Wendy's 2009 Annual Report Download - page 37

During the 2010 first quarter, we declared dividends of $0.015 per share to be paid on March 15, 2010
to shareholders of record as of March 1, 2010. Although we currently intend to continue to declare and pay
regular quarterly cash dividends, there can be no assurance that any additional regular quarterly cash dividends
will be declared or paid or the amount or timing of such dividends, if any. Any future dividends will be made
at the discretion of our Board of Directors and will be based on such factors as our earnings, financial
condition, cash requirements and other factors.
Our ability to meet our cash requirements is primarily dependent upon our cash and cash equivalents on
hand, cash flows from Wendy’s and ARG, including loans, cash dividends, reimbursement by ARG to us in
connection with providing certain management services, and payments by Wendy’s and ARG under tax
sharing agreements. Our cash requirements include, but are not limited to, interest and principal payments on
our indebtedness. Under the terms of the amended and restated Arby’s Credit Agreement (see “Item 1A. Risk
Factors—Risks Related to Wendy’s and Arby’s Businesses—Wendy’s International, Inc. and its subsidiaries,
and ARG and its subsidiaries, are subject to various restrictions, and substantially all of their non-real estate
assets are pledged subject to certain restrictions, under a Credit Agreement”), there are restrictions on the
ability of the Co-Borrowers (including Wendy’s and ARG) to pay any dividends or make any loans or advances
to us. The ability of Wendy’s and ARG to pay cash dividends or make any loans or advances as well as to make
payments for the management services and under the tax sharing agreement to us is also dependent upon their
ability to achieve sufficient cash flows after satisfying their cash requirements, including debt service. See Note
8 of the Financial Statements and Supplementary Data included in Item 8 herein, and “Management’s
Discussion and Analysis—Results of Operations and Liquidity and Capital Resources” in Item 7 herein, for
further information on the Credit Agreement.
As of February 26, 2010, there were approximately 47,077 holders of record of our Common Stock.
The following table provides information with respect to repurchases of shares of our common stock by us
and our “affiliated purchasers” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as
amended) during the fourth fiscal quarter of 2009:
Issuer Repurchases of Equity Securities
Period
Total Number of
Shares Purchased
Average
Price Paid
per Share
Total Number of
Shares Purchased
as Part of
Publicly Announced
Plan(1)
Approximate Dollar
Value of Shares
that May Yet Be
Purchased Under
the Plan(1)
September 28, 2009
through
October 25, 2009 — — 4,964,150 $2,915,024
October 26, 2009
through
November 22, 2009 — — 479,817 $50,853,347
November 23, 2009
through
January 3, 2010 — — 6,618,400 $46,618,453
Total — — 12,062,367 $46,618,453
(1) On August 4, 2009, our Board of Directors authorized a $50.0 million common stock repurchase program
to remain in effect through January 2, 2011, which allows us to repurchase up to $50.0 million of our
Common Stock when and if market conditions warrant and to the extent legally permissible. From that
date and through September 27, 2009, we repurchased 4.8 million shares for an aggregate purchase price of
$25.1 million, excluding commissions of $0.1 million. On November 3, 2009 and December 10, 2009,
our Board of Directors authorized our management to repurchase through January 2, 2011 up to an
additional $50.0 million and $25.0 million, respectively, of our Common Stock.
On January 27, 2010, our Board of Directors authorized our management, when and if market conditions
warrant and to the extent legally permissible, to repurchase through January 2, 2011 up to an additional $75.0
million of our Common Stock.
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