Wendy's 2010 Annual Report Download - page 9

Item 1. Business.
Introduction
Wendy’s/Arby’s Group, Inc. (“Wendy’s/Arby’s”) is the parent company of its 100% owned subsidiary holding
company Wendy’s/Arby’s Restaurants, LLC (“Wendy’s/Arby’s Restaurants”). Wendy’s/Arby’s Restaurants is the
parent company of Wendy’s International, Inc. (“Wendy’s”) and Arby’s Restaurant Group, Inc. (“Arby’s”), which are
the owners and franchisors of the Wendy’s®and Arby’s®restaurant systems, respectively. As used in this report,
unless the context requires otherwise, the term “Companies” refers to Wendy’s/Arby’s and its direct and indirect
subsidiaries, including Wendy’s/Arby’s Restaurants.
As of January 2, 2011, the Wendy’s restaurant system was comprised of 6,576 restaurants, of which 1,394 were
owned and operated by the Companies. As of January 2, 2011, the Arby’s restaurant system was comprised of 3,649
restaurants, of which 1,144 were owned and operated by the Companies. References in this Form 10-K to restaurants
that we “own” or that are “company-owned” include owned and leased restaurants. Wendy’s/Arby’s corporate
predecessor was incorporated in Ohio in 1929 and was reincorporated in Delaware in June
1994. Effective September 29, 2008, in conjunction with the merger with Wendy’s, Wendy’s/Arby’s corporate name
was changed from Triarc Companies, Inc. (“Triarc”) to Wendy’s/Arby’s Group, Inc. The Companies’ principal
executive offices are located at 1155 Perimeter Center West, Atlanta, Georgia 30338, and their telephone number is
[phone]. We make our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K, and amendments to such reports, as well as the Wendy’s/Arby’s annual proxy statement, available, free of
charge, on our website as soon as reasonably practicable after such reports are electronically filed with, or furnished to,
the Securities and Exchange Commission. Our website address is www.wendysarbys.com. Information contained on
that website is not part of this Annual Report on Form 10-K.
Merger with Wendy’s
On September 29, 2008, Triarc and Wendy’s completed their previously announced merger (the “Wendy’s
Merger”) in an all-stock transaction in which Wendy’s shareholders received 4.25 shares of Wendy’s/Arby’s Class A
common stock for each Wendy’s common share owned.
In the Wendy’s Merger, approximately 377,000,000 shares of Wendy’s/Arby’s Class A common stock were
issued to Wendy’s shareholders. The merger value of approximately $2.5 billion for financial reporting purposes is
based on the 4.25 conversion factor of the Wendy’s outstanding shares as well as previously issued restricted stock
awards, both at a value of $6.57 per share which represented the average closing market price of Triarc Class A
common stock two days before and after the merger announcement date of April 24, 2008. Wendy’s shareholders
held approximately 80%, in the aggregate, of Wendy’s/Arby’s outstanding Class A common stock immediately
following the Wendy’s Merger. In addition, effective on the date of the Wendy’s Merger, Wendy’s/Arby’s Class B
common stock was converted into Class A common stock. In connection with the May 28, 2009 amendment and
restatement of Wendy’s/Arby’s Certificate of Incorporation, Class A common stock was redesignated as “Common
Stock.”
The Wendy’s and Arby’s brands continue to operate independently, with headquarters in Dublin, Ohio and
Atlanta, Georgia, respectively. A consolidated support center is based in Atlanta, Georgia and oversees all public
company responsibilities, as well as other shared service functions.
Fiscal Year
The Companies use a 52/53 week fiscal year convention whereby their fiscal year ends each year on the Sunday
that is closest to December 31 of that year. Each fiscal year generally is comprised of four 13-week fiscal quarters,
although in the years with 53 weeks, including 2009, the fourth quarter represents a 14-week period.
Business Segments
We operate in two business segments, Wendy’s and Arby’s. See Note 27 of the Financial Statements and
Supplementary Data included in Item 8 herein, for financial information attributable to our business segments and
geographic areas.
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