1352801--8/26/2010--Burger_King_Holdings

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{cost, contract, operation}

{debt, indebtedness, cash}

{loan, real, estate}

{cost, operation, labor}

{cost, regulation, environmental}

{competitive, industry, competition}

{system, service, information}

{operation, international, foreign}

{financial, litigation, operation}

{condition, economic, financial}

{capital, credit, financial}

{acquisition, growth, future}

{regulation, government, change}

{operation, natural, condition}

{personnel, key, retain}

{property, intellectual, protect}

{tax, income, asset}

{product, market, service}

Some of our competitors have significantly greater resources than we do, and therefore we may be at a disadvantage in competing with them. Economic conditions are adversely affecting consumer discretionary spending and may continue to negatively impact our business and operating results. The concentration of our restaurants in limited geographic areas subjects us to additional risk. Our business is subject to fluctuations in foreign currency exchange and interest rates. Increases in food and supply costs could harm our profitability and operating results. Increases in labor costs could slow our growth or harm our business. Our operating results depend on the effectiveness of our marketing and advertising programs. Our future prospects depend on our ability to implement our strategy of increasing our restaurant portfolio. Approximately 90% of our current restaurants are franchised and this restaurant ownership mix presents a number of disadvantages and risks. Franchisee support of our marketing and advertising programs is critical for our success. Our operating results are closely tied to the success of our franchisees; however, our franchisees are independent operators and we have limited influence over their restaurant operations. We have limited influence over the decision of franchisees to invest in other businesses or incur excessive indebtedness. If we fail to successfully implement our restaurant reimaging initiative, our ability to increase our revenues and operating profits may be adversely affected. Our portfolio management program may adversely affect our results of operations and may not yield the long-term financial results that we expect. Our international operations subject us to additional risks and costs and may cause our profitability to decline. Our business is affected by changes in consumer preferences and perceptions. Food safety and food-borne illnesses concerns may have an adverse affect on our business. Our results can be adversely affected by unforeseen events, such as adverse weather conditions, natural disasters or catastrophic events. Shortages or interruptions in the availability and delivery of food, beverages and other supplies may increase costs or reduce revenues. The loss of key management personnel or our inability to attract and retain new qualified personnel could hurt our business and inhibit our ability to operate and grow successfully. Changes in tax laws and unanticipated tax liabilities could adversely affect the taxes we pay and our profitability. Leasing and ownership of a significant portfolio of real estate exposes us and our franchisees to possible liabilities and losses. We may not be able to adequately protect our intellectual property, which could harm the value of our brand and branded products and adversely affect our business. Our indebtedness under our senior secured credit facility is substantial and could limit our ability to grow our business. In the event we are unable to refinance or repay such indebtedness prior to their maturities, we may need to take certain actions which could negatively impact our business or dilute our existing stockholders. Our senior secured credit facility has restrictive terms and our failure to comply with any of these terms could put us in default, which would have an adverse effect on our business and prospects. A change in control, as defined in our senior secured credit facility, would be an event of default under the facility. We face risks of litigation and pressure tactics, such as strikes, boycotts and negative publicity from restaurant customers, franchisees, suppliers, employees and others, which could divert our financial and management resources and which may negatively impact our financial condition and results of operations. Our products are subject to numerous and changing government regulations, and failure to comply with such existing or future government regulations could negatively affect our sales, revenues and earnings. Changes in governmental regulations may adversely affect restaurant operations and our financial results. We are subject to risks related to the provision of employee health care benefits. The personal information that we collect may be vulnerable to breach, theft or loss that could adversely affect our reputation, results of operation and financial condition. Information technology system failures or interruptions or breaches of our network security may interrupt our operations, subject us to increased operating costs and expose us to litigation.

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1352801--8/26/2010--Burger_King_Holdings_Inc