8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 13, 2010

WENDY’S/ARBY’S GROUP, INC.

-----------------------------------------------------------------------------------

(Exact name of registrant as specified in its charter)

Delaware	1-2207	38-0471180
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
1155 Perimeter Center West Atlanta, Georgia		30338
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code:		(678) 514-4100
(Former Name or Former Address, if Changed Since Last Report):		N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01.Regulation FD Disclosure.

On May 13, 2010, management of Wendy’s/Arby’s Group, Inc. (the “Company”) gave a slide presentation during the Company’s first quarter 2010 earnings conference call.  The presentation materials are attached hereto as Exhibit 99.1 and incorporated herein by reference.  These materials may also be used at one or more subsequent conferences with analysts and investors.

The information contained in the attached presentation materials is summary information that is intended to be considered in the context of the Company’s SEC filings and other public announcements.  The Company undertakes no duty or obligation to publicly update or revise this information, although it may do so from time to time.

The information in this Current Report on Form 8-K, including the exhibit furnished pursuant to Item 9.01, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities under that Section.  Furthermore, the information in this Current Report on Form 8-K, including the exhibit furnished pursuant to Item 9.01, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933.

Item 9.01.Financial Statements and Exhibits.

(d)              Exhibits

99.1 Earnings conference call slide presentation materials used beginning on May 13, 2010.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WENDY’S/ARBY’S GROUP, INC.
	By:  /s/ STEPHEN E. HARE
Dated: May 13, 2010	Stephen E. Hare
	Senior Vice President
	and Chief Financial Officer

EXHIBIT INDEX

Exhibit                 Description

99.1 Earnings conference call slide presentation materials used beginning on May 13, 2010.

EX-99.1

First Quarter 2010
Earnings Call & Webcast

May 13, 2010

Opening Comments

John Barker
SVP and Chief Communications Officer

2

§Business Highlights - Roland Smith

−First Quarter 2010

−Strategic Sourcing Group (SSG)

§Financial Results - Steve Hare

−First Quarter Consolidated Financial Overview

−Cash Flow and Debt Capitalization

−Refinancing

−Stock Repurchase and Dividend

−2010 Financial Outlook

§Brand and International Updates - Roland Smith

§Q&A

Agenda

3

Wendy’s/Arby’s Group Reported Today:

§First Quarter 2010 Results

§Balance Sheet Highlights

§Adjusted EBITDA

§Selected Financial Highlights for each Brand

§Form 10-Q

First Quarter 2010

4

Forward-Looking Statements and
Regulation G

This presentation, and certain information that management may discuss in connection with this
presentation, may contain statements that are not historical facts, including, importantly,
information concerning possible or assumed future results of our operations.Those statements
constitute “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995 (the “Reform Act”).For all our forward-looking statements, we claim the
protection of the safe harbor for forward-looking statements contained in the Reform Act.

Many important factors could affect our future results and could cause those results to differ
materially from those expressed in or implied by our forward-looking statements.Such factors,
all of which are difficult or impossible to predict accurately, and many of which are beyond our
control, include but are not limited to those identified under the caption “Forward-Looking
Statements” in our most recent earnings press release and in the “Special Note Regarding
Forward-Looking Statements and Projections” and “Risk Factors” sections of our most recent
Form 10-K and subsequent Form 10-Qs.

In addition, this presentation and certain information management may discuss in connection
with this presentation reference non-GAAP financial measures, such as earnings before
interest, taxes, depreciation and amortization, or EBITDA.Reconciliations of non-GAAP
financial measures to the most directly comparable GAAP financial measure are in the
Appendix to this presentation, and are included in the earnings release and posted on the
Investor Relations section of our website.

First Quarter 2010 Highlights

Roland SmithPresident & Chief Executive Officer

6

§Adjusted EBITDA* grew 14.7% to $92.1 million

§Wendy’s:

−Positive same-store sales

−430 basis point restaurant margin improvement in
company-operated stores

§Arby’s:

–Sales and margins declined at Arby’s

−Focused on turnaround plan to re-energize the brand

−Continued $1 Value Menu rollout

–Transactions improved

*See Appendix.

First Quarter 2010 Business Overview

7

Wendy’s First Quarter 2010 Results

§North America systemwide same-store sales increased 0.8%

−Same-store sales among strongest in the industry

−Impacted by severe weather in February

§430 basis point restaurant margin increase

8

Wendy’s First Quarter 2010

Marketing Calendar

January

February

March

Premium

Fish Fillet

99¢

9

Arby’s First Quarter 2010 Results

§North America systemwide same-store sales declined 11.5%

§Margin decreased due to sales deleveraging

10

January

February

March

Premium

Cod

Arby’s First Quarter 2010

Marketing Calendar

11

§Formed a new independent purchasing cooperative,
Strategic Sourcing Group Co-op, LLC (SSG)

§Negotiates contracts for non-branded supplies and services
for both Wendy’s and Arby’s, such as equipment, kitchen
smallwares, furnishings, menuboards and signs, as well as
utilities and restaurant-level contract services

§Commitment to fund $4.9 million of operating expense,
which was recorded as a charge in the First Quarter of 2010
and will be paid over a 24-month period

Strategic Sourcing Group

Financial Overview

Steve Hare
Chief Financial Officer

13

First Quarter 2010 Consolidated
Operating Results

14

*See Appendix.

First Quarter 2010 EBITDA and
Adjusted EBITDA*

15

Cash Flow - First Quarter 2010

16

Debt Capitalization

17

§Planning to enter into a new $650 million Senior Secured
Credit Facility

–$150 million Revolver

–$500 million Term Loan

§The proceeds of the Term Loan will be used to:

–Refinance existing term loan of $251 million

–Refinance 6.25% senior notes due 2011 of $200 million

§Enhances flexibility and addresses medium term debt
maturities

§Potential annual interest expense savings

Refinancing

18

§Stock Repurchase

–$250 million authorized for stock repurchases

–As of May 7, 2010, 40 million common stock shares
repurchased for $190.2 million, at an average per share
price of $4.76

–Company may repurchase additional shares as market
conditions warrant through January 2, 2011

§Quarterly Cash Dividend

–$0.015 per share

–Payable on June 15, 2010 to stockholders of record as of
June 1, 2010

Stock Repurchase and Dividend

19

Financial Outlook

Source: U.S. Bureau of Labor Statistics, The Conference Board

Unemployment rate

remains high at 9.7%

Confidence improved in
March and April

U.S. Unemployment Rate Remains High, but Consumer Confidence
Improved in March and April

20

§Positive Same-store Sales at Wendy’s

§Negative Same-store Sales at Arby’s, but Improving
Year-over-Year

§Continued G&A Savings

§Total Capital Expenditures of $165 Million

–Open 12 new Wendy’s

–Remodel 100 Wendy’s and 100 Arby’s

§Low-to-Mid Single Digit Growth in Adjusted EBITDA

–Excludes effect of 53rd week ($14 million in 2009)

–Excludes investment spending on Wendy’s breakfast

Financial Outlook 2010

Brand and International Update

Roland SmithPresident & Chief Executive Officer

22

Wendy’s 2nd & 3rdQuarter 2010
Marketing Calendar

April

May

June

Q3

23

§Steady Improvement in Operations Excellence

–Number of “A” and “B” stores increased by 5 points

Wendy’s Continuing to Improve

Restaurant Operations

Q1 2008

Q4 2009

Q1 2010

33%

68%

73%

24

§100 remodels in 2010

–Focusing on “Curve” and “Tower” upgrades

Curve

Tower

Wendy’s Remodel Update

26

§“Real, Quality, Fresh” Positioning

§Key Initiatives

–2010 First Quarter: Tested new menu
and simplified operations

–2010 Second and Third Quarters: Beginning to
introduce new menu in 3 existing breakfast
markets

–2010 Fourth Quarter: Plan to expand into
additional company and franchise markets

–Late 2011: begin national introduction

Wendy’s Breakfast Update

26

§Execute Turnaround Plan:

–Hire an experienced President

–Expand value strategy

–Validate brand positioning

–Increase media efficiency

–Improve advertising effectiveness

–Revitalize product innovation

–Launch a three-year remodeling program

Arby’s 2010 Initiatives

27

§Quick-Service Restaurant Industry
Veteran Returns Home to the
Arby’s Brand

§Extensive Experience Leading
Successful, High Performance
Organizations

–President of Church’s Chicken

–President and CEO of Susan G. Komen

–CEO of Catalytic Ventures

–Market Research Manager for the Arby’s
franchise marketing association (AFA)

–Vice President Product Development &
Strategic Planning for AFA

Arby’s New President
Hala Moddelmog

28

SSS = -8.4%

SSS = -11.6%

SSS = -12.6%

Arby’s Value Strategy Driving
Transaction Improvement

29

§Increased National Media Rate from 1.2% to 2.4%

§Revised Creative to Focus on Quality Products and
Value

Arby’s Media and Advertising

30

Arby’s 2nd & 3rd Quarter 2010
Marketing Calendar

April

May

June

Beef ‘n Cheddar

Prime Cut™ Chicken

Q3

National Advertising

(4/11-5/8)

NationalAdvertising

(7/18-8/14)

31

Pinnacle Remodel

Arby’s Remodel Update

New Pinnacle

§100 Remodels in 2010

§Three-year Remodeling Program

32

§First dual-branded Wendy’s and
Arby’s restaurant opened in
Dubai on May 11, 2010

§Al Jammaz Group (franchisee)
planning to open approximately
80 dual brand restaurants over
the next 10 years in the Middle
East

–Initial focus on development in
United Arab Emirates

Dual-Branded Restaurant in Dubai

International Update

33

§Opened Second New Restaurant
in Singapore

–Kopitiam franchisee plans to open
35 total restaurants over 10 years

§2010 Plans

–Existing franchisees expected to
open 35 to 45 new restaurants

–Targeting development agreements
for approximately 400 restaurants

–Plan to enter 3 to 4 new countries

–Identifying new franchise partner for
Japan

New Wendy’s Restaurant in Singapore

New Wendy’s Restaurant in Mexico

International Update

34

§Strong First Quarter 2010 Adjusted EBITDA* Growth
of 14.7%

§On Track with Wendy’s Brand Revitalization and Margin
Improvement

§Early Stage Turnaround for Arby’s

§Formation of Strategic Sourcing Group

§Long-Term Growth from New Investments

–Breakfast, Remodels and International

§Returning Capital to Stockholders

§Deliver Low-to-Mid Single Digit Growth in 2010
Adjusted EBITDA

*See Appendix.

Summary

35

Upcoming Events

§Stockholder Meeting - May 27 in New York

§Oppenheimer Conference - June 29-30 in Boston

§Analyst Day - November 18 in Dublin, OH

www.wendysarbys.com

Q&A

Appendix

38