Wendy's 2011 Annual Report Download - page 5

Explanatory Note
This Annual Report on Form 10-K is a combined report being filed separately by The Wendy’s Company
(“The Wendy’s Company”) and Wendy’s Restaurants, LLC (“Wendy’s Restaurants”), a direct 100% owned
subsidiary holding company of The Wendy’s Company. Unless the context indicates otherwise, any reference in this
report to the “Companies,” “we,” “us,” and “our” refers to The Wendy’s Company together with its direct and
indirect subsidiaries, including Wendy’s Restaurants. Each registrant hereto is filing on its own behalf all of the
information contained in this annual report that relates to such registrant. Each registrant hereto is not filing any
information that does not relate to such registrant, and therefore makes no representation as to any such information.
Until July 5, 2011, The Wendy’s Company was known as Wendy’s/Arby’s Group, Inc. and Wendy’s Restaurants was
known as Wendy’s/Arby’s Restaurants, LLC.
Where information or an explanation is provided that is substantially the same for each company, such
information or explanation has been combined in this Annual Report on Form 10-K. Where information or an
explanation is not substantially the same for each company, we have provided separate information and explanation.
In addition, separate financial statements for each company are included in Part I Item 8, “Financial Statements and
Supplementary Data.”
The principal subsidiaries of Wendy’s Restaurants for the periods covered in this Annual Report on Form 10-K
through July 3, 2011 were Wendy’s International, Inc. (“Wendy’s”) and its subsidiaries and Arby’s Restaurant Group,
Inc. (“Arby’s”) and its subsidiaries. On July 4, 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 are now derived from the operating results of Wendy’s and its subsidiaries.
Part I
Special Note Regarding Forward-Looking Statements and Projections
This Annual Report on Form 10-K and oral statements made from time to time by representatives of the
Companies may contain or incorporate by reference certain statements that are not historical facts, including, most
importantly, information concerning possible or assumed future results of operations of the Companies. Those
statements, as well as statements preceded by, followed by, or that include the words “may,” “believes,” “plans,”
“expects,” “anticipates,” or the negation thereof, or similar expressions, constitute “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). All statements that
address future operating, financial or business performance; strategies or expectations; future synergies, efficiencies or
overhead savings; anticipated costs or charges; future capitalization; and anticipated financial impacts of recent or
pending transactions are forward-looking statements within the meaning of the Reform Act. The forward-looking
statements are based on our expectations at the time such statements are made, speak only as of the dates they are
made and are susceptible to a number of risks, uncertainties and other factors. Our actual results, performance and
achievements may differ materially from any future results, performance or achievements expressed or implied by our
forward-looking statements. For all of our forward-looking statements, we claim the protection of the safe harbor for
forward-looking statements contained in the Reform Act. Many important factors could affect our future results and
could cause those results to differ materially from those expressed in or implied by the forward-looking statements
contained herein. Such factors, all of which are difficult or impossible to predict accurately, and many of which are
beyond our control, include, but are not limited to, the following:
• competition, including pricing pressures, couponing, aggressive marketing and the potential impact of
competitors’ new unit openings on sales of Wendy’s restaurants;
• consumers’ perceptions of the relative quality, variety, affordability and value of the food products we offer;
• food safety events, including instances of food-borne illness (such as salmonella or E. coli) involving
Wendy’s or its supply chain;
• consumer concerns over nutritional aspects of beef, poultry, french fries or other products we sell, or
concerns regarding the effects of disease outbreaks such as “mad cow disease” and avian influenza or “bird
flu”;
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