Wendy's 2015 Annual Report Download - page 6

Item 1. Business.
Introduction
The Wendy’s Company (“The Wendy’s Company”) is the parent company of its 100% owned subsidiary
holding company Wendy’s Restaurants, LLC (“Wendy’s Restaurants”). Wendy’s Restaurants is the parent company
of Wendy’s International, LLC, formerly known as Wendy’s International, Inc. Wendy’s International, LLC is the
indirect parent company of Quality Is Our Recipe, LLC (“Quality”), which is the owner and franchisor of the
Wendy’s®restaurant system in the United States. As used in this report, unless the context requires otherwise, the
term “Company” refers to The Wendy’s Company and its direct and indirect subsidiaries, and “Wendy’s” refers to
Quality when the context relates to ownership of or franchising the Wendy’s®restaurant system and to
Wendy’s International, LLC when the context refers to the Wendy’s®brand.
As of January 3, 2016, the Wendy’s restaurant system was comprised of 6,479 restaurants, of which 632 were
owned and operated by the Company. References in this Annual Report on Form 10-K (the “Form 10-K”) to
restaurants that we “own” or that are “company-owned” include owned and leased restaurants. The Wendy’s Company’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, The Wendy’s Company’s corporate name was
changed from Triarc Companies, Inc. (“Triarc”) to Wendy’s/Arby’s Group, Inc. Effective July 5, 2011, in 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. We also provide our Code of Business Conduct
and Ethics, free of charge, on our website. 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 the Bakery
On May 31, 2015, Wendy’s completed the sale of 100% of its membership interest in The New Bakery
Company, LLC and its subsidiaries (collectively, the “Bakery”), to East Balt US, LLC (the “Buyer”) for $78.5 million
in cash (subject to customary purchase price adjustments).
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 (“ARG”), a wholly-owned subsidiary of ARG Holding Corporation (“ARG Parent”), for
$130.0 million in cash (subject to customary purchase price adjustments) and 18.5% of the common stock of ARG
Parent (through which Wendy’s Restaurants indirectly retained an 18.5% interest in Arby’s).
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, including 2015, the fourth quarter represents a 14-week period.
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