Edgar Filing: Wendy's Co

Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



(X)		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 3, 2016



( )		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to _______________

Commission file number: 1-2207

THE WENDY’S COMPANY

(Exact name of registrants as specified in its charter)



Delaware		38-0471180
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

One Dave Thomas Blvd., Dublin, Ohio		43017
(Address of principal executive offices)		(Zip Code)

(614) 764-3100

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [x] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [x] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [x]

There were 261,255,301 shares of The Wendy’s Company common stock outstanding as of August 4, 2016.

THE WENDY’S COMPANY AND SUBSIDIARIES

INDEX TO FORM 10-Q



	Page
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements	3
Condensed Consolidated Balance Sheets as of July 3, 2016 (Unaudited) and January 3, 2016	3
Unaudited Condensed Consolidated Statements of Operations for the three and six months ended July 3, 2016 and June 28, 2015	4
Unaudited Condensed Consolidated Statements of Comprehensive Income for the three and six months ended July 3, 2016 and June 28, 2015	5
Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended July 3, 2016 and June 28, 2015	6
Notes to Condensed Consolidated Financial Statements	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3. Quantitative and Qualitative Disclosures about Market Risk	40
Item 4. Controls and Procedures	40

PART II: OTHER INFORMATION	41
Item 1. Legal Proceedings	43
Item 1A. Risk Factors	44
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	45
Item 6. Exhibits	46
Signatures	47

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

THE WENDY’S COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands)



	July 3, 2016			January 3, 2016
ASSETS	(Unaudited)
Current assets:
Cash and cash equivalents	$	266,180		$	327,216
Restricted cash	35,694			42,869
Accounts and notes receivable	115,304			104,854
Inventories	2,432			4,312
Prepaid expenses and other current assets	144,800			69,919
Advertising funds restricted assets	91,322			67,399
Total current assets	655,732			616,569
Properties	1,191,353			1,227,944
Goodwill	739,566			770,781
Other intangible assets	1,330,869			1,339,587
Investments	60,942			58,369
Other assets	156,758			95,470
Total assets	$	4,135,220		$	4,108,720

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	23,701		$	23,290
Accounts payable	38,192			53,681
Accrued expenses and other current liabilities	124,739			124,404
Advertising funds restricted liabilities	91,322			67,399
Total current liabilities	277,954			268,774
Long-term debt	2,485,414			2,402,823
Deferred income taxes	450,616			459,713
Other liabilities	228,072			224,496
Total liabilities	3,442,056			3,355,806
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.10 par value; 1,500,000 shares authorized; 470,424 shares issued	47,042			47,042
Additional paid-in capital	2,874,434			2,874,752
Accumulated deficit	(336,948		)	(356,632		)
Common stock held in treasury, at cost; 207,115 and 198,109 shares, respectively	(1,835,629		)	(1,741,425		)
Accumulated other comprehensive loss	(55,735		)	(70,823		)
Total stockholders’ equity	693,164			752,914
Total liabilities and stockholders’ equity	$	4,135,220		$	4,108,720

See accompanying notes to condensed consolidated financial statements.

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THE WENDY’S COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands Except Per Share Amounts)



	Three Months Ended						Six Months Ended
	July 3, 2016			June 28, 2015			July 3, 2016			June 28, 2015
	(Unaudited)
Revenues:
Sales	$	259,235		$	385,048		$	518,567		$	742,617
Franchise revenues	123,483			104,486			242,938			198,686
	382,718			489,534			761,505			941,303
Costs and expenses:
Cost of sales	202,554			315,122			417,290			620,233
General and administrative	61,124			60,771			125,770			120,469
Depreciation and amortization	30,749			39,335			63,094			74,880
System optimization gains, net	(1,924		)	(15,654		)	(10,350		)	(14,849		)
Reorganization and realignment costs	2,487			6,279			5,737			10,892
Impairment of long-lived assets	5,525			10,018			12,630			11,955
Other operating expense, net	16,555			9,355			17,857			15,504
	317,070			425,226			632,028			839,084
Operating profit	65,648			64,308			129,477			102,219
Interest expense	(28,643		)	(17,201		)	(56,752		)	(29,944		)
Loss on early extinguishment of debt	—			(7,295		)	—			(7,295		)
Other income, net	276			272			538			511
Income from continuing operations before income taxes	37,281			40,084			73,263			65,491
Provision for income taxes	(10,801		)	(15,259		)	(21,420		)	(22,516		)
Income from continuing operations	26,480			24,825			51,843			42,975
Discontinued operations:
Income from discontinued operations, net of income taxes	—			231			—			9,588
Gain on disposal of discontinued operations, net of income taxes	—			15,139			—			15,139
Net income from discontinued operations	—			15,370			—			24,727
Net income	$	26,480		$	40,195		$	51,843		$	67,702

Basic income per share:
Continuing operations	$	.10		$	.07		$	.19		$	.12
Discontinued operations	—			.04			—			.07
Net income	$	.10		$	.11		$	.19		$	.19

Diluted income per share:
Continuing operations	$	.10		$	.07		$	.19		$	.12
Discontinued operations	—			.04			—			.07
Net income	$	.10		$	.11		$	.19		$	.18

Dividends per share	$	.06		$	.055		$	.12		$	.11

See accompanying notes to condensed consolidated financial statements.

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THE WENDY’S COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In Thousands)



	Three Months Ended					Six Months Ended
	July 3, 2016			June 28, 2015		July 3, 2016			June 28, 2015
	(Unaudited)

Net income	$	26,480		$	40,195	$	51,843		$	67,702
Other comprehensive income (loss), net:
Foreign currency translation adjustment	1,580			4,901		14,256			(12,494		)
Change in unrecognized pension loss, net of income tax benefit of $34 for the three and six months ended July 3, 2016 and $124 for the six months ended June 28, 2015	(56		)	—		(56		)	(203		)
Effect of cash flow hedges, net of income tax (provision) benefit of $(281) and $(12) for the three months and $(559) and $1,490 for the six months ended July 3, 2016 and June 28, 2015, respectively	443			24		888			(2,442		)
Other comprehensive income (loss), net	1,967			4,925		15,088			(15,139		)
Comprehensive income	$	28,447		$	45,120	$	66,931		$	52,563

See accompanying notes to condensed consolidated financial statements.

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THE WENDY’S COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)



	Six Months Ended
	July 3, 2016			June 28, 2015
	(Unaudited)
Cash flows from operating activities:
Net income	$	51,843		$	67,702
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	64,694			78,799
Share-based compensation	9,925			12,242
Impairment of long-lived assets	12,630			11,955
Deferred income tax	(10,353		)	19,730
Excess tax benefits from share-based compensation	(1,774		)	(46,374		)
Non-cash rent (income) expense, net	(2,561		)	2,607
Net receipt of deferred vendor incentives	8,230			8,396
System optimization gains, net	(10,350		)	(14,881		)
Gain on disposal of the Bakery	—			(27,338		)
Distributions received from TimWen joint venture	5,786			5,825
Equity in earnings in joint ventures, net	(4,275		)	(4,545		)
Accretion of long-term debt	608			600
Amortization of deferred financing costs	3,769			1,589
Loss on early extinguishment of debt	—			7,295
Payments for termination of cash flow hedges	—			(7,337		)
Reclassification of unrealized losses on cash flow hedges	1,447			—
Other, net	1,731			1,060
Changes in operating assets and liabilities:
Restricted cash	135			(27,190		)
Accounts and notes receivable	(30,020		)	(14,876		)
Inventories	148			168
Prepaid expenses and other current assets	(4,638		)	(3,869		)
Accounts payable	(1,884		)	10,664
Accrued expenses and other current liabilities	5,867			(29,108		)
Net cash provided by operating activities	100,958			53,114
Cash flows from investing activities:
Capital expenditures	(68,495		)	(130,548		)
Acquisitions	(2,209		)	(1,232		)
Dispositions	45,078			38,697
Proceeds from sale of the Bakery	—			78,408
Payments for investments	(113		)	(2,000		)
Notes receivable, net	(3,439		)	830
Changes in restricted cash	7,040			484
Other, net	(17		)	89
Net cash used in investing activities	(22,155		)	(15,272		)
Cash flows from financing activities:
Proceeds from long-term debt	—			2,275,000
Repayments of long-term debt	(12,651		)	(1,302,055		)
Deferred financing costs	(867		)	(39,374		)
Repurchases of common stock	(108,057		)	(63,206		)
Dividends	(32,152		)	(40,189		)
Proceeds from stock option exercises	6,696			19,688
Excess tax benefits from share-based compensation	1,774			46,374
Net cash (used in) provided by financing activities	(145,257		)	896,238
Net cash (used in) provided by operations before effect of exchange rate changes on cash	(66,454		)	934,080
Effect of exchange rate changes on cash	5,418			(3,789		)
Net (decrease) increase in cash and cash equivalents	(61,036		)	930,291
Cash and cash equivalents at beginning of period	327,216			267,276
Cash and cash equivalents at end of period	$	266,180		$	1,197,567

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THE WENDY’S COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS—CONTINUED

(In Thousands)



	Six Months Ended
	July 3, 2016		June 28, 2015
	(Unaudited)
Supplemental cash flow information:
Cash paid for:
Interest	$	57,501	$	27,452
Income taxes, net of refunds	39,745		11,845

Supplemental non-cash investing and financing activities:
Capital expenditures included in accounts payable	$	17,228	$	30,927
Capitalized lease obligations	91,579		20,210
Notes receivable	—		2,023
Accrued debt issuance costs	164		3,720

See accompanying notes to condensed consolidated financial statements.

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THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

(1) Basis of Presentation

The accompanying unaudited condensed consolidated financial statements (the “Financial Statements”) of The Wendy’s Company (“The Wendy’s Company” and, together with its subsidiaries, the “Company,” “we,” “us” or “our”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and, therefore, do not include all information and footnotes required by GAAP for complete financial statements. In our opinion, the Financial Statements contain all adjustments necessary to present fairly our financial position as of July 3, 2016 and the results of our operations for the three and six months ended July 3, 2016 and June 28, 2015 and cash flows for the six months ended July 3, 2016 and June 28, 2015. The results of operations for the three and six months ended July 3, 2016 are not necessarily indicative of the results to be expected for the full 2016 fiscal year. These Financial Statements should be read in conjunction with the audited consolidated financial statements for The Wendy’s Company and notes thereto, included in our Annual Report on Form 10-K for the fiscal year ended January 3, 2016 (the “Form 10-K”).

The principal subsidiary of the Company is Wendy’s International, LLC and its subsidiaries (“Wendy’s”). 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 of America (“U.S.”) 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.

We report on a fiscal year consisting of 52 or 53 weeks ending on the Sunday closest to or on December 31. All three and six month periods presented herein contain 13 weeks and 26 weeks, respectively. All references to years and quarters relate to fiscal periods rather than calendar periods.

On May 31, 2015, Wendy’s completed the sale of its company-owned bakery, The New Bakery Company, LLC and its subsidiaries (collectively, the “Bakery”), a 100% owned subsidiary of Wendy’s. As a result of the sale of the Bakery, as further discussed in Note 2, the Bakery’s results of operations for the period from December 29, 2014 through May 31, 2015 and the gain on disposal have been included in “Net income from discontinued operations” in our condensed consolidated statements of operations.

In connection with the reimaging of restaurants as part of our Image Activation program, we have recorded accelerated depreciation of $1,393 and $3,215 during the three and six months ended July 3, 2016, respectively, on certain long-lived assets to reflect their use over shortened estimated useful lives. We describe the circumstances under which we record accelerated depreciation and amortization for properties in our Form 10-K.

Certain reclassifications have been made to the prior year presentation to conform to the current year presentation.

(2) Discontinued Operations

On May 31, 2015, Wendy’s completed the sale of 100% of its membership interest in the Bakery to East Balt US, LLC (the “Buyer”) for $78,500 in cash (subject to customary purchase price adjustments). The Company also assigned certain capital leases for transportation equipment to the Buyer but retained the related obligation, which was settled during 2015. Pursuant to the sale agreement, the Company was obligated to continue to provide health insurance benefits to the Bakery’s employees at the Company’s expense through December 31, 2015. The Company recorded a pre-tax gain on the disposal of the Bakery of $27,338 in the second quarter of 2015, which included transaction closing costs and a reduction of goodwill. The Company recognized income tax expense associated with the gain on disposal of $12,199 during the second quarter of 2015, which included the impact of the disposal of non-deductible goodwill.

In conjunction with the Bakery sale, Wendy’s entered into a transition services agreement with the Buyer, pursuant to which Wendy’s provided certain continuing corporate and shared services to the Buyer through March 31, 2016 for no additional consideration. A purchasing cooperative, Quality Supply Chain Co-op, Inc. (“QSCC”), established by Wendy’s and its franchisees, agreed to continue to source sandwich buns from the Bakery for a specified time period following the sale of the Bakery. As a result, Wendy’s paid the Buyer $5,265 and $996 for the purchase of sandwich buns during the six months ended July 3, 2016 and for the period from June 1, 2015 through June 28, 2015, respectively, which has been recorded to “Cost of sales.”

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THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

Information related to the Bakery has been reflected in the accompanying condensed consolidated financial statements as follows:


•	Balance sheets - As a result of our sale of the Bakery on May 31, 2015, there are no remaining Bakery assets and liabilities.


•	Statements of operations - The Bakery’s results of operations for the period from December 29, 2014 through May 31, 2015 have been presented as discontinued operations. In addition, the gain on disposal of the Bakery has been included in “Net income from discontinued operations” for the three and six months ended June 28, 2015.


•	Statements of cash flows - The Bakery’s cash flows prior to its sale (for the period from December 29, 2014 through May 31, 2015) have been included in, and not separately reported from, our consolidated statement of cash flows. The consolidated statement of cash flows for the six months ended June 28, 2015 also includes the effects of the sale of the Bakery.

The following table presents the Bakery’s results of operations and the gain on disposal, which have been included in discontinued operations:



	Three Months Ended			Six Months Ended
	June 28, 2015			June 28, 2015
Revenues (a)	$	11,408		$	25,885
Cost of sales (b)	(9,175		)	(7,336		)
	2,233			18,549
General and administrative	(483		)	(1,097		)
Depreciation and amortization (c)	(962		)	(2,297		)
Other expense, net (d)	(12		)	(34		)
Income from discontinued operations before income taxes	776			15,121
Provision for income taxes	(545		)	(5,533		)
Income from discontinued operations, net of income taxes	231			9,588
Gain on disposal of discontinued operations before income taxes	27,338			27,338
Provision for income taxes on gain on disposal	(12,199		)	(12,199		)
Gain on disposal of discontinued operations, net of income taxes	15,139			15,139
Net income from discontinued operations	$	15,370		$	24,727

_______________


(a)	Includes sales of sandwich buns and related products previously reported in “Sales” as well as rental income.

(b)

The three and six months ended June 28, 2015 include employee separation costs of $791 as a result of the sale of the Bakery. In addition, the six months ended June 28, 2015 includes a reduction to cost of sales of $12,486, as further described in the Form 10-K, resulting from the reversal of a liability recorded during 2013 associated with the Bakery’s withdrawal from a multiemployer pension plan.


(c)	Included in “Depreciation and amortization” in our condensed consolidated statement of cash flows for the period presented.


(d)	Includes net gains on sales of other assets. During the three and six months ended June 28, 2015, the Bakery received cash proceeds of $41 and $50, respectively, resulting in net gains on sales of other assets of $40 and $32, respectively.

The Bakery’s capital expenditures were $2,106 and $2,693 for the three and six months ended June 28, 2015, respectively, which are included in “Capital expenditures” in our condensed consolidated statements of cash flows.

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THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

The following table summarizes the gain on the disposal of our Bakery, which has been included in discontinued operations:



	Three and Six Months Ended
	June 28, 2015
Proceeds from sale of the Bakery (a)	$	78,408
Net working capital (b)	(5,655		)
Net properties sold (c)	(30,664		)
Goodwill allocated to the sale of the Bakery	(12,067		)
Other (d)	(2,684		)
	27,338
Provision for income taxes (e)	(12,199		)
Gain on disposal of discontinued operations, net of income taxes	$	15,139

_______________


(a)	Represents net proceeds received, which includes the purchase price of $78,500 less transaction closing costs paid directly by the Buyer on the Company’s behalf.


(b)	Primarily represents accounts receivable, inventory, prepaid expenses and accounts payable.


(c)	Net properties sold consisted primarily of buildings, equipment and capital leases for transportation equipment.


(d)	Primarily includes the recognition of the Company’s obligation, pursuant to the sale agreement, to provide health insurance benefits to the Bakery’s employees through December 31, 2015 of $1,993 and transaction closing costs paid directly by the Company.


(e)	Includes the impact of non-deductible goodwill disposed of as a result of the sale.

(3) System Optimization Gains, Net

In July 2013, the Company announced a system optimization initiative, as part of its brand transformation, which includes a shift from company-owned restaurants to franchised restaurants over time, through acquisitions and dispositions, as well as facilitating franchisee-to-franchisee restaurant transfers. In February 2015, the Company announced plans to sell approximately 540 additional restaurants to franchisees and reduce its ongoing company-owned restaurant ownership to approximately 5% of the total system by the end of 2016. During 2015, 2014 and 2013, the Company completed the sale of 327, 255 and 244 company-owned restaurants to franchisees, respectively, which included the sale of all of its company-owned restaurants in Canada.

During the six months ended July 3, 2016 and June 28, 2015, the Company completed the sale of 55 and 100 company-owned restaurants to franchisees, respectively. The Company recognized net gains totaling $$10,350 and $14,849 on the sale of company-owned restaurants and other assets during the six months ended July 3, 2016 and June 28, 2015, respectively. In addition, the Company facilitated the transfer of 126 restaurants between franchisees during the six months ended July 3, 2016. The Company expects to complete its plan to reduce company-owned restaurant ownership to approximately 5% of the total system with the sale of 258 restaurants during the remainder of 2016, all of which were classified as held for sale as of July 3, 2016.

Gains and losses recognized on dispositions are recorded to “System optimization gains, net” in our condensed consolidated statements of operations. Costs related to our system optimization initiative are recorded to “Reorganization and realignment costs,” and include severance and employee related costs, professional fees and other associated costs, which are further described in Note 5.

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THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

The following is a summary of the disposition activity recorded as a result of our system optimization initiative:



	Three Months Ended					Six Months Ended
	July 3, 2016		June 28, 2015			July 3, 2016			June 28, 2015
Number of restaurants sold to franchisees	—		83			55			100

Proceeds from sales of restaurants	$	—	$	31,468		$	39,615		$	36,049
Net assets sold (a)	—		(15,158		)	(17,055		)	(17,380		)
Goodwill related to sales of restaurants	—		(6,840		)	(6,376		)	(7,863		)
Net favorable (unfavorable) leases (b)	—		7,923			(4,906		)	7,395
Other (c)	—		(2,822		)	(795		)	(3,224		)
	—		14,571			10,483			14,977
Post-closing adjustments on sales of restaurants (d)	545		934			(1,590		)	(639		)
Gain on sales of restaurants, net	545		15,505			8,893			14,338

Gain on sales of other assets, net (e)	1,379		149			1,457			511
System optimization gains, net	$	1,924	$	15,654		$	10,350		$	14,849

_______________


(a)	Net assets sold consisted primarily of inventory and equipment.

(b)

During the six months ended July 3, 2016, the Company recorded favorable lease assets of $183 and unfavorable lease liabilities of $5,089 as a result of leasing and/or subleasing land, buildings, and/or leasehold improvements to franchisees, in connection with sales of restaurants. During the three and six months ended June 28, 2015, the Company recorded favorable lease assets of $23,428 and $25,807, respectively, and unfavorable lease liabilities of $15,505 and $18,412, respectively.

(c)

The three and six months ended June 28, 2015 includes a deferred gain of $2,387 related to the sale of 14 Canadian restaurants to a franchisee, as a result of certain contingencies related to the extension of lease terms. The deferred gain is included in “Other liabilities.” The three and six months ended June 28, 2015 also includes a note receivable of $1,801 from a franchisee in connection with the sale of 16 Canadian restaurants, which has been recognized as part of the overall loss on sale.


(d)	The three and six months ended June 28, 2015 includes the recognition of a gain on sale of $2,450 related to the repayment of notes receivable from franchisees in connection with sales of restaurants in 2014.


(e)	During the three and six months ended July 3, 2016, the Company received cash proceeds of $3,893 and $5,463, respectively, primarily from the sale of surplus properties. During the three and six months ended June 28, 2015, the Company received cash proceeds of $905 and $2,598, respectively.

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THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

Assets Held for Sale



	July 3, 2016		January 3, 2016
Number of restaurants classified as held for sale	258		99
Net restaurant assets held for sale (a)	$	114,720	$	50,262

Other assets held for sale (a)	$	6,026	$	7,124

_______________


(a)	Net restaurant assets held for sale include company-owned restaurants and consist primarily of cash, inventory, equipment and an estimate of allocable goodwill. Other assets held for sale primarily consist of surplus properties. Assets held for sale are included in “Prepaid expenses and other current assets.”

Subsequent to July 3, 2016, the Company completed sales of certain assets used in the operation of 82 Wendy’s company-owned restaurants for cash proceeds of approximately $66,300, subject to customary purchase price adjustments.

(4) Acquisitions

The table below presents the allocation of the total purchase price to the fair value of assets acquired and liabilities assumed for acquisitions of franchised restaurants:



	Six Months Ended
	July 3, 2016			June 28, 2015
Restaurants acquired from franchisees	2			4

Total consideration paid, net of cash received	$	2,209		$	1,232
Identifiable assets acquired and liabilities assumed:
Properties	2,218			1,303
Acquired franchise rights	—			760
Other assets	9			—
Capital lease obligations	—			(706		)
Unfavorable leases	—			(440		)
Other liabilities	(18		)	(80		)
Total identifiable net assets	2,209			837
Goodwill	$	—		$	395

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(5) Reorganization and Realignment Costs

The following is a summary of the initiatives included in “Reorganization and realignment costs:”



	Three Months Ended				Six Months Ended
	July 3, 2016		June 28, 2015		July 3, 2016		June 28, 2015
G&A realignment	$	406	$	4,372	$	933	$	8,535
System optimization initiative	2,081		1,907		4,804		2,357
Reorganization and realignment costs	$	2,487	$	6,279	$	5,737	$	10,892

G&A Realignment

In November 2014, the Company initiated a plan to reduce its general and administrative expenses. The plan included a realignment and reinvestment of resources to focus primarily on accelerated restaurant development and consumer-facing restaurant technology to drive long-term growth. The Company achieved the majority of the expense reductions through the realignment of its U.S. field operations and savings at its Restaurant Support Center in Dublin, Ohio, which was substantially completed by the end of the second quarter of 2015. The Company recognized costs totaling $933 during the six months ended July 3, 2016 and $24,201 in aggregate since inception. The Company expects to incur additional costs aggregating approximately $950 during the remainder of 2016, comprised primarily of recruitment and relocation costs for the reinvestment in resources to drive long-term growth.

The following is a summary of the activity recorded as a result of our G&A realignment plan:



	Three Months Ended				Six Months Ended				Total Incurred Since Inception
	July 3, 2016		June 28, 2015		July 3, 2016		June 28, 2015		Total Incurred Since Inception
Severance and related employee costs (a)	$	35	$	637	$	11	$	2,619	$	14,939
Recruitment and relocation costs	353		514		893		984		2,760
Other	18		9		29		41		166
	406		1,160		933		3,644		17,865
Share-based compensation (b)	—		3,212		—		4,891		6,336
Total G&A realignment	$	406	$	4,372	$	933	$	8,535	$	24,201

_______________


(a)	The six months ended July 3, 2016 includes a reversal of an accrual of $32 as a result of a change in estimate.


(b)	Represents incremental share-based compensation resulting from the modification of stock options and performance-based awards in connection with the termination of employees under our G&A realignment plan.

The tables below present a rollforward of our accruals for our G&A realignment plan, which are included in “Accrued expenses and other current liabilities.”



	Balance January 3, 2016		Charges		Payments			Balance July 3, 2016
Severance and related employee costs	$	3,431	$	11	$	(2,325	)	$	1,117
Recruitment and relocation costs	144		893		(807		)	230
Other	—		29		(29		)	—
	$	3,575	$	933	$	(3,161	)	$	1,347

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	Balance December 28, 2014		Charges		Payments			Balance June 28, 2015
Severance and related employee costs	$	11,609	$	2,619	$	(5,974	)	$	8,254
Recruitment and relocation costs	149		984		(902		)	231
Other	5		41		(46		)	—
	$	11,763	$	3,644	$	(6,922	)	$	8,485

System Optimization Initiative

The Company has recognized costs related to its system optimization initiative which includes a shift from company-owned restaurants to franchised restaurants over time, through acquisitions and dispositions, as well as facilitating franchisee-to-franchisee restaurant transfers. The Company expects to incur additional costs of approximately $3,700 during the remainder of 2016, which are primarily comprised of professional fees.

The following is a summary of the costs recorded as a result of our system optimization initiative:



	Three Months Ended						Six Months Ended					Total Incurred Since Inception
	July 3, 2016			June 28, 2015			July 3, 2016		June 28, 2015			Total Incurred Since Inception
Severance and related employee costs	$	18		$	303		$	18	$	629		$	18,170
Professional fees	1,445			110			3,146		151			12,319
Other (a)	(37		)	(128		)	40		(45		)	5,511
	1,426			285			3,204		735			36,000
Accelerated depreciation and amortization (b)	655			1,622			1,600		1,622			25,398
Share-based compensation (c)	—			—			—		—			5,013
Total system optimization initiative	$	2,081		$	1,907		$	4,804	$	2,357		$	66,411

_______________


(a)	The three and six months ended July 3, 2016 and June 28, 2015 include a reversal of an accrual of $50 and $210, respectively, as a result of a change in estimate.


(b)	Primarily includes accelerated amortization of previously acquired franchise rights related to company-owned restaurants in territories that will be or have been sold in connection with our system optimization initiative.


(c)	Represents incremental share-based compensation resulting from the modification of stock options and performance-based awards in connection with the termination of employees under our system optimization initiative.

The tables below present a rollforward of our accrual for our system optimization initiative, which is included in “Accrued expenses and other current liabilities.”



	Balance January 3, 2016		Charges		Payments			Balance July 3, 2016
Severance and related employee costs	$	77	$	18	$	(35	)	$	60
Professional fees	708		3,146		(3,497		)	357
Other	90		40		(130		)	—
	$	875	$	3,204	$	(3,662	)	$	417

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	Balance December 28, 2014		Charges			Payments			Balance June 28, 2015
Severance and related employee costs	$	2,235	$	629		$	(2,438	)	$	426
Professional fees	146		151			(159		)	138
Other	423		(45		)	(254		)	124
	$	2,804	$	735		$	(2,851	)	$	688

(6) Investments

Equity Investments

Wendy’s has a 50% share in a partnership in a Canadian restaurant real estate joint venture (“TimWen”) with a subsidiary of Restaurant Brands International Inc., a quick-service restaurant company that owns the Tim Hortons^® brand. (Tim Hortons^™is a registered trademark of Tim Hortons USA Inc.) In addition, the Company has a 20% share in a joint venture for the operation of Wendy’s restaurants in Brazil (the “Brazil JV”). The Company has significant influence over these investees. Such investments are accounted for using the equity method of accounting, under which our results of operations include our share of the income (loss) of the investees in “Other operating expense, net.”

Presented below is activity related to our investment in TimWen and the Brazil JV included in our condensed consolidated financial statements:



	Six Months Ended
	July 3, 2016			June 28, 2015
Balance at beginning of period	$	55,541		$	69,790

Investment	113			—

Equity in earnings for the period	5,410			5,712
Amortization of purchase price adjustments (a)	(1,135		)	(1,167		)
	4,275			4,545
Distributions received	(5,786		)	(5,825		)
Foreign currency translation adjustment included in “Other comprehensive income (loss), net”	3,952			(3,971		)
Balance at end of period	$	58,095		$	64,539

_______________


(a)	Purchase price adjustments which impacted the carrying value of the Company’s investment in TimWen are being amortized over the average original aggregate life of 21 years.

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(7) Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques under the accounting guidance related to fair value measurements are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. These inputs are classified into the following hierarchy:

Level 1 Inputs - Quoted prices for identical assets or liabilities in active markets.

Level 2 Inputs - Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 Inputs - Pricing inputs are unobservable for the assets or liabilities and include situations where there is little, if any, market activity for the assets or liabilities. The inputs into the determination of fair value require significant management judgment or estimation.

Financial Instruments

The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments:



	July 3, 2016				January 3, 2016
	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Fair Value Measurements
Financial assets
Cash equivalents	$	40,744	$	40,744	$	45,339	$	45,339	Level 1
Non-current cost method investments (a)	2,846		294,130		2,828		249,870		Level 3

Financial liabilities
Series 2015-1 Class A-2-I Notes (b)	868,438		870,956		872,813		849,106		Level 2
Series 2015-1 Class A-2-II Notes (b)	893,250		917,278		897,750		879,795		Level 2
Series 2015-1 Class A-2-III Notes (b)	496,250		500,369		498,750		484,648		Level 2
7% debentures, due in 2025 (b)	87,665		101,000		87,057		100,500		Level 2
Guarantees of franchisee loan obligations (c)	810		810		851		851		Level 3

_______________

(a)

The fair value of our indirect investment in Arby’s Restaurant Group, Inc. (“Arby’s”) is based on applying a multiple to Arby’s adjusted earnings before income taxes, depreciation and amortization per its current unaudited financial information. The carrying value of our indirect investment in Arby’s was reduced to zero during 2013 in connection with the receipt of a dividend. The fair values of our remaining investments are not significant and are based on our review of information provided by the investment managers or investees which was based on (1) valuations performed by the investment managers or investees, (2) quoted market or broker/dealer prices for similar investments and (3) quoted market or broker/dealer prices adjusted by the investment managers for legal or contractual restrictions, risk of nonperformance or lack of marketability, depending upon the underlying investments.


(b)	The fair values were based on quoted market prices in markets that are not considered active markets.

(c)

Wendy’s has provided loan guarantees to various lenders on behalf of franchisees entering into debt arrangements for new restaurant development and equipment financing. In addition, during 2012, Wendy’s provided a guarantee to a lender for a franchisee in connection with the refinancing of the franchisee’s debt. We have accrued a liability for the fair value of these guarantees, the calculation of which was based upon a weighted average risk percentage established at inception and adjusted for a history of defaults.

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The carrying amounts of cash, accounts payable and accrued expenses approximated fair value due to the short-term nature of those items. The carrying amounts of accounts and notes receivable (both current and non-current) approximated fair value due to the effect of the related allowance for doubtful accounts. Our cash and cash equivalents and guarantees are the only financial assets and liabilities measured and recorded at fair value on a recurring basis.

Derivative Instruments

The Company’s primary objective for entering into interest rate swap agreements was to manage its exposure to changes in interest rates, as well as to maintain an appropriate mix of fixed and variable rate debt.

Our derivative instruments for the six months ended June 28, 2015 included seven forward-starting interest rate swaps designated as cash flow hedges to change the floating rate interest payments for $350,000 and $100,000 in borrowings associated with the Term A and Term B Loans, respectively, under the Company’s prior credit agreement, to fixed rate interest payments beginning June 30, 2015 and maturing on December 31, 2017. In May 2015, the Company terminated these interest rate swaps and paid $7,275, which was recorded against the derivative liability. The unrealized loss on the cash flow hedges at termination of $7,275 is being reclassified on a straight-line basis from “Accumulated other comprehensive loss” to “Interest expense” beginning June 30, 2015, the original effective date of the interest rate swaps through December 31, 2017, the original maturity date of the interest rate swaps. As a result, the three and six months ended July 3, 2016 include the reclassification of unrealized losses on the cash flow hedges of $724 and $1,447, respectively, from “Accumulated other comprehensive loss” to “Interest expense.”

There was no hedge ineffectiveness from these cash flows hedges through their termination in May 2015.

Non-Recurring Fair Value Measurements

Assets and liabilities remeasured to fair value on a non-recurring basis during the six months ended July 3, 2016 and the year ended January 3, 2016 resulted in impairment which we have recorded to “Impairment of long-lived assets” in our condensed consolidated statements of operations.

Total losses for the six months ended July 3, 2016 and the year ended January 3, 2016 reflect the impact of remeasuring long-lived assets held and used (including land, buildings, leasehold improvements and favorable lease assets) to fair value as a result of the Company’s decision to lease and/or sublease the land and/or buildings to franchisees in connection with the sale or anticipated sale of restaurants. Total losses for the six months ended July 3, 2016 and the year ended January 3, 2016 also include the impact of remeasuring long-lived assets held and used (including land, buildings, leasehold improvements and favorable lease assets) to fair value as a result of declines in operating performance at company-owned restaurants. The fair value of long-lived assets held and used presented in the tables below represents the remaining carrying value and was estimated based on either discounted cash flows of future anticipated lease and sublease income or current market values.

Total losses for the six months ended July 3, 2016 and the year ended January 3, 2016 also include the impact of remeasuring long-lived assets held for sale which primarily include surplus properties. The fair values of long-lived assets held for sale presented in the tables below represent the remaining carrying value and were estimated based on current market values. See Note 8 for more information on impairment of our long-lived assets.



			Fair Value Measurements						Six Months Ended July 3, 2016 Total Losses
	July 3, 2016		Level 1		Level 2		Level 3		Six Months Ended July 3, 2016 Total Losses
Held and used	$	5,377	$	—	$	—	$	5,377	$	12,526
Held for sale	967		—		—		967		104
Total	$	6,344	$	—	$	—	$	6,344	$	12,630

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			Fair Value Measurements						2015 Total Losses
	January 3, 2016		Level 1		Level 2		Level 3		2015 Total Losses
Held and used	$	10,244	$	—	$	—	$	10,244	$	22,346
Held for sale	4,328		—		—		4,328		2,655
Total	$	14,572	$	—	$	—	$	14,572	$	25,001

(8) Impairment of Long-Lived Assets

During the three and six months ended July 3, 2016 and June 28, 2015, the Company recorded impairment charges on long-lived assets as a result of the Company’s decision to lease and/or sublease properties to franchisees in connection with the sale or anticipated sale of company-owned restaurants. The Company may recognize additional impairment charges resulting from leasing or subleasing additional properties to franchisees in connection with sales of company-owned restaurants to franchisees.

Additionally, during the six months ended July 3, 2016 and three and six months ended June 28, 2015, the Company recorded impairment charges on long-lived assets as a result of closing company-owned restaurants and classifying such properties as held for sale.

The three and six months ended July 3, 2016 and June 28, 2015 also include impairment charges on long-lived assets as a result of the deterioration in operating performance of certain company-owned restaurants and charges for capital improvements in restaurants impaired in prior years which did not subsequently recover.

The following is a summary of impairment losses recorded, which represent the excess of the carrying amount over the fair value of the affected assets and are included in “Impairment of long-lived assets.”



	Three Months Ended				Six Months Ended
	July 3, 2016		June 28, 2015		July 3, 2016		June 28, 2015
Restaurants leased or subleased to franchisees	$	5,490	$	7,551	$	12,491	$	8,256
Surplus properties	—		394		104		1,152
Company-owned restaurants	35		2,073		35		2,547
	$	5,525	$	10,018	$	12,630	$	11,955

(9) Income Taxes

The Company’s effective tax rate on income from continuing operations for the three months ended July 3, 2016 and June 28, 2015 was 29.0% and 38.1%, respectively. The Company’s effective tax rate varies from the U.S. federal statutory rate of 35% due to the effect of (1) non-deductible goodwill disposed of in connection with our system optimization initiative described in Note 3, including a correction to a prior year identified and recorded in the second quarter of 2016, which resulted in a benefit of $4,235, (2) state income taxes net of federal benefits, including non-recurring changes to state deferred taxes, (3) adjustments related to prior tax matters and (4) changes to valuation allowances on state net operating loss carryforwards due to the expected sale of restaurants under our system optimization initiative.

During the three months ended March 29, 2015, we concluded two state income tax examinations which resulted in the recognition of a net tax benefit of $1,872. Additionally, during the three months ended June 28, 2015, unfavorable state court decisions and audit experience led us to abandon certain refund claims, which resulted in a reduction of our unrecognized tax benefits by $1,274.

The Company’s effective tax rate on income from continuing operations for the six months ended July 3, 2016 and June 28, 2015 was 29.2% and 34.4%, respectively. The Company’s effective tax rate varies from the U.S. federal statutory rate of 35% due to the effect of (1) changes to valuation allowances on state net operating loss carryforwards due to the expected sale of restaurants under our system optimization initiative, including a correction to a prior year identified and recorded in the first quarter of 2016, which resulted in a benefit of $2,878, (2) state income taxes net of federal benefits, including non-recurring changes to state deferred taxes, (3) foreign rate differential, (4) employment credits and (5) non-deductible goodwill disposed of in connection

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(In Thousands Except Per Share Amounts)

with our system optimization initiative described in Note 3, including a correction to a prior year identified and recorded in the second quarter of 2016, which resulted in a benefit of $4,235. The Company evaluated the corrections of the prior year errors in relation to the estimated income for the full fiscal year and to the trend on earnings. The Company concluded that correcting the errors did not materially affect the estimated 2016 full year income.

There were no significant changes to unrecognized tax benefits or related interest and penalties for the Company for the six months ended July 3, 2016. During the next twelve months, we believe that it is reasonably possible the Company will reduce its unrecognized tax benefits by up to $393, primarily due to expected settlements with taxing authorities.

The Company includes refundable income taxes in “Accounts and notes receivable” in the accompanying condensed consolidated balance sheets. Refundable income taxes were $32,638 and $23,508 as of July 3, 2016 and January 3, 2016, respectively.

(10) Net Income Per Share

Basic net income per share was computed by dividing net income amounts by the weighted average number of common shares outstanding.

The weighted average number of shares used to calculate basic and diluted net income per share were as follows:



	Three Months Ended		Six Months Ended
	July 3, 2016	June 28, 2015	July 3, 2016	June 28, 2015
Common stock:
Weighted average basic shares outstanding	265,915	363,766	268,065	365,175
Dilutive effect of stock options and restricted shares	4,350	6,776	4,442	6,700
Weighted average diluted shares outstanding	270,265	370,542	272,507	371,875

Diluted net income per share for the three and six months ended July 3, 2016 and June 28, 2015 was computed by dividing net income by the weighted average number of basic shares outstanding plus the potential common share effect of dilutive stock options and restricted shares. We excluded potential common shares of 259 and 1,992 for the three and six months ended July 3, 2016 and 434 and 599 for the three and six months ended June 28, 2015, respectively, from our diluted net income per share calculation as they would have had anti-dilutive effects.

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(In Thousands Except Per Share Amounts)

(11) Stockholders’ Equity

Stockholders’ Equity

The following is a summary of the changes in stockholders’ equity:



	Six Months Ended
	July 3, 2016			June 28, 2015
Balance at beginning of period	$	752,914		$	1,717,576
Comprehensive income	66,931			52,563
Cash dividends	(32,152		)	(40,189		)
Repurchases of common stock	(109,348		)	(63,206		)
Share-based compensation	9,925			12,242
Exercises of stock options	6,238			15,278
Vesting of restricted shares	(2,841		)	(1,393		)
Tax benefit from share-based compensation	1,402			45,452
Other	95			103
Balance at end of period	$	693,164		$	1,738,426

Repurchases of Common Stock

On June 1, 2015, our Board of Directors authorized a repurchase program for up to $1,400,000 of our common stock through January 1, 2017, when and if market conditions warrant and to the extent legally permissible. During the six months ended July 3, 2016, the Company repurchased 10,767 shares with an aggregate purchase price of $109,187, of which $2,991 was accrued at July 3, 2016 and excluding commissions of $161. As of July 3, 2016, the Company had $268,969 of availability remaining under its June 2015 authorization. Subsequent to July 3, 2016 through August 4, 2016, the Company repurchased 2,171 shares with an aggregate purchase price of $21,064, excluding commissions of $32.

Also as part of the June 2015 authorization, the Company commenced an $850,000 share repurchase program on June 3, 2015, which included (1) a modified Dutch auction tender offer to repurchase up to $639,000 of our common stock and (2) a separate stock purchase agreement to repurchase up to $211,000 of our common stock from Nelson Peltz, Peter W. May (Messrs. Peltz and May are members of the Company’s Board of Directors) and Edward P. Garden (who served on the Company’s Board of Directors until December 14, 2015) and certain of their family members and affiliates, investment funds managed by Trian Fund Management, L.P. (an investment management firm controlled by Messrs. Peltz, May and Garden, “TFM”) and the general partner of certain of those funds (together with Messrs. Peltz, May and Garden, certain of their family members and affiliates and TFM, the “Trian Group”). During the second quarter of 2015, the Company incurred costs of $1,489 in connection with the tender offer, which were recorded to treasury stock. The $850,000 share repurchase program was completed during the third quarter of 2015.

In August 2014, our Board of Directors authorized a repurchase program for up to $100,000 of our common stock through December 31, 2015, when and if market conditions warrant and to the extent legally permissible. During the six months ended June 28, 2015, the Company repurchased 5,655 shares with an aggregate purchase price of $61,631, excluding commissions of $86. The August 2014 authorization was completed during the third quarter of 2015.

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Accumulated Other Comprehensive Loss

The following table provides a rollforward of the components of accumulated other comprehensive loss, net of tax as applicable:



	Foreign Currency Translation			Cash Flow Hedges (a)			Pension			Total
Balance at January 3, 2016	$	(66,163	)	$	(3,571	)	$	(1,089	)	$	(70,823	)
Current-period other comprehensive income (loss)	14,256			888			(56		)	15,088
Balance at July 3, 2016	$	(51,907	)	$	(2,683	)	$	(1,145	)	$	(55,735	)

Balance at December 28, 2014	$	(28,363	)	$	(2,044	)	$	(887	)	$	(31,294	)
Current-period other comprehensive loss	(12,494		)	(2,442		)	(203		)	(15,139		)
Balance at June 28, 2015	$	(40,857	)	$	(4,486	)	$	(1,090	)	$	(46,433	)

_______________

(a)

Current-period other comprehensive loss for the three and six months ended June 28, 2015 includes the effect of changes in unrealized losses on cash flow hedges, net of tax. The three and six months ended July 3, 2016 includes the reclassification of unrealized losses on cash flow hedges of $443 and $888, respectively, from “Accumulated other comprehensive loss” to our condensed consolidated statements of operations. The reclassification of unrealized losses on cash flow hedges for the three and six months ended July 3, 2016 consists of $724 and $1,447, respectively, recorded to “Interest expense,” net of the related income tax benefit of $281 and $559, respectively, recorded to “Provision for income taxes.” See Note 7 for more information.

(12) Transactions with Related Parties

Except as described below, the Company did not have any significant changes in or transactions with its related parties during the current fiscal period since those reported in the Form 10-K.

Transactions with QSCC

Wendy’s received $76 and $92 of lease income from its purchasing cooperative, Quality Supply Chain Co-op, Inc. (“QSCC”) during the six months ended July 3, 2016 and June 28, 2015, respectively, which has been recorded as a reduction to “General and administrative.”

TimWen Lease and Management Fee Payments

A wholly-owned subsidiary of Wendy’s leases restaurant facilities from TimWen for the operation of Wendy’s/Tim Hortons combo units in Canada. Prior to the second quarter of 2015, Wendy’s operated certain of the Wendy’s/Tim Hortons combo units in Canada and subleased some of the restaurant facilities to franchisees. As a result of the Company completing its plan to sell all of its company-owned restaurants in Canada to franchisees during the second quarter of 2015, all of the restaurant facilities are subleased to franchisees. During the six months ended July 3, 2016 and June 28, 2015, Wendy’s paid TimWen $5,727 and $5,892, respectively, under these lease agreements. In addition, TimWen paid Wendy’s a management fee under the TimWen joint venture agreement of $104 and $112 during the six months ended July 3, 2016 and June 28, 2015, respectively, which has been included as a reduction to “General and administrative.”

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(13) Guarantees and Other Commitments and Contingencies

Refer to the Form 10-K for further information regarding the Company’s additional commitments and obligations.

Franchisee Image Activation Incentive Programs

In order to promote Image Activation new restaurant development, Wendy’s has an incentive program for franchisees that provides for reductions in royalty payments for the first three years of operation for qualifying new restaurants opened by December 31, 2016.

Wendy’s also has incentive programs for 2016 and 2017 for franchisees that commence Image Activation restaurant remodels during those years. The incentive programs provide reductions in royalty payments for one year or two years after the completion of construction, depending on the type of remodel. In 2015, Wendy’s added an additional incentive to the 2016 program described above to include waiving the franchise agreement renewal fee for certain types of remodels.

In addition, Wendy’s had incentive programs in 2015 that included reductions in royalty payments for franchisees’ participation in the Image Activation program.

Franchisee Image Activation Financing Program

Wendy’s executed an agreement in 2013 to partner with a third-party lender to establish a financing program for franchisees that participate in our Image Activation program. Under the program, the lender has agreed to provide loans to franchisees to be used for the reimaging of restaurants according to the guidelines and specifications under Wendy’s Image Activation program. To support the program, Wendy’s provided to the lender a $6,000 irrevocable stand-by letter of credit, which was issued on July 1, 2013 and was cash collateralized. During the three months ended April 3, 2016, the Company entered into an agreement to reduce the letter of credit from $6,000 to $1,000 due to franchisees successfully obtaining financing independently. During the three months ended July 3, 2016, the new irrevocable letter of credit of $1,000 was issued against the Company’s $2,275,000 securitized financing facility and the $6,000 letter of credit was terminated.

Lease Guarantees

Wendy’s has guaranteed the performance of certain leases and other obligations, primarily from former company-owned restaurant locations now operated by franchisees, amounting to $34,140 as of July 3, 2016. These leases extend through 2050. We have not received any notice of default related to these leases as of July 3, 2016. In the event of default by a franchise owner, Wendy’s generally retains the right to acquire possession of the related restaurant locations.

Wendy’s is contingently liable for certain other leases which have been assigned to unrelated third parties who have indemnified Wendy’s against future liabilities amounting to $1,238 as of July 3, 2016. These leases expire on various dates through 2021.

Letters of Credit

As of July 3, 2016, the Company had outstanding letters of credit with various parties totaling $34,967, of which $6,165 were cash collateralized. The outstanding letters of credit include amounts outstanding against the securitized financing facility and for the franchisee Image Activation financing program described above. The related cash collateral is classified as “Restricted cash” in the condensed consolidated balance sheets. We do not expect any material loss to result from these letters of credit.

(14) Legal and Environmental Matters

We are involved in litigation and claims incidental to our current and prior businesses. We provide accruals for such litigation and claims when payment is probable and reasonably estimable. As of July 3, 2016, the Company had accruals for all of its legal and environmental matters aggregating $5,181. We cannot estimate the aggregate possible range of loss due to most proceedings being in preliminary stages, with various motions either yet to be submitted or pending, discovery yet to occur and significant factual matters unresolved. In addition, most cases seek an indeterminate amount of damages and many involve multiple parties. Predicting the outcomes of settlement discussions or judicial or arbitral decisions is thus inherently difficult. Based on currently available information, including legal defenses available to us, and given the aforementioned accruals and our insurance coverage, we do not believe that the outcome of these legal and environmental matters will have a material effect on our consolidated financial position or results of operations.

Table of Contents

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

(15) New Accounting Standards

New Accounting Standards

In June 2016, the Financial Accounting Standards Board (“FASB”) issued an amendment that will require the Company to determine impairment of financial instruments based on expected losses rather than incurred losses. The transition method varies with the type of instrument; however, most debt instruments will be transitioned using a modified retrospective approach. The

amendment is effective commencing with our 2020 fiscal year. We are currently evaluating the impact of the adoption of this guidance on our consolidated financial statements.

In March 2016, the FASB issued an amendment which modifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures and statutory withholding requirements, as well as statement of cash flows presentation. The transition requirement is mostly modified retrospective, with the exception of recognition of excess tax benefits and tax deficiencies which requires prospective adoption. The amendment is effective commencing with our 2017 fiscal year. We are currently evaluating the impact of the adoption of this guidance on our consolidated financial statements.

In March 2016, the FASB issued an amendment which clarifies the steps for assessing triggering events of embedded contingent put and call options within debt instruments. The amendment requires modified retrospective adoption and is effective commencing with our 2017 fiscal year. We are currently evaluating the impact of the adoption of this guidance on our consolidated financial statements.

In March 2016, the FASB issued an amendment related to equity method accounting which eliminates the requirement to retrospectively apply the equity method to an investment that subsequently qualifies for such accounting as a result of an increase in level of ownership interest or degree of influence. The amendment requires prospective adoption and is effective commencing with our 2017 fiscal year. We are currently evaluating the impact of the adoption of this guidance on our consolidated financial statements.

In February 2016, the FASB issued new guidance on leases. The new guidance requires lessees to recognize on the balance sheet the assets and liabilities for the rights and obligations created by finance and operating leases with lease terms of more than 12 months, as well as enhanced disclosures. The amendment requires the recognition and measurement of leases at the beginning of the earliest period presented using a modified retrospective approach and is effective commencing with our 2019 fiscal year. We are currently evaluating the impact of the adoption of this guidance on our consolidated financial statements.

In May 2014, the FASB issued amended guidance for revenue recognition. Subsequently, the FASB issued an amendment to defer for one year the effective date of the new guidance on revenue recognition, as well as issued additional clarifying amendments. The new guidance outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. Additionally, the guidance requires improved disclosure to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized. The new guidance supersedes most current revenue recognition guidance, including industry-specific guidance, and is now effective commencing with our 2018 fiscal year. The guidance allows for either a full retrospective or modified retrospective transition method. We are continuing to evaluate which transition method to use. We do not believe this guidance will impact our recognition of revenue from company-owned restaurant sales or our recognition of continuing royalty revenues from franchisees, which are based on a percentage of franchise sales. We are continuing to evaluate the impact the adoption of this guidance will have on our business, including the recognition of transactions such as franchise development fees, initial fees from franchisees and sales of company-owned restaurants to franchisees, as well as the accounting for our national advertising funds.

New Accounting Standards Adopted

In September 2015, the FASB issued an amendment that requires an acquirer to recognize adjustments to provisional amounts during the measurement period, in the period such adjustments are identified, rather than retrospectively adjusting previously reported amounts. The Company adopted this amendment, prospectively, during the first quarter of 2016. The adoption of this guidance did not impact our consolidated financial statements.

In April 2015, the FASB issued an amendment that clarifies the accounting for fees paid in a cloud computing arrangement. The amendment provides guidance to customers about whether a cloud computing arrangement includes a software license. The Company adopted this amendment, prospectively, during the first quarter of 2016. The adoption of this guidance did not materially impact our consolidated financial statements.

In February 2015, the FASB issued an amendment that revises the consolidation requirements and significantly changes the consolidation analysis required under current guidance. The Company adopted this amendment, prospectively, during the first quarter of 2016. The adoption of this guidance did not impact our consolidated financial statements.

Table of Contents

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

In June 2014, the FASB issued an amendment to clarify that a performance target that affects vesting and that could be achieved after the requisite service period should be treated as a performance condition and therefore should not be reflected in estimating the grant-date fair value of the award. The Company adopted this amendment during the first quarter of 2016. The adoption of this guidance did not impact our consolidated financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Introduction

This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of The Wendy’s Company (“The Wendy’s Company” and, together with its subsidiaries, the “Company,” “we,” “us,” or “our”) should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and the related notes included elsewhere within this report and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended January 3, 2016 (the “Form 10-K”). There have been no material changes as of July 3, 2016 to the application of our critical accounting policies as described in Item 7 of the Form 10-K. Certain statements we make under this Item 2 constitute “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. See “Special Note Regarding Forward-Looking Statements and Projections” in “Part II - Other Information” preceding Item 1 of Part II of this report. You should consider our forward-looking statements in light of our unaudited condensed consolidated financial statements, related notes and other financial information appearing elsewhere in this report, the Form 10-K and our other filings with the Securities and Exchange Commission.

The Wendy’s Company is the parent company of its 100% owned subsidiary holding company, Wendy’s Restaurants, LLC (“Wendy’s Restaurants”). The principal 100% owned subsidiary of Wendy’s Restaurants is Wendy’s International, LLC and its subsidiaries (“Wendy’s”). Wendy’s franchises and operates company-owned Wendy’s^® quick-service restaurants throughout North America (defined as the United States of America (“U.S.”) and Canada). Wendy’s also has franchised restaurants in 28 foreign countries and U.S. territories, including franchised restaurants located in Brazil, which opened subsequent to July 3, 2016.

Wendy’s restaurants offer an extensive menu specializing in hamburger sandwiches and featuring fillet of chicken breast sandwiches, chicken nuggets, chili, french fries, baked potatoes, freshly prepared salads, soft drinks, Frosty^® desserts and kids’ meals. In addition, the restaurants sell a variety of promotional products on a limited basis.

The Company manages and internally reports its business geographically. The operation and franchising of Wendy’s restaurants in North America 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. The results of operations discussed below may not necessarily be indicative of future results.

The Company reports on a fiscal year consisting of 52 or 53 weeks ending on the Sunday closest to or on December 31. All three and six month periods presented herein contain 13 weeks and 26 weeks, respectively. All references to years and quarters relate to fiscal periods rather than calendar periods.

Executive Overview

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). The Company recorded a pre-tax gain on the disposal of the Bakery of $27.3 million in the second quarter of 2015, which included transaction closing costs and a reduction of goodwill. The Company recognized income tax expense associated with the gain on disposal of $12.2 million during the second quarter of 2015, which included the impact of the disposal of non-deductible goodwill. In conjunction with the Bakery sale, Wendy’s entered into a transition services agreement with the Buyer, pursuant to which Wendy’s provided certain continuing corporate and shared services to the Buyer through March 31, 2016 for no additional consideration. As a result of the sale of the Bakery, the Bakery’s results of operations for the period from December 29, 2014 through May 31, 2015 and the gain on disposal have been included in “Net income from discontinued operations” in our condensed consolidated statements of operations.

Our Continuing Business

As of July 3, 2016, the Wendy’s restaurant system was comprised of 6,490 restaurants, of which 582 were owned and operated by the Company. All of our company-owned restaurants are located in the U.S. as a result of the Company completing its initiative during the second quarter of 2015 to sell all company-owned restaurants in Canada to franchisees.

Wendy’s operating results are impacted by a number of external factors, including unemployment, general economic trends, intense price competition, commodity costs and weather.

Wendy’s long-term growth opportunities will be driven by a combination of brand relevance and economic relevance. Key components of growth include (1) North America systemwide same-restaurant sales growth through continuing core menu improvement, product innovation and customer count growth, (2) investing in our Image Activation program, which includes innovative exterior and interior restaurant designs for our new and reimaged restaurants and focused execution of operational excellence, (3) growth in new restaurants, including global growth, (4) increased restaurant utilization in various dayparts and brand access utilizing mobile technology, (5) building shareholder value through financial management strategies and (6) our system optimization initiative.

Wendy’s revenues for the first six months of 2016 include: (1) $518.6 million of sales at company-owned restaurants and (2) $167.0 million of royalty revenue, $65.1 million of rental income and $10.8 million of franchise fees from franchisees. Substantially all of our Wendy’s royalty agreements provide for royalties of 4.0% of franchisees’ revenues.

Key Business Measures

We track our results of operations and manage our business using the following key business measures:


•	Same-Restaurant Sales

Beginning with the first quarter of 2016, the Company revised its reporting methodology for same-restaurant sales to simplify the reporting of its same-restaurant sales performance for reimaged restaurants and to better align with restaurant-industry practice. Under the new methodology, the Company includes restaurants in its comparable sales base as soon as reimaged restaurants reopen (the “New Method”). Reimaged restaurants previously entered the comparable sales base after they had been open for three continuous months (the “Old Method”). There was no change in the reporting methodology for new restaurants, which will continue to be excluded from same-restaurant sales until they have been open for 15 continuous months. The tables summarizing the results of operations below provide the same-restaurant sales percent change using the New Method, as well as the Old Method. The New Method is consistent with the metric used by our management for internal reporting and analysis. Same-restaurant sales exclude the impact of currency translation.

•Restaurant Margin

We define restaurant margin as sales from company-owned restaurants less cost of sales divided by sales from company-owned restaurants. Cost of sales includes food and paper, restaurant labor and occupancy, advertising and other operating costs. Restaurant margin is influenced by factors such as restaurant openings, remodels and closures, price increases, the effectiveness of our advertising and marketing initiatives, featured products, product mix, the level of our fixed and semi-variable costs and fluctuations in food and labor costs.

System Optimization Initiative

During the first six months of 2016 and 2015, the Company completed the sale of 55 and 100 company-owned restaurants to franchisees, respectively. The Company recognized net gains totaling $10.4 million and $14.9 million on the sale of company-owned restaurants and other assets during the first six months of 2016 and 2015, respectively, which were recorded to “System optimization gains, net” in our condensed consolidated statements of operations. In addition, the Company facilitated the transfer of 126 restaurants between franchisees during the first six months of 2016. The Company expects to complete its plan to reduce company-owned restaurant ownership to approximately 5% of the total system with the sale of 258 restaurants during the remainder of 2016, all of which were classified as held for sale as of July 3, 2016.

Costs related to our system optimization initiative are recorded to “Reorganization and realignment costs.” During the first six months of 2016 and 2015, the Company recognized costs totaling $4.8 million and $2.4 million, respectively, which primarily included professional fees and accelerated amortization of previously acquired franchise rights in 2016 and accelerated amortization of previously acquired franchise rights and severance and related employee costs in 2015. The Company expects to incur additional costs of approximately $3.7 million during the remainder of 2016 in connection with its system optimization initiative, which are primarily comprised of professional fees.

G&A Realignment

In November 2014, the Company initiated a plan to reduce its general and administrative expenses. The plan included a realignment and reinvestment of resources to focus primarily on accelerated restaurant development and consumer-facing restaurant technology to drive long-term growth. The Company achieved the majority of the expense reductions through the realignment of its U.S. field operations and savings at its Restaurant Support Center in Dublin, Ohio, which was substantially completed by the end of the second quarter of 2015. Costs related to G&A realignment are recorded to “Reorganization and realignment costs.” The Company recognized costs totaling $0.9 million and $8.5 million during the first six months of 2016 and 2015, respectively, which primarily included recruitment and relocation costs in 2016 and share-based compensation, severance and related employee costs and recruitment and relocation costs in 2015. The Company expects to incur additional costs aggregating approximately $1.0 million during the remainder of 2016, comprised primarily of recruitment and relocation costs for the reinvestment in resources to drive long-term growth.

Related Party Transactions

TimWen Lease and Management Fees

A wholly-owned subsidiary of Wendy’s leases restaurant facilities from TimWen for the operation of Wendy’s/Tim Hortons combo units in Canada. Prior to the second quarter of 2015, Wendy’s operated certain of the Wendy’s/Tim Hortons combo units in Canada and subleased some of the restaurant facilities to franchisees. As a result of the Company completing its plan to sell all of its company-owned restaurants in Canada to franchisees during the second quarter of 2015, all of the restaurant facilities are subleased to franchisees. During the first six months of 2016 and 2015, Wendy’s paid TimWen $5.7 million and $5.9 million, respectively, under these lease agreements. In addition, TimWen paid Wendy’s a management fee under the TimWen joint venture agreement of $0.1 million during both the first six months of 2016 and 2015, which has been included as a reduction to “General and administrative.”

Franchisee Incentive Programs

Franchisee Image Activation Financing Program

Wendy’s executed an agreement in 2013 to partner with a third-party lender to establish a financing program for franchisees that participate in our Image Activation program. Under the program, the lender has agreed to provide loans to franchisees to be used for the reimaging of restaurants according to the guidelines and specifications under Wendy’s Image Activation program. To support the program, Wendy’s provided to the lender a $6.0 million irrevocable stand-by letter of credit, which was issued on July 1, 2013 and was cash collateralized. During the first quarter of 2016, the Company entered into an agreement to reduce the letter of credit from $6.0 million to $1.0 million due to franchisees successfully obtaining financing independently. During the second quarter of 2016, the new irrevocable letter of credit of $1.0 million was issued against the Company’s $2,275.0 million securitized financing facility and the $6.0 million letter of credit was terminated.

Cybersecurity Incident

The Company first reported unusual payment card activity affecting some franchise-owned restaurants in February 2016 and that malware had been discovered on certain systems. Subsequently, on June 9, 2016, the Company reported that an additional malware variant had been identified and disabled. On July 7, 2016, the Company, on behalf of affected franchise locations, provided information about specific restaurant locations that may have been impacted by these attacks, all of which are located in the United States, along with support for customers who may have been affected by the malware variants. See “Item 1 - Legal Proceedings” and “Item 1A - Risk Factors” in “Part II - Other Information” for further information.

Results of Operations

The tables included throughout Results of Operations set forth in millions the Company’s consolidated results of operations for the second quarter of 2016 and 2015. As a result of the sale of the Bakery discussed above in “Executive Overview - Sale of the Bakery,” the Bakery’s results of operations for the period from March 30, 2015 through May 31, 2015 have been included in “Income from discontinued operations, net of income taxes” in the table below.



	Three Months Ended
	July 3, 2016			June 28, 2015			Change
Revenues:
Sales	$	259.2		$	385.0		$	(125.8	)
Franchise revenues	123.5			104.5			19.0
	382.7			489.5			(106.8		)
Costs and expenses:
Cost of sales	202.6			315.1			(112.5		)
General and administrative	61.1			60.8			0.3
Depreciation and amortization	30.7			39.3			(8.6		)
System optimization gains, net	(1.9		)	(15.7		)	13.8
Reorganization and realignment costs	2.5			6.3			(3.8		)
Impairment of long-lived assets	5.5			10.0			(4.5		)
Other operating expense, net	16.6			9.4			7.2
	317.1			425.2			(108.1		)
Operating profit	65.6			64.3			1.3
Interest expense	(28.6		)	(17.2		)	(11.4		)
Loss on early extinguishment of debt	—			(7.3		)	7.3
Other income, net	0.3			0.3			—
Income from continuing operations before income taxes	37.3			40.1			(2.8		)
Provision for income taxes	(10.8		)	(15.3		)	4.5
Income from continuing operations	26.5			24.8			1.7
Discontinued operations:
Income from discontinued operations, net of income taxes	—			0.3			(0.3		)
Gain on disposal of discontinued operations, net of income taxes	—			15.1			(15.1		)
Net income from discontinued operations	—			15.4			(15.4		)
Net income	$	26.5		$	40.2		$	(13.7	)



	Second Quarter 2016			Second Quarter 2015
Revenues:
Sales	$	259.2		$	385.0
Franchise revenues:
Royalty revenue	$	86.3		$	80.7
Rental income	34.5			20.2
Franchise fees	2.7			3.6
Total franchise revenues	123.5			104.5
Total revenues	$	382.7		$	489.5

	Second Quarter 2016		% of Sales	Second Quarter 2015		% of Sales
Cost of sales:
Food and paper	$	78.4	30.2%	$	122.4	31.8%
Restaurant labor	70.8		27.3%	107.1		27.8%
Occupancy, advertising and other operating costs	53.4		20.6%	85.6		22.2%
Total cost of sales	$	202.6	78.1%	$	315.1	81.8%



	Second Quarter 2016		% of Sales	Second Quarter 2015		% of Sales
Restaurant margin	$	56.6	21.9%	$	69.9	18.2%



	New Method				Old Method
	Second Quarter 2016		Second Quarter 2015		Second Quarter 2016		Second Quarter 2015
Same-restaurant sales:
North America same-restaurant sales:
Company-owned	1.2	%	2.4	%	0.9	%	2.4	%
Franchised	0.3	%	2.3	%	0.3	%	2.2	%
Systemwide	0.4	%	2.4	%	0.4	%	2.2	%

Total same-restaurant sales:
Company-owned	1.2	%	2.4	%	0.9	%	2.4	%
Franchised (a)	0.2	%	2.2	%	0.3	%	2.1	%
Systemwide (a)	0.3	%	2.2	%	0.3	%	2.1	%

________________

(a) Includes international franchised same-restaurant sales (excluding Venezuela due to the impact of Venezuela’s highly inflationary economy).



	Company-owned		Franchised		Systemwide
Restaurant count:
Restaurant count at April 3, 2016	582		5,900		6,482
Opened	2		17		19
Closed	(2	)	(9	)	(11	)
Restaurant count at July 3, 2016	582		5,908		6,490



Sales	Change
Sales	$	(125.8	)

The decrease in sales during the second quarter of 2016 was primarily due to the impact of Wendy’s company-owned restaurants sold under our system optimization initiative, which resulted in a reduction in sales of $139.5 million. Company-owned same-restaurant sales during the second quarter of 2016 increased primarily due to an increase in customer count, partially offset by a slight decrease in our average per customer check amount, primarily resulting from changes in product mix. Sales also benefited from higher sales growth at our new and remodeled Image Activation restaurants.



Franchise Revenues	Change
Royalty revenue	$	5.6
Rental income	14.3
Franchise fees	(0.9		)
	$	19.0

The increase in franchise revenues during the second quarter of 2016 was primarily due to increases in rental income and royalty revenue primarily resulting from sales of company-owned restaurants to franchisees under our system optimization initiative.



Cost of Sales, as a Percent of Sales	Change
Food and paper	(1.6	)%
Restaurant labor	(0.5	)%
Occupancy, advertising and other operating costs	(1.6	)%
	(3.7	)%

The improvement in cost of sales, as a percent of sales, during the second quarter of 2016 was primarily due to a decrease in commodity costs, reflecting lower beef prices. In addition, the increase in same-restaurant sales and higher sales at our new and remodeled Image Activation restaurants contributed to the improvement in cost of sales, as a percent of sales. These decreases in cost of sales, as a percent of sales, were partially offset by the negative impact of changes in product mix.



General and Administrative	Change
Severance	$	2.3
Employee compensation and related expenses	(1.9		)
Other, net	(0.1		)
	$	0.3