Wendy's 2009 Annual Report Download - page 21

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 2010, 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:
•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.
In particular, our ability to realize the targeted margin improvements at company-owned Wendy’s
restaurants is subject to a number of risks, including general economic conditions, increases in food and supply
costs, increased labor costs and other factors outside of our control.
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 or
financial condition. 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 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 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, including the Wendy’s/Arby’s Restaurants, LLC
(“Wendy’s/Arby’s Restaurants”) credit facilities and the indenture governing the Wendy’s/Arby’s Restaurants
Senior Notes, which are described below in this Item 1A.
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