Wendy's 2011 Annual Report Download - page 3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ÈANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JANUARY 1, 2012
OR
‘TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
THE WENDY’S COMPANY
(Exact name of registrants as specified in its charter)
Commission file number: 1-2207
Delaware 38-0471180
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
One Dave Thomas Blvd., Dublin, Ohio 43017
(Address of principal executive offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: [phone]
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class
Name of Each Exchange on
Which Registered
Common Stock, $.10 par value The NASDAQ Stock Market LLC
Securities Registered Pursuant to Section 12(g) of the Act: None
WENDY’S RESTAURANTS, LLC
(Exact name of registrants as specified in its charter)
Commission file number: 333-161613
Delaware 38-0471180
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
One Dave Thomas Blvd., Dublin, Ohio 43017
(Address of principal executive offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: [phone]
Securities Registered Pursuant to Section 12(b) of the Act:
None
Securities Registered Pursuant to Section 12(g) of the Act:
None
Indicate by check mark if either registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
The Wendy’s Company Yes ÈNo ‘
Wendy’s Restaurants, LLC Yes ‘No È
Indicate by check mark if each registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
The Wendy’s Company Yes ‘No È
Wendy’s Restaurants, LLC Yes ÈNo ‘
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
The Wendy’s Company Yes ÈNo ‘
Wendy’s Restaurants, LLC Yes ‘No È*
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
The Wendy’s Company Yes ÈNo ‘
Wendy’s Restaurants, LLC Yes ÈNo ‘
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
each registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ‘
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
The Wendy’s Company
Large accelerated filer ÈAccelerated filer ‘Non-accelerated filer ‘Smaller reporting company ‘
Wendy’s Restaurants, LLC
Large accelerated filer ‘Accelerated filer ‘Non-accelerated filer ÈSmaller reporting company ‘
Indicate by check mark whether either registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ‘No È
The aggregate market value of common equity held by non-affiliates of The Wendy’s Company as of July 1, 2011 was approximately $1,575,521,018. As of
February 24, 2012, there were 389,950,170 shares of The Wendy’s Company common stock outstanding.
As a limited liability company, Wendy’s Restaurants, LLC does not issue common stock but has one member’s interest issued and outstanding. Wendy’s
Restaurants, LLC’s sole member is The Wendy’s Company. There is no aggregate market value for Wendy’s Restaurants, LLC member’s interest as of February 24, 2012.
Wendy’s Restaurants, LLC meets the conditions set forth in General Instruction (I)(1)(a) and (b) of Form 10-K and is therefore filing this Form 10-K with
reduced disclosure format.
* Wendy’s Restaurants, LLC has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the period it was
required to file such reports.
DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part III of this Form 10-K, to the extent not set forth herein, is incorporated herein by reference from The Wendy’s Company’s
definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after January 1, 2012.