Wendy's 2010 Annual Report Download - page 38

The following table provides information with respect to repurchases of shares of Wendy’s/Arby’s 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 2010:
Issuer Repurchases of Equity Securities
Period
Total Number of
Shares Purchased(1)
Average
Price Paid
per Share
Total Number of
Shares Purchased
as Part of
Publicly Announced
Plan(2)
Approximate Dollar
Value of Shares
that May Yet Be
Purchased Under
the Plan(2)
October 4, 2010
through
November 7, 2010 5,176 $4.44 — $ 79,517,373
November 8, 2010
through
December 5, 2010 — — — $249,517,373
December 6, 2010
through
January 2, 2011 802 $4.63 — $249,517,373
Total 5,978 $4.46 — $249,517,373
(1) Includes 5,978 shares reacquired by Wendy’s/Arby’s from holders of restricted stock awards to satisfy tax
withholding requirements. The shares were valued at the average of the high and low trading prices of Wendy’s/
Arby’s Common Stock on the vesting date of such awards.
(2) On January 27, 2010, March 22, 2010 and May 27, 2010, Wendy’s/Arby’s 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, $50.0 million and $75.0 million, respectively, of Wendy’s/
Arby’s Common Stock. On November 11, 2010, Wendy’s/Arby’s Board of Directors authorized the extension of
the current stock repurchase program through January 1, 2012 and authorized the repurchase of up to an
additional $170.0 million of Wendy’s/Arby’s Common Stock, bringing the total amount currently authorized to
approximately $250.0 million. The stock repurchase program will allow Wendy’s/Arby’s to make repurchases as
market conditions warrant and to the extent legally permissible.
(Wendy’s/Arby’s Restaurants)
As a limited liability company, Wendy’s/Arby’s Restaurants does not issue common stock. The registrant’s sole
member is Wendy’s/Arby’s. There is no market for Wendy’s/Arby’s Restaurants member’s interest. It has no securities
authorized for issuance under equity compensation plans.
A total of $443.7 million and $115.0 million of intercompany cash dividends were paid to Wendy’s/Arby’s in
2010 and 2009, respectively.
(Wendy’s/Arby’s and Wendy’s/Arby’s Restaurants)
The Companies’ ability to meet their cash requirements is primarily dependent upon their cash and cash
equivalents on hand and cash flows from Wendy’s and Arby’s, including loans and cash dividends. Additionally,
Wendy’s/Arby’s ability to meet its cash requirements is also dependent upon payments by Wendy’s and Arby’s under
a tax sharing agreement. The Companies’ cash requirements include, but are not limited to, interest and principal
payments on their indebtedness. Under the terms of the Credit Agreement (see “Item 1A. Risk Factors—Risks
Related to Wendy’s and Arby’s Businesses—Wendy’s/Arby’s Restaurants 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 Wendy’s/Arby’s Restaurants and its subsidiaries to pay any
dividends or make any loans or advances to Wendy’s/Arby’s. The ability of Wendy’s and Arby’s to pay cash dividends
to the Companies or make any loans or advances, as well as to make payments under the tax sharing agreement to
Wendy’s/Arby’s is also dependent upon their ability to achieve sufficient cash flows after satisfying their cash
requirements, including debt service. As of January 2, 2011, under the terms of the Credit Agreement, there was
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