Wendy's 2009 Annual Report Download - page 142

Diluted loss per share for the first and fourth quarters in 2009 and for all quarters in 2008 was the same as
basic loss per share for each period since the Company reported a loss from continuing operations and,
therefore, the effect of all potentially dilutive securities on the loss from continuing operations per share
would have been anti-dilutive.
(b) The operating profit (loss) was materially affected by impairment of other long-lived assets in 2009. The
impact of the impairment of other long-lived assets on net (loss) income for the first, second, third and
fourth quarters, was ($4,266), ($5,394), ($9,627) and ($31,635), respectively, after income tax benefits of
$2,614, $3,306, $5,901 and $19,389, respectively.
(c) The operating (loss) profit was materially affected by goodwill impairment of $460,075 for the fourth
quarter of 2008. Also, the effect on net (loss) income for the first, second, third and fourth quarters of 2008
was ($68,086), ($2,205), ($5,103) and ($20,825), respectively, due to other than temporary losses on
investments, after income tax benefits of $0, $1,295, $2,997 and $12,230, respectively. The effect on net
(loss) income for the fourth quarter of the goodwill impairment was $391,735, after a tax benefit of
$68,340.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, under the supervision and with the participation of our Chief Executive Officer and
Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”)), as of January 3, 2010. Based on such evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that as of January 3, 2010, our disclosure controls and procedures were effective in
(1) recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed
by us in the reports that we file or submit under the Exchange Act and (2) ensuring that information required
to be disclosed by us in such reports is accumulated and communicated to our management, including our
Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding
required disclosure.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial
reporting (as defined in Rule 13a-15(f) of the Exchange Act). Our management, under the supervision and
with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an assessment of
the effectiveness of our internal control over financial reporting as of January 3, 2010. The assessment was
performed using the criteria for effective internal control reflected in the Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Based on our assessment of the system of internal control, management believes that as of January 3,
2010, our internal control over financial reporting was effective.
Our independent registered public accounting firm, Deloitte & Touche LLP, has issued an attestation
report dated March 3, 2010, on our internal control over financial reporting.
Changes in Internal Control Over Financial Reporting
On September 29, 2008, we acquired Wendy’s. As part of the integration activities, Wendy’s/Arby’s
Group, Inc. controls and procedures are being incorporated into this acquired business. During the fourth
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Wendy’s/Arby’s Group, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(In Thousands Except Per Share Amounts)