Wendy's 2011 Annual Report Download

Download and view the complete annual report

Please find the complete 2011 Wendy's annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 168

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168

2011 ANNUAL REPORT

Table of contents

  • Page 1
    2011 ANNUAL REPORT

  • Page 2
    ... to the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 2012, a copy of which (including the certifications) is included herein. Joseph A. Levato 1,3,4,5 Former Executive Vice President and Chief Financial Officer, Triarc Companies, Inc. Common Stock Listing J. Randolph...

  • Page 3
    ... aggregate market value of common equity held by non-affiliates of The Wendy's Company as of July 1, 2011 was approximately $1,575,521,018. As of February 24, 2012, there were 389,950,170 shares of The Wendy's Company common stock outstanding. As a limited liability company, Wendy's Restaurants, LLC...

  • Page 4
    [THIS PAGE INTENTIONALLY LEFT BLANK]

  • Page 5
    ... 2011, Wendy's Restaurants sold 100% of the common stock of Arby's for cash and an indirect 18.5% interest in Arby's (see Note 2-Discontinued Operations for additional information regarding the sale of Arby's). As a result, substantially all of the continuing operating results of The Wendy's Company...

  • Page 6
    ... of food, equipment and other products to Wendy's restaurants at competitive rates and in adequate amounts, and the potential financial impact of any interruptions in such distribution; • availability and cost of insurance; • adverse weather conditions; • availability, terms (including changes...

  • Page 7
    ... the sale of Arby's Restaurant Group, Inc. ("Arby's"), Wendy's/Arby's Group, Inc. changed its name to The Wendy's Company. The Companies' principal executive offices are located at One Dave Thomas Blvd., Dublin, Ohio 43017, and their telephone number is (614) 764-3100. We make our annual reports on...

  • Page 8
    ...results of operations and financial condition. See Note 28 of the Financial Statements and Supplementary Data included in Item 8 herein, for financial information attributable to our geographic areas. The Wendy's Restaurant System Wendy's is the world's third largest quick-service restaurant company...

  • Page 9
    ...Wendy's purchasing employees to QSCC in 2010. Pursuant to the terms of the Wendy's Co-op, Wendy's paid $15.5 million to QSCC over an 18 month period through May 2011 in order to provide funding for start-up costs, operating expenses and cash reserves. Since the third quarter of 2010 all QSCC members...

  • Page 10
    ..., price, and value perception of food products offered. The number and location of units, quality and speed of service, attractiveness of facilities, effectiveness of marketing and new product development by Wendy's and its competitors are also important factors. The price charged for each menu item...

  • Page 11
    ... operation of the restaurant at that site. The Unit Franchise Agreement provides for a 20-year term and a 10-year renewal subject to certain conditions. Wendy's has in the past franchised under different agreements on a multi-unit basis; however, Wendy's now generally grants new Wendy's franchises...

  • Page 12
    .... Franchised restaurants are required to be operated under uniform operating standards and specifications relating to the selection, quality and preparation of menu items, signage, decor, equipment, uniforms, suppliers, maintenance and cleanliness of premises and customer service. Wendy's monitors...

  • Page 13
    ...1% of retail sales for local and regional advertising. See Note 27 of the Financial Statements and Supplementary Data included in Item 8 herein, for further information regarding advertising. International Operations and Franchising As of January 1, 2012, Wendy's had 350 franchised restaurants in 26...

  • Page 14
    ... will have a material adverse effect on our consolidated financial position or results of operations. The Wendy's Company and Wendy's Restaurants are involved in litigation and claims incidental to our current and prior businesses. We provide reserves for such litigation and claims when payment is...

  • Page 15
    ... have introduced lower cost, value meal menu options. Our revenues and those of our franchisees may be hurt by this product and price competition. Moreover, new companies, including operators outside the quick service restaurant industry, may enter our market areas and target our customer base. For...

  • Page 16
    ...customers and the resulting revenues from companyowned restaurants and the royalties that we receive from franchisees may decline. The disruptions in the national and global economies and the financial markets may adversely impact our revenues, results of operations, business and financial condition...

  • Page 17
    ... financial results are affected by the operating results of franchisees. As of January 1, 2012, approximately 79% of the Wendy's system were franchise restaurants. We receive revenue in the form of royalties, which are generally based on a percentage of sales at franchised restaurants, rent and fees...

  • Page 18
    their financial results may worsen and our royalty, rent and other fee revenues may decline. In addition, accounts receivable and related allowance for doubtful accounts may increase. When company-owned restaurants are sold, one of our subsidiaries is often required to remain responsible for lease ...

  • Page 19
    ... acceptable terms or at all, which could cause us to close stores in desirable locations. Due to the concentration of Wendy's restaurants in particular geographic regions, our business results could be impacted by the adverse economic conditions prevailing in those regions regardless of the state of...

  • Page 20
    ... to make capital investments in their restaurants that participate in the breakfast initiative. In addition, Wendy's expects to incur additional advertising expense to encourage customers to purchase breakfast at Wendy's. As a result of all of these factors, breakfast sales and resulting profits may...

  • Page 21
    ... Wendy's quality control standards. If QSCC does not properly estimate the product needs of the Wendy's system, makes poor purchasing decisions, or decides to cease its operations, system sales and operating costs could be adversely affected and our results of operations and financial condition...

  • Page 22
    ... our computer systems or information technology could require us to notify customers, employees or other groups, result in adverse publicity, loss of sales and profits, and incur penalties or other costs that could adversely affect the operation of our business and results of operations. Failure to...

  • Page 23
    ... information regarding the Credit Agreement. Wendy's Restaurants and its subsidiaries have a significant amount of debt outstanding. Such indebtedness, along with the other contractual commitments of our subsidiaries, could adversely affect our business, financial condition and results of operations...

  • Page 24
    ... financial condition tests. There is no assurance that the Wendy's Restaurants business will generate sufficient cash flow from operations or that future borrowings will be available under its credit facilities or from other sources in an amount sufficient to enable it to pay its debt, including...

  • Page 25
    ... cash requirements, including subsidiary-level debt service and revolving credit agreements, to enable the payment of such dividends or the making of such loans or advances. The ability of any of its subsidiaries to pay cash dividends or other payments to The Wendy's Company will also be limited...

  • Page 26
    ... subsidiaries to pay cash dividends and/or make loans or advances to Wendy's Restaurants will be dependent upon their respective abilities to achieve sufficient cash flows after satisfying their respective cash requirements, including subsidiary-level debt service and revolving credit agreements, to...

  • Page 27
    ... lease agreements Wendy's has the option to purchase the real estate. Certain leases require the payment of additional rent equal to a percentage, generally less than 6%, of annual sales in excess of specified amounts. As of January 1, 2012, Wendy's also owned 56 and leased 206 properties that...

  • Page 28
    The location of company-owned and franchised restaurants as of January 1, 2012 is set forth below. State Wendy's Company Franchise Alabama ...Alaska ...Arizona ...Arkansas ...California ...Colorado ...Connecticut ...Delaware ...Florida ...Georgia ...Hawaii ...Idaho ...Illinois ...Indiana ...Iowa ...

  • Page 29
    ...our consolidated financial position or results of operations. Wendy's completed the initial public offering of Tim Hortons Inc. ("THI") in March, 2006 and the spin-off of THI in September, 2006. In connection with the initial public offering, Wendy's and THI entered into a tax sharing agreement that...

  • Page 30
    agreement between Wendy's and THI that was executed contemporaneously with the tax sharing agreement. The dispute resolution provision of the master separation agreement calls for good... We cannot estimate a range of possible loss, if any, for this matter at this time since, among other things, it is ...

  • Page 31
    ...is currently authorized to issue up to 100 million shares of preferred stock. During the 2011 fiscal year, The Wendy's Company paid quarterly cash dividends of $0.02 per share on its common stock. For the first three quarters of the 2010 fiscal year, The Wendy's Company paid quarterly cash dividends...

  • Page 32
    ...satisfying their cash requirements, including debt service. As of January 1, 2012, under the terms of the Credit Agreement, there was $77.7 million available for the payment of dividends directly to The Wendy's Company from Wendy's Restaurants, or Wendy's. See Note 12 of the Financial Statements and...

  • Page 33
    ... Financial Data. (The Wendy's Company) January 1, 2012 Year Ended (1) (2) January 2, January 3, December 28, 2011 2010 2008 (3) (In Millions, except per share amounts) December 30, 2007 (3) Sales ...Franchise revenues ...Asset management and related fees (4) ...Revenues ...Operating profit (loss...

  • Page 34
    ... charged to operating profit, consisting of $45.7 million for transaction related and other costs for severance, relocation and other items associated with the sale of Arby's and the related announcements (in July and December 2011) that the Companies' Atlanta headquarters and restaurant support...

  • Page 35
    ...the "Companies") manage and internally report their business geographically. The operation and franchising of Wendy's restaurants in North America (defined as the U.S. and Canada) comprises virtually all of our current operations and represents a single reportable segment. The revenues and operating...

  • Page 36
    ... of franchise revenues for the year ended January 1, 2012. During the first quarter of 2011, Wendy's purchasing cooperative, Quality Supply Chain Co-op, Inc. ("QSCC") began managing the operations for kids' meal promotion items sold to franchisees. Our sales of kids' meal promotion items during 2011...

  • Page 37
    ... first quarter of 2011. An excess cash flow payment was not required for fiscal 2011. In addition, Wendy's Restaurants was not required to utilize any portion of the proceeds from the sale of Arby's described above in "Executive Overview-Sale of Arby's" as a Term Loan prepayment. The Credit Facility...

  • Page 38
    ... Wendy's transferred certain contracts, assets and certain Wendy's purchasing employees to QSCC in 2010. Pursuant to the terms of the Wendy's Co-op, Wendy's paid $15.5 million to QSCC over an 18 month period through May 2011 in order to provide funding for start-up costs, operating expenses and cash...

  • Page 39
    ... our cost investments and the series A senior notes that we received from Deerfield Capital Corp. (the "DFR Notes") (together, the "Legacy Assets"), which were not related to the Equities Account. The Liquidation Services Agreement required The Wendy's Company to pay the Management Company a fee of...

  • Page 40
    ... 30, 2012) and an increased monthly rent of $13 thousand. The Aircraft Lease Agreement may be terminated by The Wendy's Company without penalty in the event it sells the aircraft to a third party, subject to a right of first refusal in favor of the Management Company with respect to such a sale. We...

  • Page 41
    ...based upon current rates of exchange. The fair value of our guarantees is immaterial. The Companies anticipate that additional guarantees of up to $5.0 million may be necessary in 2012. Presentation of Financial Information The Companies report on a fiscal year consisting of 52 or 53 weeks ending on...

  • Page 42
    ...operations for the years ended January 1, 2012, January 2, 2011 and January 3, 2010 (except company-owned average unit volumes, which are in thousands): (The Wendy's Company) 2011 Amount Change 2010 Amount Change 2009 Amount Revenues: Sales ...Franchise revenues ...Costs and expenses: Cost of sales...

  • Page 43
    (Wendy's Restaurants) 2011 Amount Change 2010 Amount Change 2009 Amount Revenues: Sales ...Franchise revenues ...Costs and expenses: Cost of sales ...General and administrative ...Depreciation and amortization ...Impairment of long-lived assets ...Transaction related and other costs ...Merger ...

  • Page 44
    ... the first quarter of 2011, QSCC began managing the operations for kids' meal promotion items sold to franchisees. 2011 2010 2009 Wendy's restaurant statistics: North America same-store sales: Company-owned restaurants ...Franchised restaurants ...Systemwide ...Total same-store sales: Company-owned...

  • Page 45
    ... same-store sales. Franchised restaurant revenues in 2010 were impacted by the closing of 71 restaurants in Japan at the expiration of the franchise agreement on December 31, 2009. Cost of Sales Change 2011 2010 Food and paper ...Restaurant labor ...Occupancy, advertising and other operating costs...

  • Page 46
    ... comprised the remainder of the offset. General and Administrative 2011 Change Wendy's Restaurants Corporate The Wendy's Company SSG co-op funding ...Franchise incentives ...Transition Service Agreement ...Integration costs ...Management fees ...Legal fees ...Professional services ...Other, net...

  • Page 47
    ... increased 401(k) expense associated with certain legacy Wendy's plans that have since been merged into the The Wendy's Company plan. Depreciation and Amortization Change 2011 2010 Restaurants, primarily properties ...Shared services center assets ...Total Wendy's Restaurants ...Corporate ...Total...

  • Page 48
    ...and related costs capitalized in connection with the establishment of the shared services center. Impairment of Long-Lived Assets Change 2011 2010 Restaurants, primarily properties at underperforming locations ...Total Wendy's Restaurants ...Corporate, aircraft ...Total The Wendy's Company ... $(13...

  • Page 49
    ... the merger with Wendy's ), and (3) $5.7 million for the write-off of deferred costs associated with the repayment of the Wendy's Restaurants prior senior secured term loan as discussed above in "Executive Overview-Credit Agreement." Investment Income (Expense), Net (The Wendy's Company) Change 2011...

  • Page 50
    ... America business by elevating the total customer experience through core menu improvement, step-change product innovation and focused execution of its brand positioning. The net impact of new store openings and closings is not expected to have a significant impact on sales. Franchise Revenues We...

  • Page 51
    ... and amortization expenses will increase in 2012 due to an increase in capital expenditures related primarily to (1) our Image Activation program for new and remodeled restaurants and (2) information technology equipment and software for our restaurants. Transaction Related and Other Costs We expect...

  • Page 52
    ... statements of cash flows for the year ended January 1, 2012 also includes the effects of the sale of Arby's. The following tables included throughout Liquidity and Capital Resources present dollars in millions. Net Cash Provided by Operating Activities 2011 Compared with 2010 (The Wendy's Company...

  • Page 53
    ... for expenses at Arby's as a result of its sale on July 4, 2011, (3) amounts payable related to the Wendy's annual convention held in the 2011 fourth quarter, and (4) a decrease in payments for Wendy's kids' meal promotion items as the management for kids' meal promotion items sold to franchisees...

  • Page 54
    ...a shift of product testing to the advertising co-op, and (4) amounts paid in 2009 associated with certain outstanding 2008 lease payments which did not recur in 2010. (Wendy's Restaurants) Cash provided by operating activities decreased $90.4 million during the year ended January 2, 2011 as compared...

  • Page 55
    ...product testing to the advertising co-op, and (4) amounts paid in 2009 associated with certain outstanding 2008 lease payments which did not recur in 2010. Additionally, for the year ended January 2, 2011, the Companies had the following significant sources and uses of cash other than from operating...

  • Page 56
    ... dividends and fees. Based upon current levels of operations, the Companies expect that cash flows from Wendy's operations and available cash will provide sufficient liquidity to meet operating cash requirements for the next 12 months. Capitalization Year End 2011 Wendy's The Wendy's Restaurants...

  • Page 57
    ...our outstanding contractual obligations at January 1, 2012: Fiscal Years 2015-2016 After 2016 2012 2013-2014 Total Long-term debt (a) ...Capitalized lease and sale-leaseback obligations (b) ...Operating leases (c) ...Purchase obligations (d) ...Other (e) ...Total Wendy's Restaurants ...Corporate...

  • Page 58
    ... the terms of the Wendy's Restaurants' credit agreement, there was $77.7 million available for the payment of dividends directly to The Wendy's Company. Stock Repurchases (The Wendy's Company) For the year ended January 1, 2012, we repurchased 31.0 million shares with an aggregate purchase price of...

  • Page 59
    ... and timing to increase food prices. Seasonality Our restaurant operations are moderately impacted by seasonality; Wendy's restaurant revenues are normally higher during the summer months than during the winter months. Because our business is moderately seasonal, results for any future quarter will...

  • Page 60
    ... method of the market approach provides an indication of value by relating the equity or invested capital (debt plus equity) of guideline companies to various measures of their earnings and cash flow, then applying such multiples to the business being valued. The result of applying the guideline...

  • Page 61
    ... fair value of the non-amortizing intangible assets include the anticipated future revenues of company-owned and franchised restaurants and the resulting cash flows. Our restaurant impairment losses principally reflect impairment charges resulting from the deterioration in operating performance of...

  • Page 62
    ...December 28, 2008 and January 3, 2010 tax returns have been settled. Our September 28, 2008 U.S. Federal income tax return (the period prior to the merger with Wendy's) is not currently under examination. Certain of the Companies' state income tax returns from its 1998 fiscal year and forward remain...

  • Page 63
    ... rate changes is to limit the impact on our earnings and cash flows. Our policy is to maintain a target, over time and subject to market conditions, of between 50% and 75% of "Long-term debt" as fixed rate debt. As of January 1, 2012, The Wendy's Company and Wendy's Restaurants long-term debt...

  • Page 64
    ... 1, 2012 and January 2, 2011 based upon assumed immediate adverse effects as noted below (in millions): Year End 2011 Interest Equity Rate Price Risk Risk Carrying Value Foreign Currency Non-current equity investment ...Interest rate swaps ...Long-term debt, excluding capitalized lease and sale...

  • Page 65
    ... relates to the potential impact a decrease in interest rates of one percentage point has on the fair value of $874.2 million of fixed-rate debt for The Wendy's Company and $862.9 million of fixed-rate debt for Wendy's Restaurants and not on the Companies' financial position or results of operations...

  • Page 66
    ... FINANCIAL STATEMENTS Page Glossary of Defined Terms ...The Wendy's Company and Subsidiaries Report of Independent Registered Public Accounting Firm ...Consolidated Balance Sheets as of January 1, 2012 and January 2, 2011 ...Consolidated Statements of Operations for the years ended January 1, 2012...

  • Page 67
    ... ...Eligible Arby's Employees ...Equities Account ...Equity Plans ...FASB ...Former Executives ...GAAP ...Grants ...Guarantors ...Indenture ...IRS ...Japan JV ...Jurl ...Jurlique ...Legacy Assets ...Liquidation Services Agreement ...Management Company ...New CBA ...New Services Agreement ...Parent...

  • Page 68
    ......Services Agreement ...SSG ...Straight-Line Rent ...Subleases ...Syrup ...TASCO ...Term Loan ...The Wendy's Company ...THI ...TimWen ...Trustee ...Union Pension Fund ...U.S...Wendy's ...Wendy's Co-op ...Wendy's National Advertising Program Wendy's Pension Plans ...Wendy's Restaurants ...Withdrawal...

  • Page 69
    ... financial statements present fairly, in all material respects, the financial position of the Company as of January 1, 2012 and January 2, 2011, and the results of its operations and its cash flows for each of the three years in the period ended January 1, 2012, in conformity with accounting...

  • Page 70
    THE WENDY'S COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In Thousands) January 1, 2012 January 2, 2011 ASSETS Current assets: Cash and cash equivalents ...Accounts and notes receivable ...Inventories ...Prepaid expenses and other current assets ...Deferred income tax benefit ...Advertising...

  • Page 71
    THE WENDY'S COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In Thousands Except Per Share Amounts) Year Ended January 2, 2011 January 1, 2012 January 3, 2010 Revenues: Sales ...Franchise revenues ...Costs and expenses: Cost of sales ...General and administrative ...Depreciation ...

  • Page 72
    THE WENDY'S COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (In Thousands) Accumulated Other Comprehensive Income (Loss) Common Foreign Additional Stock Currency Common Paid-In Accumulated Held in Translation Stock Capital Deficit Treasury Adjustment Other Total Balance at...

  • Page 73
    THE WENDY'S COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands) Year Ended January 2, 2011 January 1, 2012 January 3, 2010 Cash flows from operating activities: Net income (loss) ...$ 9,875 $ (4,325) $ 5,062 Adjustments to reconcile net income (loss) to net cash provided...

  • Page 74
    THE WENDY'S COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS-CONTINUED (In Thousands) Year Ended January 2, 2011 January 1, 2012 January 3, 2010 Detail of cash flows related to investments: Operating investment adjustments, net: Income on collection of DFR Notes ...$ Other than ...

  • Page 75
    ...'s Company) (the "Company") as of January 1, 2012 and January 2, 2011, and the related consolidated statements of operations, invested equity, and cash flows for each of the three years in the period ended January 1, 2012. These financial statements are the responsibility of the Company's management...

  • Page 76
    WENDY'S RESTAURANTS, LLC AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In Thousands) January 1, 2012 January 2, 2011 ASSETS Current assets: Cash and cash equivalents ...Accounts and notes receivable ...Inventories ...Prepaid expenses and other current assets ...Deferred income tax benefit ......

  • Page 77
    ... STATEMENTS OF OPERATIONS (In Thousands) Year Ended January 2, 2011 January 1, 2012 January 3, 2010 Revenues: Sales ...Franchise revenues ...Costs and expenses: Cost of sales ...General and administrative ...Depreciation and amortization ...Impairment of long-lived assets ...Transaction related...

  • Page 78
    ... Company Adjustment Other Member Interest Other Capital Total Balance at December 28, 2008 ...Comprehensive income: Net income ...Change in unrecognized pension loss ...Foreign currency translation adjustment ...Comprehensive income ...Cash dividends to Parent ...Share-based compensation expense...

  • Page 79
    ... receivable ...Inventories ...Prepaid expenses and other current assets ...Accounts payable ...Accrued expenses and other current liabilities ...Net cash provided by operating activities ...Cash flows from investing activities: Capital expenditures ...Restaurant acquisitions ...Franchise incentive...

  • Page 80
    ... STATEMENTS OF CASH FLOWS-CONTINUED (In Thousands) Year Ended January 2, 2011 January 1, 2012 January 3, 2010 Supplemental cash flow information: Cash paid during the period for: Interest ...Income taxes, net of refunds ...Supplemental non-cash investing and financing activities: Total capital...

  • Page 81
    ... assets and liabilities at the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ materially from those estimates. Fiscal Year The Companies' fiscal reporting periods consist of 52 or 53 weeks ending...

  • Page 82
    ... of Wendy's restaurants in Japan (the "Japan JV"). Such investments are accounted for using the equity method, under which results of operations include our share of the income or loss of the investees. Investments in limited partnerships and other non-current investments in which the Companies do...

  • Page 83
    ... restaurants and (2) international franchise restaurants. Substantially all goodwill at January 1, 2012 and January 2, 2011 was associated with Wendy's North America restaurants. The Companies test goodwill for impairment annually during the fourth quarter, or more frequently if events or changes...

  • Page 84
    ... as capital contributions from The Wendy's Company. Wendy's Restaurants has not granted any of its member interests as share-based compensation. The Companies measure the cost of employee services received in exchange for an award of equity instruments, which include grants of employee stock options...

  • Page 85
    ...as revenue upon the termination of the related commitments to open new franchised restaurants. Rental income from locations owned by the Companies and leased to franchisees is recognized on a straight-line basis over the respective operating lease terms. Cost of Sales Cost of sales includes food and...

  • Page 86
    ... each new lease agreement, lease renewal, and lease amendment, including, but not limited to, property values, market rents, property lives, discount rates, and probable term, all of which can impact (1) the classification and accounting for a lease as capital or operating, (2) the Rent Holiday...

  • Page 87
    ... corporate and shared services to Buyer for a limited period of time; such services were completed in the fourth quarter of 2011. Information related to Arby's has been reflected in the accompanying consolidated financial statements as follows: • Balance sheets-As a result of our sale of Arby...

  • Page 88
    ...Per Share Amounts) discontinued operations. Loss from discontinued operations for the year ended January 1, 2012 also includes additional Arby's expenses which were incurred as a result of the sale and the loss on Arby's disposal, as further described below. • Statements of cash flows-Arby's cash...

  • Page 89
    ... fair values with the excess of $5,620 recognized as goodwill. During the year ended January 1, 2012, Wendy's also assumed the operations and management of four additional Wendy's franchised restaurants. In connection with one of the 2011 acquisitions described above, Wendy's terminated certain...

  • Page 90
    ... in "Investment income (expense), net" for the year ended January 2, 2011. (5) Income (Loss) Per Share (The Wendy's Company) Basic income (loss) per share for 2011, 2010 and 2009 was computed by dividing net income (loss) by the weighted average number of common shares outstanding. The weighted...

  • Page 91
    ... FINANCIAL STATEMENTS-CONTINUED (In Thousands Except Per Share Amounts) (Wendy's Restaurants) Year End 2011 2010 Cash and cash equivalents Cash ...Cash equivalents ...Restricted cash equivalents Current (a) Trust for termination costs for former Wendy's executives ...Other ...Non-current...

  • Page 92
    ... franchise incentive loan of $1,378 to facilitate the purchase and related installation of equipment required to implement a systemwide core menu initiative. The following is an analysis of the allowance for doubtful accounts: 2011 The Wendy's Company 2010 2009 Balance at beginning of year: Current...

  • Page 93
    ... TO CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED (In Thousands Except Per Share Amounts) (7) Pledged Assets The following is a summary of assets pledged as collateral for certain debt: Year End 2011 Wendy's Restaurants Corporate The Wendy's Company Cash and cash equivalents ...Accounts and notes...

  • Page 94
    ... dollars. The summary balance sheet financial information does not distinguish between current and long-term assets and liabilities. Year End 2011 2010 Balance sheet information: Properties ...Cash and cash equivalents ...Accounts receivable ...Other ...Accounts payable and accrued liabilities...

  • Page 95
    ... which Wendy's Restaurants indirectly retained an 18.5% interest in Arby's) with a fair value of $19,000. See Note 2 for more information on the sale of Arby's. We account for our interest in Arby's as a cost method investment. (The Wendy's Company) Investment in Jurlique International Pty Ltd...

  • Page 96
    ... tax benefit ... $ - (101) (101) 42 $ (59) $ 101 (168) (67) 18 $ (49) (9) Properties Year End 2011 Wendy's Restaurants Corporate The Wendy's Company Owned: Land ...Building and improvements ...Office, restaurant and transportation equipment ...Leasehold improvements ...Leased (a): Capitalized...

  • Page 97
    ...components of goodwill: 2011 2010 Balance at beginning of year: Wendy's Restaurants goodwill ...Accumulated impairment losses ...Total Wendy's Restaurants goodwill ...Corporate goodwill adjustment ...Total The Wendy's Company goodwill ...Changes in goodwill: Arby's goodwill sold, net of accumulated...

  • Page 98
    ... in 2011, 2010 and 2009, respectively, which have been recorded as a reduction in the cost basis of the related intangible asset. (11) Accrued Expenses Year End 2011 Wendy's Restaurants Corporate The Wendy's Company Accrued compensation and related benefits ...Insurance reserves ...Accrued taxes...

  • Page 99
    ... FINANCIAL STATEMENTS-CONTINUED (In Thousands Except Per Share Amounts) Aggregate annual maturities of long-term debt, excluding the effect of purchase accounting adjustments, discounts and interest rate swaps, as of January 1, 2012 were as follows: Fiscal Year Wendy's Restaurants Corporate...

  • Page 100
    ... FINANCIAL STATEMENTS-CONTINUED (In Thousands Except Per Share Amounts) $24,874 was paid in the first quarter of 2011. An excess cash flow payment was not required for fiscal 2011. In addition, Wendy's Restaurants was not required to utilize any portion of the proceeds from the sale of Arby...

  • Page 101
    ... for which the disclosure of fair values is required. Year End 2011 Wendy's Restaurants Corporate The Wendy's Company Financial assets Carrying Amount: Non-current cost investments ...Interest rate swaps ...Fair Value: Non-current cost investments (a) ...Interest rate swaps (b) ... $22,832 11,695...

  • Page 102
    ... COMPANY AND SUBSIDIARIES WENDY'S RESTAURANTS, LLC AND SUBSIDIARIES COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED (In Thousands Except Per Share Amounts) Year End 2011 Carrying Amount Fair Value Carrying Amount 2010 Fair Value Financial liabilities Long-term debt, including current...

  • Page 103
    ... assets and liabilities of continuing operations measured at fair value during 2011 and 2010 on a non-recurring basis. Total losses include losses recognized from all non-recurring fair value measurements during the years ended January 1, 2012 and January 2, 2011. The carrying value of properties...

  • Page 104
    ... fair value recorded in the The Wendy's Company's results of operations. The following items were recognized by the Companies related to derivative activity during each of the periods presented below: 2011 2010 2009 Interest income: Interest rate swaps (a) ...Total Wendy's Restaurants ...Investment...

  • Page 105
    ...: The Wendy's Company Year End 2011 2010 Wendy's Restaurants Year End 2011 2010 Deferred tax assets: Operating and capital loss carryforwards ...Tax credit carryforwards ...Accrued compensation and related benefits ...Unfavorable leases ...Other ...Valuation allowances ...Total deferred tax assets...

  • Page 106
    THE WENDY'S COMPANY AND SUBSIDIARIES WENDY'S RESTAURANTS, LLC AND SUBSIDIARIES COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED (In Thousands Except Per Share Amounts) Changes in the Companies' deferred tax asset and liability balances were primarily the result of the sale of Arby's ...

  • Page 107
    ...WENDY'S RESTAURANTS, LLC AND SUBSIDIARIES COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED (In Thousands Except Per Share Amounts) The reconciliation of income tax computed at the U.S. Federal statutory rate to reported income tax is set forth below: 2011 The Wendy's Company 2010 2009...

  • Page 108
    ... FINANCIAL STATEMENTS-CONTINUED (In Thousands Except Per Share Amounts) Our September 29, 2008 U.S. Federal income tax return (the period prior to the merger with Wendy's) is not currently under examination. Certain of the Companies' state income tax returns from its 1998 fiscal year and...

  • Page 109
    ...covenants of the Credit Agreement. As of January 1, 2012, there was $77,747 available for payment of dividends directly to The Wendy's Company from Wendy's Restaurants restricted subsidiaries. (16) Share-Based Compensation The Wendy's Company maintains several equity plans (the "Equity Plans") which...

  • Page 110
    ...291 The Companies' current outstanding stock options have maximum contractual terms of ten years and, with certain exceptions, vest ratably over three years. We settle employee stock option exercises with treasury shares. The total intrinsic value of options exercised during 2011, 2010 and 2009 was...

  • Page 111
    .... Performance Shares The Wendy's Company grants performance-based awards to certain officers and key employees. The vesting of these awards is contingent upon meeting a defined operational goal (a performance condition) or common stock share prices (a market condition). The fair value of performance...

  • Page 112
    ... tax benefit recognized in The Wendy's Company consolidated statements of operations were as follows: 2011 2010 2009 Stock options ...Restricted Shares ...Performance Shares: Performance Condition Shares ...Market Condition Shares (a) ...Compensation adjustments (b) ...Compensation expense credited...

  • Page 113
    ...-based compensation expense and related income tax benefit recognized in Wendy's Restaurants consolidated statements of operations were as follows: 2011 2010 2009 The Wendy's Company stock options ...Restricted Shares ...Performance Shares: Performance Condition Shares ...Market Condition Shares...

  • Page 114
    ... merger with Wendy's in September 2008, Wendy's Restaurants and The Wendy's Company incurred costs (primarily for employee severance) aggregating $11,189 and $14,197, respectively, related to a restructuring plan. The plan was completed in 2009. Wendy's Restaurants and The Wendy's Company expensed...

  • Page 115
    ... cash flows and on market value with respect to land (Level 3 inputs). (20) Investment Income (Expense), Net (The Wendy's Company) 2011 2010 2009 Interest income ...Distributions, including dividends ...Gain on DFR Notes ...Realized gains, net ...Fee on early withdrawal of Equities Account...

  • Page 116
    ... Eligible Arby's Employees to The Wendy's Company. The measurement date used by The Wendy's Company in determining amounts related to its defined benefit plans is the same as the Company's fiscal year end. The balance of the accumulated benefit obligations and the fair value of the plans' assets at...

  • Page 117
    ...Pension Fund elected an expanded asset smoothing period of 10 years for the investment loss incurred in the plan year ended December 31, 2008 and an increase in the limits on the actuarial value of the assets to 130% of market value for the plan years beginning January 1, 2009 and 2010, as permitted...

  • Page 118
    ... The Companies lease real property, leasehold interests, and restaurant, transportation, and office equipment. Some leases which relate to restaurant operations provide for contingent rentals based on sales volume. Certain leases also provide for payments of other costs such as real estate taxes...

  • Page 119
    ... for closed locations. Properties leased by the Companies to third parties under capitalized leases and operating leases as of January 1, 2012 and January 2, 2011 include: Year End 2011 2010 Land ...Buildings and improvements ...Office, restaurant and transportation equipment ...Accumulated...

  • Page 120
    ... COMPANY AND SUBSIDIARIES WENDY'S RESTAURANTS, LLC AND SUBSIDIARIES COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED (In Thousands Except Per Share Amounts) The present values of minimum sale-leaseback and capitalized lease payments are included either in "Long-term debt" or "Current...

  • Page 121
    ... The Wendy's Company's outstanding letters of credit of $21,326. We do not expect any material loss to result from these letters of credit. Purchase and Capital Commitments Beverage Agreements Wendy's has entered into a beverage agreement with a beverage vendor to provide fountain beverage products...

  • Page 122
    ..., Wendy's transferred certain contracts, assets and certain Wendy's purchasing employees to QSCC in 2010. Pursuant to the terms of the Wendy's Coop, Wendy's paid $15,500 to QSCC over an 18 month period through May 2011 in order to provide funding for start-up costs, operating expenses and cash 118

  • Page 123
    ..., 2011. Under the New Services Agreement, the Management Company assisted us with strategic merger and acquisition consultation, corporate finance and investment banking services and related legal matters. The Companies paid approximately $2,465 and $5,368 in 2010 and 2009, respectively, in fees for...

  • Page 124
    ... the Management Company used two of The Wendy's Company's corporate aircraft in exchange for payment of certain incremental flight and related costs of such aircraft. Those time share agreements expired during the second quarter of 2009 and, in the third quarter of 2009, one of the aircraft was sold...

  • Page 125
    ... between Wendy's Restaurants and The Wendy's Company: 2011 2010 2009 Dividends paid (k) ...Cost allocation to restaurant segments (l) ...Other transactions: Payments for Federal and state income tax (m) ...Share-based compensation (n) ...Expense under management service agreements (o) ... $- - 13...

  • Page 126
    ...during 2011, 2010, and 2009, respectively. Such fees were included in "General and administrative" and were settled through Wendy's Restaurants' intercompany account with The Wendy's Company. Effective upon the sale of Arby's, the agreement for such management services was terminated. As a result of...

  • Page 127
    ... and related liabilities of the Advertising Funds at January 1, 2012 and January 2, 2011 are as follows: Year End 2011 2010 Cash and cash equivalents ...Accounts and notes receivable ...Other assets ...Total assets ...Accounts payable ...Accrued expenses and other current liabilities ...Member...

  • Page 128
    ... Arby's long-lived assets to discontinued operations in our consolidated balance sheets as of January 2, 2011; accordingly, they are included in the 2010 and 2009 long-lived asset information below. U.S. Canada Other International Total 2011 Revenues: Wendy's restaurants ...Corporate eliminations...

  • Page 129
    ... common stock of Arby's. Arby's results for all periods presented through its July 4, 2011 date of sale are classified as discontinued operations. (The Wendy's Company) 2011 Quarter Ended April 3 (a) July 3 (a) October 2 (a) January 1, 2012 (a) Revenues ...Cost of sales ...Operating profit ...(Loss...

  • Page 130
    ... WENDY'S COMPANY AND SUBSIDIARIES WENDY'S RESTAURANTS, LLC AND SUBSIDIARIES COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED (In Thousands Except Per Share Amounts) 2010 Quarter Ended July 4 (c) October 3 (d) April 4 January 2, 2011 (d) Revenues ...Cost of sales ...Operating profit...

  • Page 131
    ... presented. Information related to Arby's has been reflected as discontinued operations in the condensed consolidating statements of operations for the period from January 3, 2011 through July 3, 2011 and the years ended January 2, 2011 and January 3, 2010. Arby's cash flows prior to its sale (for...

  • Page 132
    ...taxes ...Other liabilities ...Invested equity: Member interest, $0.01 par value; 1,000 shares authorized, one share issued and outstanding ...Other capital ...(Accumulated deficit) retained earnings ...Advances to The Wendy's Company ...Accumulated other comprehensive income ...Total invested equity...

  • Page 133
    ...Cash and cash equivalents ...$ Accounts and notes receivable ...Inventories ...Prepaid expenses and other current assets ...Deferred income tax benefit ...Advertising funds restricted assets ...Total current assets ...Properties ...Goodwill ...Other intangible assets ...Investments ...Deferred costs...

  • Page 134
    ... FINANCIAL STATEMENTS-CONTINUED (In Thousands Except Per Share Amounts) CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the year ended January 1, 2012 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Total Revenues: Sales ...$ Franchise revenues ...Costs and expenses: Cost...

  • Page 135
    ... FINANCIAL STATEMENTS-CONTINUED (In Thousands Except Per Share Amounts) CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the year ended January 2, 2011 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Total Revenues: Sales ...$ Franchise revenues ...Costs and expenses: Cost...

  • Page 136
    ... FINANCIAL STATEMENTS-CONTINUED (In Thousands Except Per Share Amounts) CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the year ended January 3, 2010 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Total Revenues: Sales ...$ Franchise revenues ...Costs and expenses: Cost...

  • Page 137
    ...(1,953) Accounts payable ...3,554 3,069 Accrued expenses and other current liabilities ...15,802 1,003 Net cash provided by (used in) operating activities ...20,379 245,789 Cash flows from investing activities: Capital expenditures ...(9,742) (119,827) Restaurant acquisitions ...- (11,210) Franchise...

  • Page 138
    ...CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED (In Thousands Except Per Share Amounts) CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the year ended January 2, 2011 Parent Guarantor Non-guarantor Subsidiaries Subsidiaries Eliminations Total Cash flows from operating activities: Net (loss) income...

  • Page 139
    ...Accounts and notes receivable ...Inventories ...Prepaid expenses and other current assets ...Accounts payable ...Accrued expenses and other current liabilities ...Net cash (used in) provided by operating activities ...Cash flows from investing activities: Capital expenditures ...Cost of acquisitions...

  • Page 140
    ..., the Chief Executive Officer and Chief Financial Officer concluded that as of January 1, 2012, the disclosure controls and procedures of The Wendy's Company and Wendy's Restaurants were effective in (1) recording, processing, summarizing and reporting, on a timely basis, information required to be...

  • Page 141
    ... company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control...

  • Page 142
    ... Wendy's Restaurants' financial statements and are not reported under the "Audit Fees" above were $0.2 million for fiscal 2011 (principally for work related to the sale of Arby's) and $0.1 million for fiscal 2010 (principally for work related to Wendy's Restaurants' employee benefit plans). Tax Fees...

  • Page 143
    ... 2010; Condensed Statements of Cash Flows (Parent Company Only) - for the fiscal years ended January 1, 2012, January 2, 2011 and January 3, 2010. All other schedules have been omitted since they are either not applicable or the information is contained elsewhere in "Item 8. Financial Statements and...

  • Page 144
    ... Wendy's Restaurants unless otherwise noted. EXHIBIT NO. DESCRIPTION 2.1 Agreement and Plan of Merger, dated as of April 23, 2008, by and among Triarc Companies, Inc., Green Merger Sub, Inc. and Wendy's International, Inc., incorporated herein by reference to Exhibit 2.1 to Triarc's Current Report...

  • Page 145
    ..., 2008 (SEC file no. 001-02207).** Form of Non-Employee Director Restricted Stock Award Agreement under the Wendy's/Arby's Group, Inc. Amended and Restated 2002 Equity Participation Plan, incorporated herein by reference to Exhibit 10.7 to Wendy's/ Arby's Group's Form 10-Q for the quarter ended June...

  • Page 146
    ... of The Wendy's Company and Wendy's Restaurants, LLC Form 10-Q for the quarter ended October 2, 2011 (SEC file nos. 001-02207 and 333-161613, respectively).** Form of Non-Employee Director Restricted Stock Award Agreement under the Wendy's/Arby's Group, Inc. 2010 Omnibus Award Plan, incorporated by...

  • Page 147
    ...granted under the Wendy's International, Inc. 2007 Stock Incentive Plan on May 1, 2007 and May 1, 2008 to certain former directors of Wendy's International, Inc. incorporated herein by reference to Exhibit 10.5 to Wendy's/Arby's Group's Form 10-Q for the quarter ended September 27, 2009 (SEC file no...

  • Page 148
    ...between Triarc Companies, Inc. and Peter W. May, incorporated herein by reference to Exhibit 10.3 to Triarc's Current Report on Form 8-K filed on January 4, 2008 (SEC file no. 001-02207).** Agreement dated June 10, 2009 between Wendy's/Arby's Group, Inc. and Trian Fund Management, L.P., incorporated...

  • Page 149
    ... Corporation and DWG Acquisition Group, L.P., incorporated herein by reference to Exhibit 10.36 to Wendy's/Arby's Group's Annual Report on Form 10-K for the fiscal year ended December 28, 2008 (SEC file no. 001-02207). (The Wendy's Company only.) Letter Agreement dated August 6, 2007, between Triarc...

  • Page 150
    ...quarter ended April 3, 2011 (SEC file nos. 001-02207 and 333-161613, respectively).** Amended and Restated Letter Agreement dated as of December 18, 2008 between Stephen E. Hare and Wendy's/ Arby's Group, Inc., incorporated herein by reference to Exhibit 99.4 to Wendy's/Arby's Group's Current Report...

  • Page 151
    .... and its directors and certain officers and employees, incorporated herein by reference to Exhibit 10(b) of the Wendy's International, Inc. Form 10-Q for the quarter ended June 29, 2008 (SEC file no. 00108116).** Tax Sharing Agreement, dated as of May 26, 2009, among Wendy's/Arby's Group, Inc. and...

  • Page 152
    ... compensatory plan or arrangement. *** In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Annual Report on Form 10-K shall be deemed to be "furnished" and not "filed." Instruments defining the rights of holders of certain issues of long-term debt of the Companies...

  • Page 153
    ... behalf by the undersigned, thereunto duly authorized. THE WENDY'S COMPANY (Registrant) Date: March 1, 2012 By: /S/ EMIL J. BROLICK Emil J. Brolick President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on March...

  • Page 154
    ... by the undersigned, thereunto duly authorized. WENDY'S RESTAURANTS, LLC (Registrant) Date: March 1, 2012 By: /S/ EMIL J. BROLICK Emil J. Brolick President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on March...

  • Page 155
    ... 2011 ASSETS Current assets: Cash and cash equivalents ...Amounts due from subsidiaries ...Other current assets ...Total current assets ...Investments in consolidated subsidiaries ...Properties ...Deferred income tax benefit and other ...Total assets ...LIABILITIES AND STOCKHOLDERS' EQUITY Current...

  • Page 156
    ...) THE WENDY'S COMPANY (PARENT COMPANY ONLY) CONDENSED STATEMENTS OF OPERATIONS (In Thousands) January 1, 2012 Year Ended January 2, 2011 January 3, 2010 Income: Equity in income from continuing operations of subsidiaries ...Investment income ...Costs and expenses: General and administrative...

  • Page 157
    ...) THE WENDY'S COMPANY (PARENT COMPANY ONLY) CONDENSED STATEMENTS OF CASH FLOWS (In Thousands) January 1, 2012 Year Ended January 2, 2011 January 3, 2010 Cash flows from operating activities: Net income (loss) ...Adjustments to reconcile net income (loss) to net cash provided by operating activities...

  • Page 158
    [THIS PAGE INTENTIONALLY LEFT BLANK]

  • Page 159
    ... WENDY'S COMPANY LIST OF SUBSIDIARIES AS OF January 1, 2012 Subsidiary STATE OR JURISDICTION UNDER WHICH ORGANIZED Wendy's Restaurants, LLC Wendy's Support Center, LLC Wendy's International, Inc. Wendy's Global Restaurants, LLC Wendy's Global Holdings Partner, LLC Wendy's Restaurants (Asia) Limited...

  • Page 160
    ... relating to the consolidated financial statements and financial statement schedule of The Wendy's Company, and the effectiveness of The Wendy's Company's internal control over financial reporting, appearing in this Annual Report on Form 10-K of The Wendy's Company for the year ended January 1, 2012...

  • Page 161
    ... S-8 of The Wendy's Company, of our report dated February 29, 2012 relating to the financial statements of TIMWEN Partnership, which appears in this Annual Report on Form 10-K of The Wendy's Company. /s/ PricewaterhouseCoopers LLP Chartered Accountants, Licensed Public Accountants Toronto, Canada...

  • Page 162
    ... financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer...

  • Page 163
    ... financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer...

  • Page 164
    ... financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer...

  • Page 165
    ... financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer...

  • Page 166
    ...chapter 63 of title 18, United States Code), each of the undersigned officers of The Wendy's Company, a Delaware corporation (the "Company"), does hereby certify, to the best of such officer's knowledge, that: The Annual Report on Form 10-K for the year ended January 1, 2012 (the "Form 10-K") of the...

  • Page 167
    ... years ended January 1, 2012. The measurement points in the graph are the last trading days of our 2006, 2007, 2008, 2009, 2010 and 2011 fiscal years. The returns set forth below assume an initial investment of $100 and that all dividends were reinvested when received. On September 29, 2008, Wendy...

  • Page 168
    ...founda on of The Wendy's Company's long­term success includes core values that we embrace every day in our restaurants around the world. "Quality is our Recipe," "Do the Right Thing" and "Give Something Back," are values created by our founder, Dave Thomas, more than 40 years ago, and remain meless...