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Executives

John Barker – Chief Communications Officer

Roland C. Smith – President, Chief Executive Officer and Director

Stephen E. Hare – Chief Financial Officer & Senior Vice President

Analysts

John Glass - Morgan Stanley

Reza Vahabzadeh – Barclays Capital

Michael Gallo - C.L. King & Associates, Inc.

Mitch Kaiser - Buckingham Research

Jeffrey Bernstein - Barclays Capital

Tom Forte - Telsey Advisory Group

Paul Westra - Cowen and Company

Adam [Pleasner] – Credit Suisse

Ed Einboden – WM Smith

Wendy’s/Arby’s Group Inc. (WEN) Q2 2009 Earnings Call August 6, 2009 12:00 PM ET

Operator

Welcome to the Wendy's/Arby's second quarter 2009 earnings conference call. Our host for today’s call are John Barker, Chief Communications Officer; Roland Smith, President and Chief Executive Officer and Stephen Hare, Chief Financial Officer. (Operator Instructions) I would now like to turn the conference over to our host, John Barker, Chief Communications Officer. Please go ahead, sir.

John Barker

Thank you very much. Good afternoon, everyone. Thank you for dialing in and listening in. Today's call is being accompanied by a PowerPoint presentation so I wanted to point that out right away. You can find that, if you haven’t already, on our Investor Relations page on our corporate website and there are some links there you can click on depending on the media player that you have.

Our agenda for today’s call and our webcast will begin with remarks from Roland who will discuss an overview of our second quarter results, brand performance highlights, progress we are making on our key profit drivers and then an outlook about our future growth for the company. Then our CFO, Steve Hare, will review the financial results in greater detail. Stephen will provide an analysis of our G&A savings to date. He will comment on our recent debt offering and the resulting debt capitalization and lastly discuss our dividend and stock repurchase program. Roland will come back then and update you on initiatives intended to drive performance of both of our brands and then make some final comments before we open up the line for Q&A. Our main focus on today's call will be to discuss our financial performance as well as our plans to grow the business profitability and generate shareholder value.

I would like to a minute to first summarize what is included in our financial statements, which we put out today along with our earnings release. There is a full P&L. It has a consolidated second quarter and year-to-date results. Please note the results for 2008 reflect pre-merger results for Triarc and therefore do not include results of Wendy's. You need to understand this difference, when looking at the comparison between 2009 and 2008 as it is not meaningful.

Also included in today’s release are come key balance sheet items and then we also have a table that shows for the second quarter year-to-date our EBITDA, a reconciliation of EBITDA to the reported net income or loss and adjusted EBITDA, which excludes facilities reallocation, Wendy’s special committee charges, corporate restructuring and integration costs. In addition there is a comparison to the pro forma results for 2008.

The pro forma results are as-is when the merger with Wendy’s occurred at the beginning of 2008 and a complete P&L on a pro forma basis for each quarter of 2008 is now available on our IR section of our website at wendysarbys.com. We also provided selected financial highlights for each of the brands and you can see that in the attachment. That has same-store sales, revenues, four-wall EBITDA margin percent and the total number of restaurants as of quarter end. We also filed this morning simultaneously with the quarter release our Form 10-Q.

Now before we begin I'd like to refer you for just a minute to the safe harbor statement that is attached to this morning's release. Certain information that we may discuss today regarding future performance such as financial goals, plans and development, is forward-looking. Various factors could affect the company's results and cause those results to differ materially from those expressed in our forward-looking statements. Some of those factors are referenced in the Safe Harbor statement that is attached to the news release.

Also, some of the comments today will reference non-GAAP financial measures such as earnings before interest, taxes, depreciation and amortization. Investors should review our reconciliations of non-GAAP terms to the most directly comparable GAAP financial measure.

With that let me turn it over to Roland.

Roland Smith

Thanks, John. Good morning, everyone, and thanks again for joining us today. I would like to start our presentation with an overview of the second quarter. We are very pleased with our second quarter EBITDA results. I realize that we are having a little bit of trouble with the slides. They are coming up a little slower than we had expected but I am going to continue and hopefully they will catch up with us here in a minute.

Adjusted EBITDA was $117.2 million, an increase of 13.2% versus year-ago pro forma results. We are excited about the momentum we are building at the Wendy’s brand. For example, in Q2 we improved company operated EBITDA margin 370 basis points versus a year ago and we have also developed a very strong new product pipeline. By the end of the year we will have tested at least 14 new products which is more than Wendy’s has tested in a single year in quite a long time.

At Arby’s we are disappointed with our top line. However, same store sales have continued to improve sequentially each quarter as we continue to emphasize our premium roast burger sandwiches and value. Our key profit drivers remain on track and we are highly confident we can deliver $60 million in G&A savings and $100 million in incremental margin improvement by the end of 2011. Finally, we are excited about two key growth opportunities; international and dual-branding. In a moment I will talk about both of these.

Now I would like to cover some performance highlights on both of our brands. On slide seven you can see that in the second quarter Wendy’s company operated same store sales were down 1.2% and franchise same store sales were flat. However, excluding the impact of service breakfast in fewer stores we would have delivered same store sales in the second quarter of plus 0.6% in company stores and system same store sales would have been positive.

We are pleased with this performance in light of the difficult economic environment and as I will speak about in a moment July same store sales for the company have been positive.

Most encouraging in the second quarter was our margin performance at Wendy’s company operated stores. Wendy’s restaurant margin was 15.9%, up 370 basis points compared to the same quarter last year. This year-over-year improvement was primarily due to many price increases taken during the second half of 2008, reduced labor costs as we continue to emphasize an ownership mentality which includes a new bonus program for restaurant managers that focus on store level profitability, lower controllable costs specifically in the areas of utilities and maintenance and lower food waste.

It is very important to note this margin improvement was achieved with no benefit from commodity costs as compared to the second quarter of 2008.

At Arby’s while company same store sales were down 5.8% for the quarter as you can see from the chart we continued to make sequential improvement in same store sales q2a. From a margin perspective, Arby’s generated a 14.9% restaurant store margin. While this was down 100 basis points from a year ago primarily due to de-leveraging, it was an improvement of 70 basis points versus the first quarter.

The next two slides provide an update on our two key profit drivers. The chart on the bottom of slide 10 highlights the timetable for our targeted 500 basis points of margin improvement at Wendy’s company stores through 2011. As I said a moment ago, we significantly exceeded our margin improvement target in Q2 and our year-to-date margin improvement was 240 basis points.

Although we believe commodity costs will be lower in the third and fourth quarter compared to year-ago and the first half of 2009, we will see less of a benefit from pricing than we did in the first half. So based on these factors and the excellent progress we are making to reduce labor, controllables and food costs, we now expect to exceed 200 basis points of margin improvement for the full year 2009, well above our target. Therefore, we are more confident than ever about our ability to improve Wendy’s margins by 500 basis points by the end of 2011.

Our second key profit driver is cost savings from synergies and efficiencies. We are more than half way to our goal of achieving $60 million in G&A savings and we are ahead of schedule. Our shared service center is now in place in Atlanta. Our IT projects are right on track including our systems integration and we are beginning to work on identifying additional savings beyond the $60 million target. In a moment, Stephen will provide you with a more detailed analysis of our G&A and cost savings.

Before I turn it over to Steve I would like to give you a high level overview of our financial outlook. Most importantly, we continue to expect average annual adjusted EBITDA growth in the mid teen’s through 2011. Based on our first half results, here is our outlook for 2009.

First, as I just mentioned, we expect Wendy’s store level margins to improve by over 200 basis points versus a year ago, which is above our target. Second, we continue to make great progress on our cost saving initiatives and we are ahead of schedule. However, as you know same store sales have been soft at Arby’s and the turnaround has been slower than we expected. So when you net out all these factors, we expect mid-teen’s adjusted EBITDA growth for 2009. We think mid-teen’s EBITDA growth will be an excellent result in light of the economic conditions that continue to challenge the restaurant industry.

Now I will turn the call over to Steve for additional details on our second quarter. Steve?

Stephen Hare

Thank you Roland and good afternoon. I would like to update you on our consolidated P&L and our brand operating results. I will also provide a more detailed analysis of our G&A savings and finally I would like to discuss our recent note offering and board actions.

Slide 14 highlights the second quarter results as well as comments on some of the special expense items in the quarter. Consolidated revenues were $913 million during the second quarter of 2009. Cost of sales was $686 million or 84.1% of sales and reflects continued improvement in Wendy’s restaurant margins. G&A expense was approximately $113 million and that includes approximately $4.3 million of merger related integration costs. Depreciation and amortization was approximately $45 million and that amount will remain relatively consistent for the remainder of fiscal 2009. Impairment costs of $8.7 million primarily related to Arby’s restaurants and the sale of a corporate aircraft.

Facilities relocation and corporate restructuring of $3 million is primarily related to severance costs in connection with the Wendy’s merger. Interest expense of approximately $31 million for the quarter included the write off of deferred financing costs of $5.6 million. Going forward we expect that quarterly interest expense will increase to reflect our new note financing partially offset by the reduction of bank debt with the proceeds from that offering. We are also entering into fixed to floating interest rate swaps hedging about ¼ of our total debt.

Net investment expense reflects gains during the quarter as well the cost for early termination of our equity investment account. Investment losses relate to the write down of several non-restaurant equity positions. The tax rate for the second quarter was 36.5% and we continue to anticipate that our annual tax rate for 2009 will be approximately 38-40%. Net income was $14.9 million or $0.03 per share which includes after-tax special expense items of $12.4 million or $0.03 per share.

Roland highlighted our adjusted EBITDA for the second quarter earlier. The table on slide 15 gives you the adjustments to EBITDA which primarily include merger integration costs in 2009 and Wendy’s special committee charges from last year. Adjusted EBITDA was $117.2 million and represented a 13.2% growth rate over last year.

Now let me talk about performance for each of the brands. For the second quarter Wendy’s sales were $539 million and franchise revenues were $76 million. Total revenue was $615 million compared to pro forma revenue of $632 million in the second quarter a year ago which was a year-over-year decrease of $17 million. The year-over-year difference was primarily due to the negative effect of foreign exchange rate of approximately $8 million, lower same store sales and 17 fewer restaurants. North America system same store sales were slightly negative as reported but slightly positive adjusted for the breakfast impact.

Wendy’s company operated restaurant margin was 15.9% for the second quarter compared to 12.2% in the second quarter of 2008 reflecting 370 basis points of improvement. Wendy’s ended the second quarter of 2009 with 6,608 restaurants, a net decrease of 17 restaurants versus the second quarter of 2008. The company now anticipates that Wendy’s net restaurants will decline by approximately 15-20 units during 209.

For the second quarter Arby’s sales were $277 million from company operated restaurants and franchise revenues were $21 million. Total revenue was $298 million compared to $313 million in the second quarter a year ago, a decrease of $15 million which was primarily due to decreases in same store sales. North America system same store sales were negative 6.9% versus last year but improved sequentially from the first quarter. Arby’s company operated restaurant margin was 14.9% in the second quarter compared to 15.9% in the second quarter 2008. The year-over-year difference was due primarily to sales de-leveraging partially offset by increased pricing taken in the second half of 2008.

Arby’s restaurant margin at company operated restaurants improved from 14.2% in the first quarter of 2009. Arby’s ended the second quarter with 3,745 restaurants, a net increase of 26 units from the end of the second quarter of 2008. The company now anticipates that Arby’s net restaurants will decline by approximately 50-60 units in 2009 primarily as a result of fewer franchise openings and higher closings than previously anticipated.

Now let me provide some detail about our G&A savings. Many have asked questions about how to track the G&A savings that Roland described earlier. Slide 18 provides you with a methodology to estimate the G&A savings. As a starting point, our pro forma G&A for 2008 was $455 million. To provide a basis for comparing against 2009, you need to first subtract integration costs. Second, add back $29 million for performance based bonuses that were not paid in 2008 but are being accrued as G&A expense in 2009 and adjust for merger related synergies that were achieved in the fourth quarter of 2008 of approximately $6 million.

These adjustments in total provide a 2008 baseline G&A of $488 million for comparison purposes. Now to calculate 2009 G&A savings you can annualize the first half actual G&A and anticipate additional expenditures in the second half which would result in a G&A range of $445-455 million for 2009. For comparison purposes, this range excludes the effect of the 53rd week we will have in 2009. Adjusting for expected integration costs of about $10 million brings the 2009 comparable G&A to a range of $435-445 million. This results in total G&A savings of $43-53 million compared to the 2008 baseline G&A which supports Roland’s comments we are ahead of schedule on our target of $60 million by 2011.

Hopefully this gives you a framework for better understanding our progress on G&A savings.

Now let me talk about our recent note offering. We completed a $565 million offering of 10% senior unsecured notes on June 23rd. The notes were issued in a private placement by a subsidiary of Wendy’s/Arby’s Group, Wendy’s/Arby’s Restaurant LLC which will be a separate, publicly reporting company. The primary purpose of the financing was to provide financial flexibility to fund our key strategic growth initiatives. These initiatives include breakfast, dual-branding and international expansion.

$132.5 million of the net proceeds were used to reduce our bank borrowings. Additionally $50 million may be used for stock repurchases, which I will discuss further in just a minute.

At the end of the second quarter upon completion of the note offering we had total debt of approximately $1.5 billion and net debt of about $900 million. Based on our trailing 12-month pro forma adjusted EBITDA our total debt multiple is four times. This leverage ratio excludes any EBITDA return on investment of the note proceeds. Our net debt multiple is 2.4 times. We believe our financial leverage is moderate and will continue to decrease over time as our key profit drivers contribute to higher EBITDA levels and positive cash flow and we begin to deploy our note proceeds into strategic capital investments.

A simple comment on our debt, in order to better manage our interest rate exposure we are entering into $425 million of fixed to floating interest rate swap agreements during the third quarter of 2009 to hedge approximately 25% of our fixed rate debt.

On August 4th, the board authorized a $50 million stock repurchase program that allows us to make repurchases as market conditions warrant. The program will remain in effect through the end of 2010. The board also declared a cash dividend for the third quarter of $0.015 per share. This dividend will be payable on September 15th to stockholders of record on September 1st.

Now I would like to turn the presentation back to Roland.

Roland Smith

Thanks Steve. Now I would like to provide you with an update on several key brand initiatives and growth opportunities. At Wendy’s we continue to make progress on key initiatives that focus on improving sales by re-establishing leadership and new product innovation, enhancing our core products and improving our marketing and advertising.

In late June we introduced a great new product; Asian Chicken Boneless Wings. Our customers’ reactions were very positive and we produced an all-time record sales week for company operated restaurants at the end of June. I am also very pleased to report that July same store sales at company operated restaurants increased approximately 2%. If we exclude the negative effect of fewer restaurants serving breakfast our same store sales in July would have been up approximately 3.4%. We believe this will be among the best results in the restaurant industry for July.

National media, promoting our BBQ and Buffalo Boneless Wings went on air this week and I hope you have all seen our new commercials and more importantly had a chance to try these great new products.

In the fourth quarter we will focus at Wendy’s on what we do best. We will be introducing a delicious, new premium cheeseburger. The new Bacon Deluxe will feature juicier beef, an improved bun, bacon cooked from scratch in our stores and improved packaging. We believe this great new cheeseburger will strengthen Wendy’s position as having the best tasting and highest quality hamburger in the QSR universe.

Last week we announced the selection of the Kaplan Thaler Group as Wendy’s new lead advertising agency. They are an outstanding agency and we have already begun working with them to develop some exciting new marketing and advertising to launch the new Bacon Deluxe in the fourth quarter.

On slide 25 we highlight two accolades that we believe demonstrate the outstanding progress Wendy’s has made over the past ten months. First, Zagat rates Wendy’s the number one mega-chain in three categories; best food, best facilities and best overall. In August Consumer Reports ranked Wendy’s fries the best among the big three; better than both McDonalds and Burger King. We believe this was a direct result of significant improvements our operators made earlier this year. For example, we improved the quality of our fry oil and changed our cooking and holding procedures.

At Arby’s we continue to focus on increasing visit frequency of our medium Arby’s customers which represent about 50% of our revenue. As I said before, one additional visit each year from this target generates a 3% same store sales increase. To attract this target we will continue to focus on both premium roast beef sandwiches and every day value. In July we promoted our new BBQ Roast burger with fries and drink for $5. The mix was strong and same store sales improved from the second quarter to minus 4.7%.

This month we are featuring our premium toasted subs and a new value program, our Friends and Family Feast. To encourage additional visits from groups, families and friends can come in and buy five roast beef sandwiches for $5 and add a fry and a drink for $1 each.

In the fourth quarter we plan to introduce a new everyday value program where customers can pick one of five full size sandwiches and match it with a fry and a drink for $5. All of these sandwiches are made with our premium sliced and at the magic $5 price point they are a great value for our customers.

We are particularly excited about two significant growth opportunities; international and dual-branding. Both of our brands are significantly under-penetrated in the international markets compared to our QSR peers. We recently completed a market mapping exercise that showed we have the potential for over 8,000 international units so we are currently developing strategies to take advantage of this large growth opportunity.

In the second quarter we announced international development agreements with two new franchisees. The first agreement was signed in May with a new franchisee to build and operate 35 Wendy’s restaurants in Singapore and the first restaurant is scheduled to open in late 2009. The second agreement was signed in June with Al Jammaz Group to build 135 dual-branded Wendy’s and Arby’s restaurants in 9 countries in the Middle East and North Africa.

In addition to continuing franchise development we are now also exploring opportunities to expand current markets or open new markets with company store development. Dual-branding offers two great brands and the best of both menus under one roof. Importantly, dual-branding provides us and our franchisees the opportunity to generate higher sales volume and therefore better return on investment. Recently we have made significant progress on menu development, kitchen layout and store design and we are focused on three specific dual-branded opportunities.

International, to attract new franchisees and accelerate growth. The U.S. to penetrate high cost real estate markets and conversions to improve revenue and profit at existing units. All of the new Middle East restaurants will be dual-branded and we are currently developing three dual-branded restaurants for test in the Atlantic area. The picture on slide 28 is a rendering of our first U.S. dual-brand we will build from the ground up. We expect it will open in Atlanta by the middle of 2010.

In summary, we are very pleased with our second quarter results. We are making significant progress [inaudible], restaurant margin improvement is ahead of schedule and comp sales in July were up 2%. The Arby’s turnaround is progressing slower than expected. However, we continue to produce sequential quarterly same store sales improvement. Our key profit drivers are on track and in fact they are ahead of schedule. We have significant growth opportunities in breakfast, international and dual-branding and finally, we are confident we can generate annual EBITDA growth in the mid-teens in 2009 and through 2011.

Now I will turn it back over to John.

John Barker

Thank you very much. Now we would like to open up the queue for questions. Operator, considering the large number of participants on the call we would ask to try to have folks limit their questions to one at a time.

If you could now open up the line for questions we would appreciate it.

Question-and-Answer Session

Operator

(Operator Instructions) The first question comes from the line of John Glass - Morgan Stanley.

John Glass - Morgan Stanley

I appreciate all the detail on the Wendy’s margin improvement and your increased targets. You still haven’t specified though where you think the Arby’s business can go. Can you talk to what a reasonable future target is for Arby’s and what your expectations are for this year and then maybe 2011? Can you maybe address what you think the margin impact is of that promotional activity you are targeting for the fourth quarter?

Roland Smith

As I mentioned, we are pleased with the sequential improvement we have seen quarter-over-quarter for Arby’s same store sales. We expect that improvement will continue. At Arby’s because the significance of the reduction year-over-year anyway of our margin has been from de-leveraging, we see a significant and very quick improvement in margin as sales improve. We continue to see sales improving this year. With that we will continue to see margins improving. We also see commodities softening obviously from the standpoint of costs.

The last time I updated you we were talking about commodities decreasing year-over-year around 2%. We have further looked at the commodity market and now we think that they will be flat to about -1 year-over-year. All in all I think we see both sales and margins improving at Arby’s this year and in the future.

John Glass - Morgan Stanley

In terms of a specific target though?

Roland Smith

We don’t give you specific targets obviously. We don’t provide that guidance on a quarterly basis.

John Glass - Morgan Stanley

You did at Wendy’s though so why not for…

Roland Smith

Wendy’s is a completely different story obviously in margins. Wendy’s from a margin standpoint we had a significant opportunity to kind of look at what happened over the last several years and then compare it to franchise and company stores and became very comfortable the 500 basis point margin target as something we certainly could achieve. As we have spoke about that, obviously that is not dependent upon commodities improving or sales improving.

Certainly we would need to be able to keep track of what is going on with inflation but because it is very little that is outside of our control typically in that 500 basis point improvement we are happy to give you kind of projections as to what we think we can do year-over-year. Because we have made such great improvement already this year of 370 basis points in the second quarter and we see commodities beginning to soften and we know the improvement we have made in labor and controllables and food costs we are comfortable in saying we think we are going to beat our projection of 160 to 180 basis points and produce this year greater than 200 basis points of improvement at Wendy’s.

Operator

The next question comes from the line of Reza Vahabzadeh – Barclays Capital.

Reza Vahabzadeh – Barclays Capital

On the topic of commodities you just touched on it with respect to your expectations, do you have high visibility on that? Are you forward contracted on a vast majority of your commodities?

Roland Smith

We do have a fairly good picture of what commodities look like for the remainder of the year seeing that we are half way through it. Our contracts are a combination of forward-purchasing, some of which is for the entire year for example some chicken contracts we have contracted for the entire year. Our beef contracts depending on what brand you are speaking about are as short as every couple of weeks and are as long as once a quarter. It really depends on the particular product that we are contracting for and whether we think it is in our best interest to contract for a longer or shorter timeframe based on what we expect for the commodity market to do based on our research and the guidance and counsel of many of the experts that we employ to kind of give us the guidance on that.

That all being said, we feel pretty comfortable that year-over-year as I mentioned a moment ago that commodities will be down or flat to down 1% and if you take a look at it I guess second quarter of 2008 versus second quarter of 2008 we think it will be down in the neighborhood of 4-6% so certainly that will be a tailwind for us as we go forward for the remainder of the year.

Reza Vahabzadeh – Barclays Capital

Second quarter of 2009 versus 2008?

Roland Smith

Second half, I’m sorry. My misstatement. Second half of 2009 versus second half of 2008. Thank you for pointing that out.

Reza Vahabzadeh – Barclays Capital

Were commodities basically flattish for you in the second quarter that you just reported?

Roland Smith

That is correct. That is why we made the comment about the 370 basis points of margin improvement at Wendy’s was not driven by commodity improvement year-over-year. They were basically flat.

Operator

The next question comes from the line of Michael Gallo - C.L. King & Associates, Inc.

Michael Gallo - C.L. King & Associates, Inc.

The question I have is can you drill down a little bit more on the Wendy’s company operating margins in the second quarter where the 370 basis points came from? How much was labor versus controllables? It seems like food costs didn’t really drive much.

Roland Smith

We don’t get into obviously the particulars of the P&L line by line. We certainly do that on our company restaurants because that is the diligence and the discipline we need to manage them. What I can and will say is that from the standpoint of the benefit we received among what happened in the P&L the biggest benefit came from price increases that we took in 2008 that we are enjoying now in 2009. Second was from labor and I have talked a lot about how we are managing labor as we go forward. I am certainly happy to talk about that in more detail if you would like. Certainly we have a new bonus program in place that we have talked about. We have taken hours out of our labor schedule and generally are managing our labor much more carefully than we have in the past.

Third was controllable costs specifically in the areas of utilities and maintenance and again our managers have done a great job of line by line looking at our P&L, understanding what needs to be spent and what doesn’t need to be spent from the standpoint of as I mentioned in some of the discussions we have had, floor tiling all of our restaurants, finding out who is doing well and who is not doing well and using those best practice. Lastly, we did enjoy the benefit of a tighter management of the theoretical food costs to actual food costs which predominately came in the area of lower food waste.

So the combination of those four is what has provided us the 370 basis points. As I mentioned a moment ago just to complete the thought currently we believe we are going to get some benefit of commodities as we go forward in the third and fourth quarter which will obviously help us improve upon what we have already done. We are going to have less benefit from price increases as we begin to roll over price increases we took in 2008. The net of that is we continue to believe the benefit of labor and the other key controllables on our P&L and the progress and the discipline we have put in place will still allow us to do a very good job in the second half of the year of improving margins. That is why I forecasted it will be better than 200 basis points versus year ago.

Operator

The next question comes from the line of Mitch Kaiser - Buckingham Research.

Mitch Kaiser - Buckingham Research

On the boneless wings launch did you support that with national advertising in July?

Roland Smith

Yes we did. I am disappointed to hear you haven’t seen the commercial because we are very proud of it.

Mitch Kaiser - Buckingham Research

I just wasn’t sure it was national or not because you said you were going to continue the national advertising in August?

Roland Smith

At Wendy’s yes we are. We will continue but we will change our focus on the two other flavors of boneless wings which are buffalo and BBQ. Quite honestly since the commercial is on air and as I mentioned I hope some of you have seen it, we used a little bit of the concept of what we launched the product with which was very, very successful. The engagement of the consumer at the beginning of the commercial kind of having them believe this product is actually being served in a casual dining restaurant and then it morphs into kind of a Wendy’s restaurant where the consumer goes wow you can get that quality of a product at a Wendy’s? That’s great. I’m going to go there. Which is obviously what we are about.

Now we get a little bit more specific about price point as you see in the commercial and actually have a little fun that we don’t charge our customers for many of the things that our casual dining competitors charge them for and we have a little fun with big screen TV’s and singing happy birthday and there is a little sign over the top of the wings that kind of continues to go from $4.99 to $6.99 to $9.99 but then at Wendy’s you don’t pay for anything but the great quality food. We are actually highlighting a $3.99 price point which we think is a fantastic value for such a great product.

Mitch Kaiser - Buckingham Research

Does the national advertising continue into September or is it an August window?

Roland Smith

Primarily in August and then in September we go into a different campaign.

Operator

The next question comes from the line of Jeffrey Bernstein - Barclays Capital

Jeffrey Bernstein - Barclays Capital

In terms of the debt you took on and the use of proceeds, I think you gave a little bit of detail on what you spent it on to generate net cash or the $400 million for the pay down is already done. I am just wondering if you could talk a little bit about you mentioned international. One, I was thinking primarily the best use would be in acquisitions to kind of enhance the direct business domestically and to grow the international business? Separately whether or not there is the potential for the acquisition of a third brand would be considered rather than just a fill in of breakfast or international? Lastly, you mentioned the $50 million share repurchase. I am just wondering how you arrive at $50 million when you are playing with the $400 million in cash and what is used to determine the amount of those share repurchases.

Roland Smith

I am going to start off with your first question which has to do with how we plan on using the proceeds and then I am going to turn it over to Steve and let him talk about the $50 million share repurchase program we announced that our board approved earlier this week.

First of all, from the standpoint of what we plan to use this capital for I would say our highest priority right now is organic growth. By that I really mean the three big categories we have been talking about which is breakfast, which is a great opportunity for us and I can talk a little bit more about that if you would like. I haven’t highlighted that a lot today because there is not in the news from the last time we have spoken. We continue to make great progress against the menu and our positioning to make sure that we have a reason for people to want to participate at Wendy’s during the breakfast day part. We have tests in place. We are expanding those early next year. We have research in place and I am fully confident we can develop a menu that is exciting, as high of quality of food as the rest of our menu and that customers know us for and that we can take a significant share of the breakfast market and participate in the great revenue and profitability that would provide.

Obviously that is going to take some money. As we spoke about before there is going to be equipment that will be necessary. There will be signage that will be necessary. There will be media investment that will be necessary to kind of generate awareness that we are in the breakfast business.

The next obviously I spoke about is dual-branding. We think that is a great opportunity from the standpoint of taking our two great brands and two great menus and putting them under the same roof. We have developed a menu for Wendy’s to Arby’s conversions and also ground up. I have to tell you each time I look at it I am more excited about what the consumer can actually choose from at a dual brand. It provides everything from the best hamburger and fries and salads to the best roast beef sandwich and curly fries and Jamocha shakes. It is very exciting from our standpoint and the standpoint of what this can do from both a revenue standpoint and a profitability standpoint.

We are beginning to spend money on that as we speak. As I mentioned a moment ago you saw the prototype which we are very excited about. We think this is a way to expand development in a significant way both in the U.S. and in international. Speaking of international, as I mentioned we just completed a significant study to get a handle on what the opportunity really was. Clearly, I wouldn’t sit here today and say that we fully expect to take advantage of 8,000 opportunities in the near future. I certainly wouldn’t try not to do it but that would take a fair amount of investment and effort.

We have begun to generate some excitement in the international community with new franchisees as evidenced by the two new agreements that we signed recently. As those stores get opened and as our dual-branded stores get opened in the United States I think it will also generate additional excitement. I also mentioned we believe in order to kind of jump start our development internationally we will consider looking at the opportunity for some company development. Take a look at our key competitors. Certainly they have a significant amount of their international restaurants that are company owned and operated and there is a very good reason for that from the standpoint of the ability that gives them both structurally and also from the standpoint of selling their concept in the international market place is why that has been successful.

As an example, I would say that China being the large opportunity market that it is, we are beginning to look at the opportunity of opening some company operated stores in some of the key provinces so as I mentioned, we can use those as a significant kind of selling platform as we bring in new franchisees that want to participate with it.

Overall, our expectation for the use of these proceeds is really primarily around organic growth. Clearly we mentioned as we took this to the market that strategic acquisition would be something that we would keep our ears and eyes open about. As I also mentioned though I don’t think the market listened as carefully as we would have hoped, we had no specific opportunity we were looking at and nor do we today. If one presented itself specifically from the opportunity to allow us to jump start our breakfast more quickly we would probably certainly consider that. That is not a key priority for us at this point. We are spending our time and attention focused on organically growing these two great brands and the opportunities that we presented today.

Steve why don’t you talk about the share repurchase?

Stephen Hare

On the stock repurchase program, just by way of background the prior stock repurchase program that had expired last year was a similar size at a $50 million program. We discussed with the board at the last meeting the thought of allocating some amount of the debt proceeds to be available for a stock repurchase program we thought made sense.

The size of the program is consistent with what we have had in the past. Clearly as Roland talked about the bulk of the proceeds, the $400 million net proceeds that you mentioned, is for strategic capital investment but I think we were all comfortable that while it is still early we still want to preserve flexibility as we had talked about on the offering of the notes to provide flexibility if we need to de-risk the balance sheet in terms of future debt maturities. We want that flexibility but to allocate $50 million such that if the stock price doesn’t reflect the progress you will see from Wendy’s/Arby’s going forward then we will be able to make opportunistic investments in the stock directly as part of the program. Clearly I think the message you are hearing from Roland is that the bulk of the proceeds will be reinvested over time back into what we think are some high return potential growth opportunities for us in the business.

Operator

The next question comes from the line of Tom Forte - Telsey Advisory Group.

Tom Forte - Telsey Advisory Group

A couple of follow-up questions on the boneless wings. I wanted to get a sense of where the product stands as far as percent of sales mix versus some of your other comparable ticket items. I wanted to find out what your plans were for the remainder of 2009 on pricing in general for both Wendy’s and Arby’s?

Roland Smith

The boneless wings, as I mentioned, have been very well accepted by our consumers and are mixing currently in the mid single digits which we think is a very successful mix for a new chicken product when we are primarily a hamburger brand. Certainly it has done a great job of driving our same store sales of July to plus 2 and as I mentioned if you exclude breakfast restaurants 3.4. From a pricing standpoint clearly we look very carefully and what is going on economically. Certainly we are looking at what is happening from the standpoint of unemployment. The current forecasts are that it is going to top 10% by late 2009 and maybe kind of come back down to 9.5% or so in 2010.

It is a very competitive, very aggressive pricing market still. We are very careful with what we will do with pricing as we go forward. We will continue to look at our market. We will continue to look at what our competitors do. We will continue to look at what costs do. As you know, minimum wage went up recently although that didn’t have a huge impact on us because while it is $7.25 the majority of our labor was already being paid $7.00 or slightly more than that.

All these factors will come into play as we take a look at price increases. At this point we don’t expect any significant price increases at either brand for the remainder of the year.

Operator

The next question comes from the line of Paul Westra - Cowen and Company.

Paul Westra - Cowen and Company

First on the interest expense line I was wondering if you could give us a little bit more color on this swap you did. What is the pricing currently and the floating portion I guess? Maybe give us a little more color now that things have settled down post the issue and what may a normalized quarterly run rate should be on the interest expense line?

Stephen Hare

We haven’t completed the swaps program. We just got it started. Our goal is to hedge $425 million but we are not completed yet so I can’t give you any more detail on that program. Really what we are trying to do is we looked at the debt portfolio after the high yield offering and effectively all our debt was fixed. So the thought process was given current market conditions to use the swaps to give us some more exposure to some of the floating rate on short-term debt.

At about 25% that is about the right balance we want to have going forward. We are not going to provide the specific interest rate forecast for you but I did say in my comments you should expect the quarterly interest rate to increase given the increased amount of debt we now have on the balance sheet.

Paul Westra - Cowen and Company

My observation is and others as well that you have industry leading comp momentum marketing a reasonably premium priced product which is sort of somewhat counter intuitive. Is there something you are seeing in your research where Wendy’s opportunity is? Is this adding to maybe less competitive day parts like late night? As you look out at the rest of the year you have shown us your premium cheeseburger coming out as well. Another premium product. Your observation about the opportunity in premium products in today’s difficult environment?

Roland Smith

We believe that consumers continue to want high quality, great tasting fast food. Clearly they want it at a great value and value is relative and I don’t think all value is defined by $1 price points. We do believe we need to be able to speak to a variety of customers. We have seen with our boneless wings launch that there are a significant number of customers out there that if you price things at what they consider to be a value, which doesn’t have to be $1, and the product is great and the advertising is motivating and the experience in the store is meeting or exceeding their expectations they will come and visit you.

We are very pleased with that. We think we will be able to continue on that momentum at Wendy’s going forward. Similarly at Arby’s while our sales are certainly not where we would like them to be, the success of the road burger launch would also suggest that when priced correctly the consumers will really respond to quality products.

Our Roast burger is still mixing somewhere between the high single digits or high double digits depending on whether it is a promoted or non-promoted month. We have read and I guess I could reference what others have called somewhat of a barbell strategy. We that our brands have a real barbell strategy because we have clearly significant premium, great tasting products and we are providing also great value. Arby’s, as you know from my comments a moment ago, is getting more aggressive from a value standpoint with some of the programs we are introducing be it 5 for 5, $1 for drink and fry, Family and Friends Feast, or whether it be the $5 combos which are great sandwiches and quite honestly with our premium sliced meats at a significant price point from the standpoint of what seems to be exciting for the customer.

We believe we can continue this momentum with a combination of both premium products and value. We Wendy’s we are very excited about the fourth quarter. Having eaten our new Deluxe I can tell you it is a fabulous product. The improvements we have made are significant and meaningful. The customer reaction has been significant. It has been tested in a number of markets now and it is doing quite well. I believe that while it is a premium product and while it does enjoy a premium price our research and results so far would suggest that again priced right with the right quality of food and the right taste, consumers will come in and participate and we expect the results to be corresponding to this as we complete the year.

Paul Westra - Cowen and Company

You didn’t comment already, was there a noticeable performance difference between lunch, dinner and late night at Wendy’s?

Roland Smith

Not from previous periods, no.

Operator

The next question comes from the line of Adam [Pleasner] – Credit Suisse.

Adam [Pleasner] – Credit Suisse

Back to the margin improvement story on the Wendy’s side, when you think about the buckets, the food costs, labor and controllables as you originally sort of assigned the break out of the 500 basis point margin target, are there buckets you are exceeding? Buckets that still remain a bigger opportunity in there? Let me just remember correctly, were menu price increases which were a huge part of the improvement this quarter even part of the 500 basis point make up? Is that incremental as would be commodity pricing?

Roland Smith

We did provide some specific information and I think it is on the website around the buckets, as you refer to them, of the key areas of the P&L and where we are going to get the majority of improvement over the period of time we talked about. Also based on the fact it was not based on kind of commodities as I mentioned earlier. The largest bucket, as I will remind you, is labor. We continue to do very well with labor. Labor was kind of our number two contributor in the 370 basis points we enjoyed in the second quarter. We weren’t expecting the benefit of all of the price increase obviously that we got in the second quarter but we did know that Wendy’s certainly had an opportunity to what I would call normalize its pricing as we did our research.

We looked at Wendy’s pricing in the past and they had not always done kind of local pricing. For awhile had national pricing across kind of the entire U.S. So pricing was a little bit of it, but certainly not as much as we kind of benefited from certainly in the second quarter. Going forward we think we are making great progress against each of the buckets. I wouldn’t say that any of the buckets quite honestly is an issue at this point. As we complete kind of this year we will see less and less impact of pricing which I mentioned to you earlier so that will become less and less of a factor and that certainly was not something we expected to have to take place in order to generate our 500 basis points.

Said another way, or a question to ask another way, do we have to continue to take pricing in order to enjoy the 500 basis points? The answer is no. We will depend more on the organic so to speak internal benefits we are seeing in labor and controllables and food costs.

Adam [Pleasner] – Credit Suisse

And the pace of achieving these margin improvements away from the menu price effect, do you consider that more of a pull forward, rapid improvement or do you feel like overall you are sort of out achieving your original targets?

Roland Smith

I think it is probably more of a pull forward, rapid achievement. We are accomplishing the improvement more quickly than we expected. That being said, if same store sales continue to progress as I hope they do and as we have seen at least starting in July we should be able to exceed that 500 basis points because if you remember, the 500 basis points was kind of comp sales neutral. As those comp sales go up and certainly exceed what inflation would be I would expect we might be able to kind of beat that in the out years.

Adam [Pleasner] – Credit Suisse

Did you say you were filing a 10-Q for the Wendy’s/Arby’s Restaurant LLC level?

Stephen Hare

Yes. We are in the process. We will have to do an exchange offer. Once we have the exchange offer done then we will have WAR, Wendy’s Arby’s Restaurants, will then be filing a 10Q. You will also see us file an 8-K next week that will have financials that will look like a 10-Q for all intents and purposes next week.

Roland Smith

Maybe I will just add one other comment there just to make sure everyone is clear. We are excited about our margin improvement at Wendy’s. As I mentioned we are now forecasting to exceed 200 basis points. That being said, we certainly, and you have already done the math, we are not going to be able to enjoy 370 basis points over the next two quarters because some of the corresponding reduction of pricing and kind of depending more on the internal kind of organic factors that we are excited about and we are making progress on as we go forward.

Operator

The next question comes from the line of Ed Einboden – WM Smith.

Ed Einboden – WM Smith

I just wanted to see what your thought process was, you have a new channel of innovation and it seems like you are well ahead of that pace. How much of that contributed to selecting Kaplan Thaler and what are you expectations of what they can provide on the marketing side?

Roland Smith

Great question. We have looked at this very systematically from day one and even before we completed the transaction I sat down with my senior team which I had the luxury of already selecting and we talked about what were going to be the key priorities we were going to focus on at Wendy’s, at Arby’s and at W[HE]. At Wendy’s a couple of the key priorities were around the concept of absolutely understanding what our brand vision was, improving some of our core products and then improving our marketing and advertising.

Ken and his team have done a fabulous job of defining the Wendy’s positioning. We developed something that we call our brand book which is kind of the Wendy’s Bible which in detail explains exactly what our positioning is, who our targets are and what we can and can’t do so that we have kind of guide posts so to speak as we go forward.

That being done, we now can take a look at how we move forward. The next step obviously was to improve core products. We have made great improvements in a number of our products. We are probably most proud of the improvements we made in our French fries as I mentioned earlier that we got rated the number one French fry among the big three. That wasn’t a mistake. We had made great strides in improving our shortening and also improving our operational procedures.

I think we have the best products in the market place at Wendy’s in the hamburger segment and I think we deserve the best advertising. So at the right time, which was several months ago when our brand book was complete and we had our pipeline now kind of well established so we actually had new products that we could go and develop exciting new advertising for. We put our business out for bid. We look at initially about 140 advertising agencies. By screening them we netted that down to about 40. Further screening netted them down to ten.

Then we started kind of significant interaction with those ten agencies to net it down to five. Then we did a full blown pitch with all five of those agencies to include our previous agency, ADP, which was doing a very fine job for us and I will say on the call that they had produced some great advertising and would not have been surprised if they would have won that pitch at the end of the day. Nevertheless as we looked at those pitches, and it was a specific group of people that included myself and Ken Caldwell and some of our key executives, David Karam, Steve Hare, our President and our COO. Also three key franchisees in our system were on the committee to include the heads of [WENAP and CNAP] that is our U.S. and Canadian Advertising Organizations and also the head of our creative development committee.

We spent and they spent countless hours evaluating the agencies and their creative. I should say on the call that we appreciate the support that our franchise community has provided to us over the last ten months and quite honestly made a very difficult call in what we think is the right advertising agency for Wendy’s to go forward. We are very excited about the concepts and the advertising that they presented.

I think our culture matches incredibly well and we have already spent another 40-50 hours with them since we have announced that last week and are beginning to develop, as I mentioned, some very innovative and exciting advertising and marketing to launch some new products in the fourth quarter.

So, I see it as the continued process of our key priorities we established as we began to take over Wendy’s and I am excited about working with Kaplan Thaler and I think they will do a great job for us.

John Barker

We will take one last question please.

Operator

The final question comes from the line of Mitch Kaiser - Buckingham Research.

Mitch Kaiser - Buckingham Research

Definitely a solid quarter across the board. You pretty much beat expectations in each metric. One area is the Arby’s franchise system which looked like comps were a little bit slow there and there is more closures than you expected. Can you just give us an update on the health of the franchisee system? Is there any potential you might have to assist franchisees? Just a general view of how the franchisees are faring in this tough environment.

Roland Smith

Certainly with the softness in sales at Arby’s over the last several quarters, our franchisees have experienced some difficulty. Obviously that is dependent upon their own balance sheet as to where they are currently. We have seen delinquencies rise and over the last couple of quarters based on same store sales. We certainly are working very carefully with our franchisees to provide whatever assistance we can from the standpoint of helping them kind of working through this difficult time and get back to kind of a positive as we work on additional sequential improvement in our same store sales.

Now as you look at the second quarter in particular certainly you did see a fairly significant difference between our company operated performance and our franchise operating performance and I think that was almost entirely based on the fact that we tested many new additional value offerings at our company stores and we were a little bit more aggressive in value and our franchisees would expect us to do that because we need to bring them tested and well thought out programs we can then bring to our system that have a greater chance of success.

Fortunately, the benefit of those value programs seem to have worked because we did outperform them. We are now taking many of those ideas, as I mentioned earlier, into moderate execution in the third and fourth quarters. I think you should expect to see our franchisees improve significantly based on a greater emphasis on value.

So that is a bit of the overall health of our franchise system as it relates clearly to Arby’s.

Thank you all for your time today. Thank you for the great questions and giving us a chance to kind of update you on our business. I would like us to end by reiterating how excited we are by our second quarter results. The fact that we have made such great progress at Wendy’s and our margin improvement is well ahead what we expected at this point. We are starting off the third quarter obviously with great results on both our wings products, up 2%. As you asked, and I just answered the question the progress at Arby’s is slower than we expected. However, we do continue to make sequential improvement and we think that will continue in the third and fourth quarter. Our key profit drivers are on track. As I said earlier they actually are ahead of schedule.

We are continuing to focus on some significant growth opportunities that we think will provide great opportunity for sales, profits and shareholder value in the out years to include breakfast, dual-branding and international. Finally, we are excited about our ability to reiterate our guidance from the standpoint of EBITDA growth in 2009 and through 2011 of the mid teens. Thank you again for your time and attention. I look forward to seeing most of you in the market in the next couple of months before we get back together again and talk about our third quarter results. Have a great afternoon.

Operator

Thank you Sir. Ladies and gentlemen this does conclude the Wendy’s/Arby’s second quarter 2009 conference call. You may access the replay at any time by dialing 303-590-3030 or 800-406-7325 and entering the access code 4128760. Thank you for your participation. You may now disconnect.

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Source: Wendy’s/Arby’s Group Inc. Q2 2009 Earnings Call Transcript
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