Wendy's 2011 Annual Report Download - page 32

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 Exchange Act) during the fourth fiscal quarter
of 2011:
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
Approximate Dollar
Value of Shares
that May Yet Be
Purchased Under
the Plan (2)
October 3, 2011
through
November 6, 2011 1,100,036 $4.43 1,095,000 $ 92,503,274
November 7, 2011
through
December 4, 2011 — — — $92,503,274
December 5, 2011
through
January 1, 2012 276,908 $5.36 — $0
Total 1,376,944 $4.62 1,095,000 $0
(1) Includes 281,944 shares reacquired by The Wendy’s Company from holders of share-based awards to satisfy
certain requirements associated with the vesting or exercise of the respective award. The shares were valued at the
average of the high and low trading prices of our common stock on the vesting date of such awards.
(2) The authorization for the repurchase program expired at the end of fiscal 2011.
(Wendy’s Restaurants)
As a limited liability company, Wendy’s Restaurants does not issue common stock. The registrant’s sole
member is The Wendy’s Company. There is no market for Wendy’s Restaurants member’s interest. It has no
securities authorized for issuance under equity compensation plans.
Intercompany cash dividends of $443.7 million were paid to The Wendy’s Company in 2010.
(The Wendy’s Company and Wendy’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, including loans and cash dividends. Additionally, The Wendy’s
Company ability to meet its cash requirements is also dependent upon payments by Wendy’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 The
Wendy’s Company and Wendy’s Restaurants—Wendy’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 Restaurants and its subsidiaries to pay any
dividends or make any loans or advances to The Wendy’s Company. The ability of Wendy’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 The
Wendy’s Company is also dependent upon their ability to achieve sufficient cash flows after satisfying their cash
requirements, including debt service. As of January 1, 2012, under the terms of the Credit Agreement, there was
$77.7 million available for the payment of dividends directly to The Wendy’s Company from Wendy’s Restaurants,
or Wendy’s. See Note 12 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.
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