1352801--8/28/2008--Burger_King_Holdings

related topics

{stock, price, operating}

{debt, indebtedness, cash}

{operation, international, foreign}

{cost, operation, labor}

{financial, litigation, operation}

{competitive, industry, competition}

{cost, contract, operation}

{system, service, information}

{stock, price, share}

{regulation, change, law}

{cost, regulation, environmental}

{acquisition, growth, future}

{customer, product, revenue}

{loan, real, estate}

{property, intellectual, protect}

{operation, natural, condition}

{condition, economic, financial}

{provision, law, control}

{capital, credit, financial}

{personnel, key, retain}

{regulation, government, change}

{interest, director, officer}

Our success depends on our ability to compete with our major competitors. If we fail to successfully implement our international growth strategy, our ability to increase our revenues and operating profits could be adversely affected and our overall business could be adversely affected. Increases in commodity or other operating costs could harm our profitability and operating results. 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 consumer discretionary spending. Approximately 90% of our restaurants are franchised and this restaurant ownership mix presents a number of disadvantages and risks. Our franchisees are independent operators, and we have limited control over their restaurant operations or their decision to invest in other businesses. Our operating results depend on the effectiveness of our marketing and advertising programs and franchisee support of these programs. Our operating results are closely tied to the success of our franchisees. There can be no assurance that the franchisees can or will renew their franchise agreements with us. Our operating results may be adversely impacted by temporary restaurant closures and accelerated depreciation expense related to our restaurant reimaging program in the U.S. and Canada. Our business is subject to fluctuations in foreign currency exchange and interest rates. Incidents of food-borne illnesses or food tampering could materially damage our reputation and reduce our restaurant sales. We rely on distributors of food, beverages and other products that are necessary for our and our franchisees operations. If these distributors fail to provide the necessary products in a timely fashion, our business would face supply shortages and our results of operations might be adversely affected. Labor shortages or increases in labor costs could slow our growth or harm our business. 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. Our U.K. Company restaurant business has and may continue to experience operating losses that may adversely affect our tax positions. New tax legislation in Mexico and the results of actions by Mexican taxing authorities may have an adverse effect on our Mexico tax positions and our overall tax rate. The realignment of our European and Asian businesses may result in increased income tax expense to us if these businesses are less profitable than expected. Additional tax liabilities could adversely impact our financial results. Leasing and ownership of a significant portfolio of real estate exposes us and our franchisees to potential losses and liabilities and we or our franchisees may not be able to renew leases, control rent increases and control real estate expenses at existing restaurant locations or obtain leases or purchase real estate for new restaurants. Current restaurant locations may become unattractive, and attractive new locations may not be available for a reasonable price, if at all. 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. We may experience significant fluctuations in our operating results due to a variety of factors, many of which are outside of our control. Our indebtedness under our senior secured credit facility is substantial and could limit our ability to grow our business. 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. Increasing regulatory complexity surrounding our operations will continue to affect our operations and results of operations in material ways. The personal information that we collect may be vulnerable to breach, theft or loss that could adversely affect our reputation and operations. We rely on computer systems and information technology to run our business. Any material failure, interruption or security breach of our computer systems or information technology may adversely affect our business and our results of operations. Compliance with or cleanup activities required by environmental laws may hurt our business. Our results can be adversely affected by disruptions or catastrophic events. Our current principal stockholders own a significant amount of our common stock and have certain contractual rights to appoint directors, which will allow them to significantly influence all matters requiring shareholder approval. Until November 19, 2007, we were a controlled company within the meaning of the New York Stock Exchange rules and we may continue to rely on exemptions from certain corporate governance requirements that provide protection to stockholders of other companies. Your percentage ownership in us may be diluted by future issuances of capital stock, which could reduce your influence over matters on which stockholders vote. The sale of a substantial number of shares of our common stock may cause the market price of shares of our common stock to decline. Provisions in our certificate of incorporation could make it more difficult for a third party to acquire us and could discourage a takeover and adversely affect existing stockholders.

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1352801--8/28/2008--Burger_King_Holdings_Inc