Wendy's 2011 Annual Report Download - page 109

THE WENDY’S COMPANY AND SUBSIDIARIES
WENDY’S RESTAURANTS, LLC AND SUBSIDIARIES
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(In Thousands Except Per Share Amounts)
During 2011, 2010 and 2009, Wendy’s Restaurants recognized $426, $940 and $(315) of interest (reductions)
expense and $(46), $425 and $(535) of penalty (reductions) expense, respectively, related to uncertain tax positions.
Wendy’s Restaurants has approximately $4,583 and $4,741 accrued for interest and $1,283 and $1,204 accrued for
penalties as of January 1, 2012 and January 2, 2011, respectively.
(15) Stockholders’ Equity
(The Wendy’s Company)
We had 470,424 shares of common stock issued at the beginning and end of 2011, 2010 and 2009. Our
common stock held in treasury activity for 2011, 2010 and 2009 was as follows:
Treasury Stock
2011 2010 2009
Number of shares at beginning of year ....................................... 52,050 17,492 1,220
Repurchase of common stock ............................................. 30,983 35,406 16,911
Common shares issued:
Upon exercises of stock options, net .................................... (1,461) (383) (524)
Upon grant of restricted stock and for directors fees ........................ (1,163) (470) (52)
Other ................................................................ 291 5 (63)
Number of shares at end of year ........................................... 80,700 52,050 17,492
Preferred Stock
There were 100,000 shares authorized and no shares issued of preferred stock throughout 2011, 2010 and
2009.
Restricted Net Assets of Subsidiaries
Restricted net assets of consolidated subsidiaries were $1,799,664, representing approximately 90% of The
Wendy’s Company consolidated stockholders’ equity as of January 1, 2012, and consisted of net assets of Wendy’s
Restaurants which were restricted as to transfer to The Wendy’s Company in the form of cash dividends, loans or
advances under the covenants of the Credit Agreement. As of January 1, 2012, there was $77,747 available for
payment of dividends directly to The Wendy’s Company from Wendy’s Restaurants restricted subsidiaries.
(16) Share-Based Compensation
The Wendy’s Company maintains several equity plans (the “Equity Plans”) which collectively provide or
provided for the grant of stock options, restricted shares, tandem stock appreciation rights, restricted share units and
performance shares (collectively, the “Grants”) to certain officers, other key employees, non-employee directors and
consultants. The Wendy’s Company has not granted any tandem stock appreciation rights. Since the establishment of
Wendy’s Restaurants in 2008, substantially all Grants have been made to employees of Wendy’s Restaurants. The
Equity Plans also provide for the grant of shares of The Wendy’s Company common stock to non-employee directors.
During 2010, The Wendy’s Company implemented the 2010 Omnibus Award Plan (the “2010 Plan”) for the
issuance of equity instruments as described above. All equity grants during 2011 and 2010 were issued from the 2010
Plan and it is the only equity plan from which future equity instruments may be granted. As of January 1, 2012 there
were approximately 59,246 shares of common stock available for future grants under the 2010 Plan.
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