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): March 3, 2011

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))

1

Item 7.01.Regulation FD Disclosure.

On March 3, 2011, management of Wendy’s/Arby’s Group, Inc. (the “Company”) gave a slide presentation during the Company’s fourth quarter and full-year 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 March 3, 2011.

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                     

Stephen E. Hare

Senior Vice President

and Chief Financial Officer

Dated: March 3, 2011

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EXHIBIT INDEX

Exhibit                    Description

  99.1 Earnings conference call slide presentation materials used beginning on March 3, 2011.

3

EX-99.1

Fourth Quarter and
Full-Year 2010 Earnings Call

March 3, 2011

Opening
Comments

John Barker

SVP and Chief Communications Officer

3

Agenda

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.

Business
Highlights

Roland Smith

President & Chief Executive Officer

6

Key Results by Brand - Q4 and Full-Year 2010

*

*Restaurant Margin adjusted to exclude breakfast impact of 0.4% in Q4 and 0.4% for full-year 2010.

*

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Q4 and Full-Year 2010 Results

*See Appendix for adjustments, which include: PY results adjusted to exclude 53rd week of $13.6 million.

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Update on Arby’s

•Announced on January 20th that we are exploring
strategic alternatives for Arby’s, including a sale

•Re-launch of the brand with national advertising
began on February 27th

2010 Results and
2011 Outlook

Steve Hare

Chief Financial Officer

10

Fourth Quarter and Full-Year 2010 Results

*See Appendix.

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Cash Flow 2010

12

Consolidated Debt

*See Appendix.

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•Pursuing strategic alternatives for Arby’s,
including a potential sale

•Reducing corporate G&A to support single brand

2011: Transition Year

14

Benefits of Potential Sale of Arby’s

•Ability to focus resources on the Wendy’s brand

•Reduce corporate G&A to support a single brand

•Reduce capitalized lease obligations

•Reduce future capital expenditures

•Proceeds from sale would be available for
re-investment and return of capital to shareholders

Sale expected to be accretive to net
income and free cash flow

15

Reduce G&A to Support Single Brand

•In 2010, approximately 1/3 of our $417 million G&A
expenses related to Arby’s

•Arby’s G&A included direct G&A as well and
allocation of indirect support center G&A

•Assuming a sale of Arby’s, direct and indirect G&A
related to Arby’s expected to transfer to the buyer or
be eliminated

16

2011 Outlook

•Expect $345-355 million of pro forma(1)
Company EBITDA

•Key Assumptions:

–Wendy’s same-store sales growth +1% to +3%

–Wendy’s company-operated restaurant margin(2)
improvement of 30 to 60 basis points

•Commodities increasing 2-3%

–Capital expenditures of $145 million

(1) Assumes sale of Arby’s and related G&A reductions occurred as of the beginning of 2011.

(2) Includes breakfast expense in 2010 and 2011.

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Uses of Capital 2011 and beyond

•Investments in Organic Growth & Operations

–Breakfast (new kitchen equipment, coffee program,
menuboards)

–Remodeling

–POS/restaurant technology

–New restaurant development - North America

–Expansion in international markets

•Common Stock Repurchase and Dividends

Wendy’s Initiatives
& Global Expansion

Roland Smith

President & Chief Executive Officer

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Wendy’s Key 2011 Initiatives

•Reinforce “Real” Brand Positioning

•Introduce New Dave’s Hot ‘N Juicy Cheeseburger

•Launch New Products & Reinforce “My 99”

•Expand Breakfast Menu

•Deliver Operational Excellence

•Remodel Facilities

•Prepare for New Restaurant Growth

Drive Positive Same-Store Sales

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•Fresh, never frozen, 100%
pure North American beef

•40% thicker patty

•Quality toppings

•Crinkle-cut pickle

•Red onion

•Toasted and buttered bun

Dave’s Hot ‘N Juicy
Cheeseburgers Feature:

National Launch
2nd Half 2011

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Gold Hamburger Test Results

4 Week Base

1st Media Flight

2nd Media Flight

Dave’s Hot n’ Juicy Cheeseburgers

Test Market Average Unit Sales
(vs base)

+27%

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Wendy’s New Products
and My 99 Everyday Value Menu

Seasonal Salads

Seasonal Salads

Fish & Chips

Fish & Chips

Fresh Berry Frosty

Fresh Berry Frosty

Asiago

Asiago

Chicken Club

Chicken Club

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Wendy’s Breakfast Opportunity

•Wendy’s is the only major QSR
hamburger chain with an opportunity
to introduce breakfast

•AUVs $1.4 million without breakfast

•Breakfast can add $140,000-$150,000
to AUVs in the near-term

25

2011 Breakfast Expansion Timeline

Q4
2011

Q2
2011

Q3
2011

Q1
2011

2010

1,000

STORES

YE
2011

CONVERT 300 OLD MENU
STORES

NEW
MENU
LAUNCH

LOUISVILLE &
SAN ANTONIO

ADDITIONAL
MARKETS

•Kansas City

•Phoenix

•Pittsburgh

•Shreveport

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Wendy’s Facility Remodels and New Designs

Next Generation Designs in process

100 Remodels planned for 2011

75 to be in new design

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North America - Store Growth

~6,000 store base

1,000
new stores

28

8,000 store
opportunity

8,000 store
opportunity

29

Recent International Announcements

Philippines

•Expandingexisting development agreement with Wenphil

–Adding 44 new restaurants for a total of 75 Wendy’s locations in
the country

Japan

•New joint venture agreement with Higa Industries Co., Ltd

–Leading food importer and distributor

–Successful former Domino’s Pizza franchisee

–First Wendy’s restaurant scheduled to open in Tokyo in 2011, with
plans for rapid growth

30

International* Development Pipeline

~1,000

*excludes Canada.

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Growth Initiatives Summary

•Introduce exciting, new products

•Expand dayparts - especially breakfast

•Focus on operational excellence

•Modernize our facilities

•Pursue global expansion

Average annual EBITDA growth of 10-15%, beginning in 2012

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Recent and Upcoming Events

•January 27

Investor Day

•March 9

Bank of America Merrill Lynch 2011
Consumer Conference

•March 14

Roth Capital Annual Orange County
Growth Stock Conference

•March 28

J.P. Morgan Gaming, Lodging,
Restaurant & Leisure Management
Access Forum 2011

•May 10

Q1 Earnings Release

Q&A

Appendix

35

36

(In Thousands)	Fourth Quarter		Twelve Months
(Unaudited)	2010 (13 weeks)	2009 (14 weeks)	2010 (52 weeks)	2009 (53 weeks)
EBITDA	$85,824	$82,619	$384,037	$384,359
Depreciation and amortization	(44,724)	(46,882)	(182,172)	(190,251)
Impairment of long-lived assets	(28,053)	(51,024)	(69,477)	(82,132)
Operating profit (loss)	13,047	(15,287)	132,388	111,976
Interest expense	(32,694)	(37,037)	(137,229)	(126,708)
Loss on early extinguishment of debt	-	-	(26,197)	-
Investment income (expense), net	5	842	5,261	(3,008)
Other than temporary losses on investments	-	-	-	(3,916)
Other income, net	808	1,220	3,782	1,523
Loss before income taxes	(18,834)	(50,262)	(21,995)	(20,133)
Benefit from income taxes	8,076	35,544	17,670	23,649
Net (loss) income from continuing operations	$(10,758)	$(14,718)	$(4,325)	$3,516

Wendy’s/Arby’s Group, Inc. and Subsidiaries

Calculation and Comparison of EBITDA and a Reconciliation of EBITDA to Net Income

(In Thousands)	Fourth Quarter		Twelve Months
(Unaudited)	2010 (13 weeks)	2009 (14 weeks)	2010 (52 weeks)	2009 (53 weeks)
EBITDA	$85,824	$82,619	$384,037	$384,359
Plus: Integration costs in general and administrative (G&A)	1,185	5,387	5,514	16,598
SSG purchasing co-op expenses in G&A	245	-	5,145	-
Incremental advertising for Wendy’s new breakfast	1,738	-	7,192	-
Reversal of pension withdrawal expense in cost of sales	(4,975)	-	(4,975)	-
Wendy’s purchasing co-op start-up costs in G&A	-	15,500	-	15,500
Facilities relocation and corporate restructuring	-	2,125	-	11,024
Pension withdrawal expense in cost of sales	-	4,975	-	4,975
Benefit from vacation policy standardization in G&A	-	(3,339)	-	(3,339)
Benefit from vacation policy standardization in cost of sales	-	(3,925)	-	(3,925)
Adjusted EBITDA	84,017	103,342	396,913	425,192
Less:
EBITDA effect of additional week in 2009	N.A.	(13,600)	N.A.	(13,600)
Normalized 52 weeks adjusted EBITDA	$84,017	$89,742	$396,913	$411,592

Reconciliation of EBITDA to Adjusted EBITDA

% Change in Adjusted EBITDA-6.4%-3.6%