Wendy's 2012 Annual Report Download - page 6

connection with the sale of Arby’s Restaurant Group, Inc. (“Arby’s”), Wendy’s/Arby’s Group, Inc. changed its name to
The Wendy’s Company. The Company’s principal executive offices are located at One Dave Thomas Blvd., Dublin,
Ohio 43017, and its 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 our 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.aboutwendys.com.
Information contained on that website is not part of this Form 10-K.
Merger with Wendy’s
On September 29, 2008, Triarc and Wendy’s completed their 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. 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.”
Sale of Arby’s
On July 4, 2011, Wendy’s Restaurants completed the sale of 100% of the common stock of Arby’s to ARG IH
Corporation (“Buyer”), a wholly owned subsidiary of ARG Holding Corporation (“Buyer Parent”), for
$130.0 million in cash (subject to customary purchase price adjustments) and 18.5% of the common stock of Buyer
Parent (through which Wendy’s Restaurants indirectly retained an 18.5% interest in Arby’s) with a fair value of
$19.0 million. Buyer and Buyer Parent were formed for purposes of this transaction. The Buyer also assumed
approximately $190.0 million of Arby’s debt, consisting primarily of capital lease and sale-leaseback obligations.
Fiscal Year
The Company uses a 52/53 week fiscal year convention whereby its 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, the fourth quarter represents a 14-week period.
Business Segments
The Company manages and internally reports its business geographically. The operation and franchising of
Wendy’s restaurants in North America (defined as the United States and Canada) comprises virtually all of our
current operations and represents a single reportable segment. The revenues and operating results of Wendy’s
restaurants outside of North America are not material. See Note 26 of the Financial Statements and Supplementary
Data included in Item 8 herein, for financial information attributable to our geographic areas.
The Wendy’s Restaurant System
Wendy’s is the worlds third largest quick-service restaurant company in the hamburger sandwich segment.
Wendy’s is primarily engaged in the business of operating, developing and franchising a system of distinctive
quick-service restaurants serving high quality food. At December 30, 2012, there were 6,186 Wendy’s restaurants in
operation in North America. Of these restaurants, 1,427 were operated by Wendy’s and 4,759 by a total of
439 franchisees. In addition, at December 30, 2012, there were 374 franchised Wendy’s restaurants in operation in
26 countries and territories other than North America. See “Item 2. Properties” for a listing of the number of
company-owned and franchised locations in the United States and in foreign countries and United States territories.
The revenues from our restaurant business are derived from three principal sources: (1) sales at company-owned
restaurants; (2) sales from our company-owned bakery; and (3) franchise royalties received from Wendy’s franchised
restaurants.
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