

 Income from Operations (by Segment) (Dollars in millions):                                                                                                                       
                                                                                                                                                                                  
                Three Months Ended March 31,                                                     Nine Months Ended March 31,                                                  
                2009                  2008                  % Increase / (Decrease)           2009                  2008                  % Increase / (Decrease)      
                                                                                                                                                                      
 U.S. & Canada  $    88             $    79             11        %                     $    256            $    264            (3            )%            
 EMEA/APAC           11                  26             (58       )%                         57                  73             (22           )%            
 Latin America       7                   9              (22       )%                         27                  29             (7            )%            
 Unallocated         (30  )              (33  )         (9        )%                         (88  )              (94  )         (6            )%            
 Total (1)      $    76             $    81             (6        )%                    $    252            $    272            (7            )%            
                                                                                                                                                                      
 (1) Total income from operations shown above includes the unfavorable impact of currency exchange rates, which was $3 million and $8 million, for the three and nine months ended March 31, 2009, respectively. 


Interest Expense, Net

Interest expense, net decreased by $3 million during the three months ended
March 31, 2009, compared to the same period in the prior year, reflecting a
decrease in rates paid on borrowings during the period. The weighted average
interest rates for the three months ended March 31, 2009 and 2008 were 4.8% and
6.3%, respectively, which included the impact of interest rate swaps on 68% and
46% of our term debt, respectively. 

Interest expense, net decreased by $6 million during the nine months ended March
31, 2009, compared to the same period in the prior year, primarily reflecting a
decrease in rates paid on borrowings during the period. The weighted average
interest rates for the nine months ended March 31, 2009 and 2008 were 5.2% and
6.6%, respectively, which included the impact of interest rate swaps on 70% and
48% of our term debt, respectively. 

Income Taxes

Income tax expense was $16 million for the three months ended March 31, 2009,
resulting in an effective tax rate of 25.4%, primarily due to the resolution of
tax audits. 

Income tax expense was $24 million for the three months ended March 31, 2008,
resulting in an effective tax rate of 36.9%. During the three months ended March
31, 2008, we recorded a tax charge of $2 million primarily related to the
resolution of a foreign audit and law changes. 

Income tax expense was $69 million for the nine months ended March 31, 2009,
resulting in an effective tax rate of 32.9%, primarily due to currency
fluctuations, the current mix of income from multiple tax jurisdictions and the
resolutions of tax audits. 

Income tax expense was $85 million for the nine months ended March 31, 2008,
resulting in an effective tax rate of 37.9%. During the nine months ended March
31, 2008, we recorded a tax charge of $9 million primarily related to law
changes in various jurisdictions and a tax benefit of $4 million due to the
release in valuation allowance as it was determined that certain deferred tax
assets would be realized. 





Burger King Holdings, Inc., Miami
BKC Media Relations
Susan Robison, 305-378-7277
mediainquiries@whopper.com
or
BKC Investor Relations
Amy Wagner, 305-378-7696
awagner@whopper.com

Copyright Business Wire 2009

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