Wendy's 2008 Annual Report Download - page 22

Item 1A. Risk Factors.
We wish to caution readers that in addition to the important factors described elsewhere in this
Form 10-K, the following important factors, among others, sometimes have affected, or in the future could
affect, our actual results and could cause our actual consolidated results during 2009, and beyond, to differ
materially from those expressed in any forward-looking statements made by us or on our behalf.
Risks Related to Wendy’s/Arby’s Group, Inc.
We may not be able to successfully consolidate business operations and realize the anticipated benefits
of the merger with Wendy’s International, Inc.
Realization of the anticipated benefits of the Wendy’s Merger, which was completed on September 29,
2008, including anticipated synergies and overhead savings, will depend, in large part, on our ability to
successfully eliminate redundant corporate functions and consolidate public company and shared service
responsibilities. We will be required to devote significant management attention and resources to the
consolidation of business practices and support functions while maintaining the independence of the Arby’s and
Wendy’s standalone brands. The challenges we may encounter include the following:
•preserving franchisee, supplier and other important relationships and resolving potential conflicts
between the standalone brands that may arise as a result of the Wendy’s Merger;
•consolidating redundant operations, including corporate functions;
•realizing targeted margin improvements at Company-owned Wendy’s restaurants; and
•addressing differences in business cultures between Arby’s and Wendy’s, preserving employee
morale and retaining key employees, maintaining focus on providing consistent, high quality
customer service, meeting the operational and financial goals of the Company and maintaining the
operational goals of each of the standalone brands.
The process of consolidating corporate level operations could cause an interruption of, or loss of
momentum in, our business and financial performance. The diversion of management’s attention and any
delays or difficulties encountered in connection with the Wendy’s Merger and the realization of corporate
synergies and operational improvements could have an adverse effect on our business, financial results, financial
condition or stock price. The consolidation and integration process may also result in additional and unforeseen
expenses. There can be no assurance that the contemplated expense savings, improvements in Wendy’s store-
level margins and synergies anticipated from the Wendy’s Merger will be realized.
There can be no assurance regarding whether or to what extent we will pay dividends on our common
stock in the future.
Holders of our common stock will only be entitled to receive such dividends as our board of directors may
declare out of funds legally available for such payments. Any dividends will be made at the discretion of the
board of directors and will depend on our earnings, financial condition, cash requirements and such other
factors as the board of directors may deem relevant from time to time.
Because we are a holding company, our ability to declare and pay dividends is dependent upon cash, cash
equivalents and short-term investments on hand and cash flows from our subsidiaries. The ability of any of our
subsidiaries to pay cash dividends and/or make loans or advances to the holding company will be dependent
upon their respective abilities to achieve sufficient cash flows after satisfying their respective cash requirements,
including 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 our subsidiaries to pay cash dividends or other payments to us
will also be limited by restrictions in debt instruments currently existing or subsequently entered into by such
subsidiaries.
A substantial amount of our common stock is concentrated in the hands of certain stockholders.
Nelson Peltz, our Chairman and former Chief Executive Officer, and Peter May, our Vice Chairman and
former President and Chief Operating Officer beneficially own shares of our outstanding common stock that
collectively constitute approximately 22% of our total voting power.
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