11-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE,
SAVINGS AND SIMILAR PLANS
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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þ |
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2008 |
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to |
Commission File Number 001-32875
A. Full title of the plan and the address of the plan if different from that of the issuer named
below:
Burger King Savings Plan
B: Name of issuer of the securities held pursuant to the plan and the address of its principal
executive office:
Burger King Holdings, Inc.
5505 Blue Lagoon Drive
Miami, Florida 33126
REQUIRED INFORMATION
The Burger King Savings Plan (Plan) is subject to the requirements of the Employee Retirement
Income Security Act of 1974 (ERISA). Plan financial statements and schedules prepared in
accordance with the financial reporting requirements of ERISA are filed hereto. The consent of the
Independent Registered Public Accounting Firm is filed as Exhibit 23.1.
BURGER KING SAVINGS PLAN
Table of Contents
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1 |
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2 |
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3 |
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4-12 |
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Supplemental Schedule: |
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13 |
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14 |
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Exhibits: |
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15 |
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Report of Independent Registered Public Accounting Firm
Benefits and Investment Committee
Burger King Corporation
We have audited the accompanying statements of net assets available for benefits of the Burger King
Savings Plan (the Plan) as of December 31, 2008 and 2007, and the related statement of changes in net
assets available for benefits for the year ended December 31, 2008. These financial statements are
the responsibility of the Plans management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Plans internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31, 2008 and 2007, and
the changes in its net assets available for benefits for the year ended December 31, 2008 in
conformity with accounting principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the financial statements taken
as a whole. The accompanying supplemental Schedule of Assets (Held at End of Year) as of December
31, 2008 is presented for the purpose of additional analysis and is not a required part of the
basic financial statements, but is supplementary information required by the Department of Labors
Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security
Act of 1974. The supplemental schedule is the responsibility of the Plans management and has been
subjected to the auditing procedures applied in the audit of the basic 2008 financial statements
and, in our opinion, is fairly stated in all material respects in relation to the basic 2008
financial statements taken as a whole.
/s/
Cherry, Bekaert & Holland, L.L.P.
Tampa, Florida
June 17, 2009
BURGER KING SAVINGS PLAN
Statements of Net Assets Available for Benefits
December 31, 2008 and 2007
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2008 |
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2007 |
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Assets: |
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Investments, at fair value: |
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Interest in mutual funds |
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$ |
36,549,194 |
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$ |
63,163,656 |
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Interest in collective trusts |
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54,811,907 |
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62,136,273 |
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Interest in other investments |
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139,626 |
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179,701 |
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Burger King Holdings, Inc. common stock |
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402,230 |
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216,408 |
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Participant Loans |
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4,740,951 |
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4,299,666 |
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Total investments |
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96,643,908 |
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129,995,704 |
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Receivables: |
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Employers contributions |
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181,826 |
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176,469 |
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Participants contributions |
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224,995 |
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234,159 |
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Accrued interest |
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1,038 |
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635 |
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Total receivables |
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407,859 |
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411,263 |
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Cash |
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33,813 |
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30,074 |
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Net assets available for benefits at fair value |
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97,085,580 |
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130,437,041 |
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Adjustment from fair value to contract value for
fully benefit-responsive investment contracts |
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6,563,258 |
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389,422 |
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Net assets available for benefits |
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$ |
103,648,838 |
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$ |
130,826,463 |
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See accompanying notes to financial statements.
2
BURGER KING SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2008
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Additions to net assets attributed to: |
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Investment income: |
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Dividends |
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$ |
2,151,106 |
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Interest |
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311,879 |
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Net investment income |
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2,462,985 |
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Contributions: |
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Participant rollovers |
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587,527 |
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Employer |
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5,748,696 |
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Participants |
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7,888,569 |
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Total contributions |
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14,224,792 |
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Total additions |
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16,687,777 |
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Deductions from net assets attributed to: |
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Benefits paid to participants |
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10,266,301 |
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Net depreciation in fair value of investments |
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33,531,465 |
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Administrative expenses |
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67,636 |
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Total deductions |
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43,865,402 |
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Net decrease |
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(27,177,625 |
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Net assets available for benefits, beginning of year |
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130,826,463 |
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Net assets available for benefits, end of year |
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$ |
103,648,838 |
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See accompanying notes to financial statements.
3
BURGER KING SAVINGS PLAN
Notes to Financial Statements
December 31, 2008 and 2007
Note 1 Description of the Plan
The following description of the Burger King Savings Plan (the Plan) provides only general
information. Participants should refer to the Plan document for a more complete description of the
Plans provisions. A copy of the Plan was filed as Exhibit 10.40 to the Registration Statement on
Form S-8 (File No. 333-144592) filed on July 16, 2007 with the Securities and Exchange Commission.
The Plan is a defined contribution plan and is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA). Merrill Lynch Bank & Trust Company, FSB, Minneapolis,
Minnesota, is the trustee of the Plan (the Trustee) effective July 1, 2007. Wachovia Bank, NA was the trustee of the plan for the period April 1, 2007 through June 30, 2007. Prior to April 1,
2007 Ameriprise Trust Company was the trustee of the Plan.
The Plan was adopted on October 1, 1990 by the board of directors of Burger King Corporation (the
Company, Plan Administrator and Sponsor) under Section 401(k) of the Internal Revenue Code (the
Code). Eligible employees of the Company may elect to contribute to the Plan a percentage of their pretax
annual compensation. These contributions are tax deferred within the meaning of Section 401(k) of
the Code. Earnings from these contributions accumulate in the Plan free of tax. At the inception of
the Plan, participant accounts of all employees of the Sponsor participating in the Pillsbury
Savings Plan (the Pillsbury Plan) were transferred into the Plan effective October 1, 1990.
Effective January 1, 2006, the Plan was amended to convert to a Safe Harbor Plan, to provide for
catch-up contributions by participants who have attained age 50 before the close of the plan year,
to satisfy the alternative methods of meeting nondiscrimination requirements, and redefine employer
matching contributions.
Effective July 20, 2007, the Plan was amended to permit participants to invest a portion of their
contributions in the common stock of Burger King Holdings, Inc., the parent of the Company
(Employer Stock), subject to certain limitations. Participants may invest no more than 10% of
their contributions and the Companys matching contributions in Employer Stock.
Eligibility and Participation
Participation in the Plan is voluntary. Under the Plan, those eligible to participate are all
employees who are age 21 or older and have completed 1,000 hours of service during a 12-month
period ending on the first anniversary of date of hire or subsequent calendar years, who are not
leased employees, who are not members of a collective bargaining unit, and who are not temporary
employees. Once these requirements are met, employees who enroll in the Plan will be eligible to
participate on the first day of the month following the date on which they became eligible.
Contributions
A participant can elect to contribute up to 50% of their compensation (base pay plus overtime,
including sick leave, vacation, and holiday pay) to the Plan (the basic contribution). Contribution
amounts are limited in order to comply with IRS regulations. The participants basic contributions
cannot exceed $15,500, and eligible annual compensation cannot exceed $230,000 for the years ended
December 31, 2008 and 2007.
4
BURGER KING SAVINGS PLAN
Notes to Financial Statements
December 31, 2008 and 2007
Note 1 Description of the Plan (continued)
The Plan was amended effective January 1, 2006 whereby the Company matches 100% of the first 6% of
compensation which has been contributed by a participant. In addition, participants may roll over
to the Plan eligible distributions which they received from the qualified plans of previous
employers.
The Company may also make a non-elective contribution to the Plan for any Plan year. Non-elective
contributions may be made on behalf of all participants or on behalf of non-highly compensated
employees only, and shall be allocated to the participants based on compensation.
Participants are fully vested in their basic contributions. Prior to the change to a Safe Harbor
Plan, a participants interest in matching contributions prior to the 2006 Plan year vest at a rate
of 20% per year of continuous service with 100% vesting after five years. A participants interest
in non-elective contributions vests after 5 years of continuous service. However, if a
participants service is terminated due to retirement, disability, or death, the matching
contributions are deemed to be fully vested.
Any non-vested portion of matching contributions credited to the accounts of participants who
withdraw prior to becoming fully vested is forfeited and used by the Company to reduce future
matching contributions and/or payment of eligible administrative expenses. The Company utilized
$264,474 of forfeitures to reduce its matching contribution and for payment of eligible
administrative expenses for the year ended December 31, 2008. Unutilized forfeitures were $116,004
and $303,195 at December 31, 2008 and 2007, respectively.
Payment of Benefits
Upon an employees termination of service, the Plan provides for a lump-sum distribution or
installment payments equal to the total value of the participants basic contribution account and
predecessor plan account, if any, and the vested portion of his/her matching contribution account.
Note 2 Summary of Significant Accounting Policies
General
Plan assets held under the Burger King Savings Plan are not subject to any outside liens, pledges,
or other security interests. The Trustee does not insure any Plan assets.
As described in Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP 94-4-1,
Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies
Subject to the AICPA Investment Company Guide and Defined Contribution Health and Welfare and
Pension Plans (the FSP), investment contracts held by a defined contribution plan are required to
be reported at fair value. However, contract value is the relevant measurement attribute for that
portion of the net assets available for benefits of a defined contribution plan attributable to
fully benefit responsive investment contracts because contract value is the amount participants
would receive if they were to initiate permitted transactions under the terms of the plan. As
required by the FSP, the Statement of Net Assets Available for Benefits presents the fair value of
the investment contracts as well as the adjustment of the fully benefit responsive investment
contracts from fair value
5
BURGER KING SAVINGS PLAN
Notes to Financial Statements
December 31, 2008 and 2007
Note 2 Summary of Significant Accounting Policies (continued)
to contract value. The investment contracts are among the underlying assets held in Retirement
Preservation Trust collective trust.
Basis of Accounting
The accompanying financial statements have been prepared on the accrual basis of accounting.
Benefits are recorded when paid.
Administrative Expenses
Certain administrative expenses of the Plan are paid by the Sponsor and are thus not treated as
deductions from net assets.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting
principles requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of additions to and deductions from net assets during
the reporting period. Actual amounts could differ from those estimates.
Plan Risks and Uncertainties
The Plan and the Plan assets are sensitive to economic pressures prevalent in the investment
market. The pressures primarily stem from interest rates and their effect on bond rates, mortgage
rates, the value of real estate, stock prices, credit risk and the overall stability of the market.
Due to the level of risk associated with certain investment securities, it is at least reasonably
possible that changes in the values of the investment securities will occur in the near term and
that such changes could materially affect participants account balances and the amounts reported
in the Statement of Net Assets Available for Benefits.
Changes in the trustees management may affect operating results of the funds adversely.
Additionally, the financial position of the Plan Sponsor may have a significant impact on the Plan.
Specifically, this includes the ability of the plan administrator to continue to make contributions
under the matching program and/or the stability of the Companys operations. Other external factors
which may affect the Plan and the Plan assets include legislation or regulations established by the
Internal Revenue Service, ERISA, and/or the U.S. Department of Labor.
Value of Investments and Income Recognition
Investments are reported at fair value. Fair value is the price that would be received to sell an
asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date. See discussion below in Adoption of New Accounting Standard regarding Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements.
Purchases and sales of investments are recorded on a trade-date basis. Interest income is recorded
on the accrual basis. Dividends are recorded on the ex-dividend date. Net depreciation includes
the Plans gains and losses on investments bought and sold, as well as, held during the year.
6
BURGER KING SAVINGS PLAN
Notes to Financial Statements
December 31, 2008 and 2007
Note 2 Summary of Significant Accounting Policies (continued)
Adoption of New Accounting Standard
In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards (SFAS) No. 157, Fair Value Measurements (SFAS 157) which defines fair value,
establishes a framework for measuring fair value under current accounting pronouncements
that require or permit fair value measurement and enhances disclosures about fair value
measurements. Effective January 1, 2008, the Plan adopted SFAS 157. SFAS 157 defines fair value as
the exchange price that would be received for an asset or paid to transfer a liability (an exit
price) in the principal or most advantageous market for the asset or liability in an orderly
transaction value hierarchy which requires an entity to maximize the use of observable inputs when
measuring fair value. Adoption of SFAS 157 did not have a material impact on the Plans financial
statements.
The standard describes three levels of inputs that may be used to measure fair value:
Level 1 Inputs to the valuation methodology are quoted prices available in active markets for
identical investments as of the reporting date;
Level 2 Inputs to the valuation methodology are other than quoted prices in active markets,
which are either directly or indirectly observable as of the reporting date, and fair value can be
determined through the use of models or other valuation methodologies; and
Level 3 Inputs to the valuation methodology are unobservable inputs in situations where there is
little or no market activity for the asset or liability and the reporting entity makes estimates
and assumptions related to the pricing of the asset or liability including assumptions regarding
risk.
A financial instruments level within the fair value hierarchy is based on the lowest level of any
input that is significant to the fair value measurement. The following is a description of the
valuation methodologies used for instruments measured at fair value, including the general
classification of such instruments pursuant to the valuation hierarchy.
Mutual Funds
These investments are public investment vehicles valued using the Net Asset Value (NAV) provided by
the administrator of the fund. The NAV is based on the value of the underlying assets owned by the
fund, minus its liabilities, and then divided by the number of shares outstanding. The NAV is a
quoted price in an active market and classified within level 1 of the valuation hierarchy.
Collective Trusts
These investments are public investment vehicles valued using the NAV provided by the administrator
of the fund. The NAV is based on the value of the underlying assets owned by the fund, minus its
liabilities, and then divided by the number of shares outstanding. The NAV is classified within
level 2 of the valuation hierarchy because the NAVs unit price is quoted on a private market that
is not active; however, the unit price is based on underlying investments which are traded on an
active market.
7
BURGER KING SAVINGS PLAN
Notes to Financial Statements
December 31, 2008 and 2007
Note 2 Summary of Significant Accounting Policies (continued)
Burger King Holdings, Inc. common stock
Burger King Holdings, Inc. common stock is valued at the closing price reported on the New York
Stock Exchange Composite Listing and is classified within level 1 of the valuation hierarchy.
Participant Loans
Participant loans are valued at cost plus accrued interest, which approximates fair value and are
classified within level 3 of the valuation hierarchy.
Note 3 Investments
Contributions remitted to the trustee are credited to participants accounts as part of the trust
fund under the Plan. The trust fund is invested by the trustee pursuant to the provisions of a
trust agreement and direction from the participants. A participant may change his/her fund
designations daily as to investment of future contributions. A participant may also, at such times
during each Plan year as the Burger King Corporation Benefits and Investment Committee (the Committee) may
designate, at its sole discretion (currently on a daily basis), elect to liquidate all or part of
the balances in one or more investment funds and transfer the proceeds into one or more of the
other available investments funds.
Investments in any of the investment funds are made at the sole discretion of the participant.
The following table represents the fair value of investments, as well as the SFAS 157 fair value
hierarchy levels described in Note 2, as of December 31, 2008 and 2007:
8
BURGER KING SAVINGS PLAN
Notes to Financial Statements
December 31, 2008 and 2007
Note 3 Investments (continued)
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2008 |
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2007 |
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Investments at fair value as determined by quoted market price (Level 1 Inputs): |
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Mutual Fund PIMCO Total Return Bond Fund |
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$ |
3,667,545 |
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$ |
1,598,483 |
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Mutual Fund Alliance Bernstein Small/Mid Cap Value Fund |
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995,805 |
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905,654 |
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Mutual Fund Calvert Large Growth Fund |
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750,312 |
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794,122 |
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Mutual Fund Davis New York Venture Fund*, ** |
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13,724,180 |
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24,174,695 |
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Mutual Fund Columbia Acorn USA Fund*, ** |
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5,586,390 |
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9,623,601 |
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Mutual Fund Janus Overseas Fund*, ** |
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11,824,962 |
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26,067,102 |
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*** Common Stock Burger King Holdings, Inc. |
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402,230 |
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216,408 |
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*** Brokerage account Burger King Self Directed Fund |
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139,626 |
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179,701 |
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37,091,050 |
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63,559,766 |
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Investments at estimated fair value (Level 2 Inputs): |
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*** Collective trust Merrill Lynch Equity Index Trust*, ** |
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5,781,379 |
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8,608,604 |
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*** Collective trust Retirement Preservation Trust*, ** |
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40,653,666 |
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42,118,483 |
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Collective trust Manning & Napier Retirement Target 2020*, ** |
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7,966,493 |
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11,192,853 |
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Collective trust Manning & Napier Retirement Target 2030 |
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256,655 |
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152,312 |
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Collective trust Manning & Napier Retirement Target 2040 |
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153,714 |
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|
64,020 |
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|
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54,811,907 |
|
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62,136,272 |
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Loans to participants (Level 3 Inputs): |
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4,740,951 |
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4,299,666 |
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4,740,951 |
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4,299,666 |
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Total investments at fair value |
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$ |
96,643,908 |
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$ |
129,995,704 |
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* |
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Represents greater than 5% of the Plans net assets as of December 31, 2008. |
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** |
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Represents greater than 5% of the Plans net assets as of December 31, 2007. |
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*** |
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Party-in-interest |
The table below sets forth a summary of changes in the fair value of the Plans level 3 investment assets:
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As of December 31, 2008 |
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Sales, Issuances, |
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Maturities, |
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Beginning Fair |
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Settlements, |
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Ending Fair |
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Value |
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Interest |
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Calls, Net |
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Value |
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Participant loans |
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$ |
4,299,666 |
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$ |
|
|
|
$ |
441,285 |
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$ |
4,740,951 |
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9
BURGER KING SAVINGS PLAN
Notes to Financial Statements
December 31, 2008 and 2007
Note 3 Investments (continued)
The following summarizes the net (depreciation) appreciation (including gains and losses on
investments bought and sold as well as held during the year) of investments for the year ended
December 31, 2008:
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|
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Investments at fair value as determined by quoted market price: |
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|
|
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Mutual Fund PIMCO Total Return Bond Fund |
|
$ |
(206,836 |
) |
Mutual Fund Alliance Bernstein Small/Mid Cap Value Fund |
|
|
(437,730 |
) |
Mutual Fund Calvert Large Growth Fund |
|
|
(584,619 |
) |
Mutual Fund Davis New York Venture Fund |
|
|
(9,521,835 |
) |
Mutual Fund Columbia Acorn USA Fund |
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|
(4,000,911 |
) |
Mutual Fund Janus Overseas Fund |
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(14,050,402 |
) |
Burger King Holdings, Inc. |
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(42,429 |
) |
Brokerage Account Burger King Self Directed Fund |
|
|
(40,076 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
(28,884,838 |
) |
|
|
|
|
Investments at estimated fair value: |
|
|
|
|
Collective trust Merrill Lynch Equity Index Trust |
|
|
(3,267,038 |
) |
Collective trust Retirement Preservation Trust |
|
|
1,325,351 |
|
Collective trust Manning & Napier Retirement Target 2020 |
|
|
(2,563,119 |
) |
Collective trust Manning & Napier Retirement Target 2030 |
|
|
(86,802 |
) |
Collective trust Manning & Napier Retirement Target 2040 |
|
|
(55,019 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
(4,646,627 |
) |
|
|
|
|
|
|
$ |
(33,531,465 |
) |
|
|
|
|
Note 4 Retirement Preservation Trust
The Plan holds an interest in a collective trust (Retirement Preservation Trust) with Merrill Lynch
to maintain a portion of the Plan contributions in guaranteed investment contracts and synthetic
guaranteed investment contracts. The account is credited with contributions and earnings on the
underlying investments and charged for participant withdrawals and administrative expenses charged
by the Trustee. The guaranteed investment contract issuer is contractually obligated to repay the
principal and a specified interest rate that is guaranteed to the Plan.
As described in Note 2, because the guaranteed investment contract is fully benefit-responsive, the
collective trust is included in the financial statements at contract value as reported to the Plan
by Merrill Lynch Bank & Trust Company. There are no reserves against the collective trust for
credit risk
10
BURGER KING SAVINGS PLAN
Notes to Financial Statements
December 31, 2008 and 2007
Note 4 Retirement Preservation Trust (continued)
of the contract issuer or otherwise. Participants may ordinarily direct the withdrawal or transfer
of all or a portion of their investments at contract value.
Certain events limit the ability of the Plan to transact at contract value with the issuer.
Specific coverage provided by each contract may be different from each issuer and can be found in
the contract of the common/collective trust. Examples of such events include the following: (1)
amendments to the Plan documents (including complete or partial plan termination or merger with
another plan), (2) changes to the Plans prohibition on competing investment options or deletion of
equity wash provisions, (3) bankruptcy of the Plan sponsor or other Plan sponsor events (for
example, divestitures or spin-offs of a subsidiary) that cause a significant withdrawal from the
plan, or (4) the failure of the trust to qualify for exemption from federal income taxes or any
required prohibited transaction exemption under the Employee Retirement Income Security Act of
1974. The Plan administrator does not believe that the occurrence of any such event, which would
limit the Plans ability to transact at contract value with participants, is probable.
Note 5 Withdrawals and Loans
Participants in the Plan may borrow up to the lesser of 50% of their vested account balance or
$50,000. They are allowed a maximum of two outstanding loans and the minimum amount of any loan is
$1,000. Participant loans bear a reasonable rate of interest, as determined by the plan
administrator; have a term of no more than five years, unless for the purchases of a principal
residence, which loans have a 20-year limit; and require at least monthly principal and interest
payments.
Participants may withdraw a portion of their contributions upon demonstrating a financial hardship
and must also be incapable of receiving a loan from the Plan.
Loans in default are deemed distributions in accordance with the Plan document. If any loan or
portion of a loan, together with accrued interest thereon, remains unpaid on a participants
settlement date, then the participant will be notified that payment of the unpaid loan balance plus
interest thereon is due. If such payment is not made within 60 days from receipt of such notice, an
amount equal to such loan or part thereof, together with accrued interest thereon, shall be charged
to the participants accounts after all other adjustments required under the Plan, but before any
distribution.
Note 6 Party-in-Interest
Certain Plan investments are shares of funds managed by Merrill Lynch Bank & Trust Company, FSB.
Merrill Lynch Bank & Trust Company is the trustee as defined by the Plan and, therefore, these
transactions qualify as party-in-interest. In addition the Plan was amended July 20, 2007 to allow
participants to invest in the common stock of Burger King Holdings, Inc., the parent of the
Company. These transactions also qualify as party-in-interest.
11
BURGER KING SAVINGS PLAN
Notes to Financial Statements
December 31, 2008 and 2007
Note 7 Federal Income Tax Status
The Internal Revenue Service has issued a favorable determination letter dated July 23, 2003,
indicating that the Plan meets the requirements of Section 401(a) of the Internal Revenue Code (the
Code), and that the trust established therewith is exempt from federal income tax under Section
501(a) of the Code. The Plan has been amended since receiving the determination letter. However,
the plan administrator believes that the Plan continues to operate as designed and the related
trust continues to be exempt from federal income tax.
Participants are not taxed currently on the contributions to the Plan or on income earned by the
Plan. Distributions of benefits to participants, their estates or beneficiaries, generally are
subject to income tax at the time of distribution. The rate and amount of the tax will depend on
the method and form of the distributions, the employees age, length of service, and status when
distribution is made.
Note 8 Plan Termination
While the Sponsor has not expressed any intent to do so, it has the right under the Plan to
terminate the Plan at any time subject to the provisions of ERISA. In the event of Plan
termination, participants will become 100% vested in their accounts including matching
contributions from the Plan Sponsor.
12
BURGER KING SAVINGS PLAN
Form 5500, Schedule H, Party IV, Line 4i
Schedule of Assets (Held at End of Year)
EIN: 59-0787929, PN: 003
December 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
(b) |
|
(c) |
|
(d)** |
|
|
(e) |
|
|
|
Identity of issuer, borrower, |
|
Description of |
|
|
|
|
|
Current |
|
|
|
lessor, or similar party |
|
investment |
|
Cost |
|
|
value |
|
* |
|
Retirement Preservation Trust |
|
Collective trust |
|
$ |
|
|
|
$ |
40,653,666 |
|
* |
|
Merrill Lynch Equity Index Trust |
|
Collective trust |
|
|
|
|
|
|
5,781,379 |
|
|
|
Manning & Napier Retirement Target 2020 |
|
Collective trust |
|
|
|
|
|
|
7,966,493 |
|
|
|
Manning & Napier Retirement Target 2030 |
|
Collective trust |
|
|
|
|
|
|
256,655 |
|
|
|
Manning & Napier Retirement Target 2040 |
|
Collective trust |
|
|
|
|
|
|
153,714 |
|
|
|
PIMCO Total Return Bond Fund |
|
Mutual fund |
|
|
|
|
|
|
3,667,545 |
|
|
|
Alliance Bernstein Small/Mid Cap Value Fund |
|
Mutual fund |
|
|
|
|
|
|
995,805 |
|
|
|
Calvert Large Growth Fund |
|
Mutual fund |
|
|
|
|
|
|
750,312 |
|
|
|
Davis New York Venture Fund |
|
Mutual fund |
|
|
|
|
|
|
13,724,180 |
|
|
|
Janus Overseas Fund |
|
Mutual fund |
|
|
|
|
|
|
11,824,962 |
|
|
|
Columbia Acorn USA Fund |
|
Mutual fund |
|
|
|
|
|
|
5,586,390 |
|
* |
|
Burger King Holdings, Inc. |
|
Common Stock |
|
|
|
|
|
|
402,230 |
|
* |
|
Burger King Self-Directed Fund |
|
Stocks |
|
|
|
|
|
|
139,626 |
|
|
|
Participant Loans |
|
Interest 4% to 8.25% maturities through 2024 |
|
|
|
|
|
|
4,740,951 |
|
|
|
Adjustment from fair value to contract value for
fully benefit-responsive investment contracts |
|
|
|
|
|
|
|
|
6,563,258 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
103,207,166 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Party-in-interest |
|
** |
|
Column (d) cost information is not presented as the assets are self-directed. |
13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons
who administer the employee benefit plan) have duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
BURGER KING SAVINGS PLAN
BENEFITS COMMITTEE OF THE BOARD OF DIRECTORS, BURGER KING CORPORATION
PLAN ADMINISTRATOR
|
|
|
|
|
|
|
|
Date: June 17, 2009 |
By: |
/s/ Susan Kunreuther
|
|
|
|
Name: |
Susan Kunreuther |
|
|
|
Title: |
VP, Total Rewards |
|
14