UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED January 3, 2016December 30, 2018
ORor
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)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)
---------------------------------
Commission file number: 1-2207

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)
Registrant’s Telephone Number, Including Area Code: (614) 764-3100
---------------------------------
Securities Registered Pursuantregistered pursuant to Section 12(b) of the Act:
Title of Each Classeach class Name of Each Exchangeeach exchange on Which Registeredwhich registered
Common Stock, $.10 par value The NASDAQNasdaq Stock Market LLC
   
Securities Registered Pursuantregistered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [x] No [ ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes [ ] No [x]

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ][x]


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

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [x]

The aggregate market value of common equity held by non-affiliates of The Wendy’s Company as of June 26, 201529, 2018 was approximately $3,272.9$3,213.1 million. As of February 24, 2016,19, 2019, there were 270,010,291230,230,350 shares of The Wendy’s Company common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part III of this Form 10-K, to the extent not set forth herein, is incorporated herein by reference from The Wendy’s Company’s definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after January 3, 2016.December 30, 2018.
 




PART I

Special Note Regarding Forward-Looking Statements and Projections

This Annual Report on Form 10-K and oral statements made from time to time by representatives of the Company may contain or incorporate by reference certain statements that are not historical facts, including, most importantly, information concerning possible or assumed future results of operations of the Company. Those statements, as well as statements preceded by, followed by, or that include the words “may,” “believes,” “plans,” “expects,” “anticipates,” or the negation thereof, or similar expressions, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). All statements that address future operating, financial or business performance; strategies, initiatives or expectations; future synergies, efficiencies or overhead savings; anticipated costs or charges; future capitalization; and anticipated financial impacts of recent or pending transactions are forward-looking statements within the meaning of the Reform Act. The forward-looking statements are based on our expectations at the time such statements are made, speak only as of the dates they are made and are susceptible to a number of risks, uncertainties and other factors. Our actual results, performance and achievements may differ materially from any future results, performance or achievements expressed or implied by our forward-looking statements. For all of our forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the Reform Act. Many important factors could affect our future results and could cause those results to differ materially from those expressed in or implied by the forward-looking statements contained herein. Such factors, all of which are difficult or impossible to predict accurately, and many of which are beyond our control, include, but are not limited to, the following:

competition, including pricing pressures, couponing, aggressive marketing and the potential impact of competitors’ new unit openings on sales of Wendy’s restaurants;

consumers’ perceptions of the relative quality, variety, affordability and value of the food products we offer;offer, and changes in consumer tastes and preferences;

food safety events, including instances of food-borne illness (such as salmonella or E. coli) involving Wendy’s or its supply chain;

consumer concerns over nutritional aspects of beef, poultry,chicken, french fries or other products we sell, concerns regarding the ingredients in our products and/or the cooking processes used in our restaurants, or concerns regarding the effects ofrestaurants;
conditions beyond our control, such as weather, natural disasters, disease outbreaks, epidemics or pandemics impacting the Company’sour customers or food supplies;supplies, or acts of war or terrorism;

the effects of negative publicity that can occur from increased use of social media;

success of operating and marketing initiatives, including advertising and promotional efforts and new product and concept development by us and our competitors;

the impact of generalprevailing economic, market and business conditions affecting us, including competition from other food service providers, unemployment and increases in unemployment rates ondecreased consumer spending levels, particularly in geographic regions that contain a high concentration of Wendy’s restaurants;

changes in consumer tastes and preferences, and in discretionary consumer spending;

changes inthe quick-service restaurant industry, spending patterns and demographic trends, such as the extent to which consumers eatconsumer trends toward value-oriented products and promotions or toward consuming fewer meals away from home;

certain factors affecting our franchisees, including the business and financial viability of franchisees, the timely payment of such franchisees’ obligations due to us or to national or local advertising organizations, and the ability of our franchisees to open new restaurants and reimage existing restaurants in accordance with their development and franchise commitments, including their ability to finance restaurant development and remodels;reimages;

increased labor costs due to competition or increased minimum wage or employee benefit costs;

changes in commodity costs (including beef, chicken, pork, cheese and corn)grains), labor, supplies, fuel, utilities, distribution and other operating costs;

the availability locationof suitable locations and terms of sites for restaurant development by us and our franchisees;

development costs, including real estate and construction costs;


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delays in opening new restaurants or completing reimages of existing restaurants, including risks associated with theour Image Activation program;

the timingability to effectively manage the acquisition and impactdisposition of acquisitions and dispositions of restaurants;restaurants or successfully implement other strategic initiatives;

anticipated or unanticipated restaurant closures by us and our franchisees;

our ability to identify, attract and retain potential franchisees with sufficient experience and financial resources to develop and operate Wendy’s restaurants successfully;

availability of qualified restaurant personnel to us and to our franchisees, and the ability to retain such personnel;

our ability, if necessary, to secure alternative distribution of supplies of food, equipment and other products to Wendy’s restaurants at competitive rates and in adequate amounts, and the potential financial impact of any interruptions in such distribution;

availability and cost of insurance;

adverse weather conditions;

availability, terms (including changes in interest rates) and deployment of capital;capital, and changes in debt, equity and securities markets;

changes in, and our ability to comply with, legal, regulatory or similar requirements, including franchising laws, payment card industry rules, overtime rules, minimum wage rates, wage and hour laws, government-mandated health care benefits, tax legislation, federal ethanol policy and accounting standards;standards, policies and practices (including the changes to lease accounting standards that are effective for fiscal year 2019);

the costs, uncertainties and other effects of legal, environmental and administrative proceedings;

the effects of charges for impairment of goodwill or for the impairment of other long-lived assets;

the effects of war or terrorist activities;

risks associated with failures, interruptions or security breaches of the Company’sour computer systems or technology, or the occurrence of cyber incidents or a deficiency in cybersecurity that impacts us or our franchisees, including the Company or its franchisees;

the difficultycybersecurity incident described in predicting the ultimate costs associated with the sale of company-owned restaurants to franchisees, employee termination costs, the timing of payments made and received, the results of negotiations with landlords, the impact of the sale of restaurants on ongoing operations, any tax impact from the sale of restaurants and the future impact to the Company’s earnings, restaurant operating margins, cash flow and depreciation;“Item 1A. Risk Factors” below;

the difficulty in predicting the ultimate costs that will be incurred in connection with the Company’sour plan to reduce its general and administrative expenses,expense, and the future impact on the Company’sour earnings;

risks associated with the Company’sour securitized financing facility and other debt agreements, including the ability to generate sufficient cash flow to meet increased debt service obligations, compliance with operational and financial covenants, and restrictions on the Company’sour ability to raise additional capital;

risks associated with the amount and timing of share repurchases under the $1.4 billion share repurchase programprograms approved by theour Board of Directors;

risks associated with the proposed settlement of the Financial Institutions case described herein, including the timing and amount of payments;

risks associated with our digital commerce strategy, platforms and technologies, including our ability to adapt to changes in industry trends and consumer preferences; and

other risks and uncertainties affecting us and our subsidiaries referred to in this Annual Report on Form 10-K (see especially “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”) and in our other current and periodic filings with the Securities and Exchange Commission.


All future written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. We assume no obligation to update any forward-looking statements after the date of this Annual Report on Form 10-K as a result of new information, future events

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or developments, except as required by Federalfederal securities laws. In addition, it is our policy generallywe do not to endorse any projections regarding future performance that may be made by third parties.

Item 1. Business.

Introduction

The Wendy’s Company (“The Wendy’s Company”) is the parent company of its 100% owned subsidiary holding company Wendy’s Restaurants, LLC (“Wendy’s Restaurants”). Wendy’s Restaurants is the parent company of Wendy’s International, LLC, formerly known as Wendy’s International, Inc. Wendy’s International, LLC is the indirect parent company of Quality Is Our Recipe, LLC (“Quality”), which is the owner and franchisor of the Wendy’s® restaurant system in the United States. As used in this report, unless the context requires otherwise, the term “Company” refers to The Wendy’s Company and its direct and indirect subsidiaries, and “Wendy’s” refers to Quality when the context relates to ownership of or franchising the Wendy’s® restaurant system and to Wendy’s International, LLC when the context refers to the Wendy’s® brand.

As of January 3, 2016,December 30, 2018, the Wendy’s restaurant system was comprised of 6,4796,711 restaurants, of which 632353 were owned and operated by the Company. References in this Annual Report on Form 10-K (the “Form 10-K”) to restaurants that we “own” or that are “company-owned”“Company-operated” include owned and leased restaurants. The Wendy’s Company’s corporate predecessor was incorporated in Ohio in 1929 and was reincorporated in Delaware in June 1994. Effective September 29, 2008, in conjunction with the merger with Wendy’s, The Wendy’sthe Company’s corporate name was changed from Triarc Companies, Inc. (“Triarc”) to Wendy’s/Arby’s Group, Inc. (“Wendy’s/Arby’s”). Effective July 5, 2011, in connection with the sale of Arby’s Restaurant Group, Inc. (“Arby’s”), Wendy’s/Arby’s Group, Inc. changed its name to The Wendy’s Company. The Company’s principal executive offices are located at One Dave Thomas Blvd., Dublin, Ohio 43017, and its telephone number is (614) 764-3100. We make our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to such reports, as well as our annual proxy statement, available, free of charge, on the Investor Relations portion of our website as soon as reasonably practicable after such reports are electronically filed with, or furnished to, the Securities and Exchange Commission. We also provide our Code of Business Conduct and Ethics, free of charge, on our website. Our website address is www.aboutwendys.com.www.wendys.com/who-we-are. Information contained on that website is not part of this Form 10-K.

Merger with Wendy’s

On September 29, 2008, Triarc and Wendy’s completed their merger (the “Wendy’s Merger”) in an all-stock transaction in which Wendy’s shareholders received 4.25 shares of Wendy’s/Arby’s Class A common stock for each Wendy’s common share owned.

In the Wendy’s Merger, approximately 377,000,000 shares of Wendy’s/Arby’s Class A common stock were issued to Wendy’s shareholders. In addition, effective on the date of the Wendy’s Merger, Wendy’s/Arby’s Class B common stock was converted into Class A common stock. In connection with the May 28, 2009 amendment and restatement of Wendy’s/Arby’s Certificate of Incorporation, Class A common stock was redesignated as “Common Stock.”

Sale of the Bakery

On May 31, 2015, Wendy’s completed the sale of 100% of its membership interest in The New Bakery Company, LLC and its subsidiaries (collectively, the “Bakery”), to East Balt US, LLC (the “Buyer”) for $78.5 million in cash (subject to customary purchase price adjustments).

Sale of Arby’s

On July 4, 2011, Wendy’s Restaurants completed the sale of 100% of the common stock of Arby’s to ARG IH Corporation (“ARG”), a wholly-owned subsidiary of ARG Holding Corporation (“ARG Parent”), for $130.0 million in cash (subject to customary purchase price adjustments) and 18.5% of the common stock of ARG Parent (through which Wendy’s Restaurants indirectly retained an 18.5% interest in Arby’s). Our 18.5% equity interest was diluted to 12.3% on February 5, 2018, when a subsidiary of ARG Parent acquired Buffalo Wild Wings, Inc. As a result, our diluted ownership interest included both the Arby’s® and Buffalo Wild Wings® brands under the newly formed combined company, Inspire Brands, Inc. (“Inspire Brands”). On August 16, 2018, the Company sold its remaining 12.3% ownership interest to Inspire Brands for $450.0 million. (Arby’s is a registered trademark of Arby’s IP Holder, LLC and Buffalo Wild Wings is a registered trademark of Buffalo Wild Wings, Inc.)

Fiscal Year

The Company uses a 52/Company’s fiscal reporting periods consist of 52 or 53 week fiscal year convention whereby its fiscal year ends each yearweeks ending on the Sunday that is closest to December 31 and are referred to herein as (1) “the year ended December 30, 2018” or “2018,” (2) “the year ended December 31, 2017” or “2017” and (3) “the year ended January 1, 2017” or “2016,” all of that year. Each fiscal year generally is comprisedwhich consisted of four 13-week fiscal quarters, although in the years with 53 weeks, including 2015, the fourth quarter represents a 14-week period.52 weeks.

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Business Segments

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 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. See Note 25 of the Financial Statements and Supplementary Data includedcontained in Item 8 herein for financial information attributable to our geographic areas.

The Wendy’s Restaurant System

Wendy’s is the world’s third largest quick-service restaurant company in the hamburger sandwich segment.

Wendy’s is primarily engaged in the business of operating, developing and franchising a system of distinctive quick-service restaurants serving high quality food. At January 3, 2016,December 30, 2018, there were 6,0766,178 Wendy’s restaurants in operation in North America. Of these restaurants, 632353 were operated by Wendy’sthe Company and 5,4445,825 were operated by a total of 390330 franchisees. In addition, at January 3, 2016,December 30, 2018, there were 403533 franchised Wendy’s restaurants in operation in 2730 countries and territories other than North America. See “Item 2. Properties” herein for a listing of the number of company-ownedCompany-operated and franchised locations in the United States and in foreign countries and United States territories.

The revenues from our restaurant business are derived from two principal sources: (1) sales at company-ownedCompany-operated restaurants and (2) franchise-related revenues, including royalties, national advertising funds contributions, rents and franchise fees received from Wendy’s franchised restaurants.

Company-operated restaurants comprised approximately 5% of the total Wendy’s is also a 50% partner in a Canadian restaurant real estate joint venture with a subsidiarysystem as of Restaurant Brands International Inc., a quick-service restaurant company that owns the Tim Hortons® brand. The joint venture owns Wendy’s/Tim Hortons combo units in Canada. As of January 3, 2016, there were 99 Wendy’s restaurants in operation that were owned by the joint venture. (Tim Hortons™ is a registered trademark of Tim Hortons USA Inc.)December 30, 2018.

Wendy’s Restaurants

Wendy’s opened its first restaurant in Columbus, Ohio in 1969. During 2015,2018, Wendy’s opened 21seven new company-ownedCompany-operated restaurants and closed 23five generally underperforming company-ownedCompany-operated restaurants. In addition, Wendy’s purchased 4 restaurants from franchisees and sold 327 restaurants to franchisees. During 2015,2018, Wendy’s franchisees opened 88152 new restaurants and closed 12277 generally underperforming restaurants. The restaurants sold to franchisees were sold as part of the system optimization initiative which is further described in “Acquisitions and Dispositions of Wendy’s Restaurants” below.

The following table sets forth the number of Wendy’s restaurants in operation at the beginning and end of each fiscal year from 20132016 to 2015:2018:
 2015 2014 2013
Restaurants open at beginning of period6,515
 6,557
 6,560
Restaurants opened during period109
 103
 102
Restaurants closed during period(145) (145) (105)
Restaurants open at end of period6,479
 6,515
 6,557

During the period from December 31, 2012, through January 3, 2016, 314 Wendy’s restaurants were opened and 395 generally underperforming Wendy’s restaurants were closed.
 2018 2017 2016
Restaurants open at beginning of period6,634
 6,537
 6,479
Restaurants opened during period159
 174
 149
Restaurants closed during period(82) (77) (91)
Restaurants open at end of period6,711
 6,634
 6,537

Operations

Each Wendy’s restaurant offers an extensive menu specializing in hamburger sandwiches and featuring filet of chicken breast sandwiches, which are prepared to order with the customer’s choice of condiments. Wendy’s menu also includes 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 time basis. Wendy’s also offers breakfast in some restaurants in the United States.

Free-standing Wendy’s restaurants generally include a pick-up window in addition to a dining room. The percentageApproximately two-thirds of sales at company-ownedCompany-operated Wendy’s restaurants occur through the pick-up window was 65.8%, 64.7% and 64.8% in 2015, 2014 and 2013, respectively.window.


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Wendy’s strives to maintain quality and uniformity throughout all restaurants by publishing detailed specifications for food products, preparation and service, continual in-service training of employees, restaurant operational audits and field visits from Wendy’s supervisors. In the case of franchisees, field visits are made by Wendy’s personnel who review operations, including quality, service and cleanliness and make recommendations to assist in compliance with Wendy’s specifications.

Wendy’s does not sell food or restaurant supplies to its franchisees. The Bakery, a 100% owned subsidiary of Wendy’s, formerly known as The New Bakery Co. of Ohio, Inc., was a producer of buns for some Wendy’s restaurants, and to a lesser extent for outside parties. In May 2015, Wendy’s completed the sale of the Bakery to East Balt US, LLC.

Raw Materials and Purchasing

As of January 3, 2016,December 30, 2018, four independent processors (six(five total production facilities) supplied all of Wendy’s hamburgerbeef in the United States. In addition, fivesix independent processors (seven(12 total production facilities) supplied all of Wendy’s chicken in the United States.

Wendy’s and its franchisees have not experienced any material shortages of food, equipment, fixtures or other products that are necessary to maintain restaurant operations. Wendy’s anticipates no such shortages of products and believes that alternate suppliers are available. Suppliers to the Wendy’s system must comply with United States Department of Agriculture (“USDA”) and United States Food and Drug Administration (“FDA”) regulations governing the manufacture, packaging, storage, distribution and sale of all food and packaging products.

Wendy’s has a purchasing co-op relationship agreement (the “Wendy’s Co-op”) with its franchisees which establishes Quality Supply Chain Co-op, Inc. (“QSCC”). QSCC manages, for the Wendy’s system in the United States and Canada, contracts for the purchase and distribution of food, proprietary paper, operating supplies and equipment under national agreements with pricing based upon total system volume. QSCC’s supply chain management facilitates the continuity of supply and provides consolidated purchasing efficiencies while monitoring and seeking to minimize possible obsolete inventory throughout the Wendy’s supply chain in the United States and Canada.

Wendy’s and its franchisees pay sourcing fees to third-party vendors on certain products sourced by QSCC. Such sourcing fees are remitted by these vendors to QSCC and are the primary means of funding QSCC’s operations. Should QSCC’s sourcing fees exceed its expected needs, QSCC’s board of directors may return some or all of the excess to its members in the form of a patronage dividend.

Quality Assurance

Wendy’s quality assurance program is designed to verify that the food products supplied to our restaurants are processed in a safe, sanitary environment and in compliance with our food safety and quality standards. Wendy’s quality assurance personnel conduct multiple on-site sanitation and production audits throughout the year at all of our core menu product processing facilities, which include beef, poultry,chicken, pork, buns, french fries, Frosty® dessert ingredients and produce. Animal welfare audits are also conducted every year at all beef, poultry,chicken and pork facilities to confirm compliance with our required animal welfare and handling policies and procedures. In addition to our facility audit program, weekly samples of beef, poultry,chicken and other core menu products from our distribution centers are randomly sampled and analyzed by a third-party laboratory to test conformance to our quality specifications. Each year, Wendy’s representatives conduct unannounced inspections of all companyCompany-operated and franchise restaurants to test conformance to our sanitation, food safety and operational requirements. Wendy’s has the right to terminate franchise agreements if franchisees fail to comply with quality standards.

Trademarks and Service Marks

Wendy’s or its subsidiaries have registered certain trademarks and service marks in the United States Patent and Trademark Office and in international jurisdictions, some of which include Wendy’s®, Old Fashioned Hamburgers® and Quality Is Our Recipe®. Wendy’s believes that these and other related marks are of material importance to its business. Domestic trademarks and service marks expire at various times from 20162019 to 2025,2028, while international trademarks and service marks have various durations of 10ten to 15 years. Wendy’s generally intends to renew trademarks and service marks that are scheduled to expire.

Wendy’s entered into an Assignment of Rights Agreement with the Company’s founder, R. David Thomas, and his wife dated as of November 5, 2000 (the “Assignment”). Wendy’s had used Mr. Thomas, who was Senior Chairman of the Board until his death on January 8, 2002, as a spokesperson and focal point for its products and services for many years. With the efforts and attributes of Mr. Thomas, Wendy’s has, through its extensive investment in the advertising and promotional use of Mr. Thomas’

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name, likeness, image, voice, caricature, endorsement rights and photographs (the “Thomas Persona”), made the Thomas Persona well known in the United States and throughout North America and a valuable asset for both Wendy’s and Mr. Thomas’ estate. Under the terms of the Assignment, Wendy’s acquired the entire right, title, interest and ownership in and to the Thomas Persona, including the sole and exclusive right to commercially use the Thomas Persona.

Seasonality

Wendy’s restaurant operations are moderately seasonal. Wendy’s average restaurant sales are normally higher during the summer months than during the winter months. Because theour business is moderately seasonal, results for any quarter are not necessarily indicative of the results that may be achieved for any other quarter or for the full fiscal year.


Competition

Each Wendy’s restaurant is in competition with other food service operations within the same geographical area. The quick-service restaurant segment is highly competitive and includes well-established competitors. Wendy’s competes with other restaurant companies and food outlets, primarily through the quality, variety, convenience, price and value perception of food products offered. The number and location of units, quality and speed of service, attractiveness of facilities, effectiveness of marketing and new product development by Wendy’s and its competitors are also important factors. The price charged for each menu item may vary from market to market (and within markets) depending on competitive pricing and the local cost structure. Wendy’s also competes within the food service industry and the quick-service restaurant sector not only for customers, but also for personnel, suitable real estate sites and qualified franchisees.

Wendy’s competitive position is differentiated by a focus on quality, its use of fresh, never frozen ground beefbeef* and fresh-cut vegetables in the United States and Canada and certain other countries, its unique and diverse menu, its promotional products, its choice of condiments and the atmosphere and decor of its restaurants. (*Fresh beef available in the contiguous U.S., Alaska and Canada.) Wendy’s continues to implement its Image Activation program, which includes innovative exterior and interior restaurant designs, with plans for significantly morea significant number of new and reimaged companyCompany-operated and franchiseefranchised restaurants in 20162019 and beyond. The Image Activation program also differentiates the Company from its competitors by its emphasis on selection and performance of restaurant employees that provide friendly and engaged customer service in ourWendy’s restaurants.

Many of the leading restaurant chains continue to focus on new unit development as one strategy to increase market share through increased consumer awareness and convenience. This results in increased competition for available development sites and higher development costs for those sites. Competitors also employ marketing strategies such as frequent use of price discounting, frequent promotions and heavy advertising expenditures. Continued price discounting, including the use of coupons and offers, in the quick-service restaurant industry and the emphasis on value menus has had and could continue to have an adverse impact on Wendy’s. In addition, we believe that the growth of fast casual chains and other in-line competitors causes some fast food customers to “trade up” to a more traditional dining out experience while keeping the benefits of quick-service dining.Wendy’s business.

Other restaurant chains have also competed by offering high quality sandwiches made with fresh ingredients and artisan breads, and there are several emerging restaurant chains featuring high quality food served at in-line locations. Several chains have also sought to compete by targeting certain consumer groups, such as capitalizing on trends toward certain types of diets or diet preferences (e.g., low carbohydrate, low trans fat, gluten free or antibiotic free) by offering menu items that are promoted as being consistent with such diets.

Additional competitive pressures for prepared food purchases come from operators outside the restaurant industry. A number of major grocery chains offer fresh deli sandwiches and fully prepared food and meals to go as part of their deli sections. Some of these chains also have in-store cafes with service counters and tables where consumers can order and consume a full menu of items prepared especially for that portion of the operation. Additionally, convenience stores and retail outlets at gas stations frequently offer sandwiches and other foods.

Wendy’s also competes with grocery chains and other retail outlets which sell food that will be prepared at home. Competition with these chains and other outlets has increased as the gap between the price of food at home compared to the price of food purchased at restaurants has widened.

Technology isand delivery are becoming an increasingly critical partparts of the restaurant consumer experience. Restaurant technology includes mobile interactive technology for brand menu search information, mobile ordering, mobile payment, mobile offers and rewards programs and other self-service technologies. Wendy’s has established a delivery arrangement using a third-party vendor in several United States markets, and certain of our franchisees have established delivery arrangements using a third-party vendor in several Canadian markets. As of December 30, 2018, delivery was available at more than 60% of Wendy’s North America system restaurants. Other restaurant chains have also introduced or expanded their restaurant technology initiatives and delivery arrangements as another strategy to increase market share.

Acquisitions and Dispositions of Wendy’s Restaurants

In July 2013,During 2016, the Company announced a system optimization initiative, as partcompleted the sale of its brand transformation, which includes a shift from company-owned restaurants to franchised restaurants over time, through acquisitions and dispositions, as well as helping

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to facilitate franchisee-to-franchisee restaurant transfers. In February 2015, the Company announced plans to sell approximately 540 additional310 Company-operated restaurants to franchisees, andwhich resulted in the completion of the Company’s plan to reduce its ongoing company-ownedCompany-operated restaurant ownership percentage to approximately 5% of the total system by the end of 2016.system. During 2015, 2014 and 2013,2017, the Company completedacquired 140 Wendy’s restaurants from DavCo Restaurants, LLC (“DavCo”), which were immediately sold to NPC International, Inc. (“NPC”), an existing franchisee of the sale of 327, 255 and 244 company-ownedCompany. During 2018, the Company sold three Company-operated restaurants to franchisees respectively, which included the sale of all of its company-ownedand acquired 16 Wendy’s restaurants in Canada.from franchisees. In addition, during 20152018, 2017 and 2016, the Company helped facilitate the transferfacilitated franchisee-to-franchisee transfers of 7196, 400 and 144 restaurants, between franchisees. The Company expects to complete its plan to reduce its company-owned restaurant ownership to approximately 5% with the sale of approximately 315 restaurants during 2016, of which 99 restaurants were classified as held for sale as of January 3, 2016.respectively.

Wendy’s intendsexpects to evaluatecontinue to optimize its system by facilitating franchisee-to-franchisee transfers of restaurants, as well as evaluating strategic acquisitions of franchised restaurants and strategic dispositions of company-ownedCompany-operated restaurants to existing and new franchisees, to further strengthen the franchisee base, drive new restaurant development and accelerate Image Activation adoption. Wendy’s generally retains a right of first refusal in connection with any proposed sale of a franchisee’s interest.

North America Franchised Restaurants

As of January 3, 2016,December 30, 2018, Wendy’s franchisees operated 5,4445,825 Wendy’s restaurants in 50 states, the District of Columbia and Canada.

The rights and obligations governing the majority of franchised restaurants operating in the United States are set forth in the Wendy’s Unit Franchise Agreement (non-traditional locations may operate under an amended agreement). This document provides the franchisee the right to construct, own and operate a Wendy’s restaurant upon a site accepted by Wendy’s and to use the Wendy’s system in connection with the operation of the restaurant at that site. The Unit Franchise Agreement provides for a 20-year term and a 10-year renewal subject to certain conditions. The initial term may be extended up to 25 years and the renewal extended up to 20 years for qualifying restaurants under the new restaurant development incentive and remodel programs described below. Wendy’s has in the past franchised under different agreements on a multi-unit basis; however, Wendy’s now grants new Wendy’s franchises on a unit-by-unit basis.

The Wendy’s Unit Franchise Agreement requires that the franchisee pay a monthly royalty of 4% of monthly sales, as defined in the agreement, from the operation of the restaurant or $1,000, whichever is greater.restaurant. The agreement also typically requires that the franchisee pay Wendy’s an initial technical assistance fee. In the United States, the standard technical assistance fee required under a newly executed Unit Franchise Agreement is currently $40,000$50,000 for each restaurant.new restaurant opened.

The technical assistance fee is used to defray some of the costs to Wendy’s for training, start-up and transitional services related to new and existing franchisees acquiring company-ownedCompany-operated restaurants and in the development and opening of new restaurants. In certain limited instances (such as the regrantingre-granting of franchise rights for a previously closed restaurant, a reduced franchise agreement term or other unique circumstances), Wendy’s may charge a reduced technical assistance fee or may waive the technical assistance fee. Wendy’s does not select or employ personnel on behalf of franchisees.

Wendy’s also enters into development and/or relationship agreements with certain franchisees. The development agreement provides the franchisee with the right to develop a specified number of new Wendy’s restaurants using the Image Activation design within a stated, non-exclusive territory for a specified period, subject to the franchisee meeting interim new restaurant development requirements. The relationship agreement addresses other aspects of the franchisor-franchisee relationship, such as restrictions on operating competing restaurants, participation in brand initiatives such as the Image Activation program, employment of approved operators, confidentiality and restrictions on engaging in sale/leaseback or debt refinancing transactions without Wendy’s prior consent.

Wendy’s Restaurants of Canada Inc. (“WROC”), a 100% owned subsidiary of Wendy’s, holds master franchise rights for Canada. The rights and obligations governing the majority of franchised restaurants operating in Canada are set forth in a Single Unit Sub-Franchise Agreement. This document provides the franchisee the right to construct, own and operate a Wendy’s restaurant upon a site accepted by WROC and to use the Wendy’s system in connection with the operation of the restaurant at that site. The Single Unit Sub-Franchise Agreement provides for a 20-year term and a 10-year renewal subject to certain conditions. The sub-franchisee pays to WROC a monthly royalty of 4% of sales, as defined in the agreement, from the operation of the restaurant or C$1,000, whichever is greater.restaurant. The agreement also typically requires that the franchisee pay WROC an initial technical assistance fee. The standard technical assistance fee is currently C$40,00050,000 for each restaurant.new restaurant opened.

In order to promote Image Activation new restaurant development, Wendy’s has an incentive program for franchisees that provides for reductions in royalty and national advertising payments for up to the first threetwo years of operation for qualifying new restaurants opened by December 31, 2016.2020, with the value of the incentives declining in the later years of the program. In August 2018, Wendy’s also hasannounced a new restaurant development incentive programsprogram that provides for franchisees that commence Image Activation restaurant remodels during 2016 and 2017. The remodel incentive programs provideincremental reductions in royalty and national advertising payments for one year orup to the first two years afterof operation for qualifying new restaurants for existing franchisees that sign up for the program and commit to incremental development of new Wendy’s restaurants under a new development agreement by July 1, 2019. Wendy’s also provides franchisees with the option of an early 20-year renewal of their franchise agreement upon completion of construction depending upon the type of remodel. In 2015, Wendy’s added an additional incentive to the 2016 remodel program

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described above to include waiving the franchise agreement renewal fee forreimaging utilizing certain types of remodels. In addition, Wendy’s also had incentive programs that included reductions in royalty payments in 2015 and 2014 as well as cash incentives for franchisees’ participation in Wendy’sapproved Image Activation program throughout 2014 and 2013.remodel designs.

In addition to the Image Activation incentive programs described above, Wendy’s executed an agreement 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 the Image Activation program.

See “Management Discussion and Analysis - Liquidity and Capital Resources - Guarantees and Other Contingencies” in Item 7 herein, for further information regarding guarantee obligations.

Franchised restaurants are required to be operated under uniform operating standards and specifications relating to the selection, quality and preparation of menu items, signage, decor, equipment, uniforms, suppliers, maintenance and cleanliness of premises and customer service. Wendy’s monitors franchisee operations and inspects restaurants periodically to ensure that required practices and procedures are being followed.

See Note 7 and Note 21 of the Financial Statements and Supplementary Data includedcontained in Item 8 herein, and the information under “Management’s“Item 7. Management’s Discussion and Analysis” in Item 7Analysis of Financial Condition and Results of Operations” herein, for further information regarding guarantee obligations, reserves, commitments and contingencies involving franchisees.

Advertising and Marketing

In the United States and Canada, Wendy’s advertises nationally through national advertising funds on network and cable television programs, including nationally televised events. Locally in the United States and Canada, Wendy’s primarily advertises through regional network and cable television, radio and newspapers.social media. Wendy’s participates inmaintains two national advertising funds established to collect and administer funds contributed for use in advertising through television, radio, newspapers, the Internet and a variety of promotional campaigns, including the increasing use of social media. Separate national advertising funds are administered for Wendy’s United States and Canadian restaurant locations. Contributions to the national advertising funds are required to be made fromby both company-ownedCompany-operated and franchised restaurants and are based on a percentpercentage of restaurant retail sales. In addition to the contributions to the national advertising funds, Wendy’s requires additional contributions to be made for both company-ownedCompany-operated and franchised restaurants based on a percentpercentage of restaurant retail sales for the purpose of local and regional advertising programs. Required franchisee contributions to the national advertising funds and for local and regional advertising programs are governed by the Wendy’s Unit Franchise Agreement in the United States and by the Single Unit Sub-Franchise Agreement in Canada. Required contributions by company-ownedCompany-operated restaurants for advertising and promotional programs are at the same percent of retail sales as franchised restaurants within the Wendy’s system. As of January 3, 2016,December 30, 2018, the contribution rate for United States restaurants was generally 3.5% of retail sales for national advertising and 0.5% of retail sales for local and regional advertising. The contribution rate for Canadian restaurants is generally 3% of retail sales for national advertising and 1% of retail sales for local and regional advertising, with the exception of Quebec, for which there is no national advertising contribution rate and the local and regional advertising contribution rate is 4.0%4% of retail sales. See Note 24 of the Financial Statements and Supplementary Data includedcontained in Item 8 herein for further information regarding advertising.

International Operations and Franchising

As of January 3, 2016,December 30, 2018, Wendy’s had 403533 franchised restaurants in 2730 countries and territories other than the United States and Canada. Wendy’s intends to grow its international business aggressively, yet responsibly. Since the beginning of 2009, development agreements have been executed for Wendy’s locations to be opened in the following countries and territories: Argentina, Azerbaijan, Chile, Dominican Republic, the Eastern Caribbean, Ecuador, Georgia, Guatemala, India, Indonesia, Middle East, North Africa and Philippines. These development agreements include rights for 22 countries in which no Wendy’s restaurants were open as of January 3, 2016. In addition to new market expansion, further development within existing markets will continue to be an important component of Wendy’s international strategy over the coming years.strategy. In 2018, Wendy’s grew its international business by 29 net new restaurants. Wendy’s has granted development rights in certain countries and territories listed under Item 2 of this Form 10-K.“Item 2. Properties” herein.

Franchisees who wish to operate Wendy’s restaurants outside of the United States and Canada enter into agreements with Wendy’s that generally provide franchise rights for each restaurant for an initial term of 10 years or 20 years, depending on the country, and typically include a 10-year renewal provision, subject to certain conditions. The agreements grant a license to the franchisee to use the Wendy’s trademarks and know-how in the operation of a Wendy’s restaurant at a specified location. Generally, the franchisee pays Wendy’s an initial technical assistance fee or other per restaurant fee and monthly fees based on a percentage of gross monthly

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sales of each restaurant. In certain foreign markets, Wendy’s may grant the franchisee exclusivity to develop a territory in exchange for the franchisee undertaking to develop a specified number of new Wendy’s restaurants in the territory based on a negotiated schedule. In these instances, the franchisee generally pays Wendy’s an upfront development fee, annual development fees or a per restaurant development fee. In certain circumstances, Wendy’s may grant a franchisee the right to sub-franchise in a stated territory, subject to certain conditions.

Wendy’s also continually evaluates non-franchise opportunities for development of Wendy’s restaurants in other international markets, including through joint ventures with third parties and opening company-ownedCompany-operated restaurants.

General

Governmental Regulations

Various state laws and the Federal Trade Commission regulate Wendy’s franchising activities. The Federal Trade Commission requires that franchisors make extensive disclosure to prospective franchisees before the execution of a franchise agreement. Several states require registration and disclosure in connection with franchise offers and sales and have “franchise relationship laws” that limit the ability of franchisors to terminate franchise agreements or to withhold consent to the renewal or transfer of these agreements. In addition, Wendy’s and its franchisees must comply with the federal Fair Labor Standards Act and similar state and local laws, the Americans with Disabilities Act (the “ADA”), which requires that all public accommodations and commercial facilities meet federal requirements related to access and use by disabled persons, and various state and local laws governing matters that include, for example, the handling, preparation and sale of food and beverages, the provision of nutritional information on menu boards, minimum wages, overtime and other working and safety conditions. Compliance with the ADA requirements could require removal of access barriers and non-compliance could result in imposition of fines by the United States government or an award of damages to private litigants. We do not believe that costs relating to compliance with the ADA will have a material adverse effect on the Company’s consolidated financial position or results of operations. We cannot predict the effect on our operations, particularly on our relationship with franchisees, of any pending or future legislation.

Changes in government-mandated health care benefits under the Patient Protection and Affordable Care Act (“PPACA”) are anticipated to continue to increase our costs and the costs of our franchisees. Our compliance with the PPACA resulted in significant modifications to our benefits policies and practices. Because we experienced modest enrollment and participation in our health plans by newly full-time employees in 2015, the cost increases did not result in modifications to our business practices. However, future cost increases could be material and any future compliance-related modifications to our benefits policies and practices,legislation or to our business practices, could be disruptive to our operations and impact our ability to attract and retain personnel.regulations.

Legal and Environmental Matters

The Company’s past and present operations are governed by federal, state and local environmental laws and regulations concerning the discharge, storage, handling and disposal of hazardous or toxic substances. These laws and regulations provide for significant fines, penalties and liabilities, sometimes without regard to whether the owner or operator of the property knew of, or was responsible for, the release or presence of the hazardous or toxic substances. In addition, third parties may make claims against owners or operators of properties for personal injuries and property damage associated with releases of hazardous or toxic substances. We cannot predict what environmental legislation or regulations will be enacted in the future or how existing or future laws or regulations will be administered or interpreted. We similarly cannot predict the amount of future expenditures that may be required to comply with any environmental laws or regulations or to satisfy any claims relating to environmental laws or regulations. We believe that our operations comply substantially with all applicable environmental laws and regulations. Accordingly, the environmental matters in which we are involved generally relate either to properties that our subsidiaries own, but on which they no longer have any operations, or properties that we or our subsidiaries have sold to third parties, but for which we or our subsidiaries remain liable or contingently liable for any related environmental costs. Our company-owned Wendy’sCompany-operated restaurants have not been the subject of any material environmental matters. Based on currently available information, including defenses available to us and/or our subsidiaries, and our current reserve levels, we do not believe that the ultimate outcome of the environmental matters in which we are involved will have a material adverse effect on our consolidated financial position or results of operations.

The Company is 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. We believe we have adequate accruals for continuing operations for all of our legal and environmental matters.matters, including the accrual that we recorded for the legal proceedings related to a cybersecurity incident as described in Note 23 of the Financial Statements and Supplementary Data contained in Item 8 herein. See Note 11 of the Financial Statements and supplementary Data contained in Item 8 herein for further information on the accrual. We cannot estimate the aggregate possible range of loss duefor various reasons, including, but not limited to, mostmany proceedings being in preliminary stages, with various motions either yet to be submitted or pending, discovery yet to occur andand/or significant factual matters unresolved. In addition, most cases seek an indeterminate amount of damages and many involve multiple

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parties. Predicting the outcomes of settlement discussions or judicial or arbitral decisions is thus inherently difficult. Based on our currently available information, including legal defenses availabledifficult and future developments could cause these actions or claims, individually or in aggregate, 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 adverse effect on our consolidatedthe Company’s financial position orcondition, results of operations.operations or cash flows for a particular reporting period.

Employees

As of January 3, 2016,December 30, 2018, the Company had approximately 21,20012,500 employees, including approximately 1,5001,150 salaried employees and approximately 19,70011,350 hourly employees. We believe that our employee relations are satisfactory.


Item 1A. Risk Factors.

We wish to caution readers that in addition to the important factors described elsewhere in this Form 10-K, we have included below the most significant factors that have affected, or in the future could affect, our actual results and could cause our actual consolidated results during fiscal 20162019, and beyond, to differ materially from those expressed in any forward-looking statements made by us or on our behalf.

Our success depends in part upon the continued succession and retention of certain key personnel.

The Company announced on October 5, 2015 that President and Chief Executive Officer Emil Brolick planned to retire from management duties with the Company in May 2016. The Company also announced that Mr. Brolick was expected to be succeeded by current Executive Vice President, Chief Financial Officer and International Todd Penegor. On January 4, 2016, Mr. Penegor assumed the position of President of the Company.

Mr. Brolick is expected to continue as Chief Executive Officer until the transition of Mr. Penegor’s duties as Chief Financial Officer has occurred, which is expected by May 2016. Mr. Brolick is also expected to continue to serve on the Board of Directors upon his retirement to ensure continuity of leadership and strategic focus for the Company.

The Company is currently conducting an external search for a Chief Financial Officer to succeed Mr. Penegor.

As President, Mr. Penegor will maintain his current responsibilities for finance, restaurant development, information technology and international, and will assume responsibility for operations, which will continue to be led by Executive Vice President and Chief Operations Officer Robert D. Wright.

We believe that over time our success has been dependent to a significant extent upon the efforts and abilities of our senior management team. The failure by us to retain members of our senior management team in the future could adversely affect our ability to build on the efforts we have undertaken to increase the efficiency and profitability of our business.

During 2018, the Company and Chief Information Officer David G. Trimm completed an effective succession process in connection with Mr. Trimm’s retirement from the Company. Mr. Trimm transitioned his restaurant technology responsibilities to Robert D. Wright, Executive Vice President and Chief Operations Officer, his enterprise technology responsibilities to Gunther Plosch, Chief Financial Officer, and his digital technology responsibilities to Laura Titas, Chief Digital Experience Officer. Ms. Titas joined the Company in December 2018 and serves on the Company’s senior leadership team, reporting to Kurt A. Kane, Executive Vice President and Chief Concept and Marketing Officer.

Competition from other restaurant companies, as well as grocery chains and other retail food outlets, or poor customer experience at Wendy’s restaurants, could hurt our brand.

The market segments in which company-ownedCompany-operated and franchised Wendy’s restaurants compete are highly competitive with respect to, among other things, price, food quality and presentation, service, location, convenience, and the nature and condition of the restaurant facility. If customers have a poor experience at a Wendy’s restaurant, whether at a company-ownedCompany-operated or franchised restaurant, we may experience a decrease in guest traffic. Further, Wendy’s restaurants compete with a variety of locally-owned restaurants, as well as competitive regional and national chains and franchises. Several of these chains compete by offering menu items that are targeted at certain consumer groups or dietary trends. Additionally, many of our competitors have introduced lower cost, value meal menu options.options, and have employed marketing strategies that include frequent use of price discounting (including through the use of coupons and other offers), frequent promotions and heavy advertising expenditures. Our revenues and those of our franchisees may be hurt by this product and price competition.

Moreover, new companies, including operators outside the quick-service restaurant industry, may enter our market areas and target our customer base. For example, additional competitive pressures for prepared food purchases have come from deli sections and in-store cafes of a number of major grocery store chains, as well as from convenience stores and casual dining outlets. Such competitors may have, among other things, lower operating costs, better locations, better facilities, better management, better products, more effective marketing and more efficient operations. Many of our competitors have substantially greater financial, marketing, personnel and other resources than we do, which may allow them to react to changes in pricing and marketing strategies in the quick-service restaurant industry better than we can. Many of our competitors spend significantly more on advertising and marketing than we do, which may give them a competitive advantage through higher levels of brand awareness among consumers.

Wendy’s also competes with grocery chains and other retail outlets which sell food that will be prepared at home. Competition with these chains and other outlets has increased as the gap between the price of food at home compared to the price of food purchased at restaurants has widened. This increased product and price competition could put deflationary pressure on the selling price of products offered at Wendy’s restaurants.

All such competition may adversely affect our revenues and profits by reducing revenues of company-ownedCompany-operated restaurants and royalty revenue from franchised restaurants.

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Changes in consumer tastes and preferences, and in discretionary consumer spending, could result in a decline in sales at company-ownedCompany-operated restaurants and in the royalties that we receive from franchisees.

The quick-service restaurant industry is often affected by changes in consumer tastes, national, regional and local economic conditions, discretionary spending priorities, demographic trends, traffic patterns and the type, number and location of competing restaurants. Our success depends to a significant extent on discretionary consumer spending, which is influenced by general economic conditions and the availability of discretionary income. Accordingly, we may experience declines in sales during economic downturns. Any material decline in the amount of discretionary spending or a decline in consumer food-away-from-homefood-away-from-

home spending could hurt our revenues, results of operations, business and financial condition.

If company-ownedCompany-operated and franchised restaurants are unable to adapt to changes in consumer preferences and trends, company-ownedCompany-operated and franchised restaurants may lose customers and the resulting revenues from company-ownedCompany-operated restaurants and the royalties that we receive from franchisees may decline.

Disruptions in the national and global economies may adversely impact our revenues, results of operations, business and financial condition.

Disruptions in the national and global economies could result in higher unemployment rates and declines in consumer confidence and spending. If such disruptions occur, they may result in significant declines in consumer food-away-from-home spending and customer traffic in our restaurants and those of our franchisees. There can be no assurance that government responses to theeconomic disruptions will restore consumer confidence. Ongoing disruptions in the national and global economies may adversely impact our revenues, results of operations, business and financial condition.

Changes in commodity costs (including beef, chicken, pork, cheese and corn)grains), supplies, fuel, utilities, distribution and other operating costs could harmadversely affect our results of operations.

Our profitability depends in part on our ability to anticipate and react to changes in commodity costs (including beef, chicken, pork, cheese and corn)grains), supplies, fuel, utilities, distribution and other operating costs. Commodity cost pressures, and any increase in these costs, especially beef or chicken prices, could adversely affect future operating results. In addition, our business is susceptible to increases in these costs as a result of other factors beyond itsour control, such as weather conditions, global demand, food safety concerns, product recalls and government regulations. Further, prices for feed ingredients used to produce beef, chicken and chickenpork could be adversely affected by changes in global weather patterns, which are inherently unpredictable, and by federal ethanol policy. Increases in gasoline prices could result in the imposition of fuel surcharges by our distributors, which would increase our costs. Significant increases in expenses incurred by consumers, such as living expenses or gasoline prices, could also result in a decrease in customer traffic at our restaurants, which could adversely affect our business. We cannot predict whether we will be able to anticipate and react to changing food costs by adjusting our purchasing practices and menu prices, and a failure to do so could adversely affect our operating results. In addition, we may not seek to or be able to pass along price increases to our customers.

Shortages or interruptions in the supply or deliverydistribution of perishable food products could damage the Wendy’s brand reputation and adversely affect our sales and operating results.

Wendy’s and its franchisees are dependent on frequent deliveries of perishable food products that meet brand specifications. Shortages or interruptions in the supply of perishable food products caused by unanticipated demand, problems in production or distribution, disease or food-borne illnesses, inclement weather or other conditions could adversely affect the availability, quality and cost of ingredients, which could lower our revenues, increase operating costs, damage brand reputation and otherwise harm our business and the businesses of our franchisees.

As of December 30, 2018, four independent processors (five total production facilities) supplied all of Wendy’s beef in the United States and six independent processors (12 total production facilities) supplied all of Wendy’s chicken in the United States. In addition, Wendy’s had one main in-line distributor of food, packaging and beverage products, excluding produce and breads, that serviced approximately 41% of its Company-operated and franchised restaurants and six additional in-line distributors that, in the aggregate, serviced approximately 55% of its Company-operated and franchised restaurants.

Wendy’s and its franchisees have not experienced any material shortages of food, equipment, fixtures or other products that are necessary to maintain restaurant operations. Wendy’s anticipates no such shortages of products and believes that alternate suppliers and distribution sources are available. However, if a disruption of service from any of our key suppliers or distributors was to occur, we could experience short-term increases in our costs while supply and distribution channels were adjusted, and there can be no assurance that we will be able to identify or negotiate with such suppliers or distributors on terms that are commercially reasonable to us.


Food safety events, including instances of food-borne illness (such as salmonella or E. Coli)coli) involving Wendy’s, or its supply chain or other food service companies, could create negative publicity and adversely affect sales and operating results.

Food safety is a top priority, and we dedicate substantial resources to ensure that our customers enjoy safe, quality food products. However, food safety events, including instances of food-borne illness (such as salmonella or E. Coli)coli), have occurred in the food industry in the past, and could occur in the future.

Food safety events could adversely affect the price and availability of beef, poultrychicken or other meats.food products. As a result, Wendy’s restaurants could experience a significant increase in food costs if there are food safety events, whether or not such events involve Wendy’s restaurants or restaurants of competitors.


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In addition, food safety events, whether or not involving Wendy’s, could result in negative publicity for Wendy’s or for the industry or market segments in which we operate. Increased use of social media could create and/or amplify the effects of negative publicity. This negative publicity, as well as any other negative publicity concerning types of food products Wendy’s serves, may reduce demand for Wendy’s food and could result in a decrease in guest traffic to our restaurants as consumers shift their preferences to our competitors or to other products or food types. A decrease in guest traffic to our restaurants as a result of these health concerns or negative publicity could result in a decline in sales and operating results at company-ownedCompany-operated restaurants or in royalties from sales at franchised restaurants.

Consumer concerns regarding the nutritional aspects of beef, poultry,chicken, french fries or other products we sell, concerns regarding the ingredients in our products and/or the cooking processes used in our restaurants, or concerns regarding the effects of disease outbreaks, epidemics or pandemics could affect demand for our products.

Consumer concerns regarding the nutritional aspects of beef, poultry,chicken, french fries or other products we sell, concerns regarding the ingredients in our products and/or the cooking processes used in our restaurants, or concerns regarding the effects of disease outbreaks, epidemics or pandemics could result in less demand for our products and a decline in sales at company-ownedCompany-operated restaurants and in royalties from sales at franchised restaurants.

Increased use of social media could create and/or amplify the effects of negative publicity and adversely affect sales and operating results.

Events reported in the media, including social media, whether or not accurate or involving Wendy’s, could create and/or amplify negative publicity for Wendy’s or for the industry or market segments in which we operate. ThisThese and other types of social media risks could reduce demand for Wendy’s food and could result in a decrease in guest traffic to our restaurants as consumers shift their preferences to our competitors or to other products or food types. A decrease in guest traffic to our restaurants as a result of negative publicity fromcreated or amplified by social media could result in a decline in sales and operating results at company-ownedCompany-operated restaurants or in royalties from sales at franchised restaurants. Social media risks could also arise from Company or franchise employees not following defined policies for the use of social media during business operations, or actions taken by Company or franchise employees during personal activities outside of their employment, but which could still reflect negatively on the Wendy’s brand.

Growth of our restaurant business is dependent to a large extent on new restaurant openings, which may be affected by factors beyond our control.

Our restaurant business derives earnings from sales at company-ownedCompany-operated restaurants, franchise royalties received from franchised restaurants and franchise fees from franchise restaurant operators for each new unit opened. Growth in our restaurant revenues and earnings is dependent to a large extent on new restaurant openings. Numerous factors beyond our control may affect restaurant openings. These factors include but are not limited to:

our ability to attract new franchisees;
the availability of site locations for new restaurants;
the ability of potential restaurant owners to obtain financing;
the ability of restaurant owners to hire, train and retain qualified operating personnel;
construction and development costs of new restaurants, particularly in highly-competitive markets;
the ability of restaurant owners to secure required governmental approvals and permits in a timely manner, or at all; and
adverse weather conditions.


Wendy’s franchisees could take actions that could harm our business.

As of December 30, 2018, approximately 95% of restaurants in the Wendy’s system were operated by franchisees. Wendy’s franchisees are contractually obligated to operate their restaurants in accordance with the standards set forth in our franchise and other agreements with them. Wendy’s also provides training and support to franchisees. However, franchisees are independent third parties that we do not control, and the franchisees own, operate and oversee the daily operations of their restaurants. Specifically, franchisees are solely responsible for developing and utilizing their own policies procedures and documents,procedures, making their own hiring, firing and disciplinary decisions, scheduling hours and establishing wages, and managing their day-to-day employment processes and procedures, all of which is done independent of Wendy’s and in compliance with all applicable laws, rules or regulations. Further, franchisees have discretion as to the prices charged to customers. As a result, the ultimate success and quality of any franchise restaurant rests with the franchisee. If franchisees do not successfully operate their restaurants in a manner consistent with required standards, then royalty payments to us could be adversely affected and the brand’s image and reputation could be harmed, both of which in turn could hurt our business and operating results. In addition, the failure of franchisees to adequately engage in succession planning may affect their restaurant operations and development of new Wendy’s restaurants, which in turn could hurt our business and operating results.

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Our success depends on franchisees’ participation in brand strategies.strategies and the ability of our system to respond and adapt to market changes.

Wendy’s franchisees are an integral part of our business. Wendy’s may be unable to successfully implement the strategies that it believeswe believe are necessary for furtherfuture growth if franchisees do not participate in that implementation.the implementation of those strategies. Our business and operating results could be adversely affected if a significant number of franchisees do not participate in brand strategies.strategies, such as new restaurant development, Image Activation and digital commerce platforms and technologies. In addition, Wendy’s current franchise model, and the way our brand strategies are executed across the Wendy’s system, may make it difficult for the Wendy’s brand to respond and adapt to the speed of change in technology, consumer preferences, the regulatory environment or other external factors as quickly as may be required to maintain and grow market share and remain competitive.

Our Image Activation program may not positively affect sales at company-ownedCompany-operated restaurants and participating franchised restaurants or improve our results of operations.operations, and franchisees may not participate in the Image Activation program to the extent expected by the Company.

Throughout 2016, theThe Company expects Wendy’s and its franchisees to reimage approximately 430 existing company-owned and franchisedreimaged 401 North America system restaurants and open approximately 110built 159 global restaurants in 2018. As of December 30, 2018, the global Wendy’s system had 50% of restaurants on the new company-owned and franchised restaurants under its Image Activation program, withimage. The Company has plans for significantly more new and reimaged Company and franchisee restaurants in 20172019 and beyond.

In order to promote Image Activation new restaurant development, Wendy’s has an incentive program for franchisees that provides for reductions in royalty and national advertising payments for up to the first threetwo years of operation for qualifying new restaurants opened by December 31, 2016.2020, with the value of the incentives declining in the later years of the program. In August 2018, Wendy’s also hasannounced a new restaurant development incentive programsprogram that provides for franchisees that commence Image Activation restaurant remodels during 2016 and 2017. The remodel incentive programs provideincremental reductions in royalty and national advertising payments for one year orup to the first two years afterof operation for qualifying new restaurants for existing franchisees that sign up for the program and commit to incremental development of new Wendy’s restaurants under a new development agreement by July 1, 2019. Wendy’s also provides franchisees with the option of an early 20-year renewal of their franchise agreement upon completion of construction depending upon the type of remodel. In 2015, Wendy’s added an additional incentive to the 2016 remodel program described above to include waiving the franchise agreement renewal fee forreimaging utilizing certain types of remodels. In addition, Wendy’s had incentive programs that included reductions in royalty payments in 2015 and 2014 as well as cash incentives for franchisees’ participation in Wendy’sapproved Image Activation program throughout 2014 and 2013. These incentives will result in a reduction of royalties or other revenues received from franchisees during the periods covered.

In addition to the Image Activation incentive programs described above, Wendy’s executed an agreement 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 is providing loans to franchisees to be used for the reimaging of restaurants according to the guidelines and specifications under the Image Activation program. To support the program, Wendy’s has provided to the lender a $6.0 million irrevocable stand-by letter of credit.remodel designs.

The Company’s Image Activation program may not positively affect sales at company-ownedCompany-operated restaurants or improve our results of operations. There can be no assurance that sales at participating franchised restaurants will achieve or maintain projected levels or that after giving effect to the incentives provided to franchisees the Company’s results of operations will improve. There can also be no assurance that franchisees will participate in the Image Activation program to the extent expected by the Company.

Further, it is possible that Wendy’s may provide other financial incentives to franchisees to participate in the Image Activation program. These incentives could also result in additional expense and/or a reduction ofin royalties or other revenues received from franchisees in the future. If Wendy’s provides additional incentives to franchisees related to financing of the Image Activation program, Wendy’s may incur costs related to loan guarantees, interest rate subsidies and/or costs related to collectability of loans.

In addition, mostapproximately 95% of the Wendy’s system consists of franchised restaurants. Many of our franchisees will need to borrow funds in order to participate in the Image Activation program. Other than the incentive programs described above, Wendy’s generally does not provide franchisees with financing, but it continuesalthough we continue to develop third-party financing sources for franchisees. If our franchisees are unable to obtain financing at commercially reasonable rates, or not at all, they may be unwilling or

unable to invest in the reimaging of their existing restaurants and/or the development of new restaurants, and our future growth and results of operations could be adversely affected.

Our financial results are affectedimpacted to a large extent by the operating results of franchisees.

As of January 3, 2016,December 30, 2018, approximately 90%95% of the Wendy’s system were franchiseconsisted of franchised restaurants. We receive revenuerevenues in the form of royalties and national advertising funds contributions (both of which are generally based on a percentage of sales at franchised restaurants,restaurants), as well as rent and fees from franchisees. Accordingly, a substantial portion of our financial results is to a large extent dependent upon the operational and financial success of our franchisees. If sales trends or economic conditions worsen for franchisees, their financial results may worsen and our royalty, national advertising funds, rent and other fee revenues may decline. In addition, our accounts receivable and related allowance for doubtful accounts may increase. When company-ownedCompany-operated restaurants with leased real estate are sold to franchisees, one of our subsidiaries is often required to remain responsible for lease payments for these restaurants to the extent that the purchasing franchisees default on their leases. During periods of declining sales and profitability of franchisees, the incidence of franchisee defaults for these lease payments increasesmay increase and we are thenmay be required to make those payments and seek recourse against the franchisee or agree to repayment terms. Additionally, if franchisees fail to renew their franchise agreements, or if we decide to restructure franchise agreements in order to induce franchisees to renew these agreements, then our royalty revenues may decrease. Further, we may decide from time to time to acquire restaurants from franchisees that experience significant financial hardship, which may reduce our cash and cash equivalents.

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The system optimization initiative involves risks that could adversely affect our business and financial results.

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 helping to facilitate 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. The Company expects to complete its plan to reduce its company-owned restaurant ownership to approximately 5% with the sale of approximately 315 restaurants during 2016. There are a number of risks associated with the system optimization initiative, including the difficulty in predicting the ultimate costs associated with the sale of restaurants, employee termination costs, the timing of payments made and received, the results of negotiations with landlords, the impact of the sale of restaurants on ongoing operations, any tax impact from the sale of restaurants, and the future impact to the Company’s earnings, restaurant operating margin, cash flow and depreciation. If Wendy’s is unable to manage these risks effectively, our business and financial results could be adversely affected.
Further, Wendy’s generally retains ownership or the leasehold interest to the real estate when it sells restaurants under the system optimization initiative and leases or subleases the real estate to franchisees. This increases the risks described above under the heading “Our financial results are affected by the operating results of franchisees.”
Wendy’s may be unable to manage effectively the acquisition and disposition of restaurants, or successfully implement other strategic initiatives, which could adversely affect our business and financial results.
Wendy’s has from time to time acquired the interests ofWendy’s restaurants from, and sold Wendy’s restaurants to, franchisees. Wendy’s will continue to evaluate strategic acquisitions of franchised restaurants and strategic dispositions of company-ownedCompany-operated restaurants to existing and new franchisees. The success of these transactions is dependent upon many factors, such as the availability of sellers and buyers, the availability of financing, and the brand’s ability to negotiate transactions on terms deemed acceptable. In addition, the operations of restaurants that the brand acquiresare acquired from or sold to franchisees may not be integrated successfully, and the intended benefits of such transactions may not be realized. Acquisitions of franchised restaurants pose various risks to brandWendy’s business operations, including:
diversion of management’s attention to the integration of acquired restaurant operations;
increased operating expenses and the inability to achieve expected cost savings and operating efficiencies;
exposure to liabilities arising out of sellers’ prior operations of acquired restaurants; and
incurrence or assumption of debt to finance acquisitions or improvements and/or the assumption of long-term, non-cancelable leases.
In addition, engagingEngaging in acquisitions and dispositions also places increased demands on the brand’sWendy’s operational and financial management resources and may require us to continue to expand these resources. If Wendy’s is unable to manage the acquisition and disposition of restaurants effectively, our business and financial results could be adversely affected.
In addition, Wendy’s from time to time evaluates and may pursue other opportunities for growth through new and existing franchise partners, joint venture investments, expansion of our brand through other opportunities and strategic mergers, acquisitions and divestitures. These strategic initiatives involve various inherent risks, including, without limitation, general business risk, integration and synergy risk, market acceptance risk and risks associated with the potential distraction of management. Strategic transactions may not ultimately create value for us or our stockholders and may harm our reputation and materially adversely affect our business, financial condition and results of operations.
Current restaurant locations may become unattractive, and attractive new locations may not be available for a reasonable price, if at all.

The success of any restaurant depends in substantial part on its location. There can be no assurance that our current restaurant locations will continue to be attractive as demographic patterns change. Neighborhood or economic conditions where our restaurants are located could decline in the future, thus resulting in potentially reduced sales in those locations. In addition, rising real estate prices in some areas may restrict our ability and the ability of franchisees to purchase or lease new desirable locations. If desirable locations cannot be obtained at reasonable prices, the brand’sor at all, Wendy’s ability to execute itsour growth strategies could be adversely affected.


Wendy’s leasing and ownership of significant amounts of real estate exposes it to possible liabilities and losses, including liabilities associated with environmental matters.

As of January 3, 2016,December 30, 2018, Wendy’s leased or owned the land and/or the building for 632 company-owned353 Company-operated Wendy’s restaurants. Wendy’s also owned 340516 and leased 7201,279 properties that were either leased or subleased principally to franchisees as of January 3, 2016.December 30, 2018. Accordingly, we are subject to all of the risks associated with leasing and owning real estate. In particular, the value of our real property assets could decrease, and costs could increase, because of changes in the investment climate for real estate, demographic trends, supply or demand for the useownership and operation of the restaurants which(which may result frombe impacted by competition from similar restaurants in the area,area) and liability for environmental matters.


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Wendy’s is subject to federal, state and local environmental, health and safety laws and regulations concerning the discharge, storage, handling, release and disposal of hazardous or toxic substances. These environmental laws provide for significant fines, penalties and liabilities, sometimes without regard to whether the owner, operator or occupant of the property knew of, or was responsible for, the release or presence of the hazardous or toxic substances. Third parties may also make claims against owners, operators or occupants of properties for personal injuries and property damage associated with releases of, or actual or alleged exposure to, such substances. A number of our restaurant sites were formerly gas stations or are adjacent to current or former gas stations, or were used for other commercial activities that can create environmental impacts. We may also acquire or lease these types of sites in the future. We have not conducted a comprehensive environmental review of all of our properties. We may not have identified all of the potential environmental liabilities at our leased and owned properties, and any such liabilities identified in the future could cause us to incur significant costs, including costs associated with litigation, fines or clean-up responsibilities. In addition, we cannot predict what environmental legislation or regulations will be enacted in the future or how existing or future laws or regulations will be administered or interpreted. We cannot predict the amount of future expenditures that may be required in order to comply with any environmental laws or regulations or to satisfy any such claims. See “Item 1. Business - General - Legal and Environmental Matters.”Matters” for additional information.

Wendy’s leases real property generally for initial terms of 15 to 20 years with one or more options to extend the term of the leases in consecutive five-year increments. Many leases provide that the landlord may increase the rent over the term of the lease and any renewals thereof.of the term. Most leases require us to pay all of the costs of insurance, taxes, maintenance and utilities. We generally cannot cancel these leases.leases prior to the expiration of their term. If an existing or future restaurant is not profitable, and we decide to close it, we may nonetheless be committed to perform our obligations under the applicable lease including, among other things, paying the base rent for the balance of the lease term. In addition, as each lease expires, we may fail to negotiate additional renewals or renewal options, either on commercially acceptable terms or at all, which could cause us to close restaurants in desirable locations.

Due to the concentration of Wendy’s restaurants in particular geographic regions, our business results could be impacted by the adverse economic conditions prevailing in those regions regardless of the state of the national economy as a whole.regions.

As of January 3, 2016,December 30, 2018, we and our franchisees operated Wendy’s restaurants in all 50 states, the District of Columbia and 2831 foreign countries and territories. As of January 3, 2016December 30, 2018 and as detailed in “Item 2. Properties,” the 8eight leading states by number of operating units were: Florida, Ohio, Texas, Georgia, California, Michigan, Pennsylvania, North Carolina and North Carolina.Michigan. This geographic concentration can cause economic conditions in particular areas of the country to have a disproportionate impact on our overall results of operations.operations, regardless of the state of the national economy as a whole. It is possible that adverse economic conditions in states or regions that contain a high concentration of Wendy’s restaurants could have a material adverse impact on our results of operations in the future.

Our operations are influenced by adverse weather conditions.

Weather, which is unpredictable, can adversely impact Wendy’s restaurant sales.operations. Harsh weather conditions that keep customers from dining out can result in lost opportunitiessales and revenues for our restaurants. A heavy snowstorm in the Northeast or Midwest or a hurricane in the Southeast can shut down an entire metropolitan area, resulting in a reduction in sales in that area. Our first quarter includes winter months and historically has a lower level of sales at company-ownedCompany-operated restaurants. Because a significant portion of our restaurant operating costs is fixed or semi-fixed in nature, the loss of sales during these periods hurts our operating margins and can result in restaurant operating losses. For these reasons, a quarter-to-quarter comparison may not be a good indication of Wendy’s performance or how itwe may perform in the future.


Our business could be hurt by increased labor costs or labor shortages.

Labor is a primary component in the cost of operating our company-owned restaurants. We devote significant resources to recruiting and training itsour managers and hourly employees. Increased labor costs due to competition, increased minimum wage or employee benefits costs (including various federal, state and local actions to increase minimum wages and government-mandated health care benefits)wages), unionization activity or other factors would adversely impact our cost of sales and operating expenses. In addition, Wendy’s success depends on itsour ability to attract, motivate and retain qualified employees, including restaurant managers and staff. If the brand is unablestaff, and our inability to do so could adversely affect our results of operations could be adversely affected.operations.

Complaints or litigation may hurt the Wendy’s brand.

Wendy’s customers from time to time file complaints or lawsuits against us alleging that we are responsible for an illness or injury they suffered at or after a visit to a Wendy’s restaurant, or alleging that there was a problem with food quality or operations at a Wendy’s restaurant. We are also subject to a variety of other claims arising in the ordinary course of our business, including personal injury claims, contract claims, claims from franchisees (which tend to increase when franchisees experience declining sales and profitability)

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and claims alleging violations of federal and state law regarding workplace and employment matters, discrimination and similar matters, including class action lawsuits related to these matters. The Company has also been named as a defendant in the matter described in “Item 3. Legal Proceedings.” Regardless of whether any claims against us are valid or whether we are found to be liable, claims may be expensive to defend and may divert management’s attention away from operations and hurt our performance. We believe we have adequate accruals for continuing operations for all of our legal and environmental matters, including the accrual that we recorded for the legal proceedings related to a cybersecurity incident as described in Note 23 of the Financial Statements and Supplementary Data contained in Item 8 herein. See Note 11 of the Financial Statements and Supplementary Data contained in Item 8 herein for further information on the accrual. 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 are thus inherently difficult. Insurance policies contain customary limitations, conditions and exclusions that can affect the amount of insurance proceeds ultimately received. A judgment significantly in excess of our insurance coverage for any claims could materially adversely affect our financial condition or results of operations. Further, adverse publicity resulting from these claims may hurt us and our franchisees.

Additionally, the restaurant industry has been subject to a number of claims alleging that the menus and actions of restaurant chains have contributed to the obesity or otherwise adversely impacted the health of certain of their customers. Adverse publicity resulting from these allegations may harm the reputation of our restaurants, even if the allegations are not directed against our restaurants or are not valid, and even if we are not found liable or the concerns relate only to a single restaurant or a limited number of restaurants. Moreover, complaints, litigation or adverse publicity experienced by one or more of Wendy’s franchisees could also hurt our business as a whole.

We may not be ableunable to adequately protect our intellectual property, which could harm the value of the Wendy’s brand and hurt our business.

Our intellectual property is material to the conduct of our business. We rely on a combination of trademarks, copyrights, service marks, trade secrets and similar intellectual property rights to protect our brand and other intellectual property. The success of our business strategy depends, in part, on our continued ability to use our existing trademarks and service marks in order to increase brand awareness and further develop our branded products in both existing and new markets. If our efforts to protect our intellectual property are not adequate, or if any third party misappropriates or infringes on our intellectual property, either in print or on the Internet, the value of our brand may be harmed, which could have a material adverse effect on our business, including the failure of our brand to achieve and maintain market acceptance. This could harm our image, brand or competitive position and, if we commence litigation to enforce our rights, cause us to incur significant legal fees.

We franchise ourthe Wendy’s brand to various franchisees. While we try to ensure that the quality of our brand is maintained by all of our franchisees, we cannot assureensure that these franchisees will not take actions that hurt the value of our intellectual property or the reputation of the Wendy’s brand or restaurant system.

We have registered certain trademarks and have other trademark registrations pending in the United States and certain foreign jurisdictions. The trademarks that we currently use have not been registered in all of the countries outside of the United States in which we do business or may do business in the future and may never be registered in all of these countries. We cannot assureensure that all of the steps we have taken to protect our intellectual property in the United States and foreign countries will be adequate. The laws of some foreign countries do not protect intellectual property rights to the same extent as the laws of the United States.


In addition, we cannot assureensure that third parties will not claimbring infringement byclaims against us in the future. Any such claim, whether or not it has merit, could be time-consuming, result in costly litigation, cause delays in introducing new menu items, require costly modifications to advertising and promotional materials or require us to enter into royalty or licensing agreements. As a result, any such claim could harm our business and cause a decline in our results of operations and financial condition.

Our current insurance may not provide adequate levels of coverage against claims that have been or may be filed.

We currently maintain insurance we believe is adequate for businesses of our size and type. However, there are types of losses we may incur that cannot be insured against or that we believe are not economically reasonable to insure, such as losses due to natural disasters or acts of terrorism. In addition, we currently self-insure a significant portion of expected losses under workersworkers’ compensation, general liability and property insurance programs. Unanticipated changes in the actuarial assumptions and management estimates underlying our reserves for these losses could result in materially different amounts of expense under these programs, which could harm our business and adversely affect our results of operations and financial condition.

The Company currently maintains insurance coverage to address cyber incidents. Applicable insurance policies contain customary limitations, conditions and exclusions. There can be no assurance that the cyber policies maintained by the Company will cover substantially all of the Company’s costs and expenses incurred related to previous or future cybersecurity incidents, including those described below in this Item 1A and in Note 23 to the Consolidated Financial Statements contained in Item 8 herein.

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Changes in legal or regulatory requirements, including licensing approvals, franchising laws, payment card industry rules, overtime rules, minimum wage rates, government-mandated health care benefits, tax legislation, federal ethanol policy and accounting standards, may adversely affect our ability to open new restaurants or otherwise hurt our existing and future operations and results.results, including our ability to open new restaurants.

Each Wendy’s restaurant is subject to licensing and regulation by health, sanitation, safety and other agencies in the state and/or municipality in which the restaurant is located, as well as to Federalfederal laws, rules and regulations and requirements of non-governmental entities such as payment card industry rules. State and local government authorities may enact laws, rules or regulations that impact restaurant operations and the cost of conducting those operations. There can be no assurance that we and/or our franchisees will not experience material difficulties or failures in obtaining the necessary licenses or approvals for new restaurants, which could delay the opening of such restaurants in the future. In addition, more stringent and varied requirements of local governmental bodies with respect to tax, zoning, land use and environmental factors could delay or prevent development of new restaurants in particular locations.

Federal laws, rules and regulations address many aspects of our business, such as franchising, federal ethanol policy, minimum wages and taxes. We and our franchisees are also subject to the Fair Labor Standards Act, which governs such matters as minimum wages, overtime and other working conditions, along with the ADA, family leave mandates and a variety of other state laws enacted by the states that govern these and other employment law matters. Changes in laws, rules, regulations and governmental policies, including the joint employer standard, could increase our costs and adversely affect our existing and future operations and results.

Changes in government-mandated health care benefits under the Patient Protection and Affordable Care Act (“PPACA”) are anticipated to continue to increase our costs and the costs of our franchisees. Our compliance with the PPACA resulted in significant modifications to our benefits policies and practices. Because we experienced modest enrollment and participation in our health plans by newly full-time employees in 2015, the cost increases did not result in modifications to our business practices. However, future cost increases could be material and any future compliance-related modifications to our benefits policies and practices, or to our business practices, could be disruptive to our operations and impact our ability to attract and retain personnel.

Changes in accounting standards, or in the interpretation of existing standards, applicable to us could also affect our future results. See Note 1 to the Consolidated Financial Statements contained in Item 8 herein for a summary of new or amended accounting standards applicable to us.

We do not exercise ultimate control over purchasing for our restaurant system, which could harm sales or profitability and the brand.

Although we seek to ensure that all suppliers to the Wendy’s system meet quality control standards, Wendy’s franchisees control the purchasing of food, proprietary paper, equipment and other operating supplies from such suppliers through QSCC, Wendy’s independent purchasing co-op. QSCC manages, for the purchasing co-op controlled by Wendy’s franchisees, QSCC. QSCC negotiates nationalsystem in the U.S. and Canada, contracts for suchthe purchase and distribution of food, proprietary paper, operating supplies and equipment and supplies.under national agreements with pricing based upon total system volume. We are entitled to appoint two representatives (of the total of 11) on the board of directors of QSCC and participatesparticipate in QSCC through its company-ownedour Company-operated restaurants, but we do not control the decisions and activities of QSCC except to ensurerequire that all suppliers satisfy our quality control standards. If QSCC does not properly estimate the product needs of the Wendy’s system, makes poor purchasing decisions or decides to cease its operations, system sales and operating costs could be adversely affected and ourthe results of operations and financial condition orof the financial condition of Wendy’sCompany and franchisees could be hurt.negatively impacted.


Our international operations are subject to various factors of uncertainty and there is no assurance that international operations will be profitable.

In addition to many of the risk factors described throughout this Item 1A, Wendy’s business outside of the United States is subject to a number of additional factors, including international economic and political conditions, risk of corruption and violations of the United States Foreign Corrupt Practices Act or similar laws of other countries, differing cultures and consumer preferences, the inability to adapt to international customerdiffering cultures or consumer preferences, inadequate brand infrastructure within foreign countries to support our international activities, inability to obtain adequate supplies meeting our quality standards and product specifications or interruptions in obtaining such supplies, restrictions on our ability to move cash out of certain foreign countries, currency regulations and fluctuations, diverse government regulations and tax systems, uncertain or differing interpretations of rights and obligations in connection with international franchise agreements, and the collection of royalties and other fees from international franchisees, the inability to protect intellectual property rights, compliance with international privacy and information security laws and regulations, the availability and cost of land, construction costs, other legal, financial or regulatory impediments to the development and/or operation of new restaurants and the availability ofinability to identify, attract and retain experienced management, appropriatequalified franchisees and joint venture partners. Although we believe we have developed the support structure required for international growth, there is no assurance that such growth will occur or that international operations will be profitable.


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To In addition, to the extent we invest in international company-operatedCompany-operated restaurants or joint ventures, we would also have the risk of operating losses related to those restaurants, which wouldcould adversely affect our results of operations and financial condition.

There are risks associated with our increasing dependence on digital commerce platforms and technologies to maintain and grow sales, and we cannot predict the impact that these digital commerce platforms and technologies, other new or improved technologies or alternative methods of delivery may have on consumer behavior and our financial results.
Advances in technologies and changes in consumer behavior driven by such advances could have a negative effect on our business. Technology and consumer offerings continue to develop, and we expect that new and enhanced technologies and consumer offerings will be available in the future, including those with a focus on restaurant modernization, restaurant technology and digital engagement and ordering. We may pursue certain of those technologies and consumer offerings if we believe they offer a sustainable guest proposition and can be successfully integrated into our business model. However, we cannot predict consumer acceptance of these digital platforms, delivery channels or other technologies or their impact on our business. In addition, our competitors, some of whom have greater resources than us, may be able to benefit from changes in technologies or consumer acceptance of such changes, which could harm our competitive position. There can be no assurance that we will be able to successfully respond to changing consumer preferences, including with respect to new technologies, or to effectively adjust our product mix, service offerings and marketing initiatives for products and services that address, and anticipate advances in, technology and market trends. If we are not able to successfully respond to these challenges, our business, financial condition, and operating results could be adversely affected.
In addition, we anticipate that consumers will continue to have more options to place orders digitally, both domestically and internationally. Our failure to adequately invest in new technology or adapt to technological developments and industry trends, particularly with respect to digital commerce capabilities, could result in a loss of customers and related market share. If Wendy’s digital commerce platforms do not meet customers’ expectations in terms of security, speed, attractiveness or ease of use, customers may be less inclined to return to such digital commerce platforms, which could negatively impact our sales, results of operations and financial condition.

We are heavily dependent on computer systems and information technology and any material failure, misuse, interruption or security breach of our computer systems, technology or technologysocial media platforms could impair our ability to efficiently operateadversely affect our business.

We are significantly dependent upon our computer systems and information technology to properly conduct our business, including point-of-sale processing in our restaurants, management of our supply chain, collection of cash, payment of obligations and various other processes and procedures. Our ability to efficiently manage our business depends significantly on the reliability and capacity of these systems and information technology. The failure of these systems and information technology to operate effectively, an interruption in such systems or technology, problems with maintenance, upgrading or transitioning to replacement systems, fraudulent manipulation of sales reporting from our franchised restaurants resulting in loss of sales and royalty payments, or a breach in security of these systems could be harmful and cause delays in customer service, result in the loss of data, and reduce efficiency or cause delays in operations. Significant capital investments might be required to remediate any problems. Additionally, the success of certain of our strategic initiatives, including to expand our consumer-facing digital capabilities to connect with customers and drive growth, is highly dependent on our technology systems. Any security breach involving our or our franchisees’ point-of-sale or other systems could result in a loss of consumer confidence and potential costs associated with fraud. Also, despite our considerable efforts and technological resources to secure our computer systems and information technology, security breaches, such as unauthorized access and computer viruses, may occur, resulting in system disruptions, shutdowns or unauthorized disclosure of confidential information. A security breach of our computer systems or information technology could require us to notify customers, employees or other groups, result in adverse publicity or a loss ofin consumer confidence, sales and profits andor cause us to incur penalties or other costs that could adversely affect the operation of our business and results of operations.

As part of our marketing efforts, we rely on search engine marketing and social media platforms to attract and retain customers. These efforts may not be successful, and could pose a variety of other risks, including the improper disclosure of proprietary information, negative comments about the Wendy’s brand, exposure of personally identifiable information fraud or out of date information.fraud. The inappropriate use of social media vehicles by franchisees, customers or employees could increase our costs, lead to litigation or result in negative publicity that could damage ourthe brand’s reputation. The occurrence of any such developments could have an adverse effect on business results.our results of operations and financial condition.

The occurrence of cyber incidents, or a deficiency in cybersecurity, could negatively impact our business by causing a disruption to our operations, a compromise or corruption of confidential information and/or damage to our employee and business relationships, all of which could subject us to loss and harm the Wendy’s brand.

A cyber incident is considered to beincludes any adverse event that threatens the confidentiality, integrity or availability of information resources. More specifically, a cyber incident is an intentional attack or an unintentional event that can include gaining unauthorized access to systems to disrupt operations, corrupt data or steal confidential information about customers, franchisees, vendors and employees. A number of retailers and other companies have recently experienced serious cyber incidents and breaches of their information technology systems. The Company isWendy’s system has also investigatingexperienced unusual creditpayment card activity at some Wendy’scertain franchised restaurants, as further described below. As the Company’s reliance on technology has increased, so have the risks posed to its systems, both internal and those it has outsourced. The threemanaged by third parties. Three primary risks that could directly result from the occurrence of a cyber incident include operational interruption, damage to theour relationship with customers, franchisees and employees and exposure of private data exposure.data. In addition to maintaining insurance coverage to address cyber incidents, the Company has also implemented processes, procedures and controls to help mitigate these risks. However, these measures, as well as itsthe increased awareness of a risk of a cyber incident, do not guarantee that the Company’s reputation and financial results will not be adversely affected by such an incident.

Because the Company and its franchisees accept electronic forms of payment from their customers, the Company’s business requires the collection and retention of customer data, including credit and debit card numbers and other personally identifiable information, in various information systems that the Company and its franchisees maintain and in those maintained by third parties with whom the Company and its franchisees contract to provide credit card processing.processing and related services. The Company also maintains important internal Company data, such as personally identifiable information about its employees and franchisees and information relating to its operations. The Company’s use of personally identifiable information is regulated by foreign,international, federal and state laws, as well as by certain third-party agreements. As privacy and information security laws and regulations change, the Company may incur additional costs to ensure that it remains in compliance with those laws and regulations. If the Company’s security and information systems are compromised or if its employees or franchisees fail to comply with these laws, regulations, or contract terms, and this information is obtained by unauthorized persons or used inappropriately, it could adversely affect the Company’s reputation, and could disrupt its operations and result in costly litigation, judgments, or penalties resulting from violation of federal and stateapplicable laws and payment card industry regulations. A cyber incident could also require the Company to notify customers, employees or other groups, result in adverse publicity, loss of sales and profits, increase fees payable to third parties and cause the Company to incur penalties or remediation and other costs that could adversely affect the operation of the Company’s business and results of operations.

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As
Certain of our franchisees have experienced cybersecurity incidents.

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 news mediaUnited States, along with support for customers who may have been affected by the malware variants.

Working closely with third-party forensic experts, federal law enforcement and payment card industry contacts as part of its investigation, the Company determined that specific payment card information was targeted by the additional malware variant. This information included cardholder name, credit or debit card number, expiration date, cardholder verification value and service code. The Company believes the criminal cyberattacks resulted from service providers’ remote access credentials being compromised, allowing access, and the ability to deploy malware, to some franchisees’ point-of-sale systems. There has been no indication in the investigation that any Company-operated restaurants were impacted by this activity. The Company worked with investigators to disable the malware involved in the first attack in 2016. Soon after detecting the malware variant involved in the subsequent attack, the Company identified a method of disabling it and thereafter disabled it in all franchisee restaurants where it was discovered. The investigation confirmed that criminals used malware believed to have been effectively deployed on some Wendy’s franchisee systems starting in late January,fall 2015.

The Company has been named as a defendant in a putative class action filed in the United States on behalf of customers, as well as five class actions brought by financial institutions in the United States that have been consolidated into a single proceeding. In addition, certain of the Company’s present and former directors, and one non-director executive officer of the Company, has engagedwere named as defendants in putative shareholder derivative complaints, which have been consolidated into one action, alleging breach of fiduciary duty, waste of corporate assets, unjust enrichment and gross mismanagement. These civil proceedings seek damages and other relief allegedly arising from the cybersecurity experts to conduct a comprehensive investigation into unusual creditincident. In addition, claims may also be made by payment card activity at some Wendy’s restaurants. Outnetworks against the affected franchisees. These claims and investigations may adversely affect how we or our franchisees operate the business, divert the attention of management from the operation of the locations investigated to date, somebusiness, have been found by the cybersecurity experts to have malwarean adverse effect on a certain system. The investigation is ongoingour reputation, result in additional costs and the Company is continuing to work closely with cybersecurity experts and law enforcement officials.adversely affect our results of operations.

We may be required to recognize additional asset impairment and other asset-related charges.

We have significant amounts of long-lived assets, goodwill and intangible assets and have incurred impairment charges in the past with respect to those assets. In accordance with applicable accounting standards, we test for impairment generally annually, or more frequently if there are indicators of impairment, such as:

significant adverse changes in the business climate;
current period operating or cash flow losses combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with long-lived assets;
a current expectation that more-likely-than-not (i.e., a likelihood that is more than 50%) long-lived assets will be sold or otherwise disposed of significantly before the end of their previously estimated useful life; and
a significant drop in our stock price.

Based upon future economic and capital market conditions, as well as the operating performance of our reporting units,business, future impairment charges could be incurred. Further, as a result of theour system optimization initiative, the Company has recorded losses on remeasuring long-lived assets to fair value upon determination that the assets will be leased and/or subleased to franchisees in connection with the sale or anticipated sale of Company-operated restaurants, and the Company may incur further losses as the Company continuessells additional restaurants from time to sell restaurants under the system optimization initiative.time.

The Company and certain of its subsidiaries are subject to various restrictions, and substantially all of the assets of certain subsidiaries are security, under the terms of a securitization transaction that was completed on June 1, 2015.securitized financing facility.

On June 1, 2015,January 17, 2018, Wendy’s Funding, LLC (“Wendy’s Funding” or the(the “Master Issuer”), a limited-purpose, bankruptcy-remote, wholly-ownedwholly owned indirect subsidiary of The Wendy’sthe Company, entered intocompleted a base indenture and a related supplemental indenture (collectively, the “Indenture”)refinancing transaction under which the Master Issuer may issue multiple series of notes. On the same date, the Master Issuer issued Series 2015-1 3.371%2018-1 3.573% Fixed Rate Senior Secured Notes, Class A-2-I (the “Class“Series 2018-1 Class A-2-I Notes”) with an initial principal amount of $875.0$450.0 million and Series 2015-1 4.080%2018-1 3.884% Fixed Rate Senior Secured Notes, Class A-2-II (the “Class“Series 2018-1 Class A-2-II Notes”) with an initial principal amount of $900.0 million and the Series 2015-1 4.497% Fixed Rate Senior Secured Notes, Class A-2-III, (the “Class A-2-III Notes”) with an initial principal amount of $500.0$475.0 million (collectively, the “Series 2018-1 Class A-2 Notes”).  Interest payments on the Series 2018-1 Class A-2 Notes are payable on a quarterly basis.  The net proceeds from the sale of the Series 2018-1 Class A-2

Notes were used to redeem the Master Issuer’s outstanding Series 2015-1 Class A-2Notes”). In addition,A-2-I Notes, to pay prepayment and transaction costs, and for general corporate purposes.

Concurrently, the Master Issuer entered into a revolving financing facility of Series 2015-12018-1 Variable Funding Senior Secured Notes, Class A-1 (the “Series 2015-12018-1 Class A-1 Notes” and, together with the Series 2015-12018-1 Class A-2 Notes, the “Series 2015-12018-1 Senior Notes”), which allowallows for the drawing of up to $150.0 million under the Series 2015-12018-1 Class A-1 Notes which include certainusing various credit instruments, including a letter of credit facility.  The Series 2015-1 Class A-1 Notes were canceled on the closing date and the letters of credit outstanding against the Series 2015-1 Class A-1 Notes were transferred to the Series 2018-1 Class A-1 Notes. The Company had no outstanding borrowings under its Series 2018-1 Class A-1 Notes as of December 30, 2018.

In addition to the Series 2018-1 Senior Notes, the Master Issuer also has outstanding the Series 2015-1 4.080% Fixed Rate Senior Secured Notes, Class A-2-II with an initial principal amount of $900.0 million (the “Class A-2-II Notes”) and the Series 2015-1 4.497% Fixed Rate Senior Secured Notes, Class A-2-III with an initial principal amount of $500.0 million (the “Class A-2-III Notes”) (collectively, the “remaining Series 2015-1 Class A-2 Notes”) that were issued underon June 1, 2015. The Series 2018-1 Senior Notes and the Indenture and allow for drawings on a revolving basis.remaining Series 2015-1 Class A-2 Notes are collectively the “Senior Notes.”

The Series 2015-1 Senior Notes were issuedare secured by a security interest in a securitization transaction pursuant to which certainsubstantially all of the Company’s domestic and foreign revenue-generating assets consisting principally of franchise-related agreements, real estate assets, and intellectual property and license agreements for the use of intellectual property, were contributed or otherwise transferred to the Master Issuer and certain other limited-purpose, bankruptcy remote, wholly-owned indirect subsidiaries of the Company that act as guarantors (the “Guarantors”) of(collectively, the Series 2015-1 Senior Notes and that have pledged substantially all of their assets, excluding“Securitization Entities”), except for certain real estate assets and subject to certain limitations to secureas set forth in the Series 2015-1 Senior Notes.Notes Indenture (as amended and supplemented) and the Guarantee and Collateral Agreement.  The assets of the Securitization Entities include most of the domestic and certain of the foreign revenue-generating assets of the Company and its subsidiaries, which principally consist of franchise-related agreements, certain Company-operated restaurants, intellectual property and license agreements for the use of intellectual property.

The Series 2015-1 Senior Notes are subject to a series of covenants and restrictions customary for transactions of this type, including (i) that the Master Issuer maintains specified reserve accounts to be used to make required payments in respect of the Series 2015-1 Senior Notes, (ii) provisions relating to optional and mandatory prepayments and the related payment of specified amounts, including specified make-whole payments in the case of the Series 2015-1 Class A-2 Notes under certain circumstances, (iii) certain indemnification payments in the event, among other things, the assets pledged as collateral for the Series 2015-1 Senior Notes are in stated ways defective or ineffective and (iv) covenants relating to recordkeeping, access to information and similar matters. The Series 2015-1 Senior Notes are also subject to customary rapid amortization events provided for in the Indenture, including events tied to failure to maintain stated debt service coverage ratios, the sum of global gross sales for specified restaurants being below certain levels on certain measurement dates, certain manager termination events, an event of default, and the failure

21

to repay or refinance the Series 2015-1 Class A-2 Notes on the applicable scheduled maturity date. The Series 2015-1 Senior Notes are also subject to certain customary events of default, including events relating to non-payment of required interest, principal, or other amounts due on or with respect to the Series 2015-1 Senior Notes, failure to comply with covenants within certain time frames, certain bankruptcy events, breaches of specified representations and warranties, failure of security interests to be effective, and certain judgments.

In the event that a rapid amortization event occurs under the Indenture (including, without limitation, upon an event of default under the Indenture or the failure to repay the securitized debt at the end of the applicable term), the funds available to the Company would be reduced or eliminated, which would in turn reduce our ability to operate or grow our business. If the Company’s subsidiaries are not able to generate sufficient cash flow to service their debt obligations, they may need to refinance or restructure debt, sell assets, reduce or delay capital investments or seek to raise additional capital. If the Company’s subsidiaries are unable to implement one or more of these alternatives, they may not be able to meet debt payment and other obligations.

The Company has a significant amount of debt outstanding. Such indebtedness, along with the other contractual commitments of itsour subsidiaries, could adversely affect our business, financial condition and results of operations, as well as the ability of certain of our subsidiaries to meet debt payment obligations.

TheAs of December 30, 2018, the Company hashad approximately $2.4$2.8 billion of outstanding debt including debt issued in the securitization transaction on June 1, 2015.its balance sheet. Additionally, a subsidiary of the Company has issued the Series 2015-12018-1 Class A-1 Notes, which will allowallows the subsidiary to borrow amounts from time to time on a revolving basis, up to an aggregate principal amount of $150.0 million.

This level of debt could have significant consequences on the Company’s future operations, including:

making it more difficult to meet payment and other obligations under outstanding debt;


resulting in an event of default if the Company’s subsidiaries fail to comply with the financial and other restrictive covenants contained in debt agreements, which event of default could result in all of the Company’s subsidiaries’ debt becoming immediately due and payable;

reducing the availability of the Company’s cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes, and limiting the Company’s ability to obtain additional financing for these purposes;

subjecting the Company to the risk of increased sensitivity to interest rate increases on indebtedness with variable interest rates;

limiting the Company’s flexibility in planning for or reacting to, and increasing its vulnerability to, changes in the Company’s business, the industry in which it operates and the general economy; and

placing the Company at a competitive disadvantage compared to its competitors that are less leveraged.

In addition, certain of the Company’s subsidiaries also have significant contractual requirements for the purchase of soft drinks. If consumer preferences change and the Company’s customers purchase fewer soft drinks than expected or estimated, such contractual commitments may adversely affect the financial condition of the Company. The Company has also provided loan guarantees to various lenders on behalf of franchisees entering into debt arrangements for new restaurant development and equipment financing, and two guarantees to lenders for franchisees, in connection with the refinancing of a franchisee’s debt and the sale of restaurants to a franchisee.financing. Certain subsidiaries also guarantee or are contingently liable for certain leases of their respective franchisees for which they have been indemnified. In addition, certain subsidiaries also guarantee or are contingently liable for certain leases of their respective franchisees for which they have not been indemnified. The Company has also provided an irrevocable stand-by letter of credit to a lender to support a financing program for franchisees that participate in the Company’s Image Activation Program. These commitments could have an adverse effect on the Company’s liquidity and the ability of its subsidiaries to meet payment obligations.

The ability to meet payment and other obligations under the debt instruments of the Company’s subsidiaries depends on their ability to generate significant cash flowflows in the future. This, to some extent, is subject to general economic, financial, competitive, legislative, and regulatory factors, as well asand other factors that are beyond the Company’s control. There can be no assurance that the Company’s business will generate cash flowflows from operations, or that future borrowings will be available to itthe Company under existing or any future credit facilities or otherwise, in an amount sufficient to enable its subsidiaries to meet their debt payment obligations and to fund other liquidity needs. If the Company’s subsidiaries are not able to generate sufficient cash flow to service their debt

22

obligations, they may need to refinance or restructure debt, sell assets, reduce or delay capital investments, or seek to raise additional capital. If the Company’s subsidiaries are unable to implement one or more of these alternatives, they may not be able to meet debt payment and other obligations.

In addition, the Company may incur additional indebtedness in the future. If new debt or other liabilities are added to the Company’s current consolidated debt levels, the related risks that itthe Company now faces could intensify.be amplified.

The securitization transaction documents imposesecuritized financing facility imposes certain restrictions on the activities of the Company and its subsidiaries.

The Senior Notes Indenture and the management agreement entered into between a subsidiary of the Company and the Indenture trustee (the “Management Agreement”) contain various covenants that limit the Company’s and its subsidiaries’ ability to engage in specified types of transactions. For example, the Indenture and the Management Agreement contain covenants that, among other things, restrict, subject to certain exceptions, the ability of certain subsidiaries to:

incur or guarantee additional indebtedness;

sell certain assets;

create or incur liens on certain assets to secure indebtedness; or

consolidate, merge, sell or otherwise dispose of all or substantially all of their assets.

As a result of these restrictions, the Company may not have adequate resources or flexibility to continue to manage the business and provide for growth of the Wendy’s system, including product development and marketing for the Wendy’s brand, which could have a material adverse effect on the Company’s future growth prospects, financial condition, results of operations and liquidity.


To service debt and meet its other cash needs, Wendy’sthe Company will require a significant amount of cash, which may not be generated by its business or available to it.under its existing debt agreements or other sources.

The ability of Wendy’s to make payments on, repay or refinance its debt, including debt issued in the securitization transaction on June 1, 2015 and any additional debt, and to fund planned capital expenditures, dividends and other cash needs will depend largely upon its future operating performance. Future performance, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. In addition, the ability of Wendy’s to borrow funds in the future to make payments on its debt will depend on the satisfaction of the covenants in its credit facilitiesthe securitized financing facility and other debt agreements, including those for the debt issued in the securitization transaction on June 1, 2015 and other agreements it may enter into in the future. Specifically, Wendy’s will need to maintain specified financial ratios and satisfy financial condition tests. There is no assurance that the Wendy’s business will generate sufficient cash flow from operations or that future borrowings will be available under its credit facilitiesthe Company’s securitized financing facility or other debt agreements or from other sources in an amount sufficient to enable itthe Company to pay its debt or to fund its or the Company’s dividend and other liquidity needs.

There can be no assurance regarding whether or to what extent the Company will pay dividends on its Common Stockcommon stock in the future.

Holders of the Company’s Common Stockcommon stock will only be entitled to receive such dividends as itsthe Company’s Board of Directors may declare out of funds legally available for such payments. Any dividends will be made at the discretion of the Board of Directors and will depend on the Company’s earnings, financial condition, cash requirements and such other factors as the Board of Directors may deem relevant from time to time.

Because the Company is a holding company, its ability to declare and pay dividends is dependent upon cash, cash equivalents and short-term investments on hand and cash flows from its subsidiaries. The ability of its subsidiaries to pay cash dividends and/or make loans or advances to the holding company will be dependent upon their respective abilities to achieve sufficient cash flows after satisfying their respective cash requirements, including subsidiary-levelthe securitized financing facility and other debt service and revolving credit agreements, to enable the payment of such dividends or the making of such loans or advances. The ability of any of its subsidiaries to pay cash dividends or other payments to the Company will also be limited by restrictions in debt instruments currently existing or subsequently entered into by such subsidiaries, which is described earlier in this Item 1A.


23

A substantial amount of the Company’s Common Stockcommon stock is concentrated in the hands of certain stockholders.

Nelson Peltz, the Company’s Chairman and former Chief Executive Officer, Peter May, the Company’s Vice Chairman and former President and Chief Operating Officer, and Edward Garden, who resigned as a former director of the Company, on December 14, 2015, beneficially own shares of the Company’s outstanding Common Stockcommon stock that collectively constitute more thanapproximately 20% of its total voting power as of February 29, 2016.19, 2019. Messrs. Peltz, May and Garden may, from time to time, acquire beneficial ownership of additional shares of Common Stock.common stock.

On December 1, 2011, the Company entered into an agreement (the “Trian Agreement”) with Messrs. Peltz, May and Garden, and several of their affiliates (the “Covered Persons”). Pursuant to the Trian Agreement, the Board of Directors, including a majority of the independent directors, approved, for purposes of Section 203 of the Delaware General Corporation Law (“Section 203”), the Covered Persons becoming the owners (as defined in Section 203(c)(9) of the DGCL) of or acquiring an aggregate of up to (and including), but not more than, 32.5% (subject to certain adjustments set forth in the Agreement) of the outstanding shares of the Company’s Common Stock,common stock, such that no such persons would be subject to the restrictions set forth in Section 203 solely as a result of such ownership (such approval, the “Section 203 Approval”).

The Trian Agreement (other than the provisions relating to the Section 203 Approval and certain miscellaneous provisions that survive the termination of the agreement) terminated pursuant to the terminationownership. Certain other provisions of the Trian Agreement after funds affiliated with the Covered Persons sold 16.2 million shares of the Company’s Common Stock on January 15, 2014, thereby decreasingterminated when the Covered Persons’ beneficial ownership of the Company’s common stock decreased to less than 25% of the outstanding voting power of the Company as of that date. The Covered Persons sold an additional 2.0 million shares of the Company’s Common Stock on February 25,in January 2014. On July 17, 2015, the Company repurchased 18.4 million shares of the Company’s Common Stock from the Covered Persons. The terminated provisions of the Trian Agreement included provisions restricting the Covered Persons in the following areas: (i) beneficial ownership of Company voting securities; (ii) solicitation of proxies or submission of a proposal for the vote of stockholders under certain circumstances; (iii) certain affiliate transactions with the Company; and (iv) voting of certain Company voting securities.

This concentration of ownership gives Messrs. Peltz, May and Garden significant influence over the outcome of actions requiring stockholder approval, including the election of directors and the approval of mergers, consolidations and the sale of all or substantially all of the Company’s assets. They are also in a position to have significant influence to prevent or cause a change in control of the Company. If in the future Messrs. Peltz, May and Garden were to acquire more than a majority of the Company’s outstanding voting power, they would be able to determine the outcome of the election of members of the Board of Directors and the outcome of corporate actions requiring majority stockholder approval, including mergers, consolidations and the sale of all or substantially all of the Company’s assets. They would also be in a position to prevent or cause a change in control of the Company.


The Company’s certificate of incorporation contains certain anti-takeover provisions and permits our Board of Directors to issue preferred stock without stockholder approval and limits itsour ability to raise capital from affiliates.

Certain provisions in the Company’s certificate of incorporation are intended to discourage or delay a hostile takeover of control of the Company. The Company’s certificate of incorporation authorizes the issuance of shares of “blank check” preferred stock, which will have such designations, rights and preferences as may be determined from time to time by the Board of Directors. Accordingly, the Board of Directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights that could adversely affect the voting power and other rights of the holders of its common stock. The preferred stock could be used to discourage, delay or prevent a change in control of the Company that is determined by the Board of Directors to be undesirable. Although the Company has no present intention to issue any shares of preferred stock, it cannot assure that it will not do so in the future.

The Company’s certificate of incorporation prohibits the issuance of preferred stock to affiliates, unless offered ratably to the holders of the Company’s Common Stock,common stock, subject to an exception in the event that the Company is in financial distress and the issuance is approved by its audit committee.the Audit Committee of the Board of Directors. This prohibition limits the ability to raise capital from affiliates.

Item 1B. Unresolved Staff Comments.

None.

24

Item 2. Properties.

We believe that our properties, taken as a whole, are generally well maintained and are adequate for our current and foreseeable business needs.

The following table contains information about our principal office facilities as of January 3, 2016:December 30, 2018:
ACTIVE FACILITIES FACILITIES-LOCATIONFACILITIES LOCATION LAND TITLE APPROXIMATE SQ. FT. OF FLOOR SPACE
Corporate Headquarters Dublin, Ohio Owned 324,025
*
Wendy’s Restaurants of Canada Inc. Burlington, Ontario, Canada Leased 8,917
 
_____________________

*QSCC, the independent Wendy’s purchasing cooperative in which Wendy’s has non-controlling representation on the board of directors, leases 14,33314,493 square feet of this space from Wendy’s.
At January 3, 2016,December 30, 2018, Wendy’s and its franchisees operated 6,4796,711 Wendy’s restaurants. Of the 632 company-owned353 Company-operated Wendy’s restaurants, Wendy’s owned the land and building for 327144 restaurants, owned the building and held long-term land leases for 214145 restaurants and held leases covering land and building for 9164 restaurants. Wendy’s land and building leasesLease terms are generally written for terms ofinitially between 15 toand 20 years with one or more five-yearand, in most cases, provide for rent escalations and renewal options. In certain lease agreements, Wendy’s has the option to purchase the real estate. Certain leases contain contingent rent provisions that require the payment of additional rent equal to a percentage, generally less than 6%, of annualrental payments based upon restaurant sales volume in excess of specified amounts. As of January 3, 2016,December 30, 2018, Wendy’s also owned 340516 and leased 7201,279 properties that were either leased or subleased principally to franchisees. Surplus land and buildings are generally held for sale and are not material to our financial condition or results of operations.





25

The location of company-ownedCompany-operated and franchised restaurants as of January 3, 2016December 30, 2018 is set forth below.
 Wendy’s
State Company Franchise Company Franchise
Alabama —
 99
 —
 99
Alaska —
 7
 —
 8
Arizona —
 94
 —
 98
Arkansas —
 64
 —
 62
California —
 258
 —
 270
Colorado 47
 78
 43
 85
Connecticut —
 48
 —
 50
Delaware —
 15
 —
 12
Florida 142
 352
 104
 409
Georgia 37
 241
 —
 284
Hawaii —
 7
 —
 9
Idaho —
 28
 —
 31
Illinois 90
 101
 56
 138
Indiana 5
 174
 —
 179
Iowa —
 41
 —
 42
Kansas —
 67
 —
 66
Kentucky —
 141
 —
 143
Louisiana 81
 44
 —
 125
Maine —
 17
 —
 16
Maryland —
 109
 —
 100
Massachusetts 44
 49
 46
 51
Michigan —
 258
 —
 250
Minnesota —
 64
 —
 59
Mississippi —
 94
 —
 95
Missouri —
 96
 —
 98
Montana —
 14
 —
 14
Nebraska —
 31
 —
 27
Nevada —
 44
 —
 42
New Hampshire —
 25
 —
 23
New Jersey 9
 129
 —
 142
New Mexico —
 40
 —
 42
New York 60
 152
 47
 169
North Carolina 37
 211
 —
 258
North Dakota —
 9
 —
 8
Ohio 32
 378
 49
 363
Oklahoma —
 35
 —
 42
Oregon —
 37
 —
 40
Pennsylvania —
 256
 —
 258
Rhode Island 7
 11
 8
 11
South Carolina —
 126
 —
 128
South Dakota —
 9
 —
 8
Tennessee —
 183
 —
 176
Texas 2
 372
 —
 399
Utah —
 85
 —
 83
Vermont —
 4
 —
 4
Virginia 39
 178
 —
 221
Washington —
 73
 —
 79
West Virginia —
 68
 —
 69
Wisconsin —
 57
 —
 55
Wyoming —
 14
 —
 14
District of Columbia —
 3
 —
 3
Domestic subtotal 632
 5,090
 353
 5,457
Canada —
 354
 —
 368
North America subtotal 632
 5,444
 353
 5,825

26

 Wendy’s
Country/Territory Company Franchise Company Franchise
Argentina —
 4
 —
 8
Aruba —
 4
 —
 4
Bahamas —
 12
 —
 12
Brazil —
 5
Chile —
 1
 —
 17
Curacao —
 1
 —
 1
Dominican Republic —
 10
 —
 13
Ecuador —
 2
 —
 6
El Salvador —
 17
 —
 24
Georgia —
 9
 —
 10
Grand Cayman Islands —
 2
 —
 2
Guam —
 4
 —
 5
Guatemala —
 14
 —
 12
Honduras —
 23
 —
 24
India —
 4
 —
 2
Indonesia —
 42
 —
 80
Jamaica —
 6
 —
 7
Japan —
 3
 —
 41
Kuwait —
 7
Malaysia —
 9
 —
 14
Mexico —
 24
 —
 21
New Zealand —
 22
 —
 23
Panama —
 6
 —
 8
Philippines —
 45
 —
 50
Puerto Rico —
 78
 —
 76
Qatar —
 1
Trinidad and Tobago —
 8
 —
 6
United Arab Emirates —
 17
 —
 17
Venezuela —
 34
 —
 35
U. S. Virgin Islands —
 2
U.S. Virgin Islands —
 2
International subtotal —
 403
 —
 533
Grand total 632
 5,847
 353
 6,358

Item 3. Legal Proceedings.

We areThe Company is 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. The Company believes it has adequate accruals for continuing operations for all of its legal and environmental matters.matters, including the accrual that we recorded for the legal proceedings related to a cybersecurity incident as described in Note 23 of the Financial Statements and Supplementary Data contained in Item 8 herein. See Note 11 of the Financial Statements and Supplementary Data contained in Item 8 herein for further information on the accrual. We cannot estimate the aggregate possible range of loss duefor various reasons, including, but not limited to, mostmany proceedings being in preliminary stages, with various motions either yet to be submitted or pending, discovery yet to occur andand/or 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 our currently available information, including legal defenses availabledifficult and future developments could cause these actions or claims, individually or in aggregate, 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 adverse effect on our consolidatedthe Company’s financial position orcondition, results of operations.operations, or cash flows of a particular reporting period.

The Company was named as a defendant in a civil complaint that was filed in the U.S. District Court for the Middle District of Florida on February 8, 2016 by plaintiff Jonathan Torres. The complaint asserts claims of breach of implied contract, negligence and violations of the Florida Unfair and Deceptive Trade Practices Act arising from the Company’s alleged failure to safeguard customer credit card information and the alleged failure to provide notice that credit card information had been compromised. The complaint seeks certification of a putative nationwide class of consumers impacted by the alleged failures. The plaintiff seeks monetary damages, injunctive and equitable relief, attorneys’ fees, and costs. The Company believes it has meritorious defenses to the action and intends to vigorously oppose the claims asserted in the complaint.

Item 4. Mine Safety Disclosures.

Not applicable.

27


PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

The Company’s common stock is traded on the NASDAQNasdaq Global Select Market (“NASDAQ”Nasdaq”) under the symbol “WEN.” The high and low market prices for The Wendy’s Company common stock are set forth below:

 Market Price
Fiscal QuartersCommon Stock
 High Low
2015   
First Quarter ended March 29$11.39
 $8.96
Second Quarter ended June 2811.58
 10.12
Third Quarter ended September 2711.28
 8.90
Fourth Quarter ended January 310.90
 8.54
    
2014   
First Quarter ended March 30$10.19
 $8.40
Second Quarter ended June 299.18
 8.07
Third Quarter ended September 288.65
 7.88
Fourth Quarter ended December 288.99
 7.61

The Wendy’s CompanyCompany’s common stock is entitled to one vote per share on all matters on which stockholders are entitled to vote. The Wendy’s Company has no class of equity securities currently issued and outstanding except for its common stock. However, it is currently authorized to issue up to 100 million shares of preferred stock.

ForDuring the first three quarters of the 20142017 fiscal year, The Wendy’sthe Company paid quarterly cash dividends of $0.05$0.07 per share of common stock. ForDuring the fourth quarter of the 20142018 fiscal year, and first three quarters of the 2015 fiscal year, The Wendy’s Company paid quarterly cash dividends of $0.055 per share of common stock. For the fourth quarter of the 2015 fiscal year, The Wendy’s Company paid a quarterly cash dividend of $0.06$0.085 per share of common stock.

During the first quarter of 2016, The Wendy’s2019, the Company declared a dividend of $0.06$0.10 per share to be paid on March 15, 20162019 to shareholders of record as of March 1, 2016.2019. Although The Wendy’sthe Company currently intends to continue to declare and pay quarterly cash dividends, there can be no assurance that any additional quarterly cash dividends will be declared or paid or as to the amount or timing of such dividends, if any. Any future dividendsFuture dividend payments, if any, will be made at the discretion of our Board of Directors and will be based on such factors as The Wendy’sthe Company’s earnings, financial condition and cash requirements and other factors.

As of February 24, 2016,19, 2019, there were approximately 29,16224,406 holders of record of The Wendy’s Companythe Company’s common stock.

28

The following table provides information with respect to repurchases of shares of our common stock by us and our “affiliated purchasers” (as defined in Rule 10b-18(a)(3) under the Exchange Act) during the fourth fiscal quarter of 2015:2018:

Issuer Repurchases of Equity Securities

PeriodTotal Number of Shares Purchased (1)Average Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced PlanApproximate Dollar Value of Shares that May Yet Be Purchased Under the Plan (2)
September 28, 2015
through
November 1, 2015		48,124
$8.81
—
$400,114,109
November 2, 2015
through
November 29, 2015		333,398
$10.21
262,348
$397,396,439
November 30, 2015
through
January 3, 2016		1,908,311
$10.68
1,803,217
$378,155,544
Total2,289,833
$10.57
2,065,565
$378,155,544
PeriodTotal Number of Shares Purchased (1)Average Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced PlanApproximate Dollar Value of Shares that May Yet Be Purchased Under the Plan (2)
October 1, 2018
through
November 4, 2018		1,605,477
$17.11
1,595,900
$128,846,202
November 5, 2018
through
December 2, 2018 (3)		4,709,606
$17.49
4,708,578
$166,511,724
December 3, 2018
through
December 30, 2018 (3)		1,293,013
$15.68
1,222,554
$147,416,700
Total7,608,096
$17.10
7,527,032
$147,416,700

(1)Includes 224,26881,064 shares reacquired by The Wendy’sthe Company from holders of share-based awards to satisfy certain requirements associated with the vesting or exercise of the respective award. The shares were valued at the average of the high and low trading prices of our common stock on the vesting or exercise date of such awards.

(2)In June 2015,February 2018, our Board of Directors authorized the repurchase of up to $1,400.0$175.0 million of our common stock through January 1, 2017,March 3, 2019, when and if market conditions warrant and to the extent legally permissible. As a result of the 2018 accelerated share repurchase agreement (the “2018 ASR Agreement”) described below, the February 2018 share repurchase authorization was completed. In August 2018, our Board of Directors authorized an additional share repurchase program for up to $100.0 million of our common stock through December 27, 2019, when and if market conditions warrant and to the extent legally permissible. In November 2018, the Board of Directors approved an increase of $120.0 million to the August 2018 authorization, resulting in a total authorization of $220.0 million.

(3)In November 2018, the Company entered into an accelerated share repurchase agreement (the “2018 ASR Agreement”) with a third-party financial institution to repurchase common stock as part of the Company’s existing share repurchase programs. Under the 2018 ASR Agreement, the Company paid the financial institution an initial purchase price of $75.0 million in cash and received an initial delivery of 3.6 million shares of common stock, representing an estimate of 85%

of the total shares expected to be delivered under the 2018 ASR Agreement. The total number of shares of common stock ultimately purchased by the Company under the 2018 ASR Agreement was based on the average of the daily volume-weighted average prices of the common stock during the term of the 2018 ASR Agreement, less an agreed upon discount. On December 18, 2018, the Company completed the ASR Agreement and received an additional 0.7 million shares of common stock. In total, 4.4 million shares were delivered under the ASR Agreement at an average purchase price of $17.18 per share.

Subsequent to January 3, 2016December 30, 2018 through February 24, 2016,19, 2019, the Company repurchased 2.51.3 million shares with an aggregate purchase price of $24.8$21.5 million, excluding commissions. In February 2019, our Board of Directors authorized the repurchase of up to $225.0 million of our common stock through March 1, 2020, when and if market conditions warrant and to the extent legally permissible. In connection with the February 2019 share repurchase authorization, the November 2018 authorization was canceled.


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Item 6. Selected Financial Data.

The following selected financial data has been derived from our consolidated financial statements. The data set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and notes thereto.
Year Ended (1) (2) (3)
January 3, 2016 December 28, 2014 December 29, 2013 December 30, 2012 January 1, 2012Year Ended (1) (2) (3)
         2018 2017 2016 2015 2014
(In millions, except per share amounts)(In millions, except per share amounts)
Sales (4)$1,438.8
 $1,608.5
 $2,102.9
 $2,129.3
 $2,050.1
$651.6
 $622.8
 $920.8
 $1,438.8
 $1,608.5
Franchise revenues (4)431.5
 390.0
 320.8
 306.0
 303.8
Franchise royalty revenue and fees (4)409.0
 410.5
 371.5
 344.5
 322
Franchise rental income (4)203.3
 190.1
 143.1
 87.0
 68.0
Advertising funds revenue326.0
 —
 —
 —
 —
Revenues1,870.3
 1,998.5
 2,423.7
 2,435.3
 2,353.9
1,589.9
 1,223.4
 1,435.4
 1,870.3
 1,998.5
Cost of sales (4)1,184.1
 1,355.1
 1,780.9
 1,832.2
 1,763.3
System optimization gains, net (5)(74.0) (91.5) (51.3) —
 —
Reorganization and realignment costs (6)21.9
 31.9
 37.0
 41.0
 45.7
Impairment of long-lived assets (7)25.0
 19.6
 36.4
 21.1
 12.9
Impairment of goodwill (8)—
 —
 9.4
 —
 —
Cost of sales (4) (5)548.6
 517.9
 752.1
 1,194.5
 1,364.4
Advertising funds expense321.9
 —
 —
 —
 —
System optimization losses (gains), net (6)(0.5) 39.1
 (71.9) (74.0) (91.5)
Reorganization and realignment costs (7)9.1
 22.6
 10.1
 21.9
 31.9
Impairment of long-lived assets (8)4.7
 4.1
 16.2
 25.0
 19.6
Operating profit274.5
 242.6
 139.3
 110.3
 120.8
249.9
 214.8
 314.8
 274.5
 242.6
Loss on early extinguishment of debt (9)(7.3) —
 (28.6) (75.1) —
(11.5) —
 —
 (7.3) —
Investment income, net (10)52.2
 1.2
 23.6
 36.3
 0.5
450.7
 2.7
 0.7
 52.2
 1.2
(Provision for) benefit from income taxes (11)(114.8) 93.0
 (72.1) (94.1) (76.1)
Income from continuing operations140.0
 116.4
 47.5
 1.2
 7.8
460.1
 194.0
 129.6
 140.0
 116.4
Net income (loss) from discontinued
operations (11)
21.1
 5.0
 (2.9) 8.3
 2.1
Net loss (income) attributable to noncontrolling interests (12)—
 —
 0.9
 (2.4) —
Net income attributable to The Wendy’s Company$161.1
 $121.4
 $45.5
 $7.1
 $9.9
Basic income (loss) per share attributable to
The Wendy’s Company:
         
Net income from discontinued operations—
 —
 —
 21.1
 5.0
Net income$460.1
 $194.0
 $129.6
 $161.1
 $121.4
Basic income per share:         
Continuing operations$.43
 $.31
 $.12
 $—
 $.02
$1.93
 $.79
 $.49
 $.43
 $.31
Discontinued operations.07
 .01
 (.01) .02
 .01
—
 —
 —
 .07
 .01
Net income$.50
 $.33
 $.12
 $.02
 $.02
$1.93
 $.79
 $.49
 $.50
 $.33
Diluted income (loss) per share attributable to The Wendy’s Company:         
Diluted income per share:         
Continuing operations$.43
 $.31
 $.12
 $—
 $.02
$1.88
 $.77
 $.49
 $.43
 $.31
Discontinued operations.06
 .01
 (.01) .02
 .01
—
 —
 —
 .06
 .01
Net income$.49
 $.32
 $.11
 $.02
 $.02
$1.88
 $.77
 $.49
 $.49
 $.32
Dividends per share$.225
 $.205
 $.18
 $.10
 $.08
$.34
 $.28
 $.245
 $.225
 $.205
Weighted average diluted shares outstanding328.7
 376.2
 398.7
 392.1
 407.2
245.0
 252.3
 266.7
 328.7
 376.2
                  
Net cash provided by operating activities (12)$224.2
 $238.8
 $193.8
 $296.2
 $260.1
Capital expenditures69.9
 81.7
 150.0
 251.6
 298.5
January 3, 2016 December 28, 2014 (2) December 29, 2013 (2) December 30, 2012 (2) January 1, 2012 (2)         
    (In millions)    December 30, 2018 December 31, 2017 January 1, 2017 January 3, 2016 December 28, 2014 (2)
Working capital$347.8
 $221.9
 $572.9
 $423.0
 $398.7
Properties1,227.9
 1,241.2
 1,133.2
 1,216.0
 1,154.9
Total assets (13)4,108.7
 4,137.6
 4,352.3
 4,286.3
 4,262.7
Long-term debt, including current portion (13)2,426.1
 1,438.2
 1,451.0
 1,440.7
 1,330.6
    (In millions)    
Total assets$4,292.0
 $4,096.9
 $3,939.3
 $4,108.7
 $4,137.6
Long-term debt, including current portion2,784.4
 2,754.4
 2,512.3
 2,426.1
 1,438.2
Stockholders’ equity$752.9
 $1,717.6
 $1,929.5
 $1,985.9
 $1,996.1
648.4
 573.2
 527.7
 752.9
 1,717.6
_______________


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(1)The Wendy’s Company reports on aCompany’s fiscal year consistingreporting periods consist of 52 or 53 weeks ending on the Sunday closest to December 31. Except for the 2015 fiscal31 and are referred to herein as (1) “the year ended December 30, 2018” or “2018,” which containedconsisted of 52 weeks, (2) “the year ended December 31, 2017” or “2017,” which consisted of 52 weeks, (3) “the year ended January 1, 2017” or “2016,” which consisted of 52 weeks, (4) “the year ended January 3, 2016” or “2015,” which consisted of 53 weeks eachand (5) “the year ended December 28, 2014” or “2014,” which consisted of The Wendy’s Company’s fiscal years presented above contained 52 weeks. All references to years relate to fiscal years rather than calendar years.

(2)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”). The Bakery’s operating results for all periods presented through its May 31, 2015 date of sale are classified as discontinued operations. The Bakery’s assets and liabilities for all periods presented prior to January 3, 2016 have been classified as discontinued operations.

(3)On July 4, 2011, Wendy’s Restaurants completedThe Company applied the salenew revenue recognition guidance using the modified retrospective method, whereby the cumulative effect of 100%initially adopting the guidance was recognized as an adjustment to the opening balance of equity at January 1, 2018. Therefore, periods prior to 2018 do not reflect adjustments for the guidance and are not comparable. See Note 1 of the common stock of its then wholly-owned subsidiary, Arby’s Restaurant Group, Inc. (“Arby’s”). Arby’s operating resultsFinancial Statements and Supplementary Data contained in Item 8 herein for all periods presented through its July 4, 2011 date of sale are classified as discontinued operations.further discussion.

(4)The decline in sales and cost of sales and the related increase in franchise revenues in 2015, 2014royalty revenue and 2013fees and franchise rental income is primarily a result of the sale of Wendy’s company-ownedCompany-operated restaurants to franchisees under our system optimization initiative, which began in 2013. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in Item 7Operations” herein for further discussion.

(5)
The Company reclassified certain restaurant operational costs from general and administrative expense to cost of sales. The prior periods reflect the reclassification of these expenses to conform to the current year presentation. See Note 1 of the Financial Statements and Supplementary Data contained in Item 8 herein for further discussion.

(6)System optimization gains,losses (gains), net includes all gains and losses recognized on dispositions of restaurants and other assets in connection with Wendy’s system optimization initiative. See Note 3 of the Financial Statements and Supplementary Data contained in Item 8 herein for further discussion.

(6)(7)Reorganization and realignment costs include the impact of (1) Wendy’s May 2017 general and administrative (“G&A”) realignment plan in 2017 and 2018, (2) costs related to Wendy’s system optimization initiative (2)in 2014 through 2018 and (3) Wendy’s November 2014 G&A realignment plan (3) the relocation of the Company’s Atlanta restaurant support center to Ohio, (4) the discontinuation of the breakfast daypart at certain restaurants and (5) the sale of Arby’s.in 2014 through 2016. See Note 5 of the Financial Statements and Supplementary Data contained in Item 8 herein for further discussion.

(7)(8)Impairment of long-lived assets primarily includes impairment charges on (1) restaurant-level assets resulting from the Company’s decision to lease and/or sublease properties to franchisees in connection with the sale or anticipated sale of company-ownedCompany-operated restaurants, including any subsequent lease modifications, and (2) restaurant-level assets resulting from the deterioration in operating performance of certain Company-operated restaurants, additional charges for capital improvements in restaurants impaired in prior years which did not subsequently recover and the closure of company-owned restaurants and (3) company-owned aircraft to reflect at fair value.Company-operated restaurants. See Note 17 of the Financial Statements and Supplementary Data contained in Item 8 herein for further discussion.

(8)Impairment of goodwill in 2013 represents impairment of our international franchise restaurants goodwill reporting unit. See Note 10 of the Financial Statements and Supplementary Data contained in Item 8 herein for further discussion.

(9)Loss on early extinguishment of debt primarily relates to refinancings, redemptions and repayments of long-term debt. See Note 12 of the Financial Statements and Supplementary Data contained in Item 8 herein for further discussion.

(10)Investment income, net includes (1) the gain on sale of our remaining ownership interest in Inspire Brands, Inc. (“Inspire Brands”) (formerly Arby’s) during 2018 and (2) the effect of dividends received from our investment in Arby’sInspire Brands during 2015, 20132015. See Note 8 and 2012 and the gain on the sale of our investment in Jurlique during 2012. See Note 18 of the Financial Statements and Supplementary Data contained in Item 8 herein for further discussion.

(11)NetThe benefit from income (loss) from discontinued operations relates totaxes in 2017 includes the saleimpact of the Bakery in all periods presentedTax Cuts and the sale of Arby’s in 2013, 2012 and 2011 and includes post-closing adjustments.Jobs Act. See Note 214 of the Financial Statements and Supplementary Data contained in Item 8 herein for further discussion.

(12)Net loss (income) attributable to noncontrolling interests includesDuring 2018, the impactCompany adopted new accounting guidance for the classification and presentation of restricted cash in our statement of cash flows. The prior periods reflect the consolidationadoption of the Japan JV in 2013 and the sale of our investment in Jurlique in 2012 and is excluded from net income attributable to The Wendy’s Company.this guidance. See Note 81 of the Financial Statements and Supplementary Data contained in Item 8 herein for further discussion.

(13)During the second quarter of 2015, the Company early adopted an amendment requiring debt issuance costs to be presented in the balance sheet as a direct reduction of the related debt liability rather than as an asset. The adoption of this guidance resulted in the reclassification of debt issuance costs from “Total assets” to “Long-term debt, including current portion” for all periods presented prior to January 3, 2016.


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Item 7. 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 consolidated financial statements and the related notes that appear elsewhere within this report. Certain statements we make under this Item 7 constitute “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. See “Special Note Regarding Forward-Looking Statements and Projections” in “Part I” preceding “Item 1 - Business.” You should consider our forward-looking statements in light of the risks discussed under the heading “Risk Factors” in Item 1A above, as well as our consolidated financial statements, related notes and other financial information appearing elsewhere in this report 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 specializing in hamburger sandwiches throughout North America (defined as the United States of America (the “U.S.”) and Canada). Wendy’s also has franchised restaurants in 2730 foreign countries and U.S. territories.

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’s fiscal reporting periods consist of 52 or 53 weeks ending on the Sunday closest to December 31 and are referred to herein as (1) “the year ended January 3, 2016”December 30, 2018” or “2015,“2018,” which consisted of 53 weeks (2) “the year ended December 28, 2014”31, 2017” or “2014,”“2017” and (3) “the year ended December 29, 2013January 3, 2016” or “2016,” or “2013,” bothall of which consisted of 52 weeks. All references to years and quarters relate to fiscal periods rather than calendar periods.

We adopted the new accounting guidance for revenue recognition effective January 1, 2018, which had a material impact on our consolidated financial statements. Beginning with the first quarter of 2018, our financial results reflect adoption of the guidance; however, prior period results were not restated. See Note 1 of the Financial Statements and Supplementary Data contained in Item 8 herein for further information.

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 $25.5 million during 2015, which included transaction closing costs and a reduction of goodwill. The Company recognized income tax expense associated with the gain on disposal of $14.9 million during 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 will provide certain continuing corporate and shared services to the Buyer through March 31, 2016 for no additional consideration.

Sale of Arby’s

On July 4, 2011, Wendy’s Restaurants completed the sale of 100% of the common stock of its then wholly-owned subsidiary, Arby’s Restaurant Group, Inc. (“Arby’s”) to ARG IH Corporation (“ARG”), a wholly-owned subsidiary of ARG Holding Corporation (“ARG Parent”), for $130.0 million in cash (subject to customary purchase price adjustments) and 18.5% of the common stock of ARG Parent (through which Wendy’s Restaurants indirectly retained an 18.5% interest in Arby’s) with a fair value of $19.0 million. We received a $54.9 million dividend from our investment in Arby’s in 2015, which was recognized in “Investment income, net.” During 2013, we received a $40.1 million dividend from our investment in Arby’s, of which $21.1 million was recognized in “Investment income, net” with the remainder recorded as a reduction to the carrying value of our investment in Arby’s.

Our Continuing Business

As of January 3, 2016,December 30, 2018, the Wendy’s restaurant system was comprised of 6,4796,711 restaurants, of which 632353 were owned and operated by the Company. All of our company-ownedCompany-operated 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.


32

Wendy’s operating results are impacted by a number of external factors, including unemployment, general economic trends,commodity costs, labor costs, intense price competition, commodity costsunemployment and weather. Increased commodity costs negatively affected our cost of food during 2014decreased consumer spending levels, general economic and 2013.market trends 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 and strategic price increases on our menu items, (2) investingsystem investment 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 focus on consumer-facing digital platforms and technologies, (5) increased restaurant utilization in various dayparts, and brand access utilizing mobile technology, (5)(6) building shareholder value through financial management strategies and (6)(7) strengthening our operations through our system optimization initiative. Economic relevance includes building shareholder value through financial management strategies and our restaurant ownership optimization program which includes our system optimization initiative.

Wendy’s revenues for 2015 include: (1) $1,438.8 million of sales at company-owned restaurants and (2) $322.6 million of royalty revenue, $87.0 million of rental income and $21.9 million of franchise fees from franchisees. In 2015, substantially all of our Wendy’s royalty agreements provided for royalties of 4.0% of franchise revenues.

Key Business Measures

We track our results of operations and manage our business using the following key business measures, which include non-GAAP financial measures:

Same-Restaurant Sales
- We report Wendy’s same-restaurant sales commencing after new restaurants have been open for at least 15 continuous months and after remodeledas soon as reimaged restaurants have been reopened for three continuous months.reopen. This methodology is consistent with the metric used by our management for internal reporting and analysis. The table summarizing the resultssame-restaurant sales below in “Results of operations belowOperations” provides the same-restaurant sales percent changes. Same-restaurant sales exclude the impact of currency translation.

Restaurant Margin
- We define restaurant margin as sales from company-ownedCompany-operated restaurants less cost of sales divided by sales from company-ownedCompany-operated 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 and closures, price increases, the effectiveness of our advertising and marketing initiatives, featured products, product mix, fluctuations in food and labor costs, restaurant openings, remodels and closures and the level of our fixed and semi-variable costs and fluctuations in food and labor costs.

Systemwide Sales
- Systemwide sales is a non-GAAP financial measure, which includes sales by both company-ownedCompany-operated restaurants and North America franchised restaurants. Franchised restaurants’ sales are reported by our franchisees and represent their revenues from sales at franchised Wendy’s restaurants in North America.restaurants. The Company’s consolidated financial statements do not include sales by franchised restaurants to their customers. The Company believes systemwide sales data is useful in assessing consumer demand for the Company’s products, the overall success of the Wendy’s brand and, ultimately, the performance of the Company. The Company’s royalty revenues are computed as percentages of sales made by Wendy’s franchisees. As a result, sales by Wendy’s franchisees have a direct effect on the Company’s royalty revenues and therefore on the Company’s profitability.

North America Restaurant Average Unit Volumes
- We calculate North America company-ownedCompany-operated restaurant average unit volumes by summing the average weekly sales of all company-ownedCompany-operated restaurants in North America which reported sales during the week.

North America franchisedFranchised restaurant average unit volumes is a non-GAAP financial measure, which includes sales by franchised restaurants, which are reported by our franchisees and represent their revenues from sales at franchised Wendy’s restaurants in North America.restaurants. The Company’s consolidated financial statements do not include sales by franchised restaurants to their customers. The Company believes North America franchised restaurant average unit volumes is useful information for the same reasons described above for “Systemwide Sales.” We calculate North America franchised

33

restaurant average unit volumes by summing the average weekly sales of all franchised restaurants in North America which reported sales during the week.

The Company calculates same-restaurant sales and systemwide sales growth on a constant currency basis. Constant currency results exclude the impact of foreign currency translation and are derived by translating current year results at prior year average exchange rates. The Company believes excluding the impact of foreign currency translation provides better year over year comparability.

Same-restaurant sales and systemwide sales exclude sales from Venezuela and, beginning in the third quarter of 2018, exclude sales from Argentina due to the highly inflationary economies of those countries. The Company considers economies that have had cumulative inflation in excess of 100% over a three-year period as highly inflationary.

The non-GAAP financial measures discussed above do not replace the presentation of the Company’s financial results in accordance with GAAP. Because all companies do not calculate non-GAAP financial measures in the same way, these measures as used by other companies may not be consistent with the way the Company calculates such measures.

Indirect Investment in Inspire Brands

In connection with the sale of Arby’s Restaurant Group, Inc. (“Arby’s”) during 2011, Wendy’s Restaurants obtained an 18.5% equity interest in ARG Holding Corporation (“ARG Parent”) (through which Wendy’s Restaurants indirectly retained an 18.5% interest in Arby’s). The carrying value of our investment was reduced to zero during 2013 in connection with the receipt of a dividend.


Our 18.5% equity interest was diluted to 12.3% on February 5, 2018, when a subsidiary of ARG Parent acquired Buffalo Wild Wings, Inc. As a result, our diluted ownership interest included both the Arby’s and Buffalo Wild Wings brands under the newly formed combined company, Inspire Brands, Inc. (“Inspire Brands”). On August 16, 2018, the Company sold its remaining 12.3% ownership interest to Inspire Brands for $450.0 million and incurred transaction costs of $0.1 million, which were recorded to “Investment income, net.” The Company recorded income tax expense of $97.5 million on the transaction, of which $95.0 million was paid during the fourth quarter of 2018.

General and Administrative (“G&A”) Realignment

In May 2017, the Company initiated a plan to further reduce its G&A expenses. The Company expects to realize a total G&A expense reduction through the plan of approximately $35.0 million, with approximately three-quarters of the reduction realized as of December 30, 2018, and the remainder of the savings expected to be realized in 2019. The Company expects to incur total costs aggregating approximately $32.0 million to $35.0 million, of which $23.0 million to $27.0 million will be cash expenditures, related to such savings. The cash expenditures are expected to continue into 2019, with approximately half of the total cash expenditures occurring in 2018. Costs related to the plan are recorded to “Reorganization and realignment costs.” The Company recognized costs totaling $8.8 million and $21.7 million during 2018 and 2017, respectively, which primarily included severance and related employee costs and share-based compensation. The Company expects to incur additional costs aggregating approximately $4.5 million, comprised of (1) severance and related employee costs of approximately $1.0 million, (2) recruitment and relocation costs of approximately $1.5 million, (3) third-party and other costs of approximately $0.5 million and (4) share-based compensation of approximately $1.5 million. The Company expects to recognize the majority of the remaining costs associated with the plan during 2019.

System Optimization Initiative

In July 2013, the Company announced aThe Company’s system optimization initiative as part of its brand transformation, which includes a shift from company-ownedCompany-operated restaurants to franchised restaurants over time, through acquisitions and dispositions, as well as helping to facilitatefacilitating franchisee-to-franchisee restaurant transfers. In February 2015,transfers (“Franchise Flips”). As of January 1, 2017, the Company announced planscompleted its plan to sell approximately 540 additional restaurants to franchisees and reduce its ongoing company-ownedCompany-operated restaurant ownership to approximately 5% of the total system. While the Company has no plans to reduce its ownership below the approximately 5% level, Wendy’s expects to continue to optimize its system bythrough Franchise Flips, as well as evaluating strategic acquisitions of franchised restaurants and strategic dispositions of Company-operated restaurants to existing and new franchisees, to further strengthen the end of 2016.franchisee base and drive new restaurant development and accelerate reimages in the Image Activation format. During 2015, 20142018 and 2013,2016, the Company completed the sale of 327, 255three and 244 company-owned310 Company-operated restaurants to franchisees, respectively. In addition, the Company facilitated 96, 400 and 144 Franchise Flips during 2018, 2017 and 2016, respectively which included(excluding the sale of all of its company-owned restaurants in Canada. The CompanyDavCo and NPC Transactions discussed below).

Gains and losses recognized net gains totaling $74.0 million, $91.5 million and $51.3 million on the sale of company-owned restaurants and other assets during 2015, 2014 and 2013, respectively, which weredispositions are recorded to “System optimization gains,(gains) losses, net” in our consolidated statements of operations. In addition, during 2015 the Company helped facilitate the transfer of 71 restaurants between franchisees. The Company expects to complete its plan to reduce its company-owned restaurant ownership to approximately 5% with the sale of approximately 315 restaurants during 2016, of which 99 restaurants were classified as held for sale as of January 3, 2016.

Costs related to acquisitions and dispositions under our system optimization initiative are recorded to “Reorganization and realignment costs.”

DavCo and NPC Transactions

As part of our system optimization initiative, the Company acquired 140 Wendy’s restaurants on May 31, 2017 from DavCo Restaurants, LLC (“DavCo”) for total net cash consideration of $86.8 million, which were immediately sold to NPC International, Inc. (“NPC”), an existing franchisee of the Company, for cash proceeds of $70.7 million (collectively, the “DavCo and NPC Transactions”). As part of the NPC transaction, NPC agreed to remodel 90 acquired restaurants in the Image Activation format by the end of 2021 and build 15 new Wendy’s restaurants by the end of 2022. Prior to closing the DavCo transaction, seven DavCo restaurants were closed. The acquisition of Wendy’s restaurants from DavCo was not contingent on executing the sale agreement with NPC; as such, the Company accounted for the DavCo and NPC Transactions as an acquisition and subsequent disposition of a business. As part of the DavCo and NPC Transactions, the Company retained leases for purposes of subleasing such properties to NPC. As a result of the DavCo and NPC Transactions, the Company recognized a loss of $43.6 million during 2017.

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.

In February 2019, the Company entered into a settlement agreement that, if approved and finalized, would result in a class-wide settlement of the class action lawsuits brought by financial institutions against the Company related to this incident. Under the terms of the settlement agreement, the Company and its franchisees will receive a full release of all claims that have or could have been brought by the financial institutions, and the financial institutions will receive $50.0 million, inclusive of attorneys’ fees and costs. After exhaustion of applicable insurance, the Company expects to pay approximately $27.5 million of this amount. The proposed settlement agreement is subject to court approval and, if approved, the Company anticipates that payment will not occur until late 2019 or early 2020. Accordingly, we recorded a liability of $50.0 million and insurance receivables of $22.5 million during 2018.

See “Item 1A. Risk Factors” and Note 23 of the Financial Statements and Supplementary Data contained in Item 8 herein 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 years ended December 30, 2018, December 31, 2017 and January 1, 2017 (except average unit volumes, which are in thousands). The prior periods presented throughout Results of Operations reflect certain reclassifications to conform to the current year presentation. See Note 1 of the Financial Statements and Supplementary Data contained in Item 8 herein for further information.
 2018 2017 2016
 Amount Change Amount Change Amount
Revenues:         
Sales$651.6
 $28.8
 $622.8
 $(298.0) $920.8
Franchise royalty revenue and fees409.0
 (1.5) 410.5
 39.0
 371.5
Franchise rental income203.3
 13.2
 190.1
 47.0
 143.1
Advertising funds revenue326.0
 326.0
 —
 —
 —
 1,589.9
 366.5
 1,223.4
 (212.0) 1,435.4
Costs and expenses:     
    
Cost of sales548.6
 30.7
 517.9
 (234.2) 752.1
Franchise support and other costs25.2
 8.9
 16.3
 9.4
 6.9
Franchise rental expense91.1
 3.1
 88.0
 20.3
 67.7
Advertising funds expense321.9
 321.9
 —
 —
 —
General and administrative217.5
 13.9
 203.6
 (33.2) 236.8
Depreciation and amortization128.9
 3.2
 125.7
 3.0
 122.7
System optimization (gains) losses, net(0.5) (39.6) 39.1
 111.0
 (71.9)
Reorganization and realignment costs9.1
 (13.5) 22.6
 12.5
 10.1
Impairment of long-lived assets4.7
 0.6
 4.1
 (12.1) 16.2
Other operating income, net(6.5) 2.2
 (8.7) 11.3
 (20.0)
 1,340.0
 331.4
 1,008.6
 (112.0) 1,120.6
Operating profit249.9
 35.1
 214.8
 (100.0) 314.8
Interest expense, net(119.6) (1.5) (118.1) (3.3) (114.8)
Loss on early extinguishment of debt(11.5) (11.5) —
 —
 —
Investment income, net450.7
 448.0
 2.7
 2.0
 0.7
Other income, net5.4
 3.8
 1.6
 0.6
 1.0
Income before income taxes574.9
 473.9
 101.0
 (100.7) 201.7
(Provision for) benefit from income taxes(114.8) (207.8) 93.0
 165.1
 (72.1)
Net income$460.1
 $266.1
 $194.0
 $64.4
 $129.6

            
 2018 % of Total Revenues 2017 % of Total Revenues 2016 % of Total Revenues
Revenues:           
Sales$651.6
 41.0% $622.8
 50.9% $920.8
 64.1%
Franchise royalty revenue and fees:           
Royalty revenue377.9
 23.7% 366.0
 29.9% 342.2
 23.9%
Franchise fees31.1
 2.0% 44.5
 3.7% 29.3
 2.0%
Total franchise royalty revenue and fees409.0
 25.7% 410.5
 33.6% 371.5
 25.9%
Franchise rental income203.3
 12.8% 190.1
 15.5% 143.1
 10.0%
Advertising funds revenue326.0
 20.5% —
 —% —
 —%
Total revenues$1,589.9
 100.0% $1,223.4
 100.0% $1,435.4
 100.0%
            
 2018 % of 
Sales		 2017 % of 
Sales		 2016 % of 
Sales
Cost of sales:           
Food and paper$207.0
 31.8% $196.4
 31.6% $278.6
 30.3%
Restaurant labor194.4
 29.8% 183.8
 29.5% 265.6
 28.8%
Occupancy, advertising and other operating costs147.2
 22.6% 137.7
 22.1% 207.9
 22.6%
Total cost of sales$548.6
 84.2% $517.9
 83.2% $752.1
 81.7%

 2018 % of Sales 2017 % of Sales 2016 % of Sales
Restaurant margin$103.0
 15.8% $104.9
 16.8% $168.7
 18.3%

The tables below present key business measures which are defined and further discussed in the “Executive Overview” section included herein.
 2018 2017 2016
Key business measures:     
North America same-restaurant sales growth:     
Company-operated restaurants1.3% 0.2% 2.7%
Franchised restaurants0.8% 2.1% 1.4%
Systemwide0.9% 2.0% 1.6%
      
Global same-restaurant sales growth:     
Company-operated restaurants1.3% 0.2% 2.7%
Franchised restaurants (a)1.0% 2.2% 1.4%
Systemwide (a)1.0% 2.1% 1.5%
________________

(a)Includes international franchised restaurants same-restaurant sales (excluding Venezuela, and excluding Argentina beginning in the third quarter of 2018, due to the impact of the highly inflationary economies of those countries).


 2018 2017 2016
Key business measures (continued):     
Systemwide sales: (a)     
Company-operated$651.6
 $622.8
 $920.8
North America franchised9,342.1
 9,183.1
 8,589.0
North America systemwide9,993.7
 9,805.9
 9,509.8
International franchised (b)518.9
 477.3
 420.4
Global systemwide$10,512.6
 $10,283.2
 $9,930.2
      
Restaurant average unit volumes (in thousands):     
Company-operated$1,918.0
 $1,876.8
 $1,783.4
North America franchised1,619.9
 1,599.1
 1,551.1
North America systemwide1,636.4
 1,614.2
 1,571.0
International franchised (b) (c)1,082.7
 1,104.5
 1,137.9
Global systemwide$1,596.1
 $1,580.4
 $1,545.9
________________

(a)During 2018 and 2017, North America systemwide sales increased 2.0% and 3.0%, respectively, international franchised sales increased 13.0% and 14.8%, respectively, and global systemwide sales increased 2.5% and 3.5%, respectively, on a constant currency basis.

(b)Excludes Venezuela, and excludes Argentina beginning in the third quarter of 2018, due to the impact of the highly inflationary economies of those countries.

(c)The decrease in average unit volumes for international franchised restaurants is primarily driven by changes in the countries and territories in which the franchised restaurants operate, as well as the impact of foreign currency translation.

 Company-operated North America Franchised International Franchised Systemwide
Restaurant count:       
Restaurant count at January 1, 2017330
 5,768
 439
 6,537
Opened11
 86
 77
 174
Closed(4) (61) (12) (77)
Restaurant count at December 31, 2017337
 5,793
 504
 6,634
Opened7
 101
 51
 159
Closed(5) (55) (22) (82)
Net purchased from (sold by) franchisees14
 (14) —
 —
Restaurant count at December 30, 2018353
 5,825
 533
 6,711

SalesChange
 2018 2017
Sales$28.8
 $(298.0)

The increase in sales during 2018 was primarily due to a 1.3% increase in Company-operated same-restaurant sales, as well as a net increase in the number of Company-operated restaurants in operation during 2018 compared to 2017. Company-operated same-restaurant sales improved due to an increase in our average per customer check amount, reflecting benefits from strategic price increases on our menu items and changes in product mix. These benefits were partially offset by a decrease in customer count.

The decrease in sales during 2017 was primarily due to the impact of selling Company-operated restaurants to franchisees under our system optimization initiative, which resulted in a reduction in sales of $316.4 million. Company-operated same-restaurant sales during 2017 increased 0.2%, primarily due to an increase in our average per customer check amount, which was

partially offset by a decrease in customer count. Our per customer check amount increased primarily due to benefits from changes in product mix and strategic price increases on our menu items. Sales also benefited from higher sales growth at our new and remodeled Image Activation restaurants.

Franchise Royalty Revenue and FeesChange
 2018 2017
Royalty revenue$11.9
 $23.8
Franchise fees(13.4) 15.2
 $(1.5) $39.0

The increase in franchise royalty revenue during 2018 was due to the absence of one incentive program for Image Activation restaurant remodels that largely ended at December 31, 2017, as well as a net increase in the number of franchise restaurants in operation during 2018 compared to 2017. Royalty revenue was also positively impacted by a 1.0% increase in franchise same-restaurant sales.

The decrease in franchise fees during 2018 was primarily due to facilitating fewer Franchise Flips and the related impact of the new accounting guidance for revenue recognition effective January 1, 2018. The Company facilitated 96 and 400 Franchise Flips during 2018 and 2017, respectively (excluding the DavCo and NPC Transactions discussed above). Franchise Flip technical assistance fees are recognized as revenue over the contractual term of the franchise agreements under the new accounting guidance. Under previous guidance, technical assistance fees received in connection with Franchise Flips were recognized as revenue when the franchise agreements were signed and the restaurants opened. See Note 1 of the Financial Statements and Supplementary Data contained in Item 8 herein for further information regarding the new accounting guidance for revenue recognition. This decrease in franchise fees during 2018 was partially offset by an increase in fees for providing information technology services to franchisees and other miscellaneous franchise fees.

The increase in franchise royalty revenue and fees during 2017 was primarily due to facilitating Franchise Flips and prior year sales of Company-operated restaurants to franchisees under our system optimization initiative. Royalty revenue also benefited from a 2.2% increase in franchise same-restaurant sales.

Franchise Rental IncomeChange
 2018 2017
Franchise rental income$13.2
 $47.0

The increase in franchise rental income during 2018 was primarily due to subleasing properties to franchisees in connection with facilitating Franchise Flips during 2017. The increase in franchise rental income during 2017 was primarily due to leasing and/or subleasing properties to franchisees in connection with the sale of Company-operated restaurants during 2016 and facilitating Franchise Flips.

Advertising Funds RevenueChange
 2018 2017
Advertising funds revenue$326.0
 $—

The Company maintains two national advertising funds established to collect and administer funds contributed for use in advertising and promotional programs for Company-operated and franchised restaurants in the U.S. and Canada. Franchisees make contributions to the national advertising funds based on a percentage of sales of the franchised restaurants. Under the new accounting guidance for revenue recognition effective January 1, 2018, the revenue of the national advertising funds is fully consolidated into the Company’s consolidated statements of operations.


Cost of Sales, as a Percent of SalesChange
 2018 2017
Food and paper0.2% 1.3 %
Restaurant labor0.3% 0.7 %
Occupancy, advertising and other operating costs0.5% (0.5)%
 1.0% 1.5 %

The increase in cost of sales, as a percent of sales, during 2018 was primarily due to an increase in restaurant labor rates, higher commodity costs and higher insurance costs, partially offset by benefits from strategic price increases on our menu items.

The increase in cost of sales, as a percent of sales, during 2017 was primarily due to an increase in commodity costs, reflecting higher chicken, bacon and beef costs, as well as an increase in restaurant labor rates.

Franchise Support and Other CostsChange
 2018 2017
Franchise support and other costs$8.9
 $9.4

The increase in franchise support and other costs during 2018 and 2017 was primarily due to costs incurred to provide information technology and other services to our franchisees.

Franchise Rental ExpenseChange
 2018 2017
Franchise rental expense$3.1
 $20.3

Franchise rental expense in 2018 and 2017 increased as a result of entering into new leases in connection with facilitating Franchise Flips for purposes of subleasing such properties to the franchisee. The increase in franchise rental expense during 2017 also increased due to subleasing properties to franchisees that were previously Company-operated restaurants and as such, had been previously recorded in cost of sales.

Advertising Funds ExpenseChange
 2018 2017
Advertising funds expense$321.9
 $—

The expenses of the national advertising funds are now fully consolidated into the Company’s consolidated statements of operations under the new accounting guidance for revenue recognition effective January 1, 2018. During 2015,2018, advertising funds revenue exceeded advertising funds expense by $4.1 million due to the timing of the Company’s advertising spend.

General and AdministrativeChange
 2018 2017
Legal reserves$26.9
 $(1.9)
Employee compensation and related expenses(10.1) (11.2)
Professional services(2.8) (13.7)
Severance(0.1) (4.7)
Other, net—
 (1.7)
 $13.9
 $(33.2)

The increase in general and administrative expenses during 2018 was primarily due to an increase in legal reserves resulting from litigation associated with a cybersecurity incident (see Note 23 of the Financial Statements and Supplementary Data contained in Item 8 herein for further information). This increase was partially offset by decreases in (1) employee compensation and related expenses, reflecting a decrease in incentive compensation accruals and changes in staffing driven by our G&A realignment plan and (2) professional services, including lower legal fees.

The decrease in general and administrative expenses during 2017 was primarily due to decreases in (1) professional services due to legal and other costs associated with a cybersecurity incident recognized during 2016 (see Note 23 of the Financial Statements and Supplementary Data contained in Item 8 herein for further information), (2) employee compensation and related expenses, primarily as a result of changes in staffing driven by our system optimization initiative and a decrease in incentive compensation accruals, and (3) severance expense.

Depreciation and AmortizationChange
 2018 2017
Restaurants$(0.3) $(1.9)
Corporate and other3.5
 4.9
 $3.2
 $3.0

The decrease in restaurant depreciation and amortization during 2018 was primarily due to the assignment of certain leases to a franchisee, resulting in the write-off of the related net investment in the lease, partially offset by the impact of capital leases resulting from facilitating Franchise Flips during 2017. Corporate and other expense increased due to an increase in depreciation and amortization for technology investments.

The decrease in restaurant depreciation and amortization during 2017 was primarily due to a decrease in depreciation on assets sold under our system optimization initiative of $4.0 million, partially offset by the impact of capital leases resulting from facilitating Franchise Flips during 2017. Corporate and other expense increased due to an increase in depreciation and amortization for technology investments.

System Optimization (Gains) Losses, NetYear Ended
 2018 2017 2016
System optimization (gains) losses, net$(0.5) $39.1
 $(71.9)

System optimization (gains) losses, net during 2018 were comprised of post-closing adjustments on previous sales of restaurants, gains (losses) on the sale of surplus properties and a gain on the sale of three Company-operated restaurants to a franchisee. During 2017, system optimization (gains) losses, net included a loss of $43.6 million resulting from the DavCo and NPC Transactions. During 2016, the Company sold 310 Company-operated restaurants to franchisees. See Note 3 of the Financial Statements and Supplementary Data contained in Item 8 herein for further information.

Reorganization and Realignment CostsYear Ended
 2018 2017 2016
G&A realignment - May 2017 plan$8.8
 $21.7
 $—
G&A realignment - November 2014 plan—
 —
 0.7
System optimization initiative0.3
 0.9
 9.4
 $9.1
 $22.6
 $10.1

In May 2017, the Company initiated a G&A realignment plan to further reduce its G&A expenses following the November 2014 and 2013,plan discussed below. During 2018, the Company recognized costs associated with this plan totaling $11.6$8.8 million, $19.0 million and $31.1 million, respectively, which primarily included (1) severance and related employee costs accelerated depreciationof $3.8 million, (2) third-party and amortization,other costs of $2.4 million and (3) share-based compensation expenseof $1.6 million. During 2017, the Company recognized costs associated with this plan totaling $21.7 million, which primarily included (1) severance and professional fees. The Company expects to incur additionalrelated employee costs of approximately $8.6$15.0 million, during 2016 in connection with its system optimization initiative, which are primarily comprised(2) share-based compensation of professional fees of $7.0$5.1 million and accelerated amortization(3) third-party and other costs of previously acquired franchise rights related to company-owned restaurants in territories that will be sold to franchisees of approximately $1.6$1.1 million.

G&A Realignment

In November 2014, the Company initiated a plan to reduce its general and administrativeG&A 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. During 2016, costs primarily included recruitment and relocation costs. The Company recognized costs totaling $10.3 milliondid not incur any expenses during 2018 or 2017 related to the plan and $12.9 million during 2015 and 2014, respectively, which primarily included severance and related employee costs and share-based compensation and were recorded to “Reorganization and realignment costs.” The Company expectsdoes not expect to incur additional costs aggregating approximately $1.9 million during 2016, comprised primarily of recruitment and relocation costs for the reinvestment in resources to drive long-term growth.

Securitized Financing Facility

As further described below in “Liquidity and Capital Resources - Securitized Financing Facility,” on June 1, 2015, the Company completed a $2,275.0 million securitized financing facility, which consists of the following: $875.0 million of 3.371%, $900.0 million of 4.080% and $500.0 million of 4.497% Series 2015-1 fixed rate senior secured notes (collectively, the “Series 2015-1 Class A-2Notes”). In addition, the Company entered into a purchase agreement for the issuance of Series 2015-1 variable funding senior secured notes, Class A-1 (the “Series 2015-1 Class A-1 Notes” and, together with the Series 2015-1 Class A-2 Notes, the “Series 2015-1 Senior Notes”), which allows for the issuance of up to $150.0 million of variable funding notes and certain other credit instruments, including letters of credit. The proceeds from the issuance of the Series 2015-1 Class A-2 Notes, were used to repay all amounts outstanding on the Term A Loans and Term B Loans under the Company’s May 16, 2013 Restated Credit Agreement amended on September 24, 2013 (the “2013 Restated Credit Agreement”). In connection with the repayment of the Term A Loans and Term B Loans, the Company terminated the related interest rate swaps with notional amounts totaling $350.0 million and $100.0 million, respectively, which had been designated as cash flow hedges. As a result, the Company recorded a loss on early extinguishment of debt of $7.3 million during the second quarter of 2015, primarily consisting of the write-off of deferred costs related to the 2013 Restated Credit Agreement of $7.2 million and fees paid to terminate the related interest rate swaps of $0.1 million.


34

Related Party Transactions

Stock Purchase Agreement

On June 2, 2015, the Company entered into a stock purchase agreement to repurchase 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 resigned from the Company’s Board of Directors on 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”), who in the aggregate owned approximately 24.8% of the Company’s outstanding shares as of May 29, 2015. Pursuant to the agreement, the Trian Group agreed not to tender or sell any of its shares in the modified Dutch auction tender offer the Company commenced on June 3, 2015. Also pursuant to the agreement, the Company agreed, following completion of the tender offer, to purchase from the Trian Group a pro rata amount of its shares based on the number of shares the Company purchased in the tender offer, at the same price received by shareholders who participated in the tender offer. On July 17, 2015, after completion of the modified Dutch auction tender offer, the Company repurchased 18.4 million shares of its common stock from the Trian Group at the price paid in the tender offer of $11.45 per share, for an aggregate purchase price of $210.9 million.

Supply Chain Relationship Agreement

Wendy’s has a purchasing co-op relationship agreement (the “Wendy’s Co-op”) with its franchisees which establishes Quality Supply Chain Co-op, Inc. (“QSCC”). QSCC manages, for the Wendy’s system in the U.S. and Canada, contracts for the purchase and distribution of food, proprietary paper, operating supplies and equipment under national agreements with pricing based upon total system volume. QSCC’s supply chain management facilitates continuity of supply and provides consolidated purchasing efficiencies while monitoring and seeking to minimize possible obsolete inventory throughout the Wendy’s supply chain in the U.S. and Canada.

Wendy’s and its franchisees pay sourcing fees to third-party vendors on certain products sourced by QSCC. Such sourcing fees are remitted by these vendors to QSCC and are the primary means of funding QSCC’s operations. Should QSCC’s sourcing fees exceed its expected needs, QSCC’s board of directors may return some or all of the excess to its members in the form of a patronage dividend. Wendy’s recorded its share of patronage dividends of $1.3 million, $1.5 million and $3.3 million in 2015, 2014 and 2013, respectively, which are included as a reduction of “Cost of sales.”

Effective January 1, 2011, Wendy’s leased 14,333 square feet of office space to QSCC for an annual base rental of $0.2 million. The lease expires on December 31, 2016.

CitationAir Aircraft Lease Agreement

The Wendy’s Company, through a wholly-owned subsidiary, was party to a three-year aircraft management and lease agreement, which expired in March 2014, with CitationAir, a subsidiary of Cessna Aircraft Company, pursuant to which the Company leased a corporate aircraft to CitationAir to use as part of its Jet Card program fleet. The Company entered into the lease agreement as a means of offsetting the cost of owning and operating the corporate aircraft by receiving revenue from third parties’ use of such aircraft. Under the terms of the lease agreement, the Company paid annual management and flight crew fees to CitationAir and reimbursed CitationAir for maintenance costs and fuel usage related to the corporate aircraft. In return, CitationAir paid a negotiated fee to the Company based on the number of hours that the corporate aircraft was used by Jet Card members. This fee was reduced based on the number of hours that (1) the Company used other aircraft in the Jet Card program fleet and (2) Jet Card members who are affiliated with the Company used the corporate aircraft or other aircraft in the Jet Card program fleet. The Company’s participation in the aircraft management and lease agreement reduced the aggregate costs that the Company would otherwise have incurred in connection with owning and operating the corporate aircraft. Under the terms of the lease agreement, the Company’s directors had the opportunity to become Jet Card members and to use aircraft in the Jet Card program fleet at the same negotiated fee paid by the Company as provided for under the lease agreement. During the first quarter of 2014 and throughout 2013, our Chairman, who was our former Chief Executive Officer, and our Vice Chairman, who was our former President and Chief Operating Officer (the “Former Executives”) and a director, who was our former Vice Chairman, and members of their immediate families, used their Jet Card agreements for business and personal travel on aircraft in the Jet Card program fleet. A management company formed by the Former Executives and a director, who was our former Vice Chairman (the “Management Company”), paid CitationAir directly, and the Company received credit from CitationAir for charges related to such travel of approximately $0.4 million and $1.4 million during 2014 and 2013, respectively.


35

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. Wendy’s paid TimWen $12.1 million, $6.3 million and $6.9 million under these lease agreements during 2015, 2014 and 2013, respectively. Prior to 2015, franchisees paid TimWen directly for these subleases. In addition, TimWen paid Wendy’s a management fee under the TimWen joint venture agreement, of $0.2 million, $0.2 million and $0.3 million during 2015, 2014 and 2013, respectively, which has been included as a reduction to “General and administrative.”

Franchisee Incentive Programs

Franchise 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 remodel 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 remodel program described above to include waiving the franchise agreement renewal fee for certain types of remodels.
In addition, Wendy’s had incentive programs that included reductions in royalty payments in 2015 and 2014 as well as cash incentives for franchisees’ participation in Wendy’s Image Activation program throughout 2014 and 2013. The Company recognized expense of $4.4 million and $9.2 million for cash incentives in “General and administrative” during 2014 and 2013, respectively.

Franchisee Image Activation Financing Program

In addition to the Image Activation incentive programs described above, 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 has provided to the lender a $6.0 million irrevocable stand-by letter of credit, which was issued on July 1, 2013.


36

Results of Operations

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 December 29, 2014 through May 31, 2015 and for the years ended 2014 and 2013 have been included in “Income (loss) from discontinued operations, net of income taxes” in the table below. In addition, as a result of the sale of Arby’s as discussed above in “Executive Overview - Sale of Arby’s,” Arby’s results of operations for all periods presented have been included in “Income (loss) from discontinued operations, net of income taxes” in the table below.

The tables included throughout Results of Operations set forth in millions the Company’s consolidated results of operations for the years ended January 3, 2016, December 28, 2014 and December 29, 2013 (except average unit volumes, which are in thousands).
 2015 2014 2013
 Amount Change Amount Change Amount
Revenues:         
Sales$1,438.8
 $(169.7) $1,608.5
 $(494.4) $2,102.9
Franchise revenues431.5
 41.5
 390.0
 69.2
 320.8
 1,870.3
 (128.2) 1,998.5
 (425.2) 2,423.7
Costs and expenses:     
    
Cost of sales1,184.1
 (171.0) 1,355.1
 (425.8) 1,780.9
General and administrative256.6
 (4.1) 260.7
 (30.9) 291.6
Depreciation and amortization145.0
 (8.9) 153.9
 (21.5) 175.4
System optimization gains, net(74.0) 17.5
 (91.5) (40.2) (51.3)
Reorganization and realignment costs21.9
 (10.0) 31.9
 (5.1) 37.0
Impairment of long-lived assets25.0
 5.4
 19.6
 (16.8) 36.4
Impairment of goodwill—
 —
 —
 (9.4) 9.4
Other operating expense, net37.2
 11.0
 26.2
 21.2
 5.0
 1,595.8
 (160.1) 1,755.9
 (528.5) 2,284.4
Operating profit274.5
 31.9
 242.6
 103.3
 139.3
Interest expense(86.1) (34.1) (52.0) 16.6
 (68.6)
Loss on early extinguishment of debt(7.3) (7.3) —
 28.6
 (28.6)
Investment income, net52.2
 51.0
 1.2
 (22.4) 23.6
Other income (expense), net0.8
 0.1
 0.7
 2.8
 (2.1)
Income from continuing operations before income taxes and noncontrolling interests234.1
 41.6
 192.5
 128.9
 63.6
Provision for income taxes(94.1) (18.0) (76.1) (60.0) (16.1)
Income from continuing operations140.0
 23.6
 116.4
 68.9
 47.5
Discontinued operations:         
Income (loss) from discontinued operations, net of income taxes10.5
 5.5
 5.0
 7.9
 (2.9)
Gain on disposal of discontinued operations, net of income taxes10.6
 10.6
 —
 —
 —
Net income (loss) from discontinued operations21.1
 16.1
 5.0
 7.9
 (2.9)
Net income161.1
 39.7
 121.4
 76.8
 44.6
Net loss attributable to noncontrolling interests—
 —
 —
 (0.9) 0.9
Net income attributable to
The Wendy’s Company
$161.1
 $39.7
 $121.4
 $75.9
 $45.5

37

            
 2015   2014   2013  
Revenues:           
Sales$1,438.8
   $1,608.5
   $2,102.9
  
Franchise revenues:           
Royalty revenue322.6
   308.7
   285.9
  
Rental income87.0
   68.0
   26.6
  
Franchise fees21.9
   13.3
   8.3
  
Total franchise revenues431.5
   390.0
   320.8
  
Total revenues$1,870.3
   $1,998.5
   $2,423.7
  
            
 2015 % of 
Sales		 2014 % of 
Sales		 2013 % of 
Sales
Cost of sales:           
Food and paper$460.0
 32.0% $525.6
 32.7% $690.0
 32.8%
Restaurant labor406.4
 28.2% 466.8
 29.0% 623.6
 29.7%
Occupancy, advertising and other operating costs317.7
 22.1% 362.7
 22.5% 467.3
 22.2%
Total cost of sales$1,184.1
 82.3% $1,355.1
 84.2% $1,780.9
 84.7%

 2015 % of Sales 2014 % of Sales 2013 % of Sales
Restaurant margin$254.7
 17.7% $253.4
 15.8% $322.0
 15.3%
costs.




























38

The table below presents key business measures which are definedDuring 2018, 2017 and further discussed in the “Executive Overview” section included here-in.
 2015 2014 2013
Key business measures:     
North America same-restaurant sales (a):     
Company-owned restaurants2.6% 2.3% 1.9%
Franchised restaurants3.4% 1.5% 1.7%
Systemwide3.3% 1.6% 1.8%
      
Total same-restaurant sales (a):     
Company-owned restaurants2.6% 2.3% 1.9%
Franchised restaurants (b)3.2% 1.3% 1.4%
Systemwide (b)3.1% 1.4% 1.5%
      
Systemwide sales:     
Company-owned restaurants$1,438.8
 $1,608.5
 $2,102.9
North America franchised restaurants8,032.0
 7,465.6
 6,865.5
      
North America restaurant average unit volumes (in thousands) (a):     
Company-owned restaurants$1,643.6
 $1,593.4
 $1,514.0
Franchised restaurants1,520.0
 1,468.3
 1,442.1
________________

(a)
Excludes the impact of the 53rd week in 2015.
(b)Includes international franchised restaurants same-restaurant sales (excluding Venezuela).

 Company-owned Franchised Systemwide
Restaurant count:     
Restaurant count at December 29, 20131,183
 5,374
 6,557
Opened16
 87
 103
Closed(32) (113) (145)
Net (sold to) purchased by franchisees(210) 210
 —
Restaurant count at December 28, 2014957
 5,558
 6,515
Opened21
 88
 109
Closed(23) (122) (145)
Net (sold to) purchased by franchisees(323) 323
 —
Restaurant count at January 3, 2016632
 5,847
 6,479

SalesChange
 2015 2014
Sales$(169.7) $(494.4)

The decrease in sales during 2015 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 $271.0 million. This decrease in sales was partially offset by sales during the 53rd week of 2015 of $19.2 million, which were excluded from same-restaurant-sales, and sales from restaurants acquired of $36.9 million. Company-owned same-restaurant sales during 2015 increased due to an increase in our average per customer check amount, which reflects benefits from strategic price increases on our menu items and changes in product mix.

39

Same-restaurant sales also benefited from higher sales growth at our new and remodeled Image Activation restaurants and a slight increase in customer count. The customer count increase for the year was driven by significantly higher customer transactions during the fourth quarter of 2015, which resulted in a company-owned same-restaurant sales increase of 3.7% during the fourth quarter of 2015 compared to the fourth quarter of 2014. Sales during 2015 were negatively impacted by $7.4 million due to changes in Canadian foreign currency rates relative to the U.S. dollar.

The decrease in sales in 2014 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 $499.5 million. Company-owned same-restaurant sales during 2014 increased due to an increase in our average per customer check amount, in part offset by a decrease in customer count. Our average per customer check amount increased primarily due to benefits from strategic price increases on our menu items and changes in the composition of our sales. Same-restaurant sales also benefited from higher sales growth at our new and remodeled Image Activation restaurants. However, sales during 2014 were negatively impacted by temporary closures of restaurants being remodeled under our Image Activation program, which are excluded from same-restaurant sales. Sales during 2014 were also negatively impacted by $15.5 million due to changes in Canadian foreign currency rates relative to the U.S. dollar.

Franchise RevenuesChange
 2015 2014
Royalty revenues$13.9
 $22.8
Rental income19.0
 41.4
Franchise fees8.6
 5.0
 $41.5
 $69.2

The increase in franchise revenues during 2015 was primarily due to increases in rental income and initial franchise fees primarily resulting from sales of company-owned restaurants to franchisees and helping to facilitate franchisee-to-franchisee restaurant transfers under our system optimization initiative. In addition, royalty revenue increased due to a net increase in the number of franchise restaurants in operation during 2015 compared to 2014. Royalty revenue was also positively impacted by a 3.2% increase in franchise same-restaurant sales, which excludes sales during the 53rd week of fiscal 2015. We believe franchise same-restaurant sales were higher than company-owned same-restaurant sales during 2015 due to higher price increases. Royalty revenues also include approximately $6.0 million for the 53rd week of 2015.

The increase in franchise revenues during 2014 was primarily due to increases in rental income and initial franchise fees resulting primarily from sales of company-owned restaurants to franchisees under our system optimization initiative. In addition, royalty revenue increased due to a net increase in the number of franchise restaurants in operation during 2014 compared to 2013. Royalty revenue was also positively impacted by a 1.3% increase in franchise same-restaurant sales. We believe franchise same-restaurant sales were lower than company-owned same-restaurant sales due to fewer franchise Image Activation restaurants in operation during 2014.

Cost of Sales, as a Percent of SalesChange
 2015 2014
Food and paper(0.7)% (0.1)%
Restaurant labor(0.8)% (0.7)%
Occupancy, advertising and other operating costs(0.4)% 0.3 %
 (1.9)% (0.5)%

The decrease in cost of sales, as a percent of sales, during 2015 was due to benefits from strategic price increases on our menu items and higher sales at our Image Activation restaurants. As a percent of sales, commodity costs were flat compared with prior year, as higher beef prices were offset by lower prices of other commodities. The impact of the 53rd week in 2015 on cost of sales, as a percent of sales, was not material.

The decrease in cost of sales, as a percent of sales, during 2014 was due to benefits from strategic price increases on our menu items and changes in the composition of our sales. As a percent of sales, this decrease in cost was partially offset by increased commodity costs, primarily from higher beef prices and the impact of a decrease in customer count on certain fixed operating costs.


40

General and AdministrativeChange
 2015 2014
Share-based compensation$(6.3) $5.8
Franchise incentives(4.6) (4.9)
Employee compensation and related expenses(4.3) (14.9)
Incentive compensation13.5
 (13.9)
Severance expense0.4
 (3.8)
Other, net(2.8) 0.8
 $(4.1) $(30.9)

The decrease in general and administrative expenses during 2015 was primarily due to (1) a decrease in share-based compensation primarily as a result of awards granted and timing of expense recognition, (2) a decrease in franchise incentives due to the 2015 Image Activation incentive program solely including royalty reductions as compared to our 2014 program which also included a cash incentive and (3) a decrease in employee compensation and related expenses primarily as a result of the realignment of our U.S. field operations and Restaurant Support Center in Dublin, Ohio as part of our G&A realignment plan to reduce general and administrative expenses. These decreases were partially offset by higher incentive compensation accruals due to stronger operating performance as compared to plan in 2015 versus 2014.

The decrease in general and administrative expenses during 2014 was primarily due to decreases in (1) employee compensation and related expenses primarily as a result of the consolidation of regional and divisional territories as part of our system optimization initiative, (2) incentive compensation accruals due to weaker operating performance as compared to plan in 2014 versus 2013, (3) franchise incentives due to lower cash incentives offered under our 2014 Image Activation incentive program compared to our 2013 program and (4) severance expense primarily as a result of a separation agreement with an executive in 2013. These decreases were partially offset by an increase in share-based compensation as a result of awards granted and timing of expense recognition.

Depreciation and AmortizationChange
 2015 2014
Restaurants$(8.7) $(18.5)
Corporate and other(0.2) (3.0)
 $(8.9) $(21.5)

The decrease in restaurant depreciation and amortization during 2015 was primarily due to decreases in (1) accelerated depreciation on existing assets that are being replaced as part of our Image Activation program of $10.7 million and (2) depreciation on assets sold or classified as held for sale under our system optimization initiative of $10.2 million. These decreases were partially offset by an increase in restaurant depreciation and amortization of $13.2 million on new and reimaged Image Activation restaurants.

The decrease in restaurant depreciation and amortization during 2014 was primarily due to decreases in (1) depreciation of assets sold under our system optimization initiative of $11.7 million and (2) accelerated depreciation on existing assets that are being replaced as part of our Image Activation program of $18.8 million. These decreases were partially offset by an increase in restaurant depreciation and amortization of $9.0 million during 2014 on new and reimaged Image Activation restaurants. Corporate and other depreciation expense decreased primarily due to the sale of our aircraft during 2014 and reduced depreciation on assets at our Canadian corporate location in connection with our system optimization initiative.

System Optimization Gains, NetYear Ended
 2015 2014 2013
System optimization gains, net$(74.0) $(91.5) $(51.3)

During 2015, 2014 and 2013, the Company sold 327, 255 and 244 company-owned restaurants to franchisees, respectively, under its system optimization initiative. System optimization gains, net in 2014 includes the impact of recording net favorable lease assets of $36.3 million as a result of leasing and/or subleasing land, buildings, and/or leasehold improvements to franchisees, in connection with the sales of restaurants. See Note 3 of the Financial Statements and Supplementary Data contained in Item 8 herein for further discussion.

41

Reorganization and Realignment CostsYear Ended
 2015 2014 2013
G&A realignment$10.3
 $12.9
 $—
System optimization initiative11.6
 19.0
 31.0
Facilities relocation and other transition costs—
 —
 4.6
Breakfast discontinuation—
 —
 1.1
Arby’s transaction related costs—
 —
 0.3
 $21.9
 $31.9
 $37.0

In November 2014, the Company initiated the realignment of its U.S. field operations and Restaurant Support Center in Dublin, Ohio to reduce its general and administrative expenses. As a result, the Company recorded costs during 2015 aggregating $10.3 million, which primarily included (1) share-based compensation expense of $5.6 million, (2) severance and related employee costs of $3.0 million and (3) recruitment and relocation costs of $1.7 million. During 2014, the Company recorded costs aggregating $12.9 million, which primarily included severance and related employee costs.

During the 2015, 2014 and 2013,2016, the Company recognized costs associated with its system optimization initiative totaling $11.6$0.3 million, $19.0$0.9 million and $31.0$9.4 million, respectively. In 2015,During 2018 and 2017, costs primarily included professional fees. During 2016, costs primarily included professional fees of $7.4 million and accelerated amortization of previously acquired franchise rights related to company-owned restaurants in territories that will be sold to franchisees of $6.4 million and professional fees of $3.4$1.6 million. In 2014, costs primarily included (1) severance and related employee costs of $7.6 million, (2) share-based compensation expense of $3.8 million and (3) professional fees of $3.4 million. In 2013, costs primarily included (1) accelerated amortization of previously acquired franchise rights in territories that were sold of $16.9 million and (2) severance and related employee costs of $9.7 million.

During 2013, the Company incurred facilities relocation and other transition costs aggregating $4.6 million related to the relocation of the Atlanta restaurant support center to Ohio, which was substantially completed during 2012. In addition, during 2013, the Company reflected costs totaling $1.1 million resulting from the discontinuation of the breakfast daypart at certain restaurants and recorded transaction related costs aggregating $0.3 million as a result of the sale of Arby’s in July 2011.

Impairment of Long-Lived AssetsChangeChange
2015 20142018 2017
Impairment of long-lived assets$5.4
 $(16.8)$0.6
 $(12.1)

The changeschange in impairment charges wereduring 2018 was primarily driven by variations in losses resulting from the deterioration in operating performance of certain Company-operated restaurants and charges for capital improvements in previously impaired restaurants that did not subsequently recover. Such impairment charges totaled $4.1 million and $3.2 million during 2018 and 2017, respectively.

The change in impairment charges during 2017 was driven by variations in losses from the remeasurement of properties to fair value upon determination that the assets will be leased and/or subleased to franchisees in connection with the sale of company-ownedCompany-operated restaurants. Such impairment charges totaled $19.2 million, $12.0$0.2 million and $20.5$14.0 million during 2015, 20142017 and 2013,2016, respectively.

During 2013, the Company decided to sell its company-owned aircraft and recorded an impairment charge of $5.3 million to reflect the aircraft at fair value based on current market values. The aircraft were sold during 2014 resulting in a net loss of $0.3 million.

Impairment of Goodwill

In 2013, our annual goodwill impairment test resulted in an impairment charge of $9.4 million, which represented all of the goodwill recorded for our international franchise restaurants reporting unit. In 2015, 2014 and 2013, we concluded there was no impairment of goodwill for our North America company-owned and franchise restaurants reporting unit.


42

Other Operating Expense, NetYear Ended
Other Operating Income, NetYear Ended
2015 2014 20132018 2017 2016
Lease expense$47.8
 $37.8
 $13.6
Lease buyout$0.8
 $(1.4) $(12.4)
Equity in earnings in joint ventures, net(9.2) (10.2) (9.7)(8.1) (7.6) (8.4)
Other(1.4) (1.4) 1.1
0.8
 0.3
 0.8
$37.2
 $26.2
 $5.0
$(6.5) $(8.7) $(20.0)

The increasechange in other operating expense,income, net during 20152018 and 20142017 was primarily due to increaseslease buyout activity and variations in income from our equity method investments.

Interest Expense, NetChange
 2018 2017
Interest expense, net$1.5
 $3.3

Interest expense, net increased during 2018 and 2017 due to an increase in capital lease expenseobligations resulting from subleasing properties to franchisees that were previously operated as company-owned restaurantsfacilitating Franchise Flips during 2017 and as such, had been previously recorded in cost of sales. Lease expense in 2015 also increased as a result of entering into new leases in connection with helping to facilitate franchisee-to-franchisee restaurant transfers for purposes of subleasing such properties to the franchisee.franchisee, partially offset in 2018 by a decrease in amortization of debt issuance costs.

Interest ExpenseChange
 2015 2014
Series 2015-1 Senior Notes$57.3
 $—
6.20% Senior Notes—
 (11.1)
Term loans(23.8) (5.1)
Other, net0.6
 (0.4)
 $34.1
 $(16.6)

The increase in interest expense during 2015 was primarily a result of the Company completing a $2,275.0 million securitized financing facility on June 1, 2015, as further discussed in “Liquidity and Capital Resources - Securitized Financing Facility.” The proceeds were used to repay all amounts outstanding on the Term A Loans and Term B Loans under the Company’s 2013 Restated Credit Agreement. The securitized financing facility includes the Series 2015-1 Class A-2 Notes, which are comprised of fixed interest rate notes, and the Series 2015-1 Class A-1 Notes, which allow for the issuance up to $150.0 million of variable funding notes. The principal amounts outstanding on the Series 2015-1 Class A-2 Notes significantly exceed the amounts that were outstanding on the Term A Loans and Term B Loans. In addition, the Series 2015-1 Class A-2 Notes bear fixed-rate interest at rates higher than our historical effective interest rates on our variable interest rate Term A Loans and Term B Loans.

The decrease in interest expense during 2014 was primarily due to the redemption of the Wendy’s 6.20% Senior Notes (the “6.20% Senior Notes”) in October 2013 and lower effective interest rates on the Term A Loans and Term B Loans compared to the prior term loan as a result of the 2013 Restated Credit Agreement, which amended the Credit Agreement dated May 15, 2012 (the “2012 Credit Agreement”) on May 16, 2013. This decrease in interest expense was partially offset by the effect of higher weighted average principal amounts outstanding on the term loans during 2014 compared to 2013.

Loss on Early Extinguishment of Debt
Loss on Early Extinguishment of DebtChange
 2018 2017
Loss on early extinguishment of debt$11.5
 $—

During 2015,the first quarter of 2018, the Company incurred a loss on the early extinguishment of debt as a result of repaying all amountsredeeming the outstanding on the Term A Loans and Term B Loans under the 2013 Restated Credit Agreement,Series 2015-1 Class A-2-I Notes with the proceeds from its securitized financing facility further discussed in “Liquidity and Capital Resources - Securitized Financing Facility.”the sale of the Series 2018-1 Class A-2 Notes. The loss on the early extinguishment of debt of $11.5 million was primarily comprised of the write-off of certain deferred financing costs associated with the 2013 Restated Credit Agreement of $7.2 million and fees paid to terminate the related interest rate swaps of $0.1 million.

43


During 2013, Wendy’s incurred a loss on the early extinguishment of debt as a result of (1) refinancing its 2012 Credit Agreement on May 16, 2013 and (2) redeeming the 6.20% Senior Notes on October 24, 2013 and terminating the related interest rate swaps, as follows:specified make-whole payment.

 Year Ended
 2013
Deferred costs associated with the 2012 Credit Agreement$11.5
Unaccreted discount on Term B Loans9.6
Premium payment to redeem the 6.20% Senior Notes8.4
Unaccreted fair value adjustment associated with the 6.20% Senior Notes3.2
Benefit from cumulative effect of fair value hedges(4.1)
Loss on early extinguishment of debt$28.6
Investment Income, NetChange
 2018 2017
Gain on sale of investments, net$447.4
 $2.1
Other than temporary loss on investment0.3
 (0.3)
Other, net0.3
 0.2
 $448.0
 $2.0

Investment income, net increased during 2018 due to the $450.0 million gain recorded on the sale of the Company’s remaining ownership interest in Inspire Brands on August 16, 2018. See Note 8 of the Financial Statements and Supplementary Data contained in Item 8 herein for further discussion. Investment income, net increased during 2017 due to the sale of certain cost method investments.

Investment Income, NetChange
 2015 2014
Distributions, including dividends$54.7
 $(23.9)
Sale of investments, net(0.6) 1.7
Other than temporary loss on investment(3.2) —
Other, net0.1
 (0.2)
 $51.0
 $(22.4)

The increase in distributions, including dividends in 2015 was primarily a result of a $54.9 million dividend we received from our investment in Arby’s, which was recognized in investment income, net. The decrease in distributions, including dividends in 2014 was primarily a result of a $40.1 million dividend we received from our investment in Arby’s during 2013, of which $21.1 million was recognized in investment income, net with the remainder recorded as a reduction to the carrying value of our investment in Arby’s.

Provision for Income TaxesChange
 2015 2014
Federal and state provision on variance in income from continuing operations before income taxes and noncontrolling interests$(14.7) $(54.4)
System optimization initiative(5.7) 3.2
Valuation allowances(0.9) (11.2)
Dividend received deduction3.5
 —
Non-deductible international goodwill impairment—
 3.1
Other(0.2) (0.7)
 $(18.0) $(60.0)
(Provision for) Benefit from Income TaxesYear Ended
 2018 2017 2016
Income before income taxes$574.9
 $101.0
 $201.7
(Provision for) benefit from income taxes(114.8) 93.0
 (72.1)
Effective tax rate on income20.0% (92.1)% 35.7%

Our income taxeseffective tax rates in 2015, 20142018, 2017 and 20132016 were impacted by variations in income from continuing operations before income taxes, and noncontrolling interests, adjusted for recurring items such as non-deductible expenses and state income taxes, as well as non-recurring discrete items. In 2018, our effective state income tax rate was favorably impacted by the sale of our remaining ownership interest in Inspire Brands, the gain on which is primarily allocable to a jurisdiction that does not tax such gains (see Note 8 of the Financial Statements and Supplementary Data contained in Item 8 herein for further discussion). Discrete items, which may occur in any given year but are not consistent from year to year include the following: (1) on December 22, 2017, the impactU.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”), which resulted in a benefit of $140.4 million in 2017, which was subsequently adjusted in 2018 by recording an expense of $2.2 million (see below, as well as Note 14 of the Financial Statements and Supplementary Data contained in Item 8 herein for further information), (2) our system optimization initiative further described below, (2)(including corrections to prior years identified and recorded in 2017 and 2016, which resulted in a benefit of $2.2 million and $7.1 million, respectively), (3) valuation allowances (to the extent not reflected in the Tax Act amount), which decreased in 2018 and 2016 and increased in 2015 and 20142017 primarily as a result of changes in expected future state taxable income available to offset certain state net operating loss carryforwards, and (3)(4) excess tax benefits and tax deficiencies related to share-based payments, which resulted in a benefit of $10.2 million and $5.2 million in 2018 and 2017, respectively.

In our initial analysis of the impact of the Tax Act, we recorded a discrete net tax benefit of $140.4 million for the year ended December 31, 2017. This net benefit primarily consisted of a benefit of $164.9 million for the impact of the corporate rate reduction on our net deferred tax liabilities, partially offset by a net expense of $22.2 million for the international-related provisions, including the transition tax (and the related impact to our recorded valuation allowance) and deferred taxes recorded on foreign earnings previously considered permanently reinvested. The Company recognized the provisional tax impacts related to the revaluation of deferred tax assets and liabilities and the transition tax and included these amounts in its consolidated financial statements for the year ended December 31, 2017. In 2018, subsequent guidance from the Internal Revenue Service on the international provisions of the Tax Act (such as the transition tax and the tax on global intangible low-taxed income (“GILTI”)) and on the limits on the deduction for a dividend receivedof certain executive compensation, in 2015 fromaddition to adjusting estimates of deferred tax assets and liabilities to the actual amounts reported on our investment2017 federal and state income tax returns, resulted in Arby’s. an adjustment to our provisional amounts. Accordingly, an expense of $2.2 million was recorded in 2018.

The impact of our system optimization initiative on the provision for income taxes included the following: (1)effects of the disposition of non-deductible goodwill, includedand changes to our state deferred taxes and valuation allowances on state net operating losses caused by the shifting relative taxable presence in the gain on sale of restaurants of $7.4 million, $9.4 million and $7.5 million in 2015, 2014 and 2013, respectively, (2) a related increase in net deferred state taxes of $1.6 million and $5.1 million in 2015 and 2013, respectively, and (3) an increase in valuation allowances of $4.5 million in 2015.


44

Net Income (Loss) from Discontinued OperationsYear Ended
 2015 2014 2013
Income (loss) from discontinued operations before income taxes$14.9
 $8.7
 $(5.0)
(Provision for) benefit from income taxes(4.4) (3.7) 2.1
Income (loss) from discontinued operations, net of income taxes10.5
 5.0
 (2.9)
Gain on disposal of discontinued operations before income taxes25.5
 —
 —
Provision for income taxes on gain on disposal(14.9) —
 —
Gain on disposal of discontinued operations, net of income taxes10.6
 —
 —
Net income (loss) from discontinued operations$21.1
 $5.0
 $(2.9)

As a result ofvarious states as our system optimization initiative is executed. These items, which are non-recurring, (decreased) increased the sale of the Bakery as discussed above in “Executive Overview - Sale of the Bakery,” the Bakery’s results of operations for the period from December 29, 2014 through May 31, 2015 and for the years ended 2014 and 2013 have been included in “Income (loss) from discontinued operations, net of income taxes” in the table above. Income (loss) from discontinued operations includes a $13.5 million charge to cost of sales in 2013 resulting from the Bakery’s withdrawal from a multiemployer pension plan and the subsequent reversal in 2015 of $12.5 million. See Note 19 of the Financial Statements and Supplementary Data contained in Item 8 herein for further discussion.

During 2015, the Company recognized a gain on the disposal of the Bakery of $10.6 million, net of income tax expense of $14.9 million which has been included in net income from discontinued operations. The provision for income taxes by ($1.1) million, $15.0 million and $2.8 million during 2018, 2017 and 2016, respectively.

Based on certain provisions contained in the gain on disposal includesTax Act, the impactunrepatriated earnings of non-deductible goodwill disposed of as a resultforeign subsidiaries, primarily Canadian, are no longer considered permanently invested outside of the sale.

Net income (loss) from discontinued operations during 2013 also includesU.S. As of December 30, 2018, we have provided a loss from discontinued operationsdeferred foreign tax provision of $0.3$2.0 million related to our sale of Arby’s, net of a benefit from income taxes of $0.2 million.

Net Loss Attributable to Noncontrolling Interests

A wholly-owned subsidiary of Wendy’s entered into a joint venture for the operation of Wendy’s restaurants in Japan (the “Japan JV”) with Ernest M. Higa and Higa Industries, Ltd., a corporation organized under the laws of Japan (collectively, the “Higa Partners”) during the second quarter of 2011. We have reflected a net loss attributable to noncontrolling interests of $0.9 million in 2013 as a result of the consolidation of the Japan JV in the second quarter of 2013. Prior to the consolidation, the Japan JV was accounted for as an equity method investment and we reported our 49% share of the net loss of the Japan JV in “Other operating expense, net.” On December 27, 2013, Wendy’s transferred its interest in the Japan JV to Higa Industries, Ltd. for nominal consideration, terminating the joint venture, and establishing the Japan JV as a wholly-owned entity of the Higa Partners. Therefore, Wendy’s deconsolidated the Japan JV and recognized a loss of $1.7 million in 2013, which was included in “Other operating expense, net.”on these unrepatriated earnings.

Outlook for 20162019

Sales

We expect sales will be favorably impacted primarily by improving our North America business through continuing core menu improvement, product innovation, strategic price increases on our menu items and focused execution of operational excellence and brand positioning. The impact of Wendy’s restaurants soldWe also expect sales will be favorably impacted by increased investment in 2015 and expected to be sold under our ongoing system optimization initiative in 2016 will continue to have a negative impact on sales.consumer-facing digital technology.

Franchise RevenuesRoyalty Revenue and Fees

We expect that the sales trends for franchised restaurants willto continue to be generally impactedbenefited by the factors described above under “Sales” related to the improvements in the North America business. TheIn addition, we expect franchise royalty revenue and fees will be favorably impacted by an increase in the number of franchise restaurants in operation.

Franchise Rental Income and Expense

We expect franchise rental income and franchise rental expense to increase by approximately $40.0 million, with no impact to net income, due to the new accounting guidance on leases, which requires lessors to recognize lessees’ payments to the Company for executory costs on a gross basis as revenue with a corresponding expense. See Note 1 of sales of company-owned restaurants to franchiseesthe Financial Statements and helping to facilitate franchisee-to-franchisee restaurant transfers under our system optimization initiative will continue to resultSupplementary Data contained in increased franchise royalties and rental income.Item 8 herein for further information regarding the new accounting guidance on leases.

Cost of Sales

We expect cost of sales, as a percent of sales, willto be favorably impacted by the same factors described above for sales. Weunder “Sales,” and to also expect cost of sales, as a percent of sales, to be positively impacted by a decrease in commodity costs, driven primarily by

45

lower beef prices.benefit from productivity initiatives. We expect these favorable impacts on cost of sales, as a percent of sales, to be partially offset by higher restaurant labor due to increases in wages.wages, as well as an increase in commodity costs.

DepreciationFranchise Support and AmortizationOther Costs

We expect depreciationfranchise support and amortizationother costs will decrease primarilybe unfavorably impacted by increased investment in consumer-facing digital technology in franchised restaurants.

General and Administrative

We expect general and administrative expense to be negatively impacted by incentive compensation, as a result of reducingwell as by adding additional resources to support our mix of company-owned restaurants to franchise restaurants throughinvestment in consumer-facing digital technology and our system optimization initiative. As a result, we also expect accelerated depreciation and depreciation for new and reimaged restaurants under our Image Activation program to decrease.international organization. These decreasesitems are expected to be partially offset by an increase in depreciation and amortization for technology investments.

Other Operating Expense, Net

We expect other operating expense, net to continue to increase due to increases in lease expense resulting from subleasing properties to franchisees that were previously operated as company-owned restaurants and as such, had been previously recorded in cost of sales. Lease expense is also expected to continue to increase as a result of entering into new leases in connection with helping to facilitate franchisee-to-franchisee restaurant transfers for purposes of subleasing such properties to the franchisee.

Interest Expense

We expect interest expense will increase in 2016 due to thefavorable impact of the securitized financing facility completed during the second quarter of 2015 as further described below in “Liquidity and Capital Resources - Securitized Financing Facility.”May 2017 G&A realignment plan.


Liquidity and Capital Resources

The tables included throughout Liquidity and Capital Resources present dollars in millions.Cash Flows

SourcesOur primary sources of liquidity and Uses of Cash

2015 Compared with 2014

Cash provided by operating activities decreased $42.3 million during 2015 as compared to 2014, due to changes in our net incomecapital resources are cash flows from operations and non-cash items as well as the following:

•
a $49.9 million unfavorable impact in accounts and notes receivable for the comparable periods primarily due to (1) an increase in receivables for income tax refunds and (2) an increase in royalty, rent and property tax receivables as a result of an increase in franchise restaurants in connection with our system optimization initiative and the impact of the 53rd week on royalty receivables;

an increase of $32.0 million in interest payments resulting from the securitized financing facility;

an increase of $23.6 million in restricted cash for the payment of interestborrowings under our securitized financing facility; and

paymentsfacility. Principal uses of $7.3 million to terminate our cash flow hedges; partially offset by

a $27.1 million favorable impact in accruedare operating expenses, and other current liabilities for the comparable periods primarily due to an increase in the incentive compensation accrual for the 2015 fiscal year due to stronger operating performance as compared to plan in 2015 versus 2014, as well as a decrease in payments for the 2014 fiscal year. This favorable impact was partially offset by an increase in income tax payments, net of refunds.

Additionally in 2015, we received a cash dividend of $54.9 million from our investment in Arby’s, which was recognized in income.

Cash provided by investing activities increased $223.2 million during 2015 as compared to 2014, primarily due to the following:

$78.4 million in proceeds from the sale of the Bakery;

a decrease of $52.7 million in payments for restaurant acquisitions;

a decrease of $46.8 million in capital expenditures; and

46

an increase of $43.0 million in proceeds from dispositions related to our system optimization initiative.

Cash used in financing activities decreased $198.8 million during 2015 as compared to 2014, primarily due to the following:

a net increase in cash provided by long-term debt activities of $961.3 million primarily resulting from the securitized financing facility and the related repayment of the 2013 Restated Credit Agreement; partially offset by

an increase inexpenditures, repurchases of common stock of $797.5 million.

The net cash provided by our business before the effect of exchange rate changes on cash was $72.1 million.

2014 Compared with 2013

Cash provided by operating activities decreased $75.1 million during 2014 as comparedand dividends to 2013, primarily due to changes in our net income and non-cash items as well as the following:

a $47.6 million unfavorable impact in accrued expenses and other current liabilities for the comparable periods. This unfavorable impact was primarily due to (1) a decrease in the incentive compensation accrual for the 2014 fiscal year due to weaker operating performance as compared to plan in 2014 versus 2013, as well as an increase in payments for the 2013 fiscal year, (2) an increase in income tax payments, net of refunds and (3) an increase in franchise incentive payments and a decrease in the accrual for our Image Activation franchise incentive programs. These unfavorable changes were partially offset by a decrease in interest payments primarily resulting from the redemption of the 6.20% Senior Notes in October 2013 and lower effective interest rates on our term loans due to the effect of the Restated Credit Agreement in May 2013.

Additionally in 2013, we received a cash dividend of $40.1 million from our investment in Arby’s, of which $21.1 million was recognized in income, with the remainder recorded as a reduction to the carrying value of our investment, as discussed below.

Cash used in investing activities increased $111.1 million during 2014 as compared to 2013, primarily due to the following:

an increase of $74.2 million in capital expenditures primarily for our Image Activation program;

an increase in cash used for acquisitions of franchised restaurants of $49.3 million;

a decrease of $20.6 million in cash provided by investment activities, net due to the dividend received from Arby’s in 2013, of which $19.0 million was recorded as a return of our investment; partially offset by

a favorable change in restricted cash of $20.3 million related to cash collateral for outstanding letters of credit; and

an increase of $12.3 million in proceeds from dispositions related to our system optimization initiative.

Cash used in financing activities increased $251.7 million during 2014 as compared to 2013, primarily due to the following:

an increase in repurchases of common stock of $231.9 million;

a net increase in cash used for long-term debt activities of $12.7 million;

a decrease in proceeds from the exercise of stock options of $11.6 million; and

an increase in dividend payments of $4.4 million.

The net cash used in our business before the effect of exchange rate changes on cash was $307.6 million.


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Sources and Uses of Cash for 2016shareholders.

Our anticipated consolidated sources of cash and cash requirements for 20162019 exclusive of operating cash flow requirements consist principally of:

capital expenditures of approximately $140.0$75.0 million to $80.0 million as discussed below in “Capital Expenditures;”

quarterly cash dividends aggregating up to approximately $64.8$92.1 million as discussed below in “Dividends;” and

stock repurchases of $21.5 million under our November 2018 authorization and potential stock repurchases of up to $378.2$225.0 million of which $24.8 million was repurchased subsequent to January 3, 2016 throughunder our February 24, 20162019 authorization as discussed below in “Stock Repurchases;Repurchases.” and

restaurant acquisitions and dispositions under our system optimization initiative.

Based upon current levels of operations, the Company expects that available cash and cash flows from operations will provide sufficient liquidity to meet operating cash requirements for the next 12 months.
The table below summarizes our cash flows from operating, investing and financing activities for each of the past three fiscal years:
 2018 2017 2016
 Amount Change Amount Change Amount
Net cash provided by (used in):         
Operating activities$224.2
 $(14.6) $238.8
 $45.0
 $193.8
Investing activities362.9
 455.1
 (92.2) (199.3) 107.1
Financing activities(305.7) (89.9) (215.8) 196.2
 (412.0)
Effect of exchange rate changes on cash(7.7) (13.8) 6.1
 4.0
 2.1
Net increase (decrease) in cash, cash equivalents and restricted cash$273.7
 336.8
 $(63.1) $45.9
 $(109.0)

Operating Activities

Cash provided by operating activities was $224.2 million, $238.8 million and $193.8 million in 2018, 2017 and 2016, respectively. Cash provided by operating activities consists primarily of net income, adjusted for non-cash expenses such as depreciation and amortization, deferred income tax and share-based compensation, and the net change in operating assets and liabilities. Cash provided by operating activities decreased $14.6 million during 2018 as compared to 2017, primarily due to an increase in cash paid for income taxes, reflecting the payment of income taxes associated with the gain on sale of our remaining ownership interest in Inspire Brands. This increase in cash paid for income taxes was largely offset by a favorable change in operating assets and liabilities, which resulted primarily from (1) the timing of payments for marketing expenses of the national advertising funds, (2) the timing of collections of royalty receivables and (3) a decrease in payments for incentive compensation.

Cash provided by operating activities increased $45.0 million during 2017 as compared to 2016, primarily due to (1) an increase in net income adjusted for non-cash expenses, (2) a decrease in income tax payments, net of refunds and (3) a decrease in payments for incentive compensation. These favorable changes were partially offset by the timing of payments for marketing expenses of the national advertising funds.

Investing Activities

Cash provided by investing activities increased $455.1 million during 2018 as compared to 2017, primarily due to (1) an increase in proceeds from sales of investments of $445.9 million, reflecting the sale of our remaining ownership interest in Inspire Brands during 2018, (2) net cash used in the DavCo and NPC Transactions during 2017 of $16.1 million, (3) a decrease in capital expenditures of $11.9 million and (4) an increase in proceeds from notes receivable, net of payments, of $10.0 million. These favorable changes were partially offset by (1) an increase in cash used for the acquisition of franchised restaurants of $21.4 million and (2) a decrease in proceeds from dispositions of $7.6 million.


Cash used in investing activities increased $199.3 million during 2017 as compared to 2016, primarily due to (1) a decrease in proceeds from dispositions of Company-operated restaurants and other assets of $251.3 million and (2) net cash used in the DavCo and NPC Transactions of $16.1 million. These unfavorable changes were partially offset by a decrease of $68.3 million in capital expenditures.

Financing Activities

Cash used in financing activities increased $89.9 million during 2018 as compared to 2017, primarily due to (1) an increase in repurchases of common stock of $143.6 million, (2) an increase in dividends of $12.2 million and (3) the settlement of a supplemental purchase price liability associated with the acquisition of DavCo of $6.3 million. These changes were partially offset by (1) a net increase in cash provided by long-term debt activities of $45.8 million, reflecting the completion of a refinancing transaction during the first quarter of 2018, and (2) an increase in proceeds from stock option exercises, net of payments related to tax withholding for share-based compensation, of $26.3 million.

Cash used in financing activities decreased $196.2 million during 2017 as compared to 2016, primarily due to a decrease in repurchases of common stock of $210.7 million.

Capitalization
Year EndYear End
20152018 2017
Long-term debt, including current portion$2,426.1
$2,784.4
 $2,754.4
Stockholders’ equity752.9
648.4
 573.2
$3,179.0
$3,432.8
 $3,327.6

The Wendy’s Company’s total capitalization at January 3, 2016December 30, 2018 increased $23.2$105.2 million from $3,155.8$3,327.6 million at December 28, 201431, 2017 and was impacted principally by the following:

comprehensive income of $444.6 million;

treasury share issuances of $52.7 million for exercises and vestings of share-based compensation awards; and

a net increase in long-term debt, including current portion and unamortized debt issuance costs, of $987.9$30.0 million, primarily resulting from the securitized financing facility andcompletion of a refinancing transaction during the related repaymentfirst quarter of the 2013 Restated Credit Agreement;

comprehensive income of $121.6 million;

tax benefit from share-based compensation of $46.7 million;

treasury share issuances of $38.1 million for exercises and vestings of share-based compensation awards;2018; partially offset by

stock repurchases of $1,100.4$270.4 million; and

dividends paid of $71.8 million.$80.5 million; and

the cumulative effect of change in accounting principle of $70.2 million related to the adoption of the new accounting guidance for revenue recognition.

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Long-Term Debt, Including Current Portion
 Year End
 2015
Series 2015-1 Class A-2-I Notes$872.8
Series 2015-1 Class A-2-II Notes897.8
Series 2015-1 Class A-2-III Notes498.8
7% debentures87.0
Capital lease obligations109.1
Unamortized debt issuance costs (a)(39.4)
Total long-term debt, including current portion$2,426.1
_______________
 Year End
 2018
Series 2018-1 Class A-2-I Notes$445.5
Series 2018-1 Class A-2-II Notes470.3
Series 2015-1 Class A-2-II Notes870.7
Series 2015-1 Class A-2-III Notes483.7
7% debentures90.8
Capital lease obligations455.6
Unamortized debt issuance costs(32.2)
Total long-term debt, including current portion$2,784.4

(a)During the second quarter of 2015, the Company early adopted an amendment requiring debt issuance costs to be presented in the balance sheet as a direct reduction of the related debt liability rather than as an asset.

Except as described below, there were no material changes to the terms of any debt obligations since December 28, 2014.31, 2017. The Company was in compliance with its debt covenants as of December 30, 2018. See Note 12 of the Financial Statements and Supplementary Data contained in Item 8 herein for further information related to our long-term debt obligations.

Securitized Financing Facility

On June 1, 2015,January 17, 2018, Wendy’s Funding, LLC (“Wendy’s Funding” or the(the “Master Issuer”), a limited-purpose, bankruptcy-remote, wholly-owned indirect subsidiary of The Wendy’sthe Company, entered intocompleted a base indenture and a related supplemental indenture (collectively, the “Indenture”)refinancing transaction under which the Master Issuer may issue multiple series of notes. Onissued fixed rate senior secured notes in the same date, the Master Issuer issued the Series 2015-1 Class A-2 Notes, which consists of Series 2015-1 3.371% Fixed Rate Senior Secured Notes,following 2018-1 series: Class A-2-I (the “Class A-2-I Notes”) with an interest rate of 3.573% and initial principal amount of $875.0$450.0 million Series 2015-1 4.080% Fixed Rate Senior Secured Notes,and Class A-2-II (the “Class A-2-II Notes”) with an interest rate of 3.884% and initial principal amount of $900.0$475.0 million and(collectively, the “Series 2018-1 Class A-2 Notes”). The net proceeds from the sale of the Series 2018-1 Class A-2 Notes were used to redeem the Master Issuer’s outstanding Series 2015-1 4.497% Fixed Rate Senior SecuredClass A-2-I Notes, Class A-2-III, (the “Class A-2-III Notes”) with an initial principal amount of $500.0 million. In addition,to pay prepayment and transaction costs and for general corporate purposes.

Concurrently, the Master Issuer entered into a revolving financing facility of Series 2018-1 Variable Funding Senior Secured Notes, Class A-1 (the “Series 2018-1 Class A-1 Notes”), which allows for the drawing of up to $150.0 million under the Series 2015-1 Class A-1 Notes, which include certainusing various credit instruments, including a letter of credit facility. No amounts were borrowed under the Series 2018-1 Class A-1 Notes during 2018. The Series 2015-1 Class A-1 Notes were issued under the Indenture and allow for drawings on a revolving basis. During the third quarter of 2015, the Company borrowed and repaid $19.0 million under the Series 2015-1 Class A-1 Notes.

The Series 2015-1 Senior Notes were issued in a securitization transaction pursuant to which certain of the Company’s domestic and foreign revenue-generating assets, consisting principally of franchise-related agreements, real estate assets, and intellectual property and license agreements for the use of intellectual property, were contributed or otherwise transferred to the Master Issuer and certain other limited-purpose, bankruptcy-remote, wholly-owned indirect subsidiaries of the Company that act as guarantors (the “Guarantors”) of the Series 2015-1 Senior Notes and that have pledged substantially all of their assets, excluding certain real estate assets and subject to certain limitations, to secure the Series 2015-1 Senior Notes.

Interest and principal paymentscanceled on the Series 2015-1 Class A-2 Notes are payable on a quarterly basis. The requirement to make such quarterly principal payments on the Series 2015-1 Class A-2 Notes is subject to certain financial conditions set forth in the Indenture. The legal final maturityclosing date of the Series 2015-I Class A-2 Notes is in June 2045, but, unless earlier prepaid to the extent permitted under the Indenture, the anticipated repayment dates of the Class A-2-I Notes, the Class A-2-II Notes and the Class A-2-III Notes will be 4.25, 7 and 10 years, respectively, from the date of issuance (the “Anticipated Repayment Dates”). If the Master Issuer has not repaid or refinanced the Series 2015-1 Class A-2 Notes prior to the respective Anticipated Repayment Dates, additional interest will accrue pursuant to the Indenture.

The Series 2015-1 Class A-1 Notes will accrue interest at a variable interest rate based on (i) the prime rate, (ii) overnight federal funds rates, (iii) the London interbank offered rate for U.S. Dollars or (iv) with respect to advances made by conduit investors, the weighted average cost of, or related to, the issuance of commercial paper allocated to fund or maintain such advances, in each case plus any applicable margin and as specified in the Series 2015-1 Class A-1 note agreement. There is a commitment fee on the unused portion of the Series 2015-1 Class A-1 Notes which ranges from 0.50% to 0.85% based on utilization. It is anticipated that the principal and interest on the Series 2015-1 Class A-1 Notes will be repaid in full on or prior to June 2020, subject to two additional one-year extensions. Following the anticipated repayment date (and any extensions thereof), additional

49

interest will accrue on the Series 2015-1 Class A-1 Notes equal to 5.0% per year. As of January 3, 2016, $23.0 million of letters of credit were outstanding against the Series 2015-1 Class A-1 Notes which relate primarily to interest reserves required under the Indenture.

During the year ended January 3, 2016, the Company incurred debt issuance costs of $43.8 million in connection with the issuance of the Series 2015-1 Senior Notes. The debt issuance costs are being amortized to “Interest expense” through the Anticipated Repayment Dates of the Series 2015-1 Senior Notes utilizing the effective interest rate method. As of January 3, 2016, the effective interest rates, including the amortization of debt issuance costs, were 3.790%, 4.339% and 4.681% for the Class A-2-I Notes, Class A-2-II Notes and Class A-2-III Notes, respectively.

The Series 2015-1 Senior Notes are subject to a series of covenants and restrictions customary for transactions of this type, including (i) that the Master Issuer maintains specified reserve accounts to be used to make required payments in respect of the Series 2015-1 Senior Notes, (ii) provisions relating to optional and mandatory prepayments and the related payment of specified amounts, including specified make-whole payments in the case of the Series 2015-1 Class A-2 Notes under certain circumstances, (iii) certain indemnification payments in the event, among other things, the assets pledged as collateral for the Series 2015-1 Senior Notes are in stated ways defective or ineffective and (iv) covenants relating to recordkeeping, access to information and similar matters. The Series 2015-1 Senior Notes are also subject to customary rapid amortization events provided for in the Indenture, including events tied to failure to maintain stated debt service coverage ratios, the sum of global gross sales for specified restaurants being below certain levels on certain measurement dates, certain manager termination events, an event of default, and the failure to repay or refinance the Series 2015-1 Class A-2 Notes on the applicable scheduled maturity date. The Series 2015-1 Senior Notes are also subject to certain customary events of default, including events relating to non-payment of required interest, principal, or other amounts due on or with respecttransferred to the Series 2015-1 Senior Notes, failure to comply with covenants within certain time frames, certain bankruptcy events, breaches of specified representations and warranties, failure of security interests to be effective, and certain judgments. The Company was in compliance with these covenants as of January 3, 2016.

In accordance with the Indenture, certain cash accounts have been established with the Indenture trustee for the benefit of the trustee and the noteholders, and are restricted in their use. As of January 3, 2016, Wendy’s Funding had restricted cash of $29.3 million, which primarily represented cash collections and cash reserves held by the trustee to be used for payments of principal, interest and commitment fees required for the Series 2015-12018-1 Class A-2A-1 Notes.

The proceedsWe may from time to time seek to repurchase a portion of our outstanding long-term debt, including our 7% debentures assumed in the issuanceWendy’s Merger, through open market purchases, privately negotiated transactions or otherwise.  Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.  Whether or not to repurchase any debt and the size and timing of the Series 2015-1 Class A-2 Notes, were used to repay all amounts outstanding on the Term A Loans and Term B Loans under the 2013 Restated Credit Agreement. In connection with the repayment of the Term A Loans and Term B Loans, Wendy’s terminated the related interest rate swaps with notional amounts totaling $350.0 million and $100.0 million, respectively, which had been designated as cash flow hedges. See Note 13 for more information on the interest rate swaps. As a result, the Company recorded a loss on early extinguishment of debt of $7.3 million during the second quarter of 2015, primarily consisting of the write-off of deferred costs related to the 2013 Restated Credit Agreement of $7.2 million and fees paid to terminate the related interest rate swaps of $0.1 million.any such repurchases will be determined at our discretion.

Contractual Obligations

The following table summarizes the expected payments under our outstanding contractual obligations at January 3, 2016:December 30, 2018:
 Fiscal Years Fiscal Years
 2016 2017-2018 2019-2020 After 2020 Total 2019 2020-2021 2022-2023 After 2023 Total
Long-term debt obligations (a) $119.7
 $236.5
 $1,025.9
 $1,607.1
 $2,989.2
 $122.7
 $242.6
 $1,012.5
 $1,564.0
 $2,941.8
Capital lease obligations (b) 11.5
 23.4
 26.2
 197.2
 258.3
 47.1
 93.6
 98.9
 699.6
 939.2
Operating lease obligations (c) 72.2
 138.6
 134.3
 876.4
 1,221.5
 95.9
 186.4
 185.6
 1,058.0
 1,525.9
Purchase obligations (d) 49.5
 14.4
 16.2
 6.9
 87.0
 20.7
 13.0
 —
 —
 33.7
Other 8.6
 0.6
 —
 —
 9.2
 30.5
 8.8
 —
 —
 39.3
Total (e) $261.5
 $413.5
 $1,202.6
 $2,687.6
 $4,565.2
 $316.9
 $544.4
 $1,297.0
 $3,321.6
 $5,479.9
_______________

(a)Excludes capital lease obligations, which are shown separately in the table. The table includes interest of approximately $619.9$571.5 million. These amounts exclude the fair value adjustment related to Wendy’s 7% debentures assumed in the Wendy’s merger.Merger.


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(b)Excludes related sublease rental receipts of $381.1$1,297.6 million on capital lease obligations. The table includes interest of approximately $149.1$483.6 million for capital lease obligations.

(c)Represents the minimum lease cash payments for operating lease obligations. Excludes aggregate related sublease rental receipts of $911.0$1,236.2 million on operating lease obligations.

(d)Includes (1) $47.1$22.1 million for the remaining beverage purchase requirement under a beverage agreement, (2) $31.5$6.5 million for capital expenditures, (3) $7.4$4.4 million for utility commitments and (4) $1.0$0.7 million of other purchase obligations. In January 2019, the Company amended its beverage agreement, which now expires at the later of reaching a minimum usage requirement or December 31, 2025.

(e)Excludes obligation for unrecognized tax benefits, including interest and penalties, of $23.0$29.3 million. We are unable to predict when and if cash payments will be required.


Capital Expenditures

In 2015,2018, cash capital expenditures amounted to $251.6$69.9 million and non-cash capital expenditures, consisting of capitalized lease obligations, amounted to $57.2$6.6 million. In 2016,2019, we expect that cash capital expenditures will amount to approximately $140.0$75.0 million to $80.0 million, principally relating to (1) technology investments, including consumer-facing digital technology, (2) reimaging company-ownedexisting Company-operated restaurants, (2)(3) the opening of new Image Activation company-ownedCompany-operated restaurants, (3) technology, including consumer-facing restaurant technology, (4) maintenance capital expenditures for our company-ownedCompany-operated restaurants and (5) various other capital projects. As of January 3, 2016,December 30, 2018, the Company had $31.5$6.5 million of outstanding commitments, included in “Accounts payable,” for capital expenditures expected to be paid in 2016.2019.

Dividends

The Wendy’s Company paid quarterly cash dividends of $0.055$0.085 per share on its common stock aggregating $55.4$80.5 million in the first three quarters of 2015. In the fourth quarter of 2015, The Wendy’s Company paid a quarterly cash dividend of $0.06 per share on its common stock aggregating $16.4 million.2018. During the first quarter of 2016, The Wendy’s2019, the Company declared a dividend of $0.06$0.10 per share to be paid on March 15, 20162019 to shareholders of record as of March 1, 2016.2019. If The Wendy’sthe Company pays regular quarterly cash dividends for the remainder of 20162019 at the same rate as declared in the first quarter of 2016, The Wendy’s2019, the Company’s total cash requirement for dividends for all of 20162019 would be approximately $64.8$92.1 million based on the number of shares of its common stock outstanding at February 24, 2016.19, 2019. The Wendy’s Company currently intends to continue to declare and pay quarterly cash dividends; however, there can be no assurance that any additional quarterly dividends will be declared or paid or of the amount or timing of such dividends, if any.

Stock Repurchases

The following table summarizes the Company’s repurchases of common stock for 2018, 2017 and 2016:
 Year Ended
 2018 2017 2016
Repurchases of common stock (a)$270.2
 $127.4
 $335.0
Number of shares repurchased15.8
 8.6
 29.5
_______________

(a)Excludes commissions of $0.2 million, $0.1 million and $0.3 million for 2018, 2017 and 2016, respectively.

In August 2014,February 2018, our Board of Directors authorized a repurchase program for up to $175.0 million of our common stock through March 3, 2019, when and if market conditions warrant and to the extent legally permissible. In August 2018, our Board of Directors authorized an additional share repurchase program for up to $100.0 million of our common stock through December 31, 2015,27, 2019 with a portion of the proceeds obtained through the sale of our remaining ownership interest in Inspire Brands, when and if market conditions warrant and to the extent legally permissible. On June 1, 2015, ourIn November 2018, the Board of Directors authorized a new repurchase program for up to $1,400.0approved an increase of $120.0 million of our common stock through January 1, 2017, when and if market conditions warrant and to the extent legally permissible.

As partAugust 2018 authorization, resulting in a total authorization of the August 2014 authorization, $76.1 million remained available as of December 28, 2014. During the first and second quarters of 2015, the Company repurchased 5.7 million shares with an aggregate purchase price of $61.6 million, excluding commissions. During the third quarter of 2015, the Company repurchased $14.5 million through the accelerated share repurchase agreement described below. As a result, the $100.0 million share repurchase program authorized in August 2014 was completed.

As part of the June 2015 authorization, the Company commenced an $850.0 million share repurchase program on June 3, 2015, which included (1) a modified Dutch auction tender offer to repurchase up to $639.0 million of our common stock and (2) a separate stock purchase agreement to repurchase up to $211.0 million of our common stock from the Trian Group. For additional information on the separate stock purchase agreement see “Executive Overview - Related Party Transactions” included herein. On June 30, 2015, the tender offer expired and on July 8, 2015, the Company repurchased 55.8 million shares at $11.45 per share for an aggregate purchase price of $639.0$220.0 million. On July 17, 2015, the Company repurchased 18.4 million shares at $11.45 per share, pursuant to the separate stock purchase agreement, for an aggregate purchase price of $210.9 million. As a result, the $850.0 million share repurchase program that commenced on June 3, 2015 was completed during the third quarter of 2015. During 2015, the Company incurred costs of $2.3 million in connection with the tender offer and Trian Group stock purchase agreement, which were recorded to treasury stock.

In August 2015,November 2018, the Company entered into an accelerated share repurchase agreement (the “ASR“2018 ASR Agreement”) with a third-party financial institution to repurchase common stock as part of the Company’s existing share repurchase programs. Under the

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2018 ASR Agreement, the Company paid the financial institution an initial purchase price of $164.5$75.0 million in cash and received an initial delivery of 14.43.6 million shares of common stock, representing an estimate of 85% of the total shares expected to be delivered under the 2018 ASR Agreement. The total number of shares of common stock ultimately purchased by the Company under the 2018 ASR Agreement was based on the average of the daily volume-weighted average prices of the common stock during the term of the 2018 ASR Agreement, less an agreed upon discount. On September 25, 2015,December 18, 2018, the Company completed the 2018 ASR Agreement and received an additional 3.60.7 million shares of common stock. During 2015, the Company incurred costs of $0.1 million in connection with the ASR Agreement, which were recorded to treasury stock.

Also as part of the June 2015 authorization,Additionally, during 2018, the Company repurchased 2.110.1 million shares in 2015under the February 2018 and November 2018 authorizations with an aggregate purchase price of $22.0$172.6 million, excluding commissions, of which $1.7$1.8 million was accrued at January 3, 2016.December 30, 2018, and excluding commissions of $0.1 million. As of January 3, 2016,December 30, 2018, the Company had $378.2completed its February 2018 authorization and had $147.4 million of availability remaining availability under its June 2015November 2018 authorization. Subsequent to January 3, 2016December 30, 2018 through February 24, 2016,19, 2019, the Company repurchased 2.51.3 million shares for an aggregate purchase price of $24.8 million, excluding commissions.

During 2014,under the Company repurchased 3.0 million sharesNovember 2018 authorization with an aggregate purchase price of $23.9$21.5 million, excluding commissions, as part of the August 2014 authorization.commissions. In January 2014, our Board of Directors authorized a repurchase program, which the Company fully utilized through completion of a modified Dutch auction tender offer on February 19, 2014 resulting in 29.7 million shares repurchased for an aggregate purchase price of $275.0 million. The Company incurred costs of $2.3 million in connection with the tender offer, which were recorded to treasury stock.

In November 2012,2019, our Board of Directors authorized the repurchase of up to $100.0$225.0 million of our common stock through December 29, 2013.March 1, 2020, when and if market conditions warrant and to the extent legally permissible. In connection with the February 2019 authorization, the November 2018 authorization was canceled.

In February 2017, our Board of Directors authorized a repurchase program for up to $150.0 million of our common stock through March 4, 2018, when and if market conditions warranted and to the extent legally permissible. During 2013,2018, the Company repurchased 8.7

completed the February 2017 authorization with the repurchase of 1.4 million shares with an aggregate purchase price of $69.2$22.6 million, excluding commissions. The authorization for the

Additionally, on June 1, 2015, our Board of Directors authorized a repurchase program expired atfor up to $1,400.0 million of our common stock through January 1, 2017, when and if market conditions warranted and to the endextent legally permissible. The June 2015 share repurchase program was substantially completed by the expiration date. See Note 15 of the 2013 fiscal year.Financial Statements and Supplementary Data contained in Item 8 herein for further information related to our share repurchase programs.

Guarantees and Other Contingencies
 Year End
 2015
Lease guarantees and contingent rent on leases (a)$40.3
Recourse on loans (b)11.2
Letters of credit (c)36.5
Total$88.0
 Year End
 2018
Lease guarantees (a)$66.3
Letters of credit (b)27.1
Recourse on loans0.1
Total$93.5
____________________________________

(a)Wendy’s is contingently liable forhas guaranteed the performance of certain leases and other obligations, primarily from former company-ownedCompany-operated restaurant locations now operated by franchisees amounting to $38.4 million as of January 3, 2016.franchisees. These leases extend through 2050. In addition, 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 $1.9 million as of January 3, 2016. These leases expire on various dates through 2021.2056.

(b)Wendy’s provides loan guarantees to various lenders on behalf of franchisees under debt arrangements for new restaurant development and equipment financing to promote systemwide initiatives. Recourse on the majority of these loans is limited, generally to a percentage of the original loan amount or the current loan balance on individual franchisee loans or an aggregate minimum for the entire loan arrangement.

During 2014, Wendy’s provided a C$2.3 million ($1.7 million as of January 3, 2016) guarantee to a lender on behalf of a franchisee, in connection with the sale of restaurants to the franchisee under the Company’s system optimization initiative. As a result, the total amount of the guarantee was recorded as a deferred gain in 2014 and is included in “Other liabilities.”

In addition during 2012, Wendy’s provided a $2.0 million guarantee to a lender for a franchisee, in connection with the refinancing of the franchisee’s debt which originated in 2007. Pursuant to the agreement, the guarantee is subject to an annual reduction over a five year period. As of January 3, 2016, the guarantee totaled $1.5 million.

(c)The Company has outstanding letters of credit with various parties totaling $36.5 million, of which $13.2 million are cash collateralized.$27.1 million. The Company does not expect any material loss to result from these letters of credit because we do not believe performance will be required.


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General Inflation, Commodities and Changing Prices

We believe that general inflation did not have a significant effect on our consolidated results of operations, except as mentioned below for certain commodities, during the reporting periods.operations. We attempt to manage any inflationary costs and commodity price increases through product mix and selective menu price increases. Delays in implementing such menu price increases and competitive pressures may limit our ability to recover such cost increases in the future. Inherent volatility experienced in certain commodity markets, such as those for beef, chicken, pork, cheese and corn hadgrains, could have a significant effect on our results of operations in 2014 and 2013 and may have an adverse effect on us in the future. The extent of any impact will depend on our ability to manage such volatility through product mix and timing to increase food prices.selective menu price increases.

Seasonality

Wendy’s restaurant operations are moderately seasonal. Wendy’s average restaurant sales are normally higher during the summer months than during the winter months. Because the business is moderately seasonal, results for anya particular quarter are not necessarily indicative of the results that may be achieved for any other quarter or for the full fiscal year.

Off-Balance Sheet Arrangements

Other than the obligations for guarantees described above in “Guarantees and Other Contingencies,” we do not have any off-balance sheet arrangements that have, or are, in the opinion of management, reasonably likely to have, a current or future material effect on our financial condition or results of operations.

Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions in applying our critical accounting policies that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting period. Our estimates and assumptions affect, among other things, impairment of goodwill and indefinite-lived intangible assets, impairment of long-lived assets, restaurant dispositions, realizability of deferred tax assets, Federalfederal and state income tax uncertainties and legal and environmental accruals. We evaluate those estimates and assumptions on an ongoing basis based on historical experience and on various other factors which we believe are reasonable under the circumstances.


We believe that the following represent our more critical estimates and assumptions used in the preparation of our consolidated financial statements:

Impairment of goodwill and indefinite-lived intangible assets:

For goodwill impairment testing purposes, Wendy’s includes two reporting units comprised of its (1) North America (defined as the United States of America and Canada) company-ownedCompany-operated and franchise restaurants and (2) international franchise restaurants. As of January 3, 2016,December 30, 2018, all of Wendy’s goodwill of $770.8$747.9 million was associated with its North America restaurants since its international franchise restaurants goodwill was determined to be fully impaired during the fourth quarter of 2013.

We test goodwill for impairment annually, or more frequently if events or changes in circumstances indicate that the asset may be impaired. We didOur annual impairment test of goodwill may be completed through a qualitative assessment to determine if the fair value of the reporting unit is more likely than not initially assess our goodwillgreater than the carrying amount. If we elect to bypass the qualitative assessment for impairment using onlyany reporting units, or if a qualitative factors in 2015 and, therefore,assessment indicates it is more likely than not that the estimated carrying value of a reporting unit exceeds its fair value, we performed our test for impairment usingperform a two-step quantitative process.goodwill impairment test. Under the first step, the fair value of the reporting unit is compared with its carrying value (including goodwill). If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and we must perform step two of the impairment test (measurement). Step two of the impairment test, if necessary, requires the estimation of the fair value for the assets and liabilities of a reporting unit in order to calculate the implied fair value of the reporting unit’s goodwill. Under step two, an impairment loss is recognized to the extent the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of goodwill. The fair value of the reporting unit is determined by management and is based on the results of (1) estimates we made regarding the present value of the anticipated cash flows associated with each reporting unit (the “income approach”) and (2) the indicated value of the reporting units based on a comparison and correlation of the Company and other similar companies (the “market approach”).

The income approach, which considers factors unique to each of our reporting units and related long range plans that may not be comparable to other companies and that are not yet publicly available, is dependent on several critical management assumptions. These assumptions include estimates of future sales growth, gross margins, operating costs, income tax rates, terminal value growth rates, capital expenditures and the weighted average cost of capital (discount rate). Anticipated cash flows used under the income approach are developed every fourth quarter in conjunction with our annual budgeting process and also incorporate amounts and timing of future cash flows based on our long range plan.

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The discount rates used in the income approach are an estimate of the rate of return that a market participant would expect of each reporting unit. To select an appropriate rate for discounting the future earnings stream, a review is made of short-term interest rate yields of long-term corporate and government bonds, as well as the typical capital structure of companies in the industry. The discount rates used for each reporting unit may vary depending on the risk inherent in the cash flow projections, as well as the risk level that would be perceived by a market participant. A terminal value is included at the end of the projection period used in our discounted cash flow analysesanalysis to reflect the remaining value that each reporting unit is expected to generate. The terminal value represents the present value in the last year of the projection period of all subsequent cash flows into perpetuity. The terminal value growth rate is a key assumption used in determining the terminal value as it represents the annual growth of all subsequent cash flows into perpetuity.

Under the market approach, we apply the guideline company method in estimating fair value. The guideline company method makes use of market price data of corporations whose stock is actively traded in a public market. The corporations we selectedselect as guideline companies are engaged in a similar line of business or are subject to similar financial and business risks, including the opportunity for growth. The guideline company method of the market approach provides an indication of value by relating the equity or invested capital (debt plus equity) of guideline companies to various measures of their earnings and cash flow, then applying such multiples to the business being valued. The result of applying the guideline company approach is adjusted based on the incremental value associated with a controlling interest in the business. This “control premium” represents the amount a new controlling shareholder would pay for the benefits resulting from synergies and other potential benefits derived from controlling the enterprise.

We performed ourOur annual goodwill impairment test was completed through a qualitative assessment performed in the fourth quarter of 2015. Our assessment2018, which indicated the fair value of goodwill of our Wendy’s North America restaurants was more likely than not greater than the carrying amount. The Company last completed a quantitative assessment in the fourth quarter of

2015, which indicated that there had been no impairment and the fair value of this reporting unitgoodwill of $5,317.0 million was approximately 75% in excess of itsour Wendy’s North America restaurants exceeded the carrying value.amount.

Our indefinite-lived intangible assets represent trademarks and totaled $903.0 million as of January 3, 2016.December 30, 2018. We test indefinite-lived intangible assets for impairment annually, or more frequently if events or changes in circumstances indicate that the assets may be impaired. We didOur annual impairment test may be completed through a qualitative assessment to determine if the fair value of the indefinite-lived intangible assets is more likely than not initially assess our indefinite-lived intangibles for impairment using onlygreater than the carrying amount. If we elect to bypass the qualitative factors in 2015 and, therefore,assessment, or if a qualitative assessment indicates it is more likely than not that the estimated carrying value exceeds the fair value, we performed our test for impairment using a quantitative process. Our quantitative process includes comparing the carrying value to the fair value of our indefinite-lived intangible assets, with any excess recognized as an impairment loss. Our critical estimates in the determination of the fair value of our indefinite-lived intangible assets include the anticipated future revenues of company-ownedCompany-operated and franchised restaurants and the resulting cash flows.

We performed ourOur annual impairment test for indefinite-lived intangible asset impairment testassets was completed through a qualitative assessment performed in the fourth quarter of 2018, which indicated the fair value of indefinite-lived intangible assets was more likely than not greater than the carrying amount. The Company last completed a quantitative assessment in the fourth quarter of 2015, which indicated that there had been no impairment.the fair value of indefinite-lived intangible assets exceeded the carrying amount.

The estimated fair values of our goodwill reporting units and indefinite-lived intangible assets are subject to change as a result of many factors including, among others, any changes in our business plans, changing economic conditions and the competitive environment. Should actual cash flows and our future estimates vary adversely from those estimates we use, we may be required to recognize impairment charges in future years.

Impairment of long-lived assets:

As of January 3, 2016,December 30, 2018, the net carrying value of our long-lived tangible and definite-lived intangible assets were $1,227.9was $1,213.2 million and $436.6$391.2 million, respectively. Our long-lived assets include (1) properties and related definite-lived intangible assets (e.g., favorable leases) that are leased and/or subleased to franchisees and (2) company-ownedCompany-operated restaurant assets and related definite-lived intangible assets, which include favorable leases and reacquired rights under franchise agreements.

We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We assess the recoverability of our long-lived assets by comparing the carrying amount of the asset group to future undiscounted net cash flows expected to be generated through leases and/or subleases or by our individual company-ownedCompany-operated restaurants. If the carrying amount of the long-lived asset group is not recoverable on an undiscounted cash flow basis, then impairment is recognized to the extent that the carrying amount exceeds its fair value and is included in “Impairment of long-lived assets.” Our critical estimates in this review process include the anticipated future cash flows from leases and/or subleases or individual company-ownedCompany-operated restaurants, which is used in assessing the recoverability of the respective long-lived assets. Our impairment losses principally reflect

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impairment the deterioration in operating performance of certain Company-operated restaurants and charges resulting from leasing and/or subleasing long-lived assets to franchiseesfor capital improvements in connection with the sale or anticipated sale of restaurants.restaurants impaired in prior years which did not subsequently recover.

Our fair value estimates are subject to change as a result of many factors including, among others, any changes in our business plans, changing economic conditions and the competitive environment. Should actual cash flows and our future estimates vary adversely from those estimates we used, we may be required to recognize additional impairment charges in future years.

Restaurant dispositions:

In connection with the sale of company-owned restaurants to franchisees, the Company typically enters into several agreements, in addition to an asset purchase agreement, with franchisees including franchise, development, relationship and lease agreements. See “Franchised Restaurants” in Item 1 herein, for further information regarding these agreements. The Company typically sells restaurants’ cash, inventory and equipment and retains ownership or the leasehold interest to the real estate to lease and/or sublease to the franchisee. The Company has determined that its restaurant dispositions usually represent multiple-element arrangements, and as such, the cash consideration received is allocated to the separate elements based on their relative selling price. Cash consideration generally includes up-front consideration for the sale of the restaurants, technical assistance fees and development fees and future cash consideration for royalties and lease payments. The Company considers the future lease payments in allocating the initial cash consideration received. The Company obtains third-party evidence to estimate the relative selling price of the stated rent under the lease and/or sublease agreements which is primarily based upon comparable market rents. Based on the Company’s review of the third-party evidence the Company records favorable or unfavorable lease assets/liabilities with a corresponding offset to the gain or loss on the sale of the restaurants. The cash consideration per restaurant for technical assistance fees and development fees is consistent with the amounts stated in the related franchise agreements which are charged for separate standalone arrangements. Therefore, the Company recognizes the technical assistance and development fees when earned. Future royalty income is also recognized in revenue as earned. See “Revenue Recognition” in Note 1 of the Financial Statements and Supplementary Data contained in Item 8 for further information.

Our ability to realize deferred tax assets:

We account for income taxes under the asset and liability method. A deferred tax asset or liability is recognized whenever there are (1) future tax effects from temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and (2) operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to the years in which those differences are expected to be recovered or settled.


Deferred tax assets are recognized to the extent the Company believes these assets will more likely than not be realized. In evaluating the realizability of deferred tax assets, the Company considers all available positive and negative evidence, including the interaction and the timing of future reversals of existing temporary differences, recent operating results, tax-planning strategies and projected future taxable income. In projecting future taxable income, we begin with historical results from continuing operations and incorporate assumptions including future operating income, the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment and are consistent with the plans and estimates we are using to manage our underlying business. In evaluating the objective evidence that historical results provide, we consider three years of cumulative operating income.

When considered necessary, a valuation allowance is recorded to reduce the carrying amount of the deferred tax assets to their anticipated realizable value. Our evaluation of the realizability of our deferred tax assets is subject to change as a result of many factors including, among others, any changes in our business plans, changing economic conditions, the competitive environment and the effect of future tax legislation. Should future taxable income vary from projected taxable income, we may be required to adjust our valuation allowance in future years.

Net operating loss and credit carryforwards are subject to various limitations and carryforward periods. As of January 3, 2016December 30, 2018, we have U.S. federal foreign tax credits of $20.8$11.9 million and state tax credits of $0.6 million, which will begin to expire in 2021.2022 and 2020, respectively. In addition, as of January 3, 2016December 30, 2018, we have statedeferred tax assets for foreign net operating loss carryforwards of $944.3$0.04 million and state and local net operating loss carryforwards of $47.1 million, which began expiringwill begin to expire in 2016.2023 and 2019, respectively. We believe it is more likely than not that the benefit from certain state net operating loss carryforwards and foreign tax credits will not be realized. In recognition of this risk, we have provided a valuation allowance of $17.1$42.2 million.


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Income tax uncertainties:

We measure income tax uncertainties in accordance with a two-step process of evaluating a tax position. We first determine if it is more likely than not that a tax position will be sustained upon examination based on the technical merits of the position. A tax position that meets the more-likely-than-not recognition threshold is then measured, for purposes of financial statement recognition, as the largest amount that has a greater than 50% likelihood of being realized upon effective settlement. We have unrecognized tax benefits of $21.2$27.6 million, which if resolved favorably would reduce our tax expense by $15.8$23.5 million at January 3, 2016.December 30, 2018.

We accrue interest related to uncertain tax positions in “Interest expense”expense, net” and penalties in “General and administrative.” At January 3, 2016,December 30, 2018, we had $1.2$1.4 million accrued for interest and $0.6$0.2 million accrued for penalties.

The Company participates in the Internal Revenue Service (the “IRS”) Compliance Assurance Process (“CAP”). As part of CAP, tax years are examined on a contemporaneous basis so that all or most issues are resolved prior to the filing of the tax return. As such, our U.S. federal income tax returns for fiscal years 20092010 through 20142016 have been settled. Certain of the Company’s state income tax returns from its 20112014 fiscal year and forward remain subject to examination. We believe that adequate provisions have been made for any liabilities, including interest and penalties that may result from the completion of these examinations.

Legal and environmental accruals:

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. MostWe believe we have adequate accruals for continuing operations for all of our legal and environmental matters, including the accrual that we recorded for the legal proceedings arerelated to a cybersecurity incident as described in Note 23 of the Financial Statements and Supplementary Data contained in Item 8 herein. See Note 11 of the Financial Statements and Supplementary Data contained in Item 8 herein for further information on the accrual. We cannot estimate the aggregate possible range of loss for various reasons, including, but not limited to, many proceedings being in preliminary stages, with various motions either yet to be submitted or pending, discovery yet to occur andand/or 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 are thus inherently difficult. We review our assumptions and estimates each quarter based on new developments, changes in applicable law and other relevant factors and revise our accruals accordingly.


New Accounting Standards

See Note 1 of the Financial Statements and Supplementary Data contained in Item 8 herein for a summary of new or amended accounting standards applicable to us.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

Certain statements the Company makes under this Item 7A constitute “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. See “Special Note Regarding Forward-Looking Statements and Projections” in “Part I” preceding “Item 1. Risk Factors.”

We are exposed to the impact of interest rate changes, changes in commodity prices and foreign currency fluctuations primarily related to the Canadian dollar. In the normal course of business, we employ established policies and procedures to manage our exposure to these changes using financial instruments we deem appropriate.

Interest Rate Risk

Our objective in managing our exposure to interest rate changes is to limit the impact on our earnings and cash flows. Our policies prohibit the use of derivative instruments for trading purposes and we had no outstanding derivative instruments as of January 3, 2016.December 30, 2018.

As discussed in “Item 7. Management’s DiscussionNote 12 of the Financial Statements and Analysis of Financial Condition and Results of Operations” under “Liquidity and Capital Resources,”Supplementary Data contained in Item 8 herein, the Company completed a $2,275.0 million securitized financing facility on June 1, 2015. TheOn January 17, 2018, the Company completed a $925.0 million refinancing transaction, the proceeds from which were used to repay all amounts outstanding on the Term A LoansSeries 2015-1 Class A-2-I Notes, to pay prepayment and Term B Loans under thetransaction costs, and for general corporate purposes. The Company’s 2013 Restated Credit Agreement. In connection with the repayment of the Term A Loans and Term B Loans, the Company terminated the related interest rate swaps with notional amounts totaling $350.0 million and $100.0 million, respectively, which had been designated as cash flow hedges. The unrealized loss on the cash flow hedges at termination of $7.3 million 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.

The securitized financing facility includes theoutstanding Series 2015-1 Class A-2 Notes which are comprised ofand Series 2018-1 Class A-2 Notes bear fixed interest rate notes, andrates. Concurrent with the refinancing transaction, the Company also entered into a revolving financing facility, the Series 2018-1 Class A-1 Notes, which allows for the drawing of up to $150.0 million using various credit instruments, including a letter of credit facility. The Series 2015-1 Class A-1 Notes which allow for the issuance up to $150.0 million of variable funding notes. The Series 2015-1 Class A-2 Notes bear fixed-rate interest at rates higher than our historical effective interest rates on our variable interest rate Term A Loans and Term B Loans. In addition, the principal amounts outstandingwere canceled on the Series 2015-1 Class A-2 Notes

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significantly exceed the amounts that were outstanding on the Term A Loans and Term B Loans. The final legal maturity date of substantially all of the Series 2015-1 Senior Notes is in 2045; however, the anticipated repayment dates of the Series 2015-1 Senior Notes range from 2019 through 2025, which is up to six years longer than the prior Term A Loans and Term B Loans.closing date.

Consequently, ourOur long-term debt, including the current portion, aggregated $2,465.5$2,825.9 million and consisted of $2,356.4$2,370.3 million of fixed-rate debt and $109.1$455.6 million of capital lease obligations as of January 3, 2016December 30, 2018 (excluding unamortized debt issuance costs)costs and the effect of purchase accounting adjustments). These changes to theThe Company’s predominantly fixed-rate debt structure havehas reduced its exposure to interest rate increases that could adversely affect its earnings and cash flows. The Company is exposed to interest rate increases on borrowings under the Series 2015-12018-1 Class A-1 Notes. However, as of January 3, 2016,Notes; however, the Company had no outstanding borrowings under its Series 2015-12018-1 Class A-1 Notes.Notes as of December 30, 2018.

Commodity Price Risk

We purchase certain food products, such as beef, chicken, corn, pork, cheese and cheese,grains, that are affected by changes in commodity prices and, as a result, we are subject to variability in our food costs. QSCC, aour independent supply chain purchasing co-op, negotiates contracts with approved suppliers on behalf of the Wendy’s system in order to ensure favorable pricing for its major food products, as well as maintain an adequate supply of fresh food products. While price volatility can occur, which would impact profit margins, the purchasing contracts mayseek to limit the variability of these commodity costs without establishing any firm purchase commitments by us or our franchisees. In addition, we believe there are generally alternative suppliers available. Our ability to recover increased commodity costs through higher pricing is, at times, limited by the competitive environment in which we operate. Management monitors our exposure to commodity price risk.

Foreign Currency Risk

Our exposures to foreign currency risk are primarily related to fluctuations in the Canadian dollar relative to the U.S. dollar for our Canadian operations. We monitor these exposures and periodically determine our need for the use of strategies intended to lessen or limit our exposure to these fluctuations. We have exposure related to our investment in a Canadian subsidiary which is subject to foreign currency fluctuations. Our Canadian subsidiary exposures relate to its franchise and administrative operations and company-owned restaurant operations through the second quarter of 2015 when we completed the sale of such restaurants to franchisees. The exposure to Canadian dollar exchange rates on the Company’s cash flows primarily includes imports paid for by Canadian operations in U.S. dollars and payments from the Company’s Canadian operations to the Company’s U.S. operations in U.S. dollars. Revenues from our Canadian franchise operations for the years ended January 3, 2016December 30, 2018 and December 28, 201431, 2017 represented 10%5% and 7% of our total franchise revenues, respectively. Revenues from our Canadian operations for the years ended January 3, 2016 and December 28, 2014 represented 6% and 12%4% of our total revenues, respectively. Accordingly, an immediate 10% change in Canadian dollar exchange rates versus the U.S. dollar from their levels at January 3, 2016December 30, 2018 and December 28, 201431, 2017 would not have a material effect on our consolidated financial position or results of operations.


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Item 8. Financial Statements and Supplementary Data.

THE WENDY’S COMPANY AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 Page
Glossary of Defined Terms
5956
Report of Independent Registered Public Accounting Firm
6158
Consolidated Balance Sheets as of January 3, 2016December 30, 2018 and December 28, 201431, 2017
6259
Consolidated Statements of Operations for the years ended January 3, 2016, December 28, 201430, 2018, December 31, 2017 and
December 29, 2013January 1, 2017
6360
Consolidated Statements of Comprehensive Income for the years ended December 30, 2018, December 31, 2017 and January 3, 2016, December 28, 2014 and December 29, 20131, 2017
6461
Consolidated Statements of Stockholders’ Equity for the years ended December 30, 2018, December 31, 2017 and January 3, 2016, December 28, 2014 and December 29, 20131, 2017
6562
Consolidated Statements of Cash Flows for the years ended January 3, 2016, December 28, 201430, 2018, December 31, 2017 and
December 29, 2013January 1, 2017
6663
Notes to Consolidated Financial Statements
6865
(1) Summary of Significant Accounting Policies
6865
(2) Discontinued OperationsRevenue
7776
(3) System Optimization Gains,(Gains) Losses, Net
7978
(4) Acquisitions
81
(5) Reorganization and Realignment Costs
8281
(6) Income (Loss) Per Share
8584
(7) Cash and Receivables
85
(8) Investments
8786
(9) Properties
9088
(10) Goodwill and Other Intangible Assets
9088
(11) Accrued Expenses and Other Current Liabilities
9289
(12) Long-Term Debt
9290
(13) Fair Value Measurements
9593
(14) Income Taxes
9894
(15) Stockholders’ Equity
10198
(16) Share-Based Compensation
103100
(17) Impairment of Long-Lived Assets
107104
(18) Investment Income, Net
108104
(19) Retirement Benefit Plans
108104
(20) Leases
109105
(21) Guarantees and Other Commitments and Contingencies
111107
(22) Transactions with Related Parties
113109
(23) Legal and Environmental Matters
115110
(24) Advertising Costs and Funds
115111
(25) Geographic Information
116111
(26) Quarterly Financial Information (Unaudited)
117112



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Defined TermFootnote Where Defined
2010 Plan(16)Share-Based Compensation
2012 Credit2016 ASR Agreement(12)(15)Long-Term DebtStockholders’ Equity
2012 Lease(22)Transactions with Related Parties
2013 Restated Credit2018 ASR Agreement(12)(15)Long-Term Debt
280 BT(22)Transactions with Related PartiesStockholders’ Equity
401(k) Plan(19)Retirement Benefit Plans
6.20% Senior Notes(12)Long-Term Debt
Advertising Funds(24)(1)Advertising Costs and Funds
Aircraft Lease Agreement(22)Transactions with Related PartiesSummary of Significant Accounting Policies
Anticipated Repayment Dates(12)Long-Term Debt
Arby’s(1)(8)Summary of Significant Accounting Policies
ARC(22)Transactions with Related Parties
ARG(2)Discontinued OperationsInvestments
ARG Parent(2)(8)Discontinued Operations
ASR Agreement(15)Stockholders’ Equity
Bakery(1)Summary of Significant Accounting Policies
Bakery Company(19)Retirement Benefit PlansInvestments
Black-Scholes Model(1)Summary of Significant Accounting Policies
Brazil JV(1)Summary of Significant Accounting Policies
Buyer(2)Discontinued Operations
CAP(14)Income Taxes
Class A-2-I NotesCaracci Case(12)(23)Long-Term Debt
Class A-2-II Notes(12)Long-Term Debt
Class A-2-III Notes(12)Long-Term DebtLegal and Environmental Matters
Company(1)Summary of Significant Accounting Policies
Contingent Rent(1)Summary of Significant Accounting Policies
DavCo(3)System Optimization (Gains) Losses, Net
DavCo and NPC Transactions(3)System Optimization (Gains) Losses, Net
Eligible Arby’s Employees(19)Retirement Benefit Plans
Equity Plans(16)(1)Share-Based CompensationSummary of Significant Accounting Policies
FASB(1)Summary of Significant Accounting Policies
Former ExecutivesFI Case(22)(23)Transactions with Related PartiesLegal and Environmental Matters
Fountain Beverages(21)Guarantees and Other Commitments and Contingencies
Franchise Flip(1)Summary of Significant Accounting Policies
G&A(5)Reorganization and Realignment Costs
GAAP(1)Summary of Significant Accounting Policies
GILTI(14)Income Taxes
Graham Case(23)Legal and Environmental Matters
Guarantors(12)Long-Term Debt
Higa Partners(8)Investments
Indenture(12)Long-Term Debt
IRS(14)Income Taxes
Japan JVInspire Brands(8)Investments
JurlIRS(8)(14)Investments
Jurlique(8)Investments
Management Company(22)Transactions with Related PartiesIncome Taxes
Master Issuer(12)Long-Term Debt
NLRBNPC(19)(3)Retirement Benefit Plans
Obligations(8)InvestmentsSystem Optimization (Gains) Losses, Net
QSCC(22)Transactions with Related Parties
Rent Holiday(1)Summary of Significant Accounting Policies
Restricted Shares(16)Share-Based Compensation

59

ROU(1)
Defined TermFootnote Where DefinedSummary of Significant Accounting Policies
RSAs(1)Summary of Significant Accounting Policies
RSUs(1)Summary of Significant Accounting Policies
Senior Notes(12)Long-Term Debt
Series 2015-1 Class A-1 Notes(12)Long-Term Debt
Series 2015-1 Class A-2 Notes(12)Long-Term Debt
Series 2015-1 Class A-2-I Notes(12)Long-Term Debt
Series 2015-1 Class A-2-II Notes(12)Long-Term Debt
Series 2015-1 Class A-2-III Notes(12)Long-Term Debt
Series 2015-1 Senior Notes(12)Long-Term Debt

Defined TermFootnote Where Defined
Series 2018-1 Class A-1 Notes(12)Long-Term Debt
Series 2018-1 Class A-2 Notes(12)Long-Term Debt
Series 2018-1 Class A-2-I Notes(12)Long-Term Debt
Series 2018-1 Class A-2-II Notes(12)Long-Term Debt
Series 2018-1 Senior Notes(12)Long-Term Debt
SERP(19)Retirement Benefit Plans
Straight-Line Rent(1)Summary of Significant Accounting Policies
SyrupTarget(21)(16)Guarantees and Other Commitments and ContingenciesShare-Based Compensation
System Optimization RemeasurementTax Act(1)Summary of Significant Accounting Policies
TASCO(22)Transactions with Related Parties
TFM(22)Transactions with Related Parties
The Wendy’s Company(1)Summary of Significant Accounting Policies
TimWen(1)Summary of Significant Accounting Policies
Trian GroupTorres Case(22)(23)Transactions with Related Parties
Union(19)Retirement Benefit Plans
Union Pension Fund(19)Retirement Benefit PlansLegal and Environmental Matters
U.S.(1)Summary of Significant Accounting Policies
Wendy’s(1)Summary of Significant Accounting Policies
Wendy’s Co-op(22)Transactions with Related Parties
Wendy’s Funding(12)Long-Term Debt
Wendy’s JapanMerger(8)Investments
Wendy’s Restaurants(1)Summary of Significant Accounting Policies
Zanesville(19)Retirement Benefit Plans


60


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders of
The Wendy’s Company
Dublin, Ohio

Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of The Wendy’s Company and subsidiaries (the “Company”) as of January 3, 2016December 30, 2018 and December 28, 2014, and31, 2017, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows, for each of the three years in the period ended January 3, 2016. December 30, 2018, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 30, 2018 and December 31, 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 30, 2018, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 30, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 27, 2019, expressed an unqualified opinion on the Company's internal control over financial reporting.
Change in Accounting Principle
As discussed in Note 1 to the financial statements, the Company has changed its method of accounting for revenue in 2018 due to the adoption of Accounting Standards Codification No. 606, Revenue from Contracts with Customers.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on thesethe Company’s financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includesmisstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the financial statements. An auditOur audits also includes assessingincluded evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement presentation.statements. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of The Wendy’s Company and subsidiaries as of January 3, 2016 and December 28, 2014, and the results of their operations and their cash flows for each of the three years in the period ended January 3, 2016, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of January 3, 2016, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 3, 2016, expressed an unqualified opinion on the Company’s internal control over financial reporting.


/s/ Deloitte & Touche LLP
Columbus, Ohio
March 3, 2016February 27, 2019

We have served as the Company’s auditor since 1994.

6158

THE WENDY’S COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands)Thousands Except Par Value)


January 3,
2016		 December 28,
2014		December 30,
2018		 December 31,
2017
ASSETS      
Current assets:      
Cash and cash equivalents$327,216
 $267,112
$431,405
 $171,447
Accounts and notes receivable104,854
 68,211
Restricted cash29,860
 32,633
Accounts and notes receivable, net109,805
 114,390
Inventories4,312
 6,861
3,687
 3,156
Prepaid expenses and other current assets112,788
 72,258
14,452
 20,125
Deferred income tax benefit—
 73,661
Advertising funds restricted assets67,399
 65,308
76,509
 62,602
Current assets of discontinued operations—
 8,691
Total current assets616,569
 562,102
665,718
 404,353
Properties1,227,944
 1,241,170
1,213,236
 1,263,059
Goodwill770,781
 822,562
747,884
 743,334
Other intangible assets1,339,587
 1,351,307
1,294,153
 1,321,585
Investments58,369
 74,054
47,660
 56,002
Net investment in direct financing leases226,477
 229,089
Other assets95,470
 56,272
96,907
 79,516
Noncurrent assets of discontinued operations—
 30,132
Total assets$4,108,720
 $4,137,599
$4,292,035
 $4,096,938
      
LIABILITIES AND STOCKHOLDERS’ EQUITY 
  
 
  
Current liabilities: 
  
 
  
Current portion of long-term debt$23,290
 $53,202
$31,655
 $30,172
Accounts payable53,681
 77,309
21,741
 22,764
Accrued expenses and other current liabilities124,404
 125,880
150,636
 111,624
Advertising funds restricted liabilities67,399
 65,308
80,153
 62,602
Current liabilities of discontinued operations—
 18,525
Total current liabilities268,774
 340,224
284,185
 227,162
Long-term debt2,402,823
 1,384,972
2,752,783
 2,724,230
Deferred income taxes459,713
 493,843
269,160
 299,053
Deferred franchise fees92,232
 10,881
Other liabilities224,496
 199,833
245,226
 262,409
Noncurrent liabilities of discontinued operations—
 1,151
Total liabilities3,355,806
 2,420,023
3,643,586
 3,523,735
Commitments and contingencies

 



 

Stockholders’ equity: 
  
 
  
Common stock, $0.10 par value; 1,500,000 shares authorized;
470,424 shares issued
47,042
 47,042
Common stock, $0.10 par value; 1,500,000 shares authorized;
470,424 shares issued; 231,233 and 240,512 shares outstanding, respectively
47,042
 47,042
Additional paid-in capital2,874,752
 2,826,965
2,884,696
 2,885,955
Accumulated deficit(356,632) (445,917)
Common stock held in treasury, at cost(1,741,425) (679,220)
Retained earnings (accumulated deficit)146,277
 (163,289)
Common stock held in treasury, at cost; 239,191 and 229,912 shares, respectively(2,367,893) (2,150,307)
Accumulated other comprehensive loss(70,823) (31,294)(61,673) (46,198)
Total stockholders’ equity752,914
 1,717,576
648,449
 573,203
Total liabilities and stockholders’ equity$4,108,720
 $4,137,599
$4,292,035
 $4,096,938

See accompanying notes to consolidated financial statements.



6259
Table of Contents
THE WENDY’S COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands Except Per Share Amounts)



 Year Ended
 January 3,
2016
December 28,
2014
December 29,
2013
Revenues:     
Sales$1,438,802
 $1,608,455
 $2,102,881
Franchise revenues431,495
 390,047
 320,788
 1,870,297
 1,998,502
 2,423,669
Costs and expenses:     
Cost of sales1,184,073
 1,355,086
 1,780,931
General and administrative256,553
 260,732
 291,544
Depreciation and amortization145,051
 153,882
 175,391
System optimization gains, net(74,009) (91,510) (51,276)
Reorganization and realignment costs21,910
 31,903
 37,017
Impairment of long-lived assets25,001
 19,613
 36,385
Impairment of goodwill—
 —
 9,397
Other operating expense, net37,248
 26,208
 4,950
 1,595,827
 1,755,914
 2,284,339
Operating profit274,470
 242,588
 139,330
Interest expense(86,067) (51,994) (68,644)
Loss on early extinguishment of debt(7,295) —
 (28,563)
Investment income, net52,214
 1,199
 23,565
Other income (expense), net806
 747
 (2,096)
Income from continuing operations before income taxes and noncontrolling interests234,128
 192,540
 63,592
Provision for income taxes(94,149) (76,116) (16,057)
Income from continuing operations139,979
 116,424
 47,535
Discontinued operations:     
Income (loss) from discontinued operations, net of income taxes10,494
 5,010
 (2,903)
Gain on disposal of discontinued operations, net of income taxes10,669
 —
 —
Net income (loss) from discontinued operations21,163
 5,010
 (2,903)
Net income161,142
 121,434
 44,632
Net loss attributable to noncontrolling interests—
 —
 855
Net income attributable to The Wendy’s Company$161,142
 $121,434
 $45,487
      
Basic income (loss) per share attributable to The Wendy’s Company:     
Continuing operations$.43
 $.31
 $.12
Discontinued operations.07
 .01
 (.01)
Net income$.50
 $.33
 $.12
      
Diluted income (loss) per share attributable to The Wendy’s Company:     
Continuing operations$.43
 $.31
 $.12
Discontinued operations.06
 .01
 (.01)
Net income$.49
 $.32
 $.11
 Year Ended
 December 30,
2018
December 31,
2017
January 1,
2017
Revenues:     
Sales$651,577
 $622,802
 $920,758
Franchise royalty revenue and fees409,043
 410,503
 371,545
Franchise rental income203,297
 190,103
 143,115
Advertising funds revenue326,019
 —
 —
 1,589,936
 1,223,408
 1,435,418
Costs and expenses:     
Cost of sales548,588
 517,935
 752,079
Franchise support and other costs25,203
 16,325
 6,885
Franchise rental expense91,104
 88,015
 67,760
Advertising funds expense321,866
 —
 —
General and administrative217,489
 203,593
 236,786
Depreciation and amortization128,879
 125,687
 122,704
System optimization (gains) losses, net(463) 39,076
 (71,931)
Reorganization and realignment costs9,068
 22,574
 10,083
Impairment of long-lived assets4,697
 4,097
 16,241
Other operating income, net(6,387) (8,652) (19,969)
 1,340,044
 1,008,650
 1,120,638
Operating profit249,892
 214,758
 314,780
Interest expense, net(119,618) (118,059) (114,802)
Loss on early extinguishment of debt(11,475) —
 —
Investment income, net450,736
 2,703
 723
Other income, net5,381
 1,617
 989
Income before income taxes574,916
 101,019
 201,690
(Provision for) benefit from income taxes(114,801) 93,010
 (72,066)
Net income$460,115
 $194,029
 $129,624
      
Net income per share:     
Basic$1.93
 $.79
 $.49
Diluted1.88
 .77
 .49

See accompanying notes to consolidated financial statements.

6360
Table of Contents
THE WENDY’S COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands)



 Year Ended
 January 3,
2016		 December 28,
2014		 December 29,
2013
      
Net income$161,142
 $121,434
 $44,632
Other comprehensive loss, net:     
Foreign currency translation adjustment(37,800) (18,560) (16,271)
Change in unrecognized pension loss, net of income tax benefit (provision) of $125, $(160) and $37, respectively(202) 391
 (62)
Effect of cash flow hedges, net of income tax benefit (provision) of $918, $1,767 and $(468), respectively
(1,527) (2,788) 744
     Other comprehensive loss, net(39,529) (20,957) (15,589)
Comprehensive income121,613
 100,477
 29,043
 Comprehensive loss attributable to noncontrolling interests—
 —
 126
Comprehensive income attributable to The Wendy’s Company$121,613
 $100,477
 $29,169
 Year Ended
 December 30,
2018		 December 31,
2017		 January 1, 2017
      
Net income$460,115
 $194,029
 $129,624
Other comprehensive (loss) income, net:     
Foreign currency translation adjustment(16,524) 15,150
 5,864
Change in unrecognized pension loss:     
Unrealized gains (losses) arising during the period156
 156
 (90)
Income tax (provision) benefit(39) (60) 34
Final settlement of pension liability932
 —
 —
 1,049
 96
 (56)
Effect of cash flow hedges:     
Reclassification of losses into Net income—
 2,894
 2,894
Income tax provision—
 (1,097) (1,120)
 —
 1,797
 1,774
Other comprehensive (loss) income, net(15,475) 17,043
 7,582
Comprehensive income$444,640
 $211,072
 $137,206

See accompanying notes to consolidated financial statements.

6461
Table of Contents
THE WENDY’S COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In Thousands)


Attributable to The Wendy’s Company    Common
Stock		 Additional Paid-In
Capital		 Retained Earnings (Accumulated
Deficit)		 Common Stock Held in Treasury Accumulated Other Comprehensive Loss Total
Common
Stock		 Additional Paid-In
Capital		 Accumulated
Deficit		 Common Stock Held in Treasury Accumulated Other Comprehensive Income (Loss) Noncontrolling Interests Total 
 
Balance at December 30, 2012$47,042
 $2,782,765
 $(467,007) $(382,926) $5,981
 $—
 $1,985,855
Net income (loss)—
 —
 45,487
 —
 —
 (855) 44,632
Other comprehensive (loss) income, net—
 —
 —
 —
 (16,318) 729
 (15,589)
Balance at January 3, 2016$47,042
 $2,874,752
 $(356,632) $(1,741,425) $(70,823) 752,914
Net income—
 —
 129,624
 —
 —
 129,624
Other comprehensive income, net—
 —
 —
 —
 7,582
 7,582
Cash dividends—
 —
 (70,681) —
 —
 —
 (70,681)—
 —
 (63,832) —
 —
 (63,832)
Repurchases of common stock—
 —
 —
 (69,320) —
 —
 (69,320)—
 —
 —
 (335,258) —
 (335,258)
Share-based compensation—
 19,613
 —
 —
 —
 —
 19,613
—
 18,141
 —
 —
 —
 18,141
Common stock issued upon exercises of stock options—
 (1,665) —
 41,645
 —
 —
 39,980
—
 (6,395) —
 25,376
 —
 18,981
Common stock issued upon vesting of restricted shares—
 (2,868) —
 981
 —
 —
 (1,887)—
 (11,195) —
 7,333
 —
 (3,862)
Tax charge from share-based compensation—
 (3,431) —
 —
 —
 —
 (3,431)
Consolidation of the Japan JV—
 —
 —
 —
 —
 (2,735) (2,735)
Contributions from noncontrolling interests—
 —
 —
 —
 —
 219
 219
Deconsolidation of the Japan JV—
 —
 —
 —
 —
 2,642
 2,642
Tax benefit from share-based compensation—
 3,257
 —
 —
 —
 3,257
Other—
 31
 (14) 171
 —
 —
 188
—
 29
 (17) 177
 —
 189
Balance at December 29, 201347,042
 2,794,445
 (492,215) (409,449) (10,337) —
 1,929,486
Balance at January 1, 201747,042
 2,878,589
 (290,857) (2,043,797) (63,241) 527,736
Net income—
 —
 194,029
 —
 —
 194,029
Other comprehensive income, net—
 —
 —
 —
 17,043
 17,043
Cash dividends—
 —
 (68,322) —
 —
 (68,322)
Repurchases of common stock—
 —
 —
 (127,490) —
 (127,490)
Share-based compensation—
 20,928
 —
 —
 —
 20,928
Common stock issued upon exercises of stock options—
 (3,959) —
 16,655
 —
 12,696
Common stock issued upon vesting of restricted shares—
 (9,683) —
 4,186
 —
 (5,497)
Cumulative effect of change in accounting principle—
 —
 1,880
 —
 —
 1,880
Other—
 80
 (19) 139
 —
 200
Balance at December 31, 201747,042
 2,885,955
 (163,289) (2,150,307) (46,198) 573,203
Net income—
 —
 121,434
 —
 —
 —
 121,434
—
 —
 460,115
 —
 —
 460,115
Other comprehensive loss, net—
 —
 —
 —
 (20,957) —
 (20,957)—
 —
 —
 —
 (15,475) (15,475)
Cash dividends—
 —
 (75,117) —
 —
 —
 (75,117)—
 —
 (80,532) —
 —
 (80,532)
Repurchases of common stock—
 —
 —
 (301,216) —
 —
 (301,216)—
 —
 —
 (270,377) —
 (270,377)
Share-based compensation—
 28,243
 —
 —
 —
 —
 28,243
—
 17,918
 —
 —
 —
 17,918
Common stock issued upon exercises of stock options—
 3,485
 —
 27,290
 —
 —
 30,775
—
 (9,582) —
 48,401
 —
 38,819
Common stock issued upon vesting of restricted shares—
 (7,812) —
 4,006
 —
 —
 (3,806)—
 (9,711) —
 4,280
 —
 (5,431)
Tax benefit from share-based compensation—
 8,546
 —
 —
 —
 —
 8,546
Cumulative effect of change in accounting principle—
 —
 (70,210) —
 —
 (70,210)
Other—
 58
 (19) 149
 —
 —
 188
—
 116
 193
 110
 —
 419
Balance at December 28, 201447,042
 2,826,965
 (445,917) (679,220) (31,294) —
 1,717,576
Net income—
 —
 161,142
 —
 —
 —
 161,142
Other comprehensive loss, net—
 —
 —
 —
 (39,529) —
 (39,529)
Cash dividends—
 —
 (71,845) —
 —
 —
 (71,845)
Repurchases of common stock—
 —
 —
 (1,100,417) —
 —
 (1,100,417)
Share-based compensation—
 23,231
 —
 —
 —
 —
 23,231
Common stock issued upon exercises of stock options—
 (6,719) —
 29,954
 —
 —
 23,235
Common stock issued upon vesting of restricted shares—
 (15,502) —
 8,105
 —
 —
 (7,397)
Tax benefit from share-based compensation—
 46,718
 —
 —
 —
 —
 46,718
Other—
 59
 (12) 153
 —
 —
 200
Balance at January 3, 2016$47,042
 $2,874,752
 $(356,632) $(1,741,425) $(70,823) $—
 $752,914
Balance at December 30, 2018$47,042
 $2,884,696
 $146,277
 $(2,367,893) $(61,673) $648,449


See accompanying notes to consolidated financial statements.

6562
Table of Contents
THE WENDY’S COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)

 Year Ended
 December 30,
2018		 December 31,
2017		 January 1, 2017
Cash flows from operating activities:     
Net income$460,115
 $194,029
 $129,624
Adjustments to reconcile net income to net cash provided by operating activities:     
Depreciation and amortization128,879
 125,687
 124,304
Share-based compensation17,918
 20,928
 18,141
Impairment of long-lived assets4,697
 4,097
 16,241
Deferred income tax(6,568) (119,330) (14,213)
Non-cash rental income, net(17,043) (11,822) (7,543)
Net receipt of deferred vendor incentives139
 1,901
 959
System optimization (gains) losses, net(463) 39,076
 (71,931)
Gain on sale of investments, net(450,000) (2,570) (497)
Distributions received from TimWen joint venture13,390
 11,713
 11,426
Equity in earnings in joint ventures, net(8,076) (7,573) (8,351)
Long-term debt-related activities, net (see below)18,673
 12,075
 11,767
Other, net5,178
 1,253
 3,719
Changes in operating assets and liabilities:     
Accounts and notes receivable, net13,226
 (17,340) (34,213)
Inventories(434) (305) 34
Prepaid expenses and other current assets6,824
 (3,488) (3,276)
Advertising funds restricted assets and liabilities13,955
 (12,230) 5,572
Accounts payable(145) (2,290) (6,635)
Accrued expenses and other current liabilities23,963
 4,982
 18,697
Net cash provided by operating activities224,228
 238,793
 193,825
Cash flows from investing activities: 
    
Capital expenditures(69,857) (81,710) (150,023)
Acquisitions(21,401) (86,788) (2,209)
Dispositions3,223
 81,516
 262,173
Proceeds from sale of investments450,000
 4,111
 890
Notes receivable, net959
 (9,000) (3,581)
Payments for investments(13) (375) (172)
Net cash provided by (used in) investing activities362,911
 (92,246) 107,078
Cash flows from financing activities: 
    
Proceeds from long-term debt934,837
 31,130
 —
Repayments of long-term debt(900,072) (58,113) (24,617)
Deferred financing costs(17,340) (1,424) (1,983)
Repurchases of common stock(269,809) (126,231) (336,958)
Dividends(80,532) (68,322) (63,832)
Proceeds from stock option exercises45,228
 12,884
 19,773
Payments related to tax withholding for share-based compensation(11,805) (5,721) (4,444)
Contingent consideration payment(6,269) —
 —
Net cash used in financing activities(305,762) (215,797) (412,061)
Net cash provided by (used in) operations before effect of exchange rate changes on cash281,377
 (69,250) (111,158)
Effect of exchange rate changes on cash(7,689) 6,125
 2,127
Net increase (decrease) in cash, cash equivalents and restricted cash273,688
 (63,125) (109,031)
Cash, cash equivalents and restricted cash at beginning of period212,824
 275,949
 384,980
Cash, cash equivalents and restricted cash at end of period$486,512
 $212,824
 $275,949

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CONSOLIDATED STATEMENTS OF CASH FLOWS—CONTINUED
(In Thousands)

 Year Ended
 December 30,
2018		 December 31,
2017		 January 1,
2017
Detail of cash flows from operating activities:     
Long-term debt-related activities, net:     
Loss on early extinguishment of debt$11,475
 $—
 $—
Accretion of long-term debt1,255
 1,237
 1,220
Amortization of deferred financing costs5,943
 7,944
 7,653
Reclassification of unrealized losses on cash flow hedges—
 2,894
 2,894
 $18,673
 $12,075
 $11,767
      
Supplemental cash flow information: 
  
  
Cash paid for: 
  
  
Interest$137,607
 $128,989
 $117,583
Income taxes, net of refunds102,827
 29,311
 77,620
      
Supplemental non-cash investing and financing activities: 
    
Capital expenditures included in accounts payable$6,460
 $5,810
 $11,325
Capitalized lease obligations6,569
 276,971
 104,119
Accrued debt issuance costs240
 —
 512
      
 December 30,
2018		 December 31,
2017		 January 1,
2017
Reconciliation of cash, cash equivalents and restricted cash at end of period:     
Cash and cash equivalents$431,405
 $171,447
 $198,240
Restricted cash29,860
 32,633
 57,612
Restricted cash, included in Advertising funds restricted assets25,247
 8,579
 19,359
Restricted cash, included in Other assets—
 165
 738
Total cash, cash equivalents and restricted cash$486,512
 $212,824
 $275,949

See accompanying notes to consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands Except Per Share Amounts)

 Year Ended
 January 3,
2016		 December 28,
2014		 December 29, 2013
Cash flows from operating activities:     
Net income$161,142
 $121,434
 $44,632
Adjustments to reconcile net income to net cash provided by operating activities:     
Depreciation and amortization153,732
 159,860
 200,219
Share-based compensation23,231
 28,243
 19,613
Impairment (see below)25,001
 19,613
 45,782
Deferred income tax89,026
 69,540
 12,853
Excess tax benefits from share-based compensation(49,613) (9,363) —
Non-cash rent expense, net3,364
 1,951
 8,152
Net (recognition) receipt of deferred vendor incentives(2,559) 4,063
 6,318
Gain on dispositions, net (see below)(99,570) (91,579) (49,714)
(Gain) loss on sale of investments, net(335) (975) 799
Distributions received from TimWen joint venture12,451
 13,896
 14,116
Equity in earnings in joint ventures, net(9,205) (10,176) (9,722)
Long-term debt-related activities, net (see below)8,075
 3,625
 36,992
Other, net(4,318) (11,686) (8,908)
Changes in operating assets and liabilities:     
Restricted cash(23,640) —
 —
Accounts and notes receivable(52,620) (2,763) 174
Inventories(62) 706
 1,477
Prepaid expenses and other current assets(5,409) (2,976) (4,626)
Accounts payable(7,787) (3,105) (380)
Accrued expenses and other current liabilities(8,424) (35,532) 12,070
Net cash provided by operating activities212,480
 254,776
 329,847
Cash flows from investing activities: 
    
Capital expenditures(251,622) (298,471) (224,245)
Acquisitions(1,232) (53,954) (4,612)
Dispositions204,388
 161,386
 149,112
Proceeds from sale of the Bakery78,408
 —
 —
Changes in restricted cash3,634
 1,750
 (18,593)
Notes receivable, net3,289
 434
 (43)
Investment activities, net (see below)(1,485) 1,043
 21,691
Net cash provided by (used in) investing activities35,380
 (187,812) (76,690)
Cash flows from financing activities: 
    
Proceeds from long-term debt2,294,000
 —
 575,000
Repayments of long-term debt(1,327,223) (38,380) (590,293)
Change in restricted cash(5,687) —
 —
Deferred financing costs(43,817) —
 (7,684)
Premium payment on redemption of notes—
 —
 (8,439)
Proceeds from termination of interest rate swaps—
 —
 5,708
Repurchases of common stock(1,098,717) (301,216) (69,320)
Dividends(71,845) (75,117) (70,681)
Proceeds from stock option exercises27,952
 30,788
 42,370
Excess tax benefits from share-based compensation49,613
 9,363
 —
Other, net—
 —
 438
Net cash used in financing activities(175,724) (374,562) (122,901)
Net cash provided by (used in) operations before effect of exchange rate changes on cash72,136
 (307,598) 130,256
Effect of exchange rate changes on cash(12,196) (5,278) (3,465)
Net increase (decrease) in cash and cash equivalents59,940
 (312,876) 126,791
Cash and cash equivalents at beginning of period267,276
 580,152
 453,361
Cash and cash equivalents at end of period$327,216
 $267,276
 $580,152

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CONSOLIDATED STATEMENTS OF CASH FLOWS—CONTINUED
(In Thousands)


 Year Ended
 January 3,
2016		 December 28,
2014		 December 29,
2013
Detail of cash flows from operating activities:     
Impairment:     
Impairment of long-lived assets$25,001
 $19,613
 $36,385
Impairment of goodwill—
 —
 9,397
 $25,001
 $19,613
 $45,782
Gain on dispositions, net:     
Gain on sales of restaurants, net$(74,041) $(91,579) $(51,372)
Gain on disposal of the Bakery(25,529) —
 —
Loss on disposal of the Japan JV—
 —
 1,658
 $(99,570) $(91,579) $(49,714)
Long-term debt-related activities, net     
Accretion of long-term debt$1,204
 $1,187
 $5,942
Amortization of deferred financing costs5,426
 2,438
 2,487
Loss on early extinguishment of debt7,295
 —
 28,563
Payments for termination of cash flow hedges(7,337) —
 —
Reclassification of unrealized losses on cash flow hedges1,487
 —
 —
 $8,075
 $3,625
 $36,992
      
Detail of cash flows from investing activities:     
Investment activities, net:     
Proceeds from sales of investments$621
 $2,193
 $2,691
Payments for investments(2,106) (1,150) —
Dividend from Arby’s—
 —
 19,000
 $(1,485) $1,043
 $21,691
      
Supplemental cash flow information: 
  
  
Cash paid for: 
  
  
Interest$84,326
 $52,357
 $64,749
Income taxes, net of refunds$41,275
 $15,826
 $6,948
      
Supplemental non-cash investing and financing activities: 
    
Capital expenditures included in accounts payable$31,468
 $45,409
 $41,713
Capitalized lease obligations$57,226
 $22,255
 $10,767
Notes receivable$—
 $3,934
 $—

See accompanying notes to consolidated financial statements.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands Except Per Share Amounts)


(1) Summary of Significant Accounting Policies

Corporate Structure

The Wendy’s Company (“The Wendy’s Company” and, together with its subsidiaries, the “Company,” “we,” “us,” or “our”) is the parent company of its 100% owned subsidiary holding company, Wendy’s Restaurants, LLC (“Wendy’s Restaurants”). Wendy’s Restaurants is the parent company of Wendy’s International, LLC and its subsidiaries (“Wendy’s”). Wendy’s franchises and operates company-owned Wendy’s® quick-service restaurants specializing in hamburger sandwiches throughout North America (defined as the United States of America (“U.S.”) and Canada). Wendy’s also has franchised restaurants in 2730 foreign countries and U.S. territories. At January 3, 2016,December 30, 2018, Wendy’s operated and franchised 632353 and 5,8476,358 restaurants, respectively.

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 all periods presented and the gain on disposal have been included in “Net income (loss) from discontinued operations” in our consolidated statements of operations. Additionally, the Bakery’s assets and liabilities have been presented as discontinued operations in our consolidated balance sheet as of December 28, 2014.

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.

Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include all of the Company’s subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company reports “Net loss attributable to noncontrolling interests,” separately in our consolidated statements of operations.

The Company participates inmaintains two national advertising funds (the “Advertising Funds”) established to collect and administer funds contributed for use in advertising and promotional programs for company-ownedCompany-operated and franchised restaurants. Therestaurants in North America.Prior to the adoption of new guidance for revenue recognition on January 1, 2018, the revenue, expenses and cash flows of such advertising funds arethe Advertising Funds were not included in the Company’s consolidated statements of operations or consolidated statements of cash flows because the contributions to these advertising funds arethe Advertising Funds were designated for specific purposes and the Company actsacted as an agent, in substance, with regard to these contributions. The assetsUnder the new revenue recognition guidance, which supersedesprevious industry-specific guidance, the revenue, expenses and liabilitiescash flows of these fundsthe Advertising Funds are reported as “Advertising funds restricted assets”fully consolidated into the Company’s consolidated statements of operations and “Advertising funds restricted liabilities.cash flows beginning January 1, 2018 on a prospective basis. See “New Accounting Standards Adopted” below for further information.

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.

Reclassifications

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

During the second quarter of 2015, the Company early adopted an amendment requiring debt issuance costs to be presented in the balance sheet as a direct reduction of the related debt liability rather than as an asset. The adoption of this guidance resulted in the reclassification of debt issuance costs of $8,243 from “Other assets” to “Long-term debt” in our consolidated balance sheet as of December 28, 2014. Refer to Note 12 and “New Accounting Standards Adopted” below for further information.

Prior to fiscal 2015, the Company reported its system optimization initiative as a discrete event and separately included the related gain or loss on sales of restaurants, impairment losses and other associated costs, along with other restructuring initiatives, in “Facilities action (income) charges, net.” In February 2015, the Company announced plans to reduce its ongoing company-owned restaurant ownership to approximately 5% of the total system and further emphasized that restaurant dispositions and acquisitions are a continuous and integrated part of the overall strategy to optimize its restaurant portfolio. As a result, commencing with the first quarter of 2015, all gains and losses on dispositions are included on a separate line in our consolidated statements of

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands Except Per Share Amounts)

operations, “System optimization gains, net” and impairment losses recorded in connection with the sale or anticipated sale of restaurants (“System Optimization Remeasurement”) are reclassified to “Impairment of long-lived assets.” In addition, the Company retitled the line, “Facilities action (income) charges, net” to “Reorganization and realignment costs” in our consolidated statements of operations to better describe the current and historical initiatives included given the reclassifications described above. The Company believes the new presentation will aid users in understanding its results of operations. The prior periods reflect reclassifications to conform to the current year presentation. All amounts being reclassified in our statements of operations were separately disclosed in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 28, 2014. Such reclassifications had no impact on operating profit, net income or net income per share.

The following table illustrates the reclassifications made to the consolidated statements of operations for the years ended December 28, 2014 and December 29, 2013:
 Year Ended December 28, 2014
   Reclassifications  
 As Previously Reported (b) Gain on dispositions, net (c) System Optimization Remeasurement (d) As Currently Reported
System optimization gains, net$—
 $(91,510) $—
 $(91,510)
Reorganization and realignment costs (a)(29,100) 69,631
 (8,628) 31,903
Impairment of long-lived assets10,985
 —
 8,628
 19,613
Other operating expense, net4,329
 21,879
 —
 26,208
 $(13,786) $—
 $—
 $(13,786)

 Year Ended December 29, 2013
   Reclassifications  
 As Previously Reported (b) Gain on dispositions, net (c) System Optimization Remeasurement (d) As Currently Reported
System optimization gains, net$—
 $(51,276) $—
 $(51,276)
Reorganization and realignment costs (a)10,856
 46,667
 (20,506) 37,017
Impairment of long-lived assets15,879
 —
 20,506
 36,385
Other operating expense, net341
 4,609
 —
 4,950
 $27,076
 $—
 $—
 $27,076

_______________

(a) Previously titled “Facilities action (income) charges, net.”

(b)“As Previously Reported,” reflects adjustments to reclassify the Bakery’s other operating income, net of $65 and $96 from “Other operating expense, net” to “Income (loss) from discontinued operations, net of income taxes.”

(c) Reclassified the gain on sales of restaurants, net, previously included in “Facilities action (income) charges, net” and the gain on disposal of assets, net, which included sales of restaurants and other assets, and was previously reported in “Other operating expense, net” to a separate line in our consolidated statements of operations, “System optimization gains, net.”

(d)Reclassified impairment losses recorded in connection with the sale or anticipated sale of restaurants (“System Optimization Remeasurement”), previously included in “Facilities action charges (income), net” to “Impairment of long-lived assets.”


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands Except Per Share Amounts)

Fiscal Year

The Company’s fiscal reporting periods consist of 52 or 53 weeks ending on the Sunday closest to December 31 and are referred to herein as (1) “the year ended January 3, 2016”December 30, 2018” or “2015,“2018,” which consisted of 53 weeks (2) “the year ended December 28, 2014”31, 2017” or “2014,”“2017” and (3) “the year ended December 29, 2013January 1, 2017” or “2016,” or “2013,” bothall of which consisted of 52 weeks.

Reclassifications

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

The Company has reclassified certain costs associated with the Company’s franchise operations to “Franchise support and other costs,” which were previously recorded to “Other operating income, net” and “General and administrative.” The costs reclassified include costs incurred to provide direct support services to our franchisees, as well as certain other direct and incremental costs for the Company’s franchise operations. Also, the Company reclassified certain restaurant operational costs from “General and administrative” to “Cost of sales.” The Company believes this new presentation will aid users in understanding its results of operations. The prior periods reflect the reclassification of these expenses to conform to the current year presentation. There was no impact to operating profit, income before income taxes or net income as a result of these reclassifications.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands Except Per Share Amounts)

The following tables illustrate the expense reclassifications made to the consolidated statements of operations for the years ended December 31, 2017 and January 1, 2017:
 Year Ended December 31, 2017
   Reclassifications  
 As Previously Reported Franchise support and other costs Restaurant operational costs As Currently Reported
Cost of sales$512,947
 $—
 $4,988
 $517,935
Franchise support and other costs—
 16,325
 —
 16,325
General and administrative208,581
 —
 (4,988) 203,593
Other operating expense (income), net7,673
 (16,325) —
 (8,652)
 $729,201
 $—
 $—
 $729,201

 Year Ended January 1, 2017
   Reclassifications  
 As Previously Reported Franchise support and other costs Restaurant operational costs As Currently Reported
Cost of sales$744,701
 $—
 $7,378
 $752,079
Franchise support and other costs—
 6,885
 —
 6,885
General and administrative245,869
 (1,705) (7,378) 236,786
Other operating income, net(14,789) (5,180) —
 (19,969)
 $975,781
 $—
 $—
 $975,781

Cash and Cash Equivalents

All highly liquid investments with a maturity of three months or less when acquired are considered cash equivalents. The Company’s cash and cash equivalents principally consist of cash in bank and money market mutual fund accounts and are primarily not in Federal Deposit Insurance Corporation insured accounts.

We believe that our vulnerability to risk concentrations in our cash equivalents is mitigated by (1) our policies restricting the eligibility, credit quality and concentration limits for our placements in cash equivalents and (2) insurance from the Securities Investor Protection Corporation of up to $500 per account, as well as supplemental private insurance coverage maintained by substantially all of our brokerage firms, to the extent our cash equivalents are held in brokerage accounts.

Restricted Cash

In accordance with the Company’s securitized financing facility, certain cash accounts have been established with the trustee for the benefit of the trustee and the noteholders, and are restricted in their use. Such restricted cash primarily represents cash collections and cash reserves held by the trustee to be used for payments of principal, interest and commitment fees required for the Company’s senior secured notesnotes. Furthermore, certain cash receipts from asset dispositions and is includedinsurance proceeds held by the trustee are restricted for reinvestment in “Prepaid expenses and other current assets” in the consolidated balance sheet as of January 3, 2016. Changes in such restricted cash are presented as a component of cash flows from operating and financing activities in the consolidated statement of cash flows since the cash is restrictedcapital assets useful to the payment of interest and principal, respectively.

Company’s operations in accordance with the securitized financing facility. In addition, the Company has outstanding letters of credit with various parties that are cash collateralized. The related cash collateral is classified as restricted cash and included in “Prepaid expenses and other current assets” in the consolidated balance sheets. Changes in suchRestricted cash also includes cash collected by the Advertising Funds, usage of which is restricted cash are presented as a component of cash flows from investing activities in the consolidated statement of cash flows.for advertising activities. Refer to Note 7 for further information.

Accounts and Notes Receivable, Net

Accounts and notes receivable, net, consist primarily of royalties, rents, property taxes and franchise fees due principally from franchisees, and credit card receivables.receivables and refundable income taxes. The need for an allowance for doubtful accounts is reviewed on a specific identification basis based upon past due balances and the financial strength of the obligor.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands Except Per Share Amounts)

Inventories

The Company’s inventories are stated at the lower of cost or market,net realizable value, with cost determined in accordance with the first-in, first-out method and consist primarily of restaurant food items and paper supplies.

Properties and Depreciation and Amortization

Properties are stated at cost, including capitalized internal costs of employees to the extent such employees are dedicated to specific restaurant construction projects, less accumulated depreciation and amortization. Depreciation and amortization of properties is computed principally on the straight-line basis using the following estimated useful lives of the related major classes of properties: 5three to 20 years for office and restaurant equipment 3(including technology), three to 15 years for transportation equipment and 7seven to 30 years for buildings and improvements. When the Company commits to a plan to cease using certain properties before the end of their estimated useful lives, depreciation expense is accelerated to reflect the use of the assets over their shortened useful lives. Capital leases and leasehold improvements are amortized over the shorter of their estimated useful lives or the terms of the respective leases, including periods covered by renewal options that the Company is reasonably assured of exercising.

The Company reviews properties for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. If such review indicates an asset group may not be recoverable, an impairment

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands Except Per Share Amounts)

loss is recognized for the excess of the carrying amount over the fair value of an asset group to be held and used or over the fair value less cost to sell of an asset to be disposed. See “Impairment“Impairment of Long-Lived Assets”Assets” below for further information.

The Company classifies assets as held for sale and ceases depreciation of the assets when there is a plan for disposal of the assets and those assets meet the held for sale criteria. Assets held for sale are included in “Prepaid expenses and other current assets” in the consolidated balance sheets.

Goodwill

Goodwill, representing the excess of the cost of an acquired entity over the fair value of the acquired net assets, is not amortized. Goodwill associated with our company-ownedCompany-operated restaurants is reduced as a result of restaurant dispositions based on the relative fair values and is included in the carrying value of the restaurant in determining the gain or loss on disposal. If a company-ownedCompany-operated restaurant is sold within two years of being acquired from a franchisee, the goodwill associated with the acquisition is written off in its entirety. For goodwill impairment testing purposes, we include two reporting units comprised of our (1) North America company-ownedCompany-operated and franchise restaurants and (2) international franchise restaurants. The Company tests goodwill for impairment annually during the fourth quarter, or more frequently if events or changes in circumstances indicate that the asset may be impaired.

Our annual impairment test of goodwill may be completed through a qualitative assessment to determine if the fair value of the reporting unit is more likely than not greater than the carrying amount.  If we elect to bypass the qualitative assessment for any reporting units, or if a qualitative assessment indicates it is more likely than not that the estimated carrying value of a reporting unit exceeds its fair value, we perform a two-step quantitative goodwill impairment test. Under the first step, the fair value of the reporting unit is compared with its carrying value (including goodwill).  If the Company determines thatfair value of the reporting unit is less than its carrying value, an indication of goodwill impairment may exist,exists for the amountreporting unit and we must perform step two of the impairment loss is measured as the excess, if any,test (measurement).  Step two of the carrying amountimpairment test, if necessary, requires the estimation of the goodwill over its implied fair value. In determiningvalue for the assets and liabilities of a reporting unit in order to calculate the implied fair value of the reporting unit’s goodwill, the Company allocates the fair value of a reporting unit to all of the assets and liabilities of that unit as if the unit had been acquired in a business combination and the fair value of the reporting unit was the price paid to acquire the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill.  If the carrying amount of a reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess.

Our fair value estimates are subject to change as a result of many factors including, among others, any changes in our business plans, changing economic conditions and the competitive environment. Should actual cash flows and our future estimates vary adversely from those estimates we use, we may be required to recognize goodwill impairment charges in future years.

Impairment of Long-Lived Assets

Our long-lived assets include (1) properties and related definite-lived intangible assets (e.g., favorable leases) that are leased and/or subleased to franchisees and (2) company-ownedCompany-operated restaurant assets and related definite-lived intangible assets, which include favorable leases and reacquired rights under franchise agreements.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands Except Per Share Amounts)

We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We assess the recoverability of our long-lived assets by comparing the carrying amount of the asset group to future undiscounted net cash flows expected to be generated through leases and/or subleases or by our individual company-ownedCompany-operated restaurants. If the carrying amount of the long-lived asset group is not recoverable on an undiscounted cash flow basis, then impairment is recognized to the extent that the carrying amount exceeds its fair value and is included in “Impairment of long-lived assets.” Our critical estimates in this review process include the anticipated future cash flows from leases and/or subleases or individual company-ownedCompany-operated restaurants, which is used in assessing the recoverability of the respective long-lived assets. Our impairment losses principally reflect impairment charges resulting from leasing and/or subleasing long-lived assets to franchisees in connection with the sale or anticipated sale of restaurants.

Our fair value estimates are subject to change as a result of many factors including, among others, any changes in our business plans, changing economic conditions and the competitive environment. Should actual cash flows and our future estimates vary adversely from those estimates we used, we may be required to recognize additional impairment charges in future years.

Other Intangible Assets

Definite-lived intangible assets are amortized on a straight-line basis using the following estimated useful lives of the related classes of intangibles: for favorable leases, the terms of the respective leases, including periods covered by renewal options that the Company is reasonably assured of exercising; 3one to 5five years for computer software; 4four to 20 years for reacquired rights under franchise agreements; and 20 years for franchise agreements. Trademarks have an indefinite life and are not amortized.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands Except Per Share Amounts)

The Company reviews definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the intangible asset may not be recoverable. Indefinite-lived intangible assets are tested for impairment at least annually, by comparing theiror more frequently if events or changes in circumstances indicate that the assets may be impaired. Our annual impairment test for indefinite-lived intangible assets may be completed through a qualitative assessment to determine if the fair value of the indefinite-lived intangible assets is more likely than not greater than the carrying amount. If we elect to bypass the qualitative assessment, or if a qualitative assessment indicates it is more likely than not that the estimated carrying value toexceeds the fair value; anyvalue, we test for impairment using a quantitative process. If the Company determines that impairment of its intangible assets may exist, the amount of impairment loss is measured as the excess of carrying value over fair value is recognized as an impairment loss.value. Our estimates in the determination of the fair value of indefinite-lived intangible assets include the anticipated future revenues of company-ownedCompany-operated and franchised restaurants and the resulting cash flows.

Investments

The Company 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.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, under which our results of operations include our share of the income (loss) of the investees. Investmentsinvestees in “Other operating income, net.” Other investments in equity securities, including investments in limited partnerships, and other non-current investments in which the Company does not have significant influence, over the investees,and for which includes our indirect 18.5% interest in Arby’s Restaurant Group, Inc. (“Arby’s”),there is not a readily determinable fair value, are recorded at cost, with related realizedless any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. Realized gains and losses are reported as income or loss in the period in which the securities are sold or otherwise disposed. Cash distributions and dividends received that are determined to be returns of capital are recorded as a reduction of the carrying value of our investments and returns on our investments are recorded to “Investment income, net.”

The difference between the carrying value of our TimWen equity investment and the underlying equity in the historical net assets of the investee is accounted for as if the investee were a consolidated subsidiary. Accordingly, the carrying value difference is amortized over the estimated lives of the assets of the investee to which such difference would have been allocated if the equity investment were a consolidated subsidiary. To the extent the carrying value difference represents goodwill, it is not amortized.

Derivative Instruments

The Company used interest rate swap agreements to manage its exposure to changes in interest rates as well as to maintain an appropriate mix
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(In May 2015, the Company terminated its floating to fixed interest rate swap agreements which were accounted for as cash flow hedges. Changes in the fair value of the cash flow hedging instruments were recorded as an adjustment to “Accumulated other comprehensive loss” to the extent of the effectiveness of such hedging instruments and subsequently reclassified into “Interest expense” in the period that the hedged forecasted transaction affects earnings. In October 2013, the Company terminated its fixed to floating interest rate swap agreements which were accounted for as fair value hedges. Changes in the fair value of fair value hedging instruments were recorded as an adjustment to the underlying debt balance being hedged to the extent of the effectiveness of such hedging instruments. There was no ineffectiveness from the fair value hedges through their termination.Thousands Except Per Share Amounts)

Share-Based Compensation

The Company has granted share-based compensation awards to certain employees under several equity plans.plans (the “Equity Plans”). The Company measures the cost of employee services received in exchange for an equity award, which include grants of employee stock options and restricted shares, based on the fair value of the award at the date of grant. Share-based compensation expense is recognized net of estimated forfeitures, determined based on historical experience. The Company recognizes share-based compensation expense over the requisite service period unless the awards are subject to performance conditions, in which case theywe recognize compensation expense over the requisite service period to the extent performance conditions are considered probable. The Company determines the grant date fair value of stock options using a Black-Scholes-Merton option pricing model (the “Black-Scholes Model”). The grant date fair value of restricted share awards (“RSAs”), restricted share units (“RSUs”) and performance-based awards are determined using the average of the high and low trading prices of our common stock on the date of grant, unless the awards are subject to market conditions, in which case we use a Monte Carlo simulation model. The Monte Carlo simulation model utilizes multiple input variables to estimate the probability that market conditions will be achieved.

Foreign Currency Translation

Substantially all of the Company’s foreign operations are in Canada where the functional currency is the Canadian dollar. Financial statements of foreign subsidiaries are prepared in their functional currency and then translated into U.S. dollars. Assets and liabilities are translated at the exchange rate as of the balance sheet date and revenues, costs and expenses are translated at a monthly average exchange rate. Net gains or losses resulting from the translation are recorded to the “Foreign currency translation

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adjustment” component of “Accumulated other comprehensive loss.” Gains and losses arising from the impact of foreign currency exchange rate fluctuations on transactions in foreign currency are included in “General and administrative.”

Income Taxes

The Company accounts for income taxes under the asset and liability method. A deferred tax asset or liability is recognized whenever there are (1) future tax effects from temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and (2) operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to the years in which those differences are expected to be recovered or settled.

Deferred tax assets are recognized to the extent the Company believes these assets will more likely than not be realized. In evaluating the realizability of deferred tax assets, the Company considers all available positive and negative evidence, including the interaction and the timing of future reversals of existing temporary differences, projected future taxable income, recent operating results and tax-planning strategies. When considered necessary, a valuation allowance is recorded to reduce the carrying amount of the deferred tax assets to their anticipated realizable value.

The Company records uncertain tax positions on the basis of a two-step process whereby we first determine if it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. A tax position that meets the more-likely-than-not recognition threshold is then measured for purposes of financial statement recognition as the largest amount of benefit that is greater than 50% likely of being realized upon being effectively settled.

Interest accrued for uncertain tax positions is charged to “Interest expense.expense, net.” Penalties accrued for uncertain tax positions are charged to “General and administrative.”

Restaurant Acquisitions and Dispositions

The Company accounts for the acquisition of restaurants from franchisees using the acquisition method of accounting for business combinations. The acquisition method of accounting involves the allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed. This allocation process requires the use of estimates and assumptions to derive fair values and to complete the allocation. The excess of the purchase price over the fair values of the assets acquired and liabilities assumed represents goodwill derived from the acquisition. See “Goodwill” above for further information.


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In connection with the sale of company-ownedCompany-operated restaurants to franchisees, the Company typically enters into several agreements, in addition to an asset purchase agreement, with franchisees including franchise, development, relationship and lease agreements. See “Franchised Restaurants” in Item 1 herein, for further information regarding these agreements. The Company typically sells restaurants’ cash, inventory and equipment and retains ownership or the leasehold interest to the real estate to lease and/or sublease to the franchisee. The Company has determined that its restaurant dispositions usually represent multiple-element arrangements, and as such, the cash consideration received is allocated to the separate elements based on their relative selling price. Cash consideration generally includes up-front consideration for the sale of the restaurants, technical assistance fees and development fees and future cash consideration for royalties and lease payments. The Company considers the future lease payments in allocating the initial cash consideration received. The Company obtains third-party evidence to estimate the relative selling price of the stated rent under the lease and/or sublease agreements which is primarily based upon comparable market rents. Based on the Company’s review of the third-party evidence, the Company records favorable or unfavorable lease assets/liabilities with a corresponding offset to the gain or loss on the sale of the restaurants. The cash consideration per restaurant for technical assistance fees and development fees is consistent with the amounts stated in the related franchise agreements which are charged for separate standalone arrangements. Therefore, the Company recognizes the technical assistance and development fees when earned. Future royalty income is also recognized in revenue as earned. See “Revenue Recognition”“Revenue Recognition” below for further information.

Revenue Recognition

“Sales” includes revenues recognized upon delivery of food to the customer at company-ownedCompany-operated restaurants. “Sales” excludes taxes collected from the Company’s customers.

“Franchise revenues” Revenue is recognized when the food is purchased by the customer, which is when our performance obligation is satisfied. “Sales” also includes royalties, franchise fees and rental income. Royalties from franchised restaurants are based on a percentage of net sales of the franchised restaurant and are recognized as earned. Initial franchise fees and development feesincome for gift cards. Gift card payments are recorded as deferred income when received and are recognized as revenue whenin proportion to actual gift card redemptions.
“Franchise royalty revenue and fees” includes royalties, new build technical assistance fees, renewal fees, franchisee-to- franchisee restaurant transfer (“Franchise Flip”) technical assistance fees, Franchise Flip advisory fees and development fees. Royalties from franchised restaurants are based on a percentage of sales of the franchised restaurant is openedand are recognized as all materialearned. New build technical assistance fees, renewal fees and Franchise Flip technical assistance fees are recorded as deferred revenue when received and recognized as revenue over the contractual term of the franchise agreements, once the restaurant has opened. Development fees are deferred when received, allocated to each agreed upon restaurant, and recognized as revenue over the contractual term of each respective franchise agreement, once the restaurant has opened. These franchise fees are considered highly dependent upon and interrelated with the franchise right granted in the franchise agreement. Franchise Flip advisory fees include valuation services and conditions related tofees for selecting pre-approved buyers for Franchise Flips. Franchise Flip advisory fees are paid by the franchise fee have been substantially performed upon the restaurant opening. Initial franchise fees received in connection with sales of company-owned restaurants to franchiseesseller and helping to facilitate franchisee-to-franchisee restaurant transfers as well as renewal franchise fees are recognized as revenue whenat closing of the license agreements are signed andFranchise Flip transaction.
“Advertising funds revenue” includes contributions to the fee is paid since there are no material services and conditionsAdvertising Funds by franchisees. Revenue related to these contributions is based on a percentage of sales of the franchise fees. Franchise fee deposits are forfeited

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franchised restaurants and is recognized as revenue upon the termination of the related commitments to open new franchised restaurants. Rentalearned.
“Franchise rental income” includes rental income from properties owned and leased by the Company and leased or subleased to franchiseesfranchisees. Rental income is recognized on a straight-line basis over the respective operating lease terms. Favorable and unfavorable lease amounts related to the leased and/or subleased properties are amortized to rental income on a straight-line basis over the remaining term of the leases.

See “Leases”“New Accounting Standards Adopted” below for further information on rental income and favorable and unfavorable lease amounts.a description of changes to our revenue recognition policies resulting from the adoption of the new accounting guidance for revenue recognition effective January 1, 2018.

Cost of Sales

Cost of sales includes food and paper, restaurant labor and occupancy, advertising and other operating costs.costs relating to Company-operated restaurants. Cost of sales excludes depreciation and amortization expense.

Vendor Incentives

The Company receives incentives from certain vendors. These incentives are recognized as earned and are classified as a reduction of “Cost of sales.”


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Advertising Costs

Advertising costs are expensed as incurred and are included in “Cost of sales” and “Advertising funds expense.” Production costs of advertising are expensed when the advertisement is first released.

Franchise Support and Other Costs

The Company incurs various advertising costs including contributions to provide direct support services to our franchisees, as well as certain advertising cooperatives based upon a percentage of net sales by company-owned restaurants. All advertisingother direct and incremental costs to the Company’s franchise operations. These costs primarily relate to franchise development services, facilitating Franchise Flips and information technology services, which are expensedcharged to “Franchise support and other costs,” as incurred, with the exception of media development costs that are expensed beginning in the month that the advertisement is first communicated, and are included in “Cost of sales.”incurred.

Self-Insurance

The Company is self-insured for most workers’ compensation losses and health care claims and purchases insurance for general liability and automotive liability losses, all subject to a $500 per occurrence retention or deductible limit. The Company provides for their estimated cost to settle both known claims and claims incurred but not yet reported. Liabilities associated with these claims are estimated, in part, by considering the frequency and severity of historical claims, both specific to us, as well as industry-wide loss experience and other actuarial assumptions. We determine our insurance obligations with the assistance of actuarial firms. Since there are many estimates and assumptions involved in recording insurance liabilities and in the case of workers’ compensation a significant period of time elapses before the ultimate resolution of claims, differences between actual future events and prior estimates and assumptions could result in adjustments to these liabilities.

Leases

The Company operates restaurants that are located on sites owned by us and sites leased by us from third parties. In addition, the Company owns and leases sites from third parties, which it leases and/or subleases to franchisees. At inception, each lease or sublease is evaluated to determine whether the lease will be accounted for as an operating or capital lease, including the determination of direct financing leases based on its terms. Capital lease assets and related obligations are recorded at the lower of the present value of future minimum lease payments or fair market value at lease inception. When determining the lease term, we include option periods for which failure to renew the lease imposes a significant economic detriment. For properties used to operate company-ownedfor Company-operated restaurants, the primary economic detriment relates to the existence of unamortized leasehold improvements which might be impaired if we choose not to exercise the available renewal options. The lease term for properties leased or subleased to franchisees, is determined based upon the economic detriment to the franchisee and includes consideration of the length of the franchise agreement, historical performance of the restaurant and the existence of bargain renewal options.

For operating leases, minimum lease payments or receipts, including minimum scheduled rent increases, are recognized as rent expense or income, as applicable, on a straight line basis (“Straight-Line Rent”) over the applicable lease terms. Lease terms are generally initially between 15 and 20 years and, in most cases, provide for rent escalations and renewal options. The term used for Straight-Line Rent is calculated initially from the date of possession of the leased premises through the expected lease termination date. We recognize rent expense or income, as applicable, from the possession date to the restaurant opening date. There is a period under certain lease agreements referred to as a rent holiday (“Rent Holiday”) that generally begins on the possession date and ends on the rent commencement date. During a Rent Holiday, no cash rent payments are typically due under the terms of the lease; however, expense or income, as applicable, is recorded for that period on a straight-line basis.


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For leases that contain rent escalations, we record the rent payable or receivable, as applicable, during the lease term, as determined above, on the straight-line basis over the term of the lease (including the Rent Holiday beginning upon possession of the premises), and record theThe excess of the Straight-Line Rent over the minimum rents paid or received is recorded as a deferred lease liability or asset, which is included in “Other liabilities” or “Other assets,” as applicable. Certain leases contain provisions, referred to as contingent rent (“Contingent Rent”), that require additional rental payments based upon restaurant sales volume. Contingent Rent is recognized each period as the liability is incurred or the asset is earned.

For direct financing leases, the Company records its investment in properties leased to franchisees on a net basis, which is comprised of its gross investment less unearned income. The current and long-term portions of our net investment in direct financing leases are included in “Accounts and notes receivable”receivable, net” and “Other assets,“Net investment in direct financing leases,” respectively. Unearned income is recognized as interest income over the lease term and is included in “Interest expense.expense, net.”

Favorable and unfavorable lease amounts are recorded as components of “Other intangible assets” and “Other liabilities,” respectively. Favorable and unfavorable lease amounts are amortized on a straight-line basis over the term of the leases. When the expected term of a lease is determined to be shorter than the original amortization period, the favorable or unfavorable lease balance associated with the lease is adjusted to reflect the revised lease term.

Lease
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Rental expense, rental income and favorable and unfavorable lease amortization isfor operating leases are recognized in the consolidated statements of operations based on the nature of the underlying lease. Amounts related to leases for company-ownedCompany-operated restaurants are recorded to “Cost of sales.” LeaseRental expense, including any related amortization, for leased properties that are subsequently subleased to franchisees is recorded to “Other operating expense, net.“Franchise rental expense.” Rental income, including any related amortization, for properties leased or subleased to franchisees is recorded to “Franchise revenues.rental income.” Amounts related to leases for corporate offices and equipment are recorded to “General and administrative.”

Management makes certain estimates and assumptions regarding each new lease and sublease agreement, renewal and amendment, including, but not limited to, property values, market rents, property lives, discount rates and probable term, all of which can impact (1) the classification and accounting for a lease or sublease as operating or capital, including direct financing, (2) the Rent Holiday and escalations in payment that are taken into consideration when calculating Straight-Line Rent, (3) the term over which leasehold improvements for each restaurant are amortized and (4) the values and lives of favorable and unfavorable leases. The amount of depreciation and amortization, interest and rent expense and income reported would vary if different estimates and assumptions were used.

Concentration of Risk

Wendy’s had no customers which accounted for 10% or more of consolidated revenues in 2015, 20142018, 2017 or 2013.2016. As of January 3, 2016,December 30, 2018, Wendy’s had one main in-line distributor of food, packaging and beverage products, excluding produce and breads, that serviced approximately 49%41% of its company-ownedCompany-operated and franchised restaurants and threesix additional in-line distributors that, in the aggregate, serviced approximately 37%55% of its company-ownedCompany-operated and franchised restaurants. We believe that our vulnerability to risk concentrations related to significant vendors and sources of itsour raw materials is mitigated as we believe that there are other vendors who would be able to service our requirements. However, if a disruption of service from any of our main in-line distributors was to occur, we could experience short-term increases in our costs while distribution channels were adjusted.

Wendy’s restaurants are principally located throughout the U.S. and to a lesser extent, in 2831 foreign countries and U.S. territories with the largest number in Canada. Wendy’s restaurants are located in 50 states and the District of Columbia, with the largest number in Florida, Ohio, Texas, Georgia, California, Michigan, Pennsylvania, North Carolina and North Carolina.Michigan. Because our restaurant operations are generally located throughout the U.S. and to a much lesser extent, Canada and other foreign countries and U. S. territories, we believe the risk of geographic concentration is not significant. We could be adversely affected by changing consumer preferences resulting from concerns over nutritional or safety aspects of beef, poultry,chicken, french fries or other products we sell or the effects of food safety events or disease outbreaks. Our exposure to foreign exchange risk is primarily related to fluctuations in the Canadian dollar relative to the U.S. dollar for our Canadian operations. However, our exposure to Canadian dollar foreign currency risk is mitigated by the fact that there are no Company-operated restaurants in Canada and less than 10% of Wendy’s franchised restaurants are in Canada.

The Company is subject to credit risk through its accounts receivable consisting primarily of amounts due from franchisees for royalties, franchise fees and rent. In addition, we have notes receivable from certain of our franchisees. The financial condition of these franchisees is largely dependent upon the underlying business trends of the Wendy’s brand and market conditions within the quick-service restaurant industry. This concentration of credit risk is mitigated, in part, by the number of franchisees and the short-term nature of the franchise receivables.

New Accounting Standards Adopted

In February 2018, the Financial Accounting Standards Board (“FASB”) issued an amendment that allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act (the “Tax Act”). The Company early adopted the amendment, prospectively, during the fourth quarter of 2018. The adoption of this guidance did not have a material impact on our consolidated financial statements.

In May 2017, the FASB issued new guidance on the scope of modification accounting for share-based payment arrangements. The new guidance provides relief to entities that make non-substantive changes to their share-based payment arrangements. The Company adopted this amendment, prospectively, during the first quarter of 2018. The adoption of this guidance did not impact our consolidated financial statements.


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New Accounting Standards Adopted

In November 2015, the Financial Accounting Standards Board (the “FASB”) issued an amendment that requires deferred tax assets and deferred tax liabilities be classified as non-current in the consolidated balance sheet. The Company early adopted this amendment, prospectively, during the fourth quarter of 2015.

In April 2015,January 2017, the FASB issued an amendment that modifies the presentation of debt issuance costs. The amendment requires debt issuance costs be presented in the balance sheet as a direct reduction of the related debt liability rather than as an asset. The Company early adopted this amendment, which required retrospective application, during the second quarter of 2015. The adoption of this guidance resulted in the reclassification of debt issuance costs of $8,243 from “Other assets” to “Long-term debt” in our consolidated balance sheet as of December 28, 2014. See Note 12 for more information.

In April 2014, the FASB issued an amendment that modifies the criteria for reporting a discontinued operation. The amendment changesclarifies the definition of a discontinued operation including the implementation guidance and requires expanded disclosures.business in determining whether to account for a transaction as an asset acquisition or a business combination. The Company adopted this amendment, prospectively, during the first quarter of 2015.

New Accounting Standards2018. The adoption of this guidance did not impact our consolidated financial statements.

In FebruaryNovember 2016, the FASB issued a new standard on leases.an amendment that clarifies guidance for proper classification and presentation of restricted cash in the statement of cash flows. Accordingly, changes in restricted cash that have historically been included within operating, investing and financing activities have been eliminated, and restricted cash, including the restricted cash of the Advertising Funds, is combined with cash and cash equivalents when reconciling the beginning and end of period balances for all periods presented. The new standard requires lesseesCompany adopted this amendment during the first quarter of 2018. The adoption of the amendment resulted in an increase in net cash used in investing activities of $24,935 during 2017 and an increase in net cash provided by investing activities of $14,971 during 2016. Additionally, net cash provided by operating activities decreased $12,847 in 2017 and increased $4,891 in 2016. Because of the inclusion of restricted cash in the beginning and end of period balances, our cash, cash equivalents and restricted cash as presented in the statements of cash flows increased $41,377, $77,709 and $57,764 as of December 31, 2017, January 1, 2017 and January 3, 2016, respectively. This amendment did not impact the Company’s consolidated statements of operations or consolidated balance sheets.

In August 2016, the FASB issued an amendment that provides guidance for proper classification of certain cash receipts and payments in the statement of cash flows. Upon adoption in the first quarter of 2018, the Company elected to recognize onuse the balance sheet the assets and liabilitiesnature of distribution approach for the rights and obligations created by finance and operating leases with lease terms of more than 12 months.all distributions it receives from its equity method investees. The amendment is effective commencing with our 2019 fiscal year and requires enhanced disclosures. We are currently evaluating the impact of the adoption of this standardguidance did not impact our consolidated financial statements.

In March 2016, the FASB issued an amendment that provides guidance on extinguishing financial liabilities for certain prepaid stored-value products. The Company adopted this amendment during the first quarter of 2018. The adoption of this guidance did not impact our consolidated financial statements.

In January 2016, the FASB issued an amendment that revises the accounting related to the classification and measurement of investments in equity securities and the presentation of certain fair value changes for financial liabilities measured at fair value. The Company adopted this amendment is effective commencing with our 2018 fiscal year and requires enhanced disclosures. We are currently evaluatingduring the impactfirst quarter of the2018. The adoption of this standard onguidance did not impact our consolidated financial statements.

Revenue Recognition

In September 2015,May 2014, 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 does not expect the amendment, which is effective commencing with our 2016 fiscal year, to have a material impact on our consolidated financial statements.

In August 2015, the FASB issued an amendment to deferamended guidance for one year the effective date of the new standard on revenue recognition issued in May 2014.recognition. The new standardguidance 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 for 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 supersedes most currentservices. 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 Company adopted the new guidance on January 1, 2018. As a result, the Company has changed its accounting policy for revenue recognition as detailed below.

The Company applied the new guidance using the modified retrospective method, whereby the cumulative effect of initially adopting the guidance was recognized as an adjustment to the opening balance of equity at January 1, 2018. Therefore, the comparative periods have not been adjusted and continue to be reported under the previous revenue recognition guidance. The details of the significant changes and quantitative impact of the changes are discussed below.

Franchise Fees

Under previous revenue recognition guidance, including industry-specific guidance. The new standard is now effective commencing with our 2018 fiscal yearbuild technical assistance fees and requires enhanced disclosures. We are currently evaluating the impact of the adoption of this standard on our consolidated financial statements.

In July 2015, the FASB issued an amendment that requires entities to measure inventory at the lower of costdevelopment fees were recognized as revenue when a franchised restaurant opened, as all material services and net realizable value, rather than the lower of cost or market, with market value represented by replacement cost, net realizable value or net realizable value less a normal profit margin. The Company does not expect the amendment, which is effective commencing with our 2017 fiscal year, to have a material impact on 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 does not expect the amendment, which is effective commencing with our 2016 fiscal year, to have a material impact on our consolidated financial statements.

In February 2015, the FASB issued an amendment which revises the consolidation requirements and significantly changes the consolidation analysis required under current guidance. The amendment is effective commencing with our 2016 fiscal year. We are currently evaluating the impact of the adoption of this amendment on our consolidated financial statements.


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(2) Discontinued Operations

Sale of the Bakery

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. 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 $25,529 during the year ended January 3, 2016, which included transaction closing costs and a reduction of goodwill. The Company recognized income tax expense associated with the gain on disposal of $14,860 during the year ended January 3, 2016, 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 will provide 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., 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 $8,358 for the purchase of sandwich buns during the period from June 1, 2015 through January 3, 2016, which has been recorded to “Cost of sales.”

Informationconditions related to the Bakery hasfranchise fee had been reflectedsubstantially performed upon the restaurant opening. In addition, under previous guidance, technical assistance fees received in connection with sales of Company-operated restaurants to franchisees and facilitating Franchise Flips, as well as renewal fees, were recognized as revenue when the franchise agreements were signed and the restaurants opened. Under the new guidance, these franchise fees are considered highly dependent upon and interrelated with the franchise right granted in the accompanying consolidated financial statements as follows:

Balance sheets -franchise agreement. As a result of our salesuch, these franchise fees are recognized over the contractual term of the Bakery on May 31, 2015, there are no remaining Bakery assets and liabilities. The Bakery’s assets and liabilities as of December 28, 2014 have been presented as discontinued operations.

Statements of operations - The Bakery’s results of operations for the period from December 29, 2014 through May 31, 2015 and the years ended December 28, 2014 and December 29, 2013 have been presented as discontinued operations. In addition, the gain on disposal of the Bakery has been included in “Net income (loss) from discontinued operations” for the year ended January 3, 2016.

Statements of cash flows - The Bakery’s cash flows prior to its sale (for the period from December 29, 2014 through May 31, 2015 and for the years ended December 28, 2014 and December 29, 2013) have been included in, and not separately reported from, our consolidated cash flows. The consolidated statement of cash flows for the year ended January 3, 2016 also includes the effects of the sale of the Bakery.franchise agreement.






















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The following table presents the Bakery’s results of operations and the gain on disposal which have been included in discontinued operations:
  Year Ended
  2015 2014 2013
Revenues (a) $25,885
 $62,561
 $63,741
Cost of sales (b) (7,543) (45,710) (58,809)
  18,342
 16,851
 4,932
General and administrative (1,093) (2,525) (2,248)
Depreciation and amortization (c) (2,297) (5,471) (6,968)
Other expense, net (d) (19) (126) (256)
Income (loss) from discontinued operations before income taxes 14,933
 8,729
 (4,540)
(Provision for) benefit from income taxes (4,439) (3,719) 1,903
Income (loss) from discontinued operations, net of income taxes 10,494
 5,010
 (2,637)
Gain on disposal of discontinued operations before income taxes 25,529
 —
 —
Provision for income taxes on gain on disposal (14,860) —
 —
Gain on disposal of discontinued operations, net of income taxes 10,669
 —
 —
Net income (loss) from discontinued operations $21,163
 $5,010
 $(2,637)
_______________

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

(b)The year ended January 3, 2016 includes employee separation-related costs of $791 as a result of the sale of the Bakery. In addition, includes a $13,500 charge to cost of sales during the year ended December 29, 2013 resulting from the Bakery’s withdrawal from a multiemployer pension plan and the subsequent reversal during the year ended January 3, 2016 of $12,486. See Note 19 for further discussion.

(c)Included in “Depreciation and amortization” in our consolidated statements of cash flows for the periods presented.

(d)Includes net gains on sales of other assets.  During 2015, 2014 and 2013, the Bakery received cash proceeds of $50, $52 and $114, respectively, resulting in net gains on sales of other assets of $32, $69 and $96, respectively.

The Bakery’s capital expenditures were $2,693, $2,613 and $3,106 for the years ended January 3, 2016, December 28, 2014 and December 29, 2013, respectively, which are included in “Capital expenditures” in our consolidated statements of cash flows.

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The following table summarizes the gain on the disposal of our Bakery, which has been included in discontinued operations:
 Year Ended
 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
Post-closing adjustments on the sale of the Bakery(1,809)
 25,529
Provision for income taxes (e)(14,860)
Gain on disposal of discontinued operations, net of income taxes$10,669
_______________

(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.

Sale of Arby’s

On July 4, 2011, Wendy’s Restaurants completed the sale of 100% of the common stock of Arby’s, its then wholly-owned subsidiary, to ARG IH Corporation (“ARG”), a wholly-owned subsidiary of ARG Holding Corporation (“ARG Parent”), for $130,000 in cash (subject to customary purchase price adjustments) and 18.5% of the common stock of ARG Parent (through which Wendy’s Restaurants indirectly retained an 18.5% interest in Arby’s) with a fair value of $19,000. ARG and ARG Parent were formed for purposes of this transaction. ARG also assumed approximately $190,000 of Arby’s debt, consisting primarily of capital lease and sale-leaseback obligations.

Information related to Arby’s has been reflected in the accompanying consolidated financial statements as follows:

Balance sheets - As a result of our sale of Arby’s on July 4, 2011, there are no remaining Arby’s assets and liabilities for the periods presented.

Statements of operations - Net loss from discontinued operations for the year ended December 29, 2013 includes certain post-closing Arby’s related transactions of $266, which is comprised of losses from discontinued operations before income taxes of $425 offset by a benefit from income taxes of $159.

Statements of cash flows - The statement of cash flows for the year ended December 29, 2013 includes the effect of certain post-closing Arby’s related transactions.

(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 helping

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National Advertising Funds

Previously, the revenue, expenses and cash flows of the Advertising Funds were not included in the Company’s consolidated statements of operations and statements of cash flows because the contributions to the Advertising Funds were designated for specific purposes and the Company acted as an agent, in substance, with regard to these contributions as a result of industry-specific guidance. Under the new guidance, which superseded the previous industry-specific guidance, the revenue, expenses and cash flows of the Advertising Funds are fully consolidated into the Company’s consolidated statements of operations and statements of cash flows.

Impacts on Financial Statements

The following tables summarize the impacts of adopting the revenue recognition standard on the Company’s consolidated financial statements:
   Adjustments  
 As Reported Franchise Fees Advertising Funds Balances Without Adoption
Consolidated Balance Sheet       
December 30, 2018       
Accrued expenses and other current liabilities$150,636
 $(3,079) $—
 $147,557
Advertising funds restricted liabilities80,153
 —
 (2,492) 77,661
Total current liabilities284,185
 (3,079) (2,492) 278,614
Deferred income taxes269,160
 21,861
 —
 291,021
Deferred franchise fees92,232
 (81,551) —
 10,681
Total liabilities3,643,586
 (62,769) (2,492) 3,578,325
Retained earnings146,277
 63,174
 2,492
 211,943
Accumulated other comprehensive loss(61,673) (405) —
 (62,078)
Total stockholders’ equity648,449
 62,769
 2,492
 713,710
        
Consolidated Statement of Operations      
Year Ended December 30, 2018       
Franchise royalty revenue and fees (a)$409,043
 $(525) $—
 $408,518
Advertising funds revenue326,019
 —
 (326,019) —
Total revenues1,589,936
 (525) (326,019) 1,263,392
Advertising funds expense321,866
 —
 (321,866) —
Total costs and expenses1,340,044
 —
 (321,866) 1,018,178
Operating profit249,892
 (525) (4,153) 245,214
Income before income taxes574,916
 (525) (4,153) 570,238
Provision for income taxes(114,801) 134
 —
 (114,667)
Net income460,115
 (391) (4,153) 455,571
_______________

(a)The adjustments for 2018 include the reversal of franchise fees recognized over time under the new revenue recognition guidance of $9,641, as well as franchisee fees that would have been recognized under the previous revenue recognition guidance when the franchise agreements were signed and the restaurants opened of $9,116. See Note 2 for further information.

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   Adjustments  
 As Reported Franchise Fees Advertising Funds Balances Without Adoption
Consolidated Statement of Cash Flows       
Year Ended December 30, 2018       
Cash flows from operating activities:       
Net income$460,115
 $(391) $(4,153) $455,571
Adjustments to reconcile net income to net cash provided by operating activities:       
Deferred income tax(6,568) (134) —
 (6,702)
Other, net5,178
 (502) —
 4,676
Changes in operating assets and liabilities:       
Advertising funds restricted assets and liabilities13,955
 —
 4,153
 18,108
Accrued expenses and other current liabilities23,963
 1,027
 —
 24,990

New Accounting Standards

In August 2018, the FASB issued new guidance on accounting for implementation costs of a cloud computing arrangement that is a service contract. The new guidance aligns the accounting for such implementation costs of a cloud computing arrangement that is a service contract with the guidance on capitalizing costs associated with developing or obtaining internal-use software. The Company does not expect the amendment, which is effective beginning with our 2019 fiscal year, to have a material impact on our consolidated financial statements.

In August 2018, the FASB issued new guidance on disclosure requirements for fair value measurements. The objective of the new guidance, which is effective beginning with our 2020 fiscal year, is to provide additional information about assets and liabilities measured at fair value in the statement of financial position or disclosed in the notes to financial statements. New incremental disclosure requirements include the amount of fair value hierarchy level 3 changes in unrealized gains and losses and the range and weighted average used to develop significant unobservable inputs for level 3 fair value measurements. The Company does not expect the amendment to have a material impact on our consolidated financial statements.

In June 2018, the FASB issued new guidance on nonemployee share-based payment arrangements. The new guidance aligns the requirements for nonemployee share-based payments with the requirements for employee share-based payments. The Company does not expect the amendment, which is effective beginning with our 2019 fiscal year, to have a material impact on our consolidated financial statements.

In January 2017, the FASB issued an amendment that simplifies the accounting for goodwill impairment by eliminating step two from the goodwill impairment test. The Company does not expect the amendment, which requires prospective adoption and is effective commencing with our 2020 fiscal year, to have a material impact on our consolidated financial statements.

In June 2016, the 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.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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Leases

In February 2016, the FASB issued new guidance on leases, which outlines principles for the recognition, measurement, presentation and disclosure of leases applicable to both lessors and lessees. The new guidance, which is effective beginning with our 2019 fiscal year, 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. The guidance allows an entity to choose either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial statements as its date of initial application. We expect to adopt the standard using the effective date as our date of initial application and therefore we will not apply the standard to the comparative periods presented in our consolidated financial statements.

The new standard also provides a number of optional practical expedients in transition. The Company expects to elect the package of practical expedients, which, among other items, permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. The Company also expects to elect the short-term lease recognition exemption for all leases that qualify. Under this practical expedient, for those leases that qualify, we will not recognize right-of-use (“ROU”) assets or lease liabilities, which includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. The Company also expects to elect the practical expedient to not separate lease and non-lease components for all of our leases. The Company does not expect to elect the use-of-hindsight practical expedient.

We have implemented a new lease management system to facilitate franchisee-to-franchisee restaurant transfers.the adoption of this guidance. In February 2015,addition, we have performed an analysis of the completeness of our lease portfolio and evaluated the impact of adoption on our financial statements, existing accounting policies and disclosures. We expect that this standard will have a material impact on our consolidated balance sheets and related disclosures. Upon adoption, we expect to recognize additional operating lease liabilities of approximately $1,000,000, with corresponding ROU assets based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases. In addition, the standard requires lessors to recognize lessees’ payments to the Company announced plansfor executory costs on a gross basis as revenue with a corresponding expense, which will result in an increase in our annual revenues and expenses of approximately $40,000 after adoption. We do not expect the adoption of this guidance to sell approximately 540 additionalhave a material impact on our consolidated statements of cash flows.

(2) Revenue

Nature of Goods and Services

The Company generates revenues from sales at Company-operated restaurants and earns fees and rental income from franchised restaurants. Revenues are recognized upon delivery of food to the customer at Company-operated restaurants or upon the fulfillment of terms outlined in the franchise agreement for franchised restaurants. The franchise agreement provides the franchisee the right to construct, own and operate a Wendy’s restaurant upon a site accepted by Wendy’s and to use the Wendy’s system in connection with the operation of the restaurant at that site. The franchise agreement generally provides for a 20-year term and a 10-year renewal subject to certain conditions. The initial term may be extended up to 25 years and the renewal extended up to 20 years for qualifying restaurants under certain new restaurant development and reimaging programs.

The franchise agreement requires that the franchisee pay a royalty based on a percentage of sales at the franchised restaurant, as well as make contributions to the Advertising Funds based on a percentage of sales. Wendy’s may offer development incentive programs from time to time that provide for a discount or lesser royalty amount or Advertising Fund contribution for a limited period of time. The agreement also typically requires that the franchisee pay Wendy’s a technical assistance fee. The technical assistance fee is used to defray some of the costs to Wendy’s for training, start-up and transitional services related to new and existing franchisees acquiring restaurants and in the development and opening of new restaurants.

Wendy’s also enters into development agreements with certain franchisees. The development agreement generally provides the franchisee with the right to develop a specified number of new Wendy’s restaurants using the Image Activation design within a stated, non-exclusive territory for a specified period, subject to the franchisee meeting interim new restaurant development requirements.

Wendy’s owns and leases sites from third parties, which it leases and/or subleases to franchisees. Noncancelable lease terms are generally initially between 15 and 20 years and, in most cases, provide for rent escalations and renewal options. The initial lease term for properties leased or subleased to franchisees is generally set to be coterminous with the initial 20-year term of the related franchise agreement and any renewal term is coterminous with the 10-year renewal term of the related franchise agreement.

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Royalties and contributions to the Advertising Funds are generally due within the month subsequent to which the revenue was generated through sales at the franchised restaurant. Technical assistance fees and renewal fees are generally due upon execution of the related franchise agreement. Rental income is due in accordance with the terms of each lease, which is generally at the beginning of each month.

Disaggregation of Revenue

The following table disaggregates revenue by primary geographical market and source for 2018:
 U.S. Canada Other International Total
Sales at Company-operated restaurants$651,577
 $—
 $—
 $651,577
Franchise royalty revenue335,500
 23,629
 18,817
 377,946
Franchise fees25,044
 5,199
 854
 31,097
Franchise rental income177,076
 26,221
 —
 203,297
Advertising funds revenue306,442
 19,577
 —
 326,019
Total revenues$1,495,639
 $74,626
 $19,671
 $1,589,936

Contract Balances

The following table provides information about receivables and contract liabilities (deferred franchise fees) from contracts with customers:
 
December 30,
2018 (a)
Receivables, which are included in “Accounts and notes receivable, net” (b)$40,300
Receivables, which are included in “Advertising funds restricted assets”47,332
Deferred franchise fees (c)102,205
_______________

(a)Excludes funds collected from the sale of gift cards, which are primarily reimbursed to franchisees upon redemption at franchised restaurants and do not ultimately result in the recognition of revenue in the Company’s statement of operations.

(b)Includes receivables related to “Sales” and “Franchise royalty revenue and fees.”

(c)Deferred franchise fees of $9,973 and $92,232 are included in “Accrued expenses and other current liabilities” and “Deferred franchise fees,” respectively.

Significant changes in deferred franchise fees are as follows:
 2018
Deferred franchise fees at beginning of period$102,492
Revenue recognized during the period(9,641)
New deferrals due to cash received and other9,354
Deferred franchise fees at end of period$102,205


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Anticipated Future Recognition of Deferred Franchise Fees

The following table reflects the estimated franchise fees to be recognized in the future related to performance obligations that are unsatisfied at the end of the period:
Estimate for fiscal year: 
2019$8,309
20206,304
20215,873
20225,672
20235,442
Thereafter70,605
 $102,205

(3) System Optimization (Gains) Losses, Net

The Company’s system optimization initiative includes a shift from Company-operated restaurants to franchiseesfranchised restaurants over time, through acquisitions and dispositions, as well as facilitating Franchise Flips. As of January 1, 2017, the Company completed its plan to reduce its ongoing company-ownedCompany-operated restaurant ownership to approximately 5% of the total system. While the Company has no plans to reduce its ownership below the approximately 5% level, Wendy’s expects to continue to optimize its system bythrough Franchise Flips, as well as evaluating strategic acquisitions of franchised restaurants and strategic dispositions of Company-operated restaurants to existing and new franchisees, to further strengthen the end of 2016.franchisee base and drive new restaurant development and accelerate reimages in the Image Activation format. During 2015, 20142018 and 2013,2016, the Company completed the sale of 327, 255three and 244 company-owned310 Company-operated restaurants to franchisees, respectively, which included the sale of all of its company-owned restaurants in Canada.respectively. In addition, during 2015 the Company helped facilitatefacilitated 96, 400 and 144 Franchise Flips during 2018, 2017 and 2016, respectively (excluding the transfer of 71 restaurants between franchisees. The Company expects to complete its plan to reduce its company-owned restaurant ownership to approximately 5% with the sale of approximately 315 restaurants during 2016, of which 99 restaurants were classified as held for sale as of January 3, 2016.DavCo and NPC Transactions discussed below).

Gains and losses recognized on dispositions are recorded to “System optimization gains,(gains) losses, net” in our consolidated statements of operations. Costs related to acquisitions and dispositions under 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. All other costs incurred during 2018 and 2017 related to facilitating Franchise Flips are recorded to “Franchise support and other costs.”

The following is a summary of the disposition activity recorded as a result of our system optimization initiative:
Year EndedYear Ended
2015 2014 (a) (b) 2013 (a)2018 2017 2016
Number of restaurants sold to franchisees327
 237
 244
3
 —
 310
          
Proceeds from sales of restaurants$193,860
 $128,292
 $130,154
$1,436
 $—
 $251,446
Net assets sold (c)(a)(86,493) (53,043) (60,895)(1,370) —
 (115,052)
Goodwill related to sales of restaurants(b)(29,970) (18,032) (20,578)(208) —
 (41,561)
Net (unfavorable) favorable leases (d)(846) 34,335
 (57)
Net favorable (unfavorable) leases (c)220
 —
 (24,592)
Other (e)(5,499) (5,692) (1,957)11
 —
 (3,103)
71,052
 85,860
 46,667
89
 —
 67,138
Post-closing adjustments on sales of restaurants (f)(d)1,285
 (1,280) —
445
 2,541
 (1,411)
Gain on sales of restaurants, net72,337
 84,580
 46,667
534
 2,541
 65,727
     
Gain on sales of other assets, net (g)1,672
 5,089
 4,609
System optimization gains, net$74,009
 $89,669
 $51,276
(Loss) gain on sales of other assets, net (e)(71) 2,018
 6,204
Loss on DavCo and NPC Transactions—
 (43,635) —
System optimization gains (losses), net$463
 $(39,076) $71,931
_______________

(a)Reclassifications have been made to the prior year presentation to include salesNet assets sold consisted primarily of restaurants previously reported in “Other operating expense, net” to conform to the current year presentation. Reclassifications have also been made to reflect the Bakery’s gain on sales of other assets as discontinued operations. See Note 1 for further details.equipment.


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(b)In addition, during 2014 Wendy’s acquired and immediately sold 18 restaurants to a franchisee for cash proceedsGoodwill disposed of $15,779 and recognized a gain on sale of $1,841. No goodwill was recognized on this acquisition and as a result noof the sale of Company-operated restaurants during 2016 included goodwill was allocatedof $11,429 that had been reclassified to the sale.assets held for sale during 2015.  See Note 410 for further details.information.

(c)Net assets sold consisted primarily of cash, inventory and equipment.

(d)During 2015, 2014 and 2013,2016, the Company recorded favorable lease assets of $34,437, $63,120 and $37,749, respectively,$7,612 and unfavorable lease liabilities of $35,283, $28,785 and $37,806, respectively,$32,204 as a result of leasing and/or subleasing land, buildings and/or leasehold improvements to franchisees, in connection with sales of restaurants.

(e)(d)2015 includes a2018 and 2017 include (1) cash proceeds, net of payments, of $6 and $294, respectively, related to post-closing reconciliations with franchisees and (2) the recognition of deferred gaingains of $4,568 on the sale of 17 restaurants to franchisees during 2015$1,029 and $312, respectively, as a result of the resolution of certain contingencies related to the extension of lease terms. 2014terms for restaurants previously sold to franchisees. 2017 also includes the recognition of a deferred gain of $1,995$1,822 (C$2,300) resulting from the release of a guarantee provided by Wendy’s to a lender on behalf of a franchisee in connection with the sale of eight Canadian restaurants to athe franchisee as a result of Wendy’s providing a guarantee to a lender on behalf of the franchisee. See Note 21 for further information on the guarantee.during 2014.

(f)(e)During 2015, notes receivable2018, 2017 and 2016, Wendy’s received cash proceeds of $1,781, $10,534 and $10,727, respectively, primarily from franchisees receivedthe sale of surplus properties. 2017 also includes the recognition of a deferred gain of $375 related to the sale of a share in connection with sales of restaurants in 2014 were repaid and as a result, we recognized the related gain on the sales of restaurants of $4,492.an aircraft.

DavCo and NPC Transactions

As part of our system optimization initiative, the Company acquired 140 Wendy’s restaurants on May 31, 2017 from DavCo Restaurants, LLC (“DavCo”) for total net cash consideration of $86,788, which were immediately sold to NPC International, Inc. (“NPC”), an existing franchisee of the Company, for cash proceeds of $70,688 (collectively, the “DavCo and NPC Transactions”). As part of the NPC transaction, NPC agreed to remodel 90 acquired restaurants in the Image Activation format by the end of 2021 and build 15 new Wendy’s restaurants by the end of 2022. Prior to closing the DavCo transaction, seven DavCo restaurants were closed. The acquisition of Wendy’s restaurants from DavCo was not contingent on executing the sale agreement with NPC; as such, the Company accounted for the DavCo and NPC Transactions as an acquisition and subsequent disposition of a business. The total consideration paid to DavCo was allocated to net tangible and identifiable intangible assets acquired based on their estimated fair values. As part of the DavCo and NPC Transactions, the Company retained leases for purposes of subleasing such properties to NPC.


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(g)During 2015, 2014 and 2013, Wendy’s received cash proceeds of $10,478, $17,263 and $18,844, respectively, primarily from the sale of surplus properties as well as from the sale of a company-owned aircraft during 2014 and franchisees exercising options to purchase previously leased properties in 2013.

Assets Held for SaleThe following is a summary of the activity recorded as a result of the DavCo and NPC Transactions:
 January 3,
2016		 December 28, 2014 (a)
Number of restaurants classified as held for sale99
 106
Net restaurant assets held for sale (b)$50,262
 $25,266
    
Other assets held for sale (b)$7,124
 $13,469
 Year Ended
 2017
Acquisition (a) 
Total consideration paid$86,788
Identifiable assets and liabilities assumed: 
Net assets held for sale70,688
Capital lease assets49,360
Deferred taxes27,830
Capital lease obligations(97,797)
Net unfavorable leases (b)(22,330)
Other liabilities (c)(6,924)
Total identifiable net assets20,827
Goodwill (d)$65,961
  
Disposition 
Proceeds$70,688
Net assets sold(70,688)
Goodwill (d)(65,961)
Net favorable leases (e)24,034
Other (f)(1,708)
Loss on DavCo and NPC Transactions$(43,635)
_______________

(a)Reclassifications have been madeThe fair values of the identifiable intangible assets and taxes related to the prior year presentationacquisition were provisional amounts as of December 31, 2017, pending final purchase accounting adjustments. The Company finalized the purchase price allocation during 2018 with no differences from the provisional amounts previously reported. The Company utilized management estimates and consultation with an independent third-party valuation firm to include restaurants previously excluded from our system optimization initiativeassist in the valuation process.

(b)Includes favorable lease assets of $1,229 and unfavorable lease liabilities of $23,559.

(c)Includes a supplemental purchase price liability recorded to conform“Accrued expenses and other current liabilities” of $6,269, which was settled during 2018 upon the resolution of certain lease-related matters.

(d)Includes tax deductible goodwill of $21,795.

(e)The Company recorded favorable lease assets of $30,068 and unfavorable lease liabilities of $6,034 as a result of subleasing land, buildings and leasehold improvements to NPC.

(f)Includes cash payments for selling and other costs associated with the current year presentation. See Note 1 for further details.transaction.

(b) Net restaurantAssets Held for Sale

As of December 30, 2018 and December 31, 2017, the Company had assets held for sale include company-owned restaurantsof $2,435 and consist$2,235, respectively, primarily of cash, inventory, equipment and an estimate of allocable goodwill. Other assets held for sale primarily consistconsisting of surplus properties. Assets held for sale are included in “Prepaid expenses and other current assets.”

Subsequent to January 3, 2016, the Company completed the sale
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THE WENDY’S COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands Except Per Share Amounts)

(4) Acquisitions

During 2018 and 2016, the Company acquired 16 restaurants and two restaurants from franchisees, respectively. The Company did not incur any material acquisition-related costs associated with the acquisitions and such transactions were not significant to our consolidated financial statements. 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:restaurants acquired from franchisees:
 Year Ended
 2015 2014
Restaurants acquired from franchisees4
 27
    
Total consideration paid, net of cash received$1,232
 $27,630
Identifiable assets acquired and liabilities assumed:   
Properties1,303
 9,498
Acquired franchise rights760
 6,650
Other assets—
 941
Capital leases obligations(438) —
Unfavorable leases(440) —
Other liabilities(80) (565)
Total identifiable net assets1,105
 16,524
 127
 11,106
Gain on acquisition of restaurants (a)—
 349
Post-closing adjustments (b)(1,535) —
Goodwill$(1,408) $11,455
_______________
 Year Ended
 2018 2017 2016
Restaurants acquired from franchisees16
 —
 2
      
Total consideration paid, net of cash received$21,401
 $—
 $2,209
Identifiable assets acquired and liabilities assumed:     
Properties4,363
 —
 2,218
Acquired franchise rights10,127
 —
 —
Capital lease assets5,360
 —
 —
Other assets621
 —
 9
Capital leases obligations(3,135) —
 —
Unfavorable leases(733) —
 —
Other liabilities(2,240) —
 (18)
Total identifiable net assets14,363
 —
 2,209
Goodwill$7,038
 $—
 $—

(a)The fair value of the assets acquired in connection with the acquisition of three franchised restaurants during 2014 exceeded the total consideration resulting in a gain, which was included in “Other operating expense, net.”
On May 31, 2017, the Company also entered into the DavCo and NPC Transactions. See Note 3 for further information.

(5) Reorganization and Realignment Costs

The following is a summary of the initiatives included in “Reorganization and realignment costs:”
 Year Ended
 2018 2017 2016
G&A realignment - May 2017 plan$8,785
 $21,663
 $—
G&A realignment - November 2014 plan—
 —
 692
System optimization initiative283
 911
 9,391
Reorganization and realignment costs$9,068
 $22,574
 $10,083

General and Administrative (“G&A”) Realignment

May 2017 Plan

In May 2017, the Company initiated a plan to further reduce its G&A expenses following the November 2014 plan discussed below. The Company expects to incur total costs aggregating approximately $32,000 to $35,000 related to the plan. The Company recognized costs totaling $8,785 and $21,663 during 2018 and 2017, respectively, which primarily included severance and related employee costs and share-based compensation. The Company expects to incur additional costs aggregating approximately $4,500, comprised of (1) severance and related employee costs of approximately $1,000, (2) recruitment and relocation costs of approximately $1,500, (3) third-party and other costs of approximately $500 and (4) share-based compensation of approximately $1,500. The Company expects to recognize the majority of the remaining costs associated with the plan during 2019.


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(b) Post-closing adjustments in 2015 primarily represent an adjustment to the fair value of franchise rights acquired in connection with the acquisition of franchised restaurants during 2014.

During the fourth quarter of 2014, Wendy’s also acquired 18 restaurants for total net cash consideration of $26,324, which were immediately sold to a franchisee. As a result, no intangible assets or goodwill were recognized on this acquisition. The Company retained the land, building and leasehold improvements of $10,359, which have been leased to the franchisee.

In addition, during the year ended December 29, 2013, Wendy’s acquired one franchised restaurant; such transaction was not significant. See Note 8 for discussion of the step-acquisition of our investment in a joint venture in Japan.

(5) Reorganization and Realignment Costs

The following is a summary of the initiatives included in “Reorganization and realignment costs:”activity recorded as a result of the May 2017 plan:
 Year Ended
 2015 2014 2013
G&A realignment$10,342
 $12,926
 $—
System optimization initiative11,568
 18,977
 31,062
Facilities relocation and other transition costs—
 —
 4,574
Breakfast discontinuation—
 —
 1,118
Arby’s transaction related costs—
 —
 263
Reorganization and realignment costs$21,910
 $31,903
 $37,017
 Year Ended 
Total Incurred
Since Inception
 2018 2017 
Severance and related employee costs$3,797
 $14,956
 $18,753
Recruitment and relocation costs1,077
 489
 1,566
Third-party and other costs1,019
 1,091
 2,110
 5,893
 16,536
 22,429
Share-based compensation (a)1,557
 5,127
 6,684
Termination of defined benefit plans (b)1,335
 —
 1,335
Total G&A realignment - May 2017 plan$8,785
 $21,663
 $30,448
_______________

(a)Primarily represents incremental share-based compensation resulting from the modification of stock options in connection with the termination of employees under the May 2017 plan.

(b)During 2018, the Company terminated two frozen defined benefit plans. See Note 19 for further information.

The accruals for our May 2017 plan are included in “Accrued expenses and other current liabilities” and “Other liabilities” and totaled $6,280 and $1,044 as of December 30, 2018, respectively, and $8,467 and $3,803 as of December 31, 2017, respectively. The tables below present a rollforward of our accruals for the May 2017 plan.
 
Balance
December 31,
2017
 Charges Payments 
Balance
December 30, 2018
Severance and related employee costs$12,093
 $3,797
 $(8,649) $7,241
Recruitment and relocation costs177
 1,077
 (1,171) 83
Third-party and other costs—
 1,019
 (1,019) —
 $12,270
 $5,893
 $(10,839) $7,324

G&A Realignment
 
Balance
January 1,
2017
 Charges Payments 
Balance
December 31,
2017
Severance and related employee costs$—
 $14,956
 (2,863) $12,093
Recruitment and relocation costs—
 489
 (312) 177
Third-party and other costs—
 1,091
 (1,091) —
 $—
 $16,536
 $(4,266) $12,270

November 2014 Plan

In November 2014, the Company initiated a plan to reduce its general and administrativeG&A 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 total costs totaling $10,342 during 2015 and $23,268 in aggregateof $23,960 since inception.the inception of the November 2014 plan. The Company expectsdid not incur any expenses during 2018 or 2017 and does not expect to incur additional costs aggregating approximately $1,900 during 2016, comprised primarily of recruitment and relocation costs forrelated to the reinvestment in resources to drive long-term growth.plan.

The following is a summary of the activity recorded as a result of our G&A realignment plan:
  Year Ended Total
Incurred Since Inception
  2015 2014 
Severance and related employee costs $3,011
 $11,917
 $14,928
Recruitment and relocation costs 1,658
 209
 1,867
Other 49
 88
 137
  4,718
 12,214
 16,932
Share-based compensation (a) 5,624
 712
 6,336
   Total G&A realignment $10,342
 $12,926
 $23,268
_______________

(a)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.


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The tablesfollowing is a summary of the activity recorded as a result of the November 2014 plan:
 Year Ended 
Total Incurred
Since Inception
 2016 
Severance and related employee costs (a)$(344) $14,584
Recruitment and relocation costs992
 2,859
Other44
 181
 692
 17,624
Share-based compensation (b)—
 6,336
   Total G&A realignment - November 2014 plan$692
 $23,960
_______________

(a)2016 includes a reversal of an accrual of $387 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 the November 2014 plan.

The table below presentpresents a rollforward of our accruals for our G&A realignmentthe November 2014 plan during 2016, which arewere included in “Accrued expenses and other current liabilities” and “Other liabilities.” As of December 30, 2018 and December 31, 2017, no accrual remained.
  
Balance
December 28, 2014
 Charges Payments 
Balance
January 3, 2016
Severance and related employee costs $11,609
 $3,011
 $(11,189) $3,431
Recruitment and relocation costs 149
 1,658
 (1,663) 144
Other 5
 49
 (54) —
  $11,763
 $4,718
 $(12,906) $3,575

 
Balance
December 29, 2013
 Charges Payments 
Balance
December 28,
 2014
Balance
January 3, 2016
 Charges Payments 
Balance
January 1, 2017
Severance and related employee costs $—
 $11,917
 $(308) $11,609
$3,431
 $(344) $(2,855) $232
Recruitment and relocation costs —
 209
 (60) 149
144
 992
 (1,136) —
Other —
 88
 (83) 5
—
 44
 (44) —
 $—
 $12,214
 $(451) $11,763
$3,575
 $692
 $(4,035) $232

System Optimization Initiative

The Company has recognized costs related to its system optimization initiative, which includes a shift from company-ownedCompany-operated restaurants to franchised restaurants over time, through acquisitions and dispositions, as well as helping to facilitate franchisee-to-franchisee restaurant transfers. Thefacilitating Franchise Flips. During 2019, the Company expects to incur approximately $500 of additional costs of approximately $8,600 during 2016,in connection with dispositions under our system optimization initiative, which are primarily comprised of professional fees of approximately $7,000 and accelerated amortization of previously acquired franchise rights related to company-owned restaurants in territories that will be sold to franchisees of approximately $1,600.fees.

The following is a summary of the costs recorded as a result of our system optimization initiative:
Year Ended Total Incurred Since InceptionYear Ended Total Incurred Since Inception
2015 2014 2013 2018 2017 2016 
Severance and related employee costs$894
 $7,608
 $9,650
 $18,152
$—
 $3
 $82
 $18,237
Professional fees3,360
 3,424
 2,389
 9,173
264
 838
 7,437
 17,712
Other930
 3,678
 863
 5,471
19
 70
 272
 5,832
5,184
 14,710
 12,902
 32,796
283
 911
 7,791
 41,781
Accelerated depreciation and amortization (a)6,384
 507
 16,907
 23,798
—
 —
 1,600
 25,398
Share-based compensation (b)—
 3,760
 1,253
 5,013
—
 —
 —
 5,013
Total system optimization initiative$11,568
 $18,977
 $31,062
 $61,607
$283
 $911
 $9,391
 $72,192
_______________

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


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(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 system optimization initiative.


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The tables below present a rollforward of our accrualaccruals for our system optimization initiative, which is included in “Accrued expenses and other current liabilities.”
 
Balance
December 28, 2014
 Charges Payments 
Balance
January 3, 2016
Severance and related employee costs$2,235
 $894
 $(3,052) $77
Professional fees146
 3,360
 (2,798) 708
Other423
 930
 (1,263) 90
 $2,804
 $5,184
 $(7,113) $875

 
Balance
December 29, 2013
 Charges Payments 
Balance
December 28, 2014
Severance and related employee costs$7,051
 $7,608
 $(12,424) $2,235
Professional fees137
 3,424
 (3,415) 146
Other260
 3,678
 (3,515) 423
 $7,448
 $14,710
 $(19,354) $2,804

Facilities Relocation and Other Transition Costs

During 2012, the Company substantially completed the relocation of the Company’s Atlanta restaurant support center to Ohio. The Company did not incur any expenses during 2015 or 2014 and does not expect to incur additional costs related to the relocation.
  Year Ended Total Incurred Since Inception
  2013 
Severance, retention and other payroll costs $1,856
 $17,153
Relocation costs 1,898
 7,120
Atlanta facility closure costs 337
 4,878
Consulting and professional fees 128
 5,056
Other 355
 2,495
  4,574
 36,702
Accelerated depreciation expense —
 2,118
Share-based compensation —
 271
   Total $4,574
 $39,091

As of January 3, 2016, our accruals for facilities relocation and other transition costs, which arewere included in “Accrued expenses and other current liabilities” and “Other liabilities,liabilities.” totaled $1,863 and related to Atlanta facility closure costs.As of December 30, 2018, no accrual remained.

Breakfast Discontinuation
 
Balance
January 1, 2017
 Charges Payments 
Balance
December 31, 2017
Severance and related employee costs$—
 $3
 $(3) $—
Recruitment and relocation costs101
 838
 (939) —
Other—
 70
 (70) —
 $101
 $911
 $(1,012) $—

During 2013, the Company reflected costs totaling $1,118, resulting from the discontinuation of the breakfast daypart at certain restaurants. Costs during 2013 primarily consisted of the remaining carrying value of breakfast related equipment no longer being used.
 
Balance
January 3, 2016
 Charges Payments 
Balance
January 1, 2017
Severance and related employee costs$77
 $82
 $(159) $—
Recruitment and relocation costs708
 7,437
 (8,044) 101
Other90
 272
 (362) —
 $875
 $7,791
 $(8,565) $101

Arby’s Transaction Related Costs

As a result of the sale of Arby’s in July 2011, we expensed costs related to the Arby’s transaction during 2013 of $263 and $41,919 since inception. The Company did not incur any expenses during 2015 or 2014 and does not expect to incur additional costs related to the transaction.


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(6) Income (Loss) Per Share

Basic income (loss) per share for 20152018, 20142017 and 20132016 was computed by dividing net income (loss) amounts attributable to The Wendy’s Company by the weighted average number of common shares outstanding. Income (loss) amounts attributable to The Wendy’s Company used to calculate basic and diluted income (loss) per share were as follows:
  Year Ended
  2015 2014 2013
Amounts attributable to The Wendy’s Company:      
Income from continuing operations $139,979
 $116,424
 $48,390
Net income (loss) from discontinued operations 21,163
 5,010
 (2,903)
Net income $161,142
 $121,434
 $45,487

The weighted average number of shares used to calculate basic and diluted income (loss) per share were as follows:
 Year EndedYear Ended
 2015 2014 20132018 2017 2016
Common stock:           
Weighted average basic shares outstanding 323,018
 370,160
 392,585
237,797
 244,179
 262,209
Dilutive effect of stock options and restricted shares 5,707
 6,022
 6,095
7,166
 8,110
 4,503
Weighted average diluted shares outstanding 328,725
 376,182
 398,680
244,963
 252,289
 266,712

Diluted net income per share was computed by dividing net income attributable to The Wendy’s Company 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 2,323, 4,9461,520, 1,168 and 10,8231,558 for 2015, 20142018, 2017 and 2013,2016, respectively, from our diluted net income per share calculation as they would have had anti-dilutive effects.


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(7) Cash and Receivables
 Year EndYear End
 2015 2014December 30, 2018 December 31, 2017
Cash and cash equivalents       
Cash $281,877
 $205,662
$209,177
 $171,109
Cash equivalents 45,339
 61,450
222,228
 338
 $327,216
 $267,112
431,405
 171,447
    
Restricted cash equivalents    
Current (a)    
Restricted cash   
Current   
Accounts held by trustee for the securitized financing facility29,538
 28,933
Collateral supporting letters of credit $13,210
 $16,843
—
 3,205
Accounts held by trustee for the securitized financing facility 29,327
 —
Trust for termination costs for former Wendy’s executives 168
 168
109
 289
Other 164
 160
213
 206
 $42,869
 $17,171
29,860
 32,633
Advertising Funds (a)25,247
 8,579
    55,107
 41,212
Non-current (b)       
Trust for termination costs for former Wendy’s executives(b) $1,191
 $2,068
—
 165
Total cash, cash equivalents and restricted cash$486,512
 $212,824
_______________

(a)Included in “Advertising funds restricted assets.”

(b)Included in “Other assets.”
  Year End
  December 30, 2018 December 31, 2017
Accounts and Notes Receivable, Net    
Current    
Accounts receivable:    
Franchisees $60,567
 $78,699
Other (a) 51,320
 37,377
  111,887
 116,076
Notes receivable from franchisees (b) (c) 2,857
 2,860
  114,744
 118,936
Allowance for doubtful accounts (4,939) (4,546)
  $109,805
 $114,390
     
Non-current (d)    
Notes receivable from franchisees (c) $16,322
 $17,589
Allowance for doubtful accounts (c) (2,000) —
  $14,322
 $17,589
_______________

(a)Includes income tax refund receivables of $14,475 and $26,262 as of December 30, 2018 and December 31, 2017, respectively. Additionally, 2018 includes receivables of $22,500 related to insurance coverage for the FI Case. See Note 11 for further information on our legal reserves.

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(a)Included in “Prepaid expenses and other current assets.”

(b)Included in “Other assets.”
  Year End
  2015 2014
Accounts and Notes Receivable    
Current    
Accounts receivable:    
Franchisees $71,158
 $46,433
Other (a) 34,828
 19,970
  105,986
 66,403
Notes receivable from franchisees (b) (c) 2,356
 4,151
  108,342
 70,554
Allowance for doubtful accounts (3,488) (2,343)
  $104,854
 $68,211
     
Non-Current (d)    
Notes receivable from franchisees (b) $5,158
 $4,931
Allowance for doubtful accounts (257) (246)
  $4,901
 $4,685
_______________

(a)Includes income tax refund receivables of $23,508 and $8,431 as of January 3, 2016 and December 28, 2014, respectively. See Note 14 for further information.

(b)Includes notes receivable from franchisees received in connection with the sale of company-owned restaurants during 2014, of which $83 and $3,520 are included in current notes receivable and $331 and $414 are included in non-current notes receivable as of January 3, 2016 and December 28, 2014, respectively. See Note 3 for further information.

Also includes notes receivable from a franchisee in connection with the termination of our investment in a joint venture in Japan, of which $701 and $266 are included in current notes receivable and $2,212 and $2,179 of non-current notes receivable as of January 3, 2016 and December 28, 2014, respectively. See Note 8 for further information.

Non-current notes receivable, as of January 3, 2016, include a note receivable from the Brazil JV of $1,700. See Note 8 for further information.

(c)Includes the current portion of direct financing lease receivables of $25$735 and $193$625 as of January 3, 2016December 30, 2018 and December 28, 2014,31, 2017, respectively. See Note 20 for further information.

(c)Includes a note receivable from a franchisee in Indonesia, of which $969 and $1,008 are included in current notes receivable and $2,522 and $3,789 are included in non-current notes receivable as of December 30, 2018 and December 31, 2017, respectively.

Non-current notes receivable include notes receivable from the Brazil JV totaling $12,800 as of December 30, 2018 and December 31, 2017, respectively. During 2018, the Company recorded a reserve of $2,000 on the loans outstanding to the Brazil JV. See Note 8 for further information.

Non-current notes receivable include a note receivable from a franchisee in India of $1,000 as of December 30, 2018 and December 31, 2017, respectively.

(d)Included in “Other assets.”


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The following is an analysis of the allowance for doubtful accounts:
 Year EndYear Ended
 2015 2014 20132018 2017 2016
Balance at beginning of year:           
Current $2,343
 $3,310
 $5,740
$4,546
 $4,030
 $3,488
Non-current 246
 256
 2,881
—
 26
 257
Provision for doubtful accounts:           
Franchisees and other 979
 (925) (320)2,562
 579
 390
Uncollectible accounts written off, net of recoveries 177
 (52) (4,735)(169) (89) (79)
Balance at end of year:           
Current 3,488
 2,343
 3,310
4,939
 4,546
 4,030
Non-current 257
 246
 256
2,000
 —
 26
Total $3,745
 $2,589
 $3,566
$6,939
 $4,546
 $4,056

(8) Investments

The following is a summary of the carrying value of our investments:
 Year End
 2015 2014
Equity investments$55,541
 $69,790
Cost investments2,828
 4,264
 $58,369
 $74,054
 Year End
 December 30,
2018		 December 31,
2017
Equity method investments$47,021
 $55,363
Other investments in equity securities639
 639
 $47,660
 $56,002

Equity Method Investments

Wendy’s has a 50% share in the TimWen joint venture and a 20% share in the Brazil JV, both of which 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,income, net.”

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A wholly-owned subsidiary of Wendy’s entered into the Brazil JV during the second quarter of 2015 for the operation of Wendy’s restaurants in Brazil.  Wendy’s, StarbordStarboard International Holdings B.V. and Infinity Holding E Participações Ltda. contributed $1, $2 and $2, respectively, each receiving proportionate equity interests of 20%, 40% and 40%, respectively.  The Company did not receive any distributions and our share of the Brazil JV’s net losses was $88$1,344, $1,134 and $271 during the year ended January 3, 2016. The2018, 2017 and 2016, respectively. A wholly-owned subsidiary of Wendy’s also agreedhas loans outstanding to lend the Brazil JV an aggregate amount up to, but not to exceed, $8,000.totaling $12,800 as of December 30, 2018 and December 31, 2017. The loan isloans are denominated in U.S. Dollars, which is also the functional currency of the subsidiary; therefore, there is no exposure to changes in foreign currency rates. During 2015, the Company loaned the Brazil JV $1,700, which isThe loans are due October 20, 2020 and bearsbear interest at 6.5% per year. During 2018, the Company recorded a reserve of $2,000 on the loans outstanding to the Brazil JV. See Note 7 for further discussion.

The carrying value of our investment in TimWen exceeded our interest in the underlying equity of the joint venture by $32,513$26,378 and $41,213$31,033 as of January 3, 2016December 30, 2018 and December 28, 2014,31, 2017, respectively, primarily due to purchase price adjustments from the 2008 merger of Triarc Companies, Inc. and Wendy’s merger.(the “Wendy’s Merger”).


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Presented below is activity related to our portion of TimWen and the Brazil JV included in our consolidated balance sheets and consolidated statements of operations as of and for the years ended December 30, 2018, December 31, 2017 and January 3, 2016, December 28, 2014 and December 29, 2013.1, 2017.
 Year EndedYear Ended
 2015 2014 20132018 2017 2016
Balance at beginning of period $69,790
 $79,810
 $89,370
$55,363
 $54,545
 $55,541
           
Initial investment 108
 —
 —
Investment13
 375
 172
     
Equity in earnings for the period 11,533
 12,802
 13,793
10,402
 9,897
 10,627
Amortization of purchase price adjustments (a) (2,328) (2,626) (2,981)(2,326) (2,324) (2,276)
 9,313
 10,176
 10,812
8,076
 7,573
 8,351
Distributions received (12,451) (13,896) (14,116)(13,390) (11,713) (11,426)
Foreign currency translation adjustment included in
“Other comprehensive (loss) income, net”
 (11,111) (6,300) (6,256)
Foreign currency translation adjustment included in
“Other comprehensive (loss) income, net” and other
(3,041) 4,583
 1,907
Balance at end of period $55,541
 $69,790
 $79,810
$47,021
 $55,363
 $54,545
_______________

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

Presented below isIndirect Investment in Inspire Brands

In connection with the sale of Arby’s Restaurant Group, Inc. (“Arby’s) during 2011, Wendy’s Restaurants obtained an 18.5% equity interest in ARG Holding Corporation (“ARG Parent”) (through which Wendy’s Restaurants indirectly retained an 18.5% interest in Arby’s), with a summaryfair value of $19,000. The carrying value of our investment was reduced to zero during 2013 in connection with the financial informationreceipt of TimWena dividend that was determined to be a return of our investment.

Our 18.5% equity interest was diluted to 12.3% on February 5, 2018, when a subsidiary of ARG Parent acquired Buffalo Wild Wings, Inc. As a result, our diluted ownership interest included both the Arby’s and Buffalo Wild Wings brands under the Brazil JV, includingnewly formed combined company, Inspire Brands, Inc. (“Inspire Brands”). On August 16, 2018, the balance sheets asCompany sold its remaining 12.3% ownership interest to Inspire Brands for $450,000 and incurred transaction costs of January 3, 2016 and December 28, 2014 and certain$55, which were recorded to “Investment income, statement information fornet.” The Company recorded income tax expense of $97,501 on the years ended January 3, 2016, December 28, 2014 and December 29, 2013. The summary balance sheet financial information does not distinguish between current and long-term assets and liabilities.transaction, of which $95,038 was paid during the fourth quarter of 2018.


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(9) Properties
  Year End
  2015 2014
Balance sheet information:    
Properties $45,642
 $56,952
Cash and cash equivalents 3,756
 3,588
Accounts receivable 3,365
 2,663
Other 2,261
 2,105
  $55,024
 $65,308
     
Accounts payable and accrued liabilities $2,489
 $1,995
Debt 1,700
 —
Other liabilities 4,698
 6,158
Partners’ equity 46,137
 57,155
  $55,024
 $65,308
 Year End
 December 30, 2018 December 31, 2017
Owned:   
Land$377,277
 $379,297
Buildings and improvements507,219
 503,955
Leasehold improvements403,896
 390,958
Office, restaurant and transportation equipment266,030
 255,632
Leased:   
Capital leases (a)223,156
 222,878
 1,777,578
 1,752,720
Accumulated depreciation and amortization (b)(564,342) (489,661)
 $1,213,236
 $1,263,059
_______________

(a)These assets principally include buildings and improvements.

(b)Includes $33,187 and $22,688 of accumulated amortization related to capital leases at December 30, 2018 and December 31, 2017, respectively.

Depreciation and amortization expense related to properties was $90,612, $90,971 and $92,286 during 2018, 2017 and 2016, respectively.

(10) Goodwill and Other Intangible Assets

Goodwill activity for 2018 and 2017 was as follows:
  Year Ended
  2015 2014 2013
Income statement information:      
Revenues $33,215
 $36,604
 $38,751
Income before income taxes 22,610
 25,604
 27,586
Net income 22,822
 25,604
 27,586
 Year End
 December 30, 2018 December 31, 2017
Balance at beginning of year:   
Goodwill, gross$752,731
 $750,807
Accumulated impairment losses (a)(9,397) (9,397)
Goodwill, net743,334
 741,410
Changes in goodwill:   
Restaurant acquisitions (b)7,038
 65,961
Restaurant dispositions (b)(208) (65,961)
Currency translation adjustment(2,280) 1,924
Balance at end of year:

 

Goodwill, gross757,281
 752,731
Accumulated impairment losses (a)(9,397) (9,397)
Goodwill, net$747,884
 $743,334
_______________

(a)Accumulated impairment losses resulted from the full impairment of goodwill of the Wendy’s international franchise restaurants during the fourth quarter of 2013.

(b)Goodwill acquired and disposed of during 2017 resulted from the DavCo and NPC Transactions. See Note 3 for further information.


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Joint Venture in Japan

A wholly-owned subsidiary of Wendy’s entered intoOur annual goodwill impairment test was completed through a joint venture forqualitative assessment performed in the operation of Wendy’s restaurants in Japan (the “Japan JV”) with Ernest M. Higa and Higa Industries, Ltd., a corporation organized under the laws of Japan (collectively, the “Higa Partners”) during the secondfourth quarter of 2011. Through2018, which indicated the first quarter of 2013 as further described below, our 49% share of the Japan JV was accounted for as an equity method investment. Our share of the Japan JV’s net loss of $1,090 during the year ended December 29, 2013 is included in “Other operating expense, net” in our consolidated statements of operations.

In January 2013, Wendy’s and the Higa Partners agreed to fund future anticipated cash requirements of the Japan JV up to a maximum amount per partner. In conjunction with the first contributions in April 2013 of $1,000 and $219 by Wendy’s and the Higa Partners, respectively, the partners executed an amendment to the original joint venture agreement which included revised rights and obligations of the partners and changes to the ownership and profit distribution percentages. As a result of the changes in the ownership rights and obligations of the partners in April 2013, Wendy’s consolidated the Japan JV beginning in the second quarter of 2013. Beginning in the second quarter of 2013, we reported the Japan JV’s results of operations in the appropriate line items in our consolidated statements of operations and the net loss attributable to the Higa Partners’ ownership percentage in “Net loss attributable to noncontrolling interests.” The consolidation of the Japan JV’s three restaurants did not have a material impact on our consolidated financial statements. In August 2013, additional contributions of $1,000 and $219 were made by Wendy’s and the Higa Partners, respectively.

In December 2013, Wendy’s and the Higa Partners agreed to terminate Wendy’s investment in the joint venture and repay their respective portions of the Japan JV’s outstanding financing debt and liabilities related to restaurant closure costs (the “Obligations”). In connection with that agreement, Wendy’s (1) made a contribution to the Japan JV of $2,800 to pay the Obligations attributable to Wendy’s interest and (2) loaned $2,800 to the Japan JV to pay the Obligations attributable to the Higa Partners interest. Wendy’s also loaned $197 to the Japan JV to help support the future working capital needs of that entity. On December 27, 2013, Wendy’s transferred its interest in the Japan JV to Higa Industries, Ltd. for nominal consideration, terminating the joint venture, and establishing the Japan JV as a wholly-owned entity of the Higa Partners (“Wendy’s Japan”). Wendy’s Japan and the Higa Partners issued a promissory note to Wendy’s evidencing the commitment to repay both amounts described above in full by December 27, 2018. We have included our capital contributions totaling $4,800, net of cash acquired of $188, for the year ended December 29, 2013 in “Acquisitions” in our consolidated statement of cash flows. Therefore, Wendy’s deconsolidated the Japan JV and recognized a loss of $1,658, which was included in “Other operating expense, net” in our consolidated statements of operations for the year ended December 29, 2013.

Certain of the Obligations were supported by guarantees by Wendy’s and the Higa Partners, and such guarantees were subject to a cross-indemnification arrangement between Wendy’s and the Higa Partners. With the repayment of the Japan JV’s financing debt, the applicable guarantees were also terminated, and both Wendy’s and the Higa Partners terminated the cross-indemnification arrangement related thereto. As a result, as of December 29, 2013, Wendy’s had no remaining funding requirements for, or exposure under guarantees to lenders to, the Japan JV.

Indirect Investment in Arby’s

In connection with the sale of Arby’s, Wendy’s Restaurants obtained an 18.5% equity interest in ARG Holding Corporation (through which Wendy’s Restaurants indirectly retained an 18.5% interest in Arby’s) with a fair value of $19,000. See Note 2 forgoodwill of our Wendy’s North America restaurants was more information on the sale of Arby’s. We account for our interest in Arby’s as a cost method investment. During 2015, we received a dividend of $54,911 from our investment in Arby’s, which was recognized in “Investment income, net.” During 2013, we received a dividend of $40,145, of which $21,145 was recognized in “Investment income, net,” with the remainder recorded as a reduction tolikely than not greater than the carrying value of our investment in Arby’s.amount.

SaleThe following is a summary of Investment in Jurlique International Pty Ltd.the components of other intangible assets and the related amortization expense:
 Year End
 December 30, 2018 December 31, 2017
 Cost Accumulated Amortization Net Cost Accumulated Amortization Net
Indefinite-lived:           
Trademarks$903,000
 $—
 $903,000
 $903,000
 $—
 $903,000
Definite-lived:           
Franchise agreements348,200
 (170,134) 178,066
 349,499
 (154,140) 195,359
Favorable leases233,990
 (79,776) 154,214
 239,096
 (69,128) 169,968
Reacquired rights under franchise agreements11,807
 (1,971) 9,836
 1,680
 (1,589) 91
Software154,919
 (105,882) 49,037
 137,913
 (84,746) 53,167
 $1,651,916
 $(357,763) $1,294,153
 $1,631,188
 $(309,603) $1,321,585

On February 2, 2012, Jurl Holdings, LLC (“Jurl”), a 99.7% owned subsidiary completed the sale of our investment in Jurlique International Pty Ltd. (“Jurlique”), an Australian manufacturer of skin care products, for which we received proceeds of $27,287, net of the amount held in escrow. During the year ended December 29, 2013, we collected $1,166 of the escrow. We also determined that $799 of the remaining escrow would not be received
Aggregate amortization expense: 
Actual for fiscal year: 
2016$48,824
201747,302
201852,064
Estimate for fiscal year: 
2019$47,987
202043,247
202138,225
202233,701
202330,499
Thereafter197,494

(11) Accrued Expenses and recorded the reduction of our escrow receivable to “Investment income, net.” During the year ended December 28, 2014, we received a final escrow payment of $1,154 resulting in a gain of $199 which was recognized in “Investment income, net.” As a result of this sale and distributions to the minority shareholders, there are no remaining noncontrolling interests in this consolidated subsidiary.Other Current Liabilities
 Year End
 December 30, 2018 December 31, 2017
Legal reserves (a)$55,883
 $1,597
Accrued compensation and related benefits37,637
 49,541
Accrued taxes20,811
 19,924
Other36,305
 40,562
 $150,636
 $111,624
_______________

(a)During 2018, the Company recorded a legal reserve of $50,000 for a settlement in the FI Case. See Note 23 for further information. The Company maintains insurance coverage for legal settlements, receivables for which are included in “Accounts and notes receivable, net.” See Note 7 for further information.


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(9) Properties

 Year End
 2015 2014
Owned:   
Land$379,982
 $383,356
Buildings and improvements508,186
 490,762
Office, restaurant and transportation equipment308,274
 384,660
Leasehold improvements371,734
 365,441
Leased:   
Capital leases (a)65,873
 39,762
 1,634,049
 1,663,981
Accumulated depreciation and amortization (b)(406,105) (422,811)
 $1,227,944
 $1,241,170
_______________

(a)These assets principally include buildings and improvements.

(b)Includes $9,827 and $9,798 of accumulated amortization related to capital leases at January 3, 2016 and December 28, 2014, respectively.

In connection with the reimaging of restaurants as part of our Image Activation program, we recorded $8,607 and $19,353 of accelerated depreciation and amortization during the years ended January 3, 2016 and December 28, 2014, respectively, on certain long-lived assets to reflect their use over shortened estimated useful lives.

(10) Goodwill and Other Intangible Assets

Goodwill activity for 2015 and 2014 was as follows:
  Year End
  2015 2014
     
Balance at beginning of year $822,562
 $842,544
Sale of the Bakery (12,067) —
Restaurant dispositions (a) (32,942) (27,571)
Restaurant acquisitions (b) (1,408) 11,455
Currency translation adjustment and other, net (5,364) (3,866)
Balance at end of year $770,781
 $822,562
_______________

(a)During 2015 and 2014, in connection with the Company’s plan to sell company-owned restaurants as part of its ongoing system optimization initiative, goodwill of $32,942 and $11,574, respectively, was reclassified to assets held for sale, of which $20,431 and $2,035, respectively, was disposed of as a result of the sale of company-owned restaurants. See Note 3 for further information.

(b)Restaurant acquisitions in 2015 primarily represents an adjustment to the fair value of franchise rights acquired in connection with the acquisition of franchised restaurants during 2014. See Note 4 for further information.

During the fourth quarter of 2013, step one of our annual goodwill impairment test indicated that our international franchise restaurants reporting unit was impaired as its carrying amount exceeded its fair value. The fair value of our international franchise

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reporting unit was based on the income approach, which was determined based on the present value of the anticipated cash flows associated with the reporting unit. The decline in the fair value of the international franchise restaurants reporting unit resulted from lower than anticipated current and future operating results including lower projected growth rates and profitability levels than previously anticipated. Step two of our process resulted in an impairment charge of $9,397, which represented the total amount of goodwill recorded for our international franchise restaurants reporting unit. We concluded in 2015, 2014 and 2013 that our remaining goodwill related to our North America company-owned and franchise restaurants reporting unit was not impaired.

The following is a summary of the components of other intangible assets and the related amortization expense:
 Year End 2015 Year End 2014
 Cost Accumulated Amortization Net Cost Accumulated Amortization Net
Indefinite-lived:           
Trademarks$903,000
 $—
 $903,000
 $903,000
 $—
 $903,000
Definite-lived:           
Franchise agreements347,970
 (120,298) 227,672
 350,802
 (104,596) 246,206
Favorable leases209,523
 (50,750) 158,773
 192,854
 (43,231) 149,623
Reacquired rights under franchise agreements8,753
 (6,503) 2,250
 8,685
 (1,109) 7,576
Software97,590
 (49,698) 47,892
 84,974
 (40,072) 44,902
 $1,566,836
 $(227,249) $1,339,587
 $1,540,315
 $(189,008) $1,351,307

Aggregate amortization expense: 
Actual for fiscal year (a): 
2013$55,482
201442,274
201554,686
Estimate for fiscal year: 
2016$44,180
201741,090
201837,758
201932,708
202030,270
Thereafter250,581
_______________

(a)Includes impairment charges on other intangible assets of $3,656, $3,610, $2,470 during 2015, 2014 and 2013, respectively. See Note 17 for more information on impairment of our long-lived assets. Also includes accelerated amortization on previously acquired franchise rights in territories that will be or have been sold as a part of our system optimization initiative of $6,384, $474 and $16,907 during 2015, 2014 and 2013, respectively.


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(11) Accrued Expenses and Other Current Liabilities

 Year End
 2015 2014
Accrued compensation and related benefits$60,566
 $41,260
Accrued taxes19,925
 23,471
Other43,913
 61,149
 $124,404
 $125,880

(12) Long-Term Debt

Long-term debt consisted of the following:
 Year End
 2015 2014
Series 2015-1 Class A-2 Notes:   
Series 2015-1 Class A-2-I Notes (a)$872,813
 $—
Series 2015-1 Class A-2-II Notes (a)897,750
 —
Series 2015-1 Class A-2-III Notes (a)498,750
 —
Term A Loans, repaid in June 2015 (a)—
 541,733
Term B Loans, repaid in June 2015 (a)—
 759,758
7% debentures, due in 2025 (b)87,057
 85,853
Capital lease obligations, due through 2045 
109,173
 59,073
Unamortized debt issuance costs (c)(39,430) (8,243)
 2,426,113
 1,438,174
Less amounts payable within one year(23,290) (53,202)
Total long-term debt$2,402,823
 $1,384,972
 Year End
 December 30,
2018		 December 31,
2017
Series 2018-1 Class A-2 Notes:   
3.573% Series 2018-1 Class A-2-I Notes, anticipated repayment date 2025$445,500
 $—
3.884% Series 2018-1 Class A-2-II Notes, anticipated repayment date 2028470,250
 —
Series 2015-1 Class A-2 Notes:   
3.371% Series 2015-1 Class A-2-I Notes, repaid with 2018 refinancing—
 855,313
4.080% Series 2015-1 Class A-2-II Notes, anticipated repayment date 2022870,750
 879,750
4.497% Series 2015-1 Class A-2-III Notes, anticipated repayment date 2025483,750
 488,750
7% debentures, due in 202590,769
 89,514
Capital lease obligations, due through 2045455,636
 467,964
Unamortized debt issuance costs(32,217) (26,889)
 2,784,438
 2,754,402
Less amounts payable within one year(31,655) (30,172)
Total long-term debt$2,752,783
 $2,724,230

Aggregate annual maturities of long-term debt, excluding the effect of purchase accounting adjustments, as of January 3, 2016December 30, 2018 were as follows:
Fiscal Year  
2016 $23,290
2017 23,408
2018 24,555
2019 862,944
2020 16,182
Thereafter 1,528,107
  $2,478,486
_______________
Fiscal Year 
2019$31,655
202030,871
202133,051
2022869,638
202328,328
Thereafter1,832,343
 $2,825,886

(a)
On June 1, 2015, Wendy’s Funding, LLC (“Wendy’s Funding” or the “Master Issuer”), a limited-purpose, bankruptcy-remote, wholly-owned indirect subsidiary of The Wendy’s Company, entered into a base indenture and a related supplemental indenture (collectively, the “Indenture”) under which the Master Issuer may issue multiple series of notes. On the same date, the Master Issuer issued fixed rate senior secured notes in the following 2015-1 series: Class A-2-I (the “Series 2015-1 Class A-2-I Notes”) with an initial principal amount of $875,000, Class A-2-II (the “Series 2015-1 Class A-2-II Notes”) with an initial principal amount of $900,000 and Class A-2-III (the “Series 2015-1 Class A-2-III Notes”) with an initial principal amount of $500,000 (collectively, the “Indenture”) under which the Master Issuer may issue multiple series of notes. On the same date, the Master Issuer issued Series 2015-1 3.371% Fixed Rate Senior Secured Notes, Class A-2-I (the “Class A-2-I Notes”) with an initial principal amount of $875,000, Series 2015-1 4.080% Fixed Rate Senior Secured Notes, Class A-2-II (the “Class A-2-II Notes”) with an initial principal amount of $900,000 and the Series 2015-1 4.497% Fixed Rate Senior Secured Notes, Class A-2-III, (the “Class A-2-III Notes”) with an initial principal amount of $500,000

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(collectively, the “Series 2015-1 Class A-2 Notes”). In addition, the Master Issuer entered into a revolving financing facility of Series 2015-1 Variable Funding Senior Secured Notes, Class A-1 (the “Series 2015-1 Class A-1 Notes” and, together with the Series 2015-1 Class A-2 Notes, the “Series 2015-1 Senior Notes”), which allowsallowed for the drawing of up to $150,000 under the Series 2015-1 Class A-1 Notes, which includeincluded certain credit instruments, including a letter of credit facility. The Series 2015-1 Class A-1 Notes were issued under the Indenture and allowallowed for drawings on a revolving basis. During the third quarter of 2015, the CompanyNo amounts were borrowed and repaid $19,000 under the Series 2015-1 Class A-1 Notes.Notes during 2018, 2017 and 2016.

The Series 2015-1 Senior Notes were issued in a securitization transaction pursuant to which certain of the Company’s domestic and foreign revenue-generating assets, consisting principally of franchise-related agreements, real estate assets, and intellectual property and license agreements for the use of intellectual property, were contributed or otherwise transferred to the Master Issuer and certain other limited-purpose, bankruptcy-remote, wholly-owned indirect subsidiaries of the Company that act as guarantors (the “Guarantors”) of the Series 2015-1 Senior Notes and that have pledged substantially all of their assets, excluding certain real estate assets and subject to certain limitations, to secure the Series 2015-1 Senior Notes.

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Interest and principal payments on the Series 2015-1 Class A-2 Notes are payable on a quarterly basis. The requirement to make such quarterly principal payments on the Series 2015-1 Class A-2 Notes is subject to certain financial conditions set forth in the Indenture. The legal final maturity date of the Series 2015-I2015-1 Class A-2 Notes is in June 2045, but, unless earlier prepaid to the extent permitted under the Indenture, the anticipated repayment dates of the Class A-2-I Notes, theSeries 2015-1 Class A-2-II Notes and the Series 2015-1 Class A-2-III Notes will be 4.25, 7seven and 10 years, respectively, from the date of issuance (the “Anticipated Repayment Dates”). If the Master Issuer has not repaid or refinanced the Series 2015-1 Class A-2 Notes prior to the respective Anticipated Repayment Dates, additional interest will accrue pursuant to the Indenture. As further discussed below, on January 17, 2018, the Master Issuer completed a refinancing transaction under which the proceeds received were used to redeem the Master Issuer’s outstanding Series 2015-1 Class A-2-I Notes.

On January 17, 2018, Wendy’s Funding completed a refinancing transaction under which the Master Issuer issued fixed rate senior secured notes in the following 2018-1 series: Class A-2-I (the “Series 2018-1 Class A-2-I Notes”) with an initial principal amount of $450,000 and Class A-2-II (the “Series 2018-1 Class A-2-II Notes”) with an initial principal amount of $475,000 (collectively, the “Series 2018-1 Class A-2 Notes”). Interest payments on the Series 2018-1 Class A-2 Notes are payable on a quarterly basis. The legal final maturity date of the Series 2018-1 Class A-2 Notes is in March 2048. The net proceeds from the sale of the Series 2018-1 Class A-2 Notes were used to redeem the Master Issuer’s outstanding Series 2015-1 Class A-2-I Notes, to pay prepayment and transaction costs and for general corporate purposes. As a result, the Company recorded a loss on early extinguishment of debt of $11,475 during 2018, which was comprised of the write-off of certain deferred financing costs and a specified make-whole payment. The Series 2018-1 Class A-2 Notes have scheduled principal payments of $9,250 annually from 2019 through 2024, $423,250 in 2025, $4,750 in each 2026 through 2027 and $427,500 in 2028.

Concurrently, the Master Issuer entered into a revolving financing facility of Series 2018-1 Variable Funding Senior Secured Notes, Class A-1 (the “Series 2018-1 Class A-1 Notes” and, together with the Series 2018-1 Class A-2 Notes, the “Series 2018-1 Senior Notes”), which allows for the drawing of up to $150,000 using various credit instruments, including a letter of credit facility. The Series 2015-1 Class A-1 Notes willwere canceled on the closing date and the letters of credit outstanding against the Series 2015-1 Class A-1 Notes were transferred to the Series 2018-1 Class A-1 Notes. The Series 2018-1 Senior Notes are secured by substantially all of the assets of the Master Issuer and the Guarantors, excluding certain real estate assets and subject to certain limitations. The Series 2018-1 Senior Notes and the remaining Series 2015-1 Class A-2 Notes are collectively the “Senior Notes.”

The Series 2018-1 Class A-1 Notes accrue interest at a variable interest rate based on (i) the prime rate, (ii) overnight federal funds rates, (iii) the London interbank offered rate for U.S. Dollars or (iv) with respect to advances made by conduit investors, the weighted average cost of, or related to, the issuance of commercial paper allocated to fund or maintain such advances, in each case plus any applicable margin and as specified in the Series 2015-12018-1 Class A-1 note agreement. There is a commitment fee on the unused portion of the Series 2015-12018-1 Class A-1 Notes which ranges from 0.50%0.40% to 0.85%0.75% based on utilization. It is anticipated that the principal and interest on the Series 2015-1 Class A-1 Notes will be repaid in full on or prior to June 2020, subject to two additional one-year extensions. Following the anticipated repayment date (and any extensions thereof), additional interest will accrue on the Series 2015-1 Class A-1 Notes equal to 5.0% per year. As of January 3, 2016, $23,002December 30, 2018, $26,746 of letters of credit were outstanding against the Series 2015-12018-1 Class A-1 Notes which relate primarily to interest reserves required under the Indenture. No amounts were borrowed under the Series 2018-1 Class A-1 Notes during 2018.

During the year ended January 3, 2016,2018 and 2017, the Company incurred debt issuance costs of $43,817$17,580 and $351, respectively, in connection with the issuance of the Series 2018-1 Senior Notes. During 2017, the Company also incurred debt issuance costs in connection with the issuance of the Series 2015-1 Senior Notes.Notes of $561. The debt issuance costs are being amortized to “Interest expense”expense, net” through the Anticipated Repayment Dates of the Series 2015-1 SeniorNotes utilizing the effective interest rate method. As of January 3, 2016,December 30, 2018, the effective interest rates, including the amortization of debt issuance costs, were 3.790%4.361%, 4.339%4.696%, 3.815% and 4.681%4.057% for the Series 2015-1 Class A-2-II Notes, Series 2015-1 Class A-2-III Notes, Series 2018-1 Class A-2-I Notes and Series 2018-1 Class A-2-II Notes, and Class A-2-III Notes, respectively.

The Series 2015-1 Senior Notes are subject to a series of covenants and restrictions customary for transactions of this type, including (i) that the Master Issuer maintains specified reserve accounts to be used to make required payments in respect of the Series 2015-1 Senior Notes, (ii) provisions relating to optional and mandatory prepayments and the related payment of specified amounts, including specified make-whole payments in the case of the Series 2015-1 Class A-2 Notes and Series 2018-1 Class A-2 Notes under certain circumstances, (iii) certain indemnification payments in the event, among other things, the assets pledged as collateral for the Series 2015-1 Senior Notes are in stated ways defective or ineffective and (iv) covenants relating to recordkeeping, access to information and similar matters. The Series 2015-1 Senior Notes are also subject to customary rapid amortization events provided for in the Indenture, including events tied to failure to maintain stated debt service coverage ratios, the sum of global gross sales for specified restaurants being below certain levels on certain measurement dates, certain manager termination events, an event of default, and the failure to repay or refinance the Series 2015-1 Class A-2 Notes and Series 2018-1 Class A-2 Notes on the applicable scheduled maturity date. The Series 2015-1

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Senior Notes are also subject to certain customary events of default, including events relating to non-payment of required interest, principal, or other amounts due on or with respect to the Series 2015-1 Senior Notes, failure to comply with covenants within certain time frames, certain bankruptcy events, breaches of specified representations and warranties, failure of security interests to be effective, and certain judgments. The Company was in compliance with these covenants as of January 3, 2016.


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In accordance with the Indenture, certain cash accounts have been established with the Indenture trustee for the benefit of the trustee and the noteholders, and are restricted in their use. As of January 3, 2016,December 30, 2018 and December 31, 2017, Wendy’s Funding had restricted cash of $29,327,$29,538 and $28,933, respectively, which primarily representedrepresents cash collections and cash reserves held by the trustee to be used for payments of principal, interest and commitment fees required for the Series 2015-1 Class A-2 Notes and Series 2018-1 Class A-2 Notes.

The proceeds from the issuance of the Series 2015-1 Class A-2 Notes,Wendy’s 7% debentures are unsecured and were usedreduced to repay all amounts outstanding on the Term A Loans and Term B Loans under the Company’s May 16, 2013 Restated Credit Agreement amended on September 24, 2013 (the “2013 Restated Credit Agreement”). In connection with the repayment of the Term A Loans and Term B Loans, Wendy’s terminated the related interest rate swaps with notional amounts totaling $350,000 and $100,000, respectively, which had been designated as cash flow hedges. See Note 13 for more information on the interest rate swaps. As a result, the Company recorded a loss on early extinguishment of debt of $7,295 during the second quarter of 2015, primarily consisting of the write-off of deferred costs related to the 2013 Restated Credit Agreement of $7,233 and fees paid to terminate the related interest rate swaps of $62.

During the second quarter of 2013, Wendy’s incurred a loss on the early extinguishment of debt of $21,019 as a result of refinancing its Credit Agreement dated May 15, 2012 (the “2012 Credit Agreement”) on May 16, 2013. The proceeds from the May 16, 2013 Restated Credit Agreement Term A Loans were used to refinance a portion of the existing Term B Loans. The loss on early extinguishment of debt consisted of the write-off of the unaccreted discount on Term B Loans and the deferred costs associated with the 2012 Credit Agreement, as illustrated in the table below.
On September 24, 2013, Wendy’s entered into an amendment to its May 16, 2013 Restated Credit Agreement to borrow an aggregate principal amount of up to $225,000 of additional Term A Loans. On October 24, 2013, Wendy’s borrowed $225,000 of additional Term A Loans. Proceeds from the additional Term A Loans, plus cash on hand, were used to redeem all amounts outstanding on the aggregate principal amount of the Wendy’s 6.20% Senior Notes due in 2014 (the “6.20% Senior Notes”) at a price equal to 103.8%, as defined in the 6.20% Senior Notes and accrued and unpaid interest to the redemption date. In connection with the redemption of the 6.20% Senior Notes, Wendy’s terminated the related interest rate swaps with notional amounts totaling $225,000 which had been designated as fair value hedges. As a result, Wendy’s recognized a loss on the early extinguishment of debt of $7,544 during the fourth quarter of 2013 which consisted of (1) a premium payment, as defined in the 6.20% Senior Notes, (2) the remaining fair value adjustment previously recorded in connection with the Wendy’s merger, partially offset by (3) a benefit from the cumulative effectMerger based on their outstanding principal of our$100,000 and an effective interest rate of 8.6%. The fair value hedges, as illustratedadjustment is being accreted and the related charge included in “Interest expense, net” until the table below.debentures mature. These debentures contain covenants that restrict the incurrence of indebtedness secured by liens and certain capitalized lease transactions.

As a result of the refinancings described above, the Company incurred losses on the early extinguishment of debt as follows:
 Year End
 2013
Unaccreted discount on Term B Loans$9,561
Deferred costs associated with the 2012 Credit Agreement11,458
Unaccreted fair value adjustment associated with the 6.20% Senior Notes3,168
Benefit from cumulative effect of the fair value hedges(4,063)
Premium payment to redeem the 6.20% Senior Notes8,439
Loss on early extinguishment of debt$28,563

(b)Wendy’s 7% debentures are unsecured and were reduced to fair value in connection with the Wendy’s merger based on their outstanding principal of $100,000 and an effective interest rate of 8.6%. The fair value adjustment is being accreted and the related charge included in “Interest expense” until the debentures mature. These debentures contain covenants that restrict the incurrence of indebtedness secured by liens and certain capitalized lease transactions. Wendy’s was in compliance with these covenants as of January 3, 2016.

(c)During the second quarter of 2015, the Company early adopted an amendment requiring debt issuance costs to be presented in the balance sheet as a direct reduction of the related debt liability rather than as an asset. The adoption of this guidance resulted in the reclassification of debt issuance costs of $8,243 from “Other assets” to “Long-term debt” in our consolidated balance sheet as of December 28, 2014. See Note 1 for further information.

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Wendy’s U.S. advertising fund has a revolving line of credit of $25,000. Neither the Company, nor Wendy’s, is the guarantor of the debt. The advertising fund facility was established to fund the advertising fund operations. During 2018, the Company borrowed and repaid $9,837 and $11,124, respectively, under the line of credit. The full amount of the line was available as of December 30, 2018. During 2017, the Company borrowed and repaid $31,130 and $29,843, respectively, under thisthe line of credit as of January 3, 2016.credit.

At January 3, 2016,December 30, 2018, one of Wendy’s Canadian subsidiaries had a revolving credit facility of C$6,000 which bears interest at the Bank of Montreal Prime Rate. The debt is guaranteed by Wendy’s. The full amount of the line was available under this line of credit as of January 3, 2016.December 30, 2018.

The following is a summary of the Company’s assets pledged as collateral for certain debt:
Year EndYear End
2015December 30,
2018
Cash and cash equivalents$43,535
$32,213
Accounts and notes receivable (including long-term)45,545
Restricted cash and other assets (including long-term)29,645
Accounts and notes receivable, net35,799
Inventories2,758
3,667
Properties140,157
263,083
Other intangible assets1,126,859
1,079,800
Restricted cash and other assets (including long-term)29,425
$1,388,279
$1,444,207


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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(13) 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.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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Financial Instruments

The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments:
January 3,
2016		 December 28,
2014		 December 30, 2018 December 31, 2017 
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
 
Fair Value
Measurements
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
 
Fair Value
Measurements
Financial assets                
Cash equivalents$45,339
 $45,339
 $61,450
 $61,450
 Level 1$222,228
 $222,228
 $338
 $338
 Level 1
Non-current cost method investments (a)2,828
 249,870
 4,264
 147,760
 Level 3
Other investments in equity securities (a)639
 2,181
 639
 327,710
 Level 3
                
Financial liabilities                
Series 2018-1 Class A-2-I Notes (b)445,500
 424,026
 —
 —
 Level 2
Series 2018-1 Class A-2-II Notes (b)470,250
 439,353
 —
 —
 Level 2
Series 2015-1 Class A-2-I Notes (b)872,813
 849,106
 —
 —
 Level 2—
 —
 855,313
 856,510
 Level 2
Series 2015-1 Class A-2-II Notes (b)897,750
 879,795
 —
 —
 Level 2870,750
 865,342
 879,750
 897,961
 Level 2
Series 2015-1 Class A-2-III Notes (b)498,750
 484,648
 —
 —
 Level 2483,750
 482,522
 488,750
 513,188
 Level 2
Term A Loans, repaid in June 2015 (b)—
 —
 541,733
 540,717
 Level 2
Term B Loans, repaid in June 2015 (b)—
 —
 759,758
 752,160
 Level 2
7% debentures, due in 2025 (b)87,057
 100,500
 85,853
 104,250
 Level 290,769
 102,750
 89,514
 107,000
 Level 2
Cash flow hedges (c)—
 —
 3,343
 3,343
 Level 2
Guarantees of franchisee loan obligations (d)851
 851
 968
 968
 Level 3
Guarantees of franchisee loan obligations (c)17
 17
 37
 37
 Level 3
_______________

(a)The fair value of our indirect investment in Arby’s isas of December 31, 2017 was 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. On February 5, 2018, a subsidiary of ARG Parent acquired Buffalo Wild Wings, Inc. As a result, our ownership interest included both the Arby’s and Buffalo Wild Wings brands under the newly formed combined company, Inspire Brands. On August 16, 2018, the Company sold its remaining ownership interest to Inspire Brands for $450,000. See Note 8 for morefurther information. 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)The fair values were developed using market observable data for all significant inputs.

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(d)(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 adjusted for a history of defaults.percentage.

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, net (both current and non-current) approximated fair value due to the effect of the related allowance for doubtful accounts. Our derivative instruments, 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.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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Our derivative instruments for the periods presented included seven forward starting interest rate swaps designated as cash flow hedges to change the floating rate interest payments associated with $350,000 and $100,000 in borrowings under the Term A Loans and Term B Loans, respectively, 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. In addition, the Company incurred $62 in fees to terminate the interest rate swaps which was included in “Loss on early extinguishment of debt.” See Note 12 for further information. 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 year ended January 3, 2016 includes the reclassification of unrealized losses on the cash flow hedges of $1,487 from “Accumulated other comprehensive loss” to “Interest expense.”

As of December 28, 2014, the fair value of the cash flow hedges of $3,343 was included in “Other liabilities” and a corresponding offset to “Accumulated other comprehensive loss.” All of the Company’s financial instruments were in a liability position as of December 28, 2014 and therefore presented gross in the consolidated balance sheet. There was no hedge ineffectiveness from these cash flows hedges through their termination in May 2015.

Our derivative instruments for the year ended December 29, 2013 also included interest rate swaps designated as fair value hedges on our 6.20% Senior Notes with notional amounts totaling $225,000 to swap the fixed rate interest payments on the 6.20% Senior Notes for floating rate interest payments. In connection with the redemption of the 6.20% Senior Notes on October 24, 2013, we terminated these interest rate swaps and recognized a $4,063 benefit from the cumulative effect of our fair value hedges, which was included in “Loss on early extinguishment of debt” for the year ended December 29, 2013. Upon termination of the interest rate swaps, we received a $5,708 cash payment, which was recorded against the derivative asset and the related derivative interest receivable. Interest income on the fair value hedges was $4,319 for the year ended December 29, 2013. There was no ineffectiveness from these fair value hedges through their termination in October 2013.

Non-Recurring Fair Value Measurements

Assets and liabilities remeasured to fair value on a non-recurring basis during the years ended January 3, 2016 and December 28, 2014 resulted in impairment whichthat we have recorded to “Impairment of long-lived assets” in our consolidated statements of operations.

Total impairment losses for the years ended January 3, 2016 and December 28, 2014may 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 (1) declines in operating performance at Company-operated restaurants and (2) 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, and (2) declines in operating performance at company-owned restaurants.including any subsequent lease modifications. 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.discounted cash flows of future anticipated Company-operated restaurant performance.

Total impairment losses for the years ended January 3, 2016 and December 28, 2014may 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 17 for more information on impairment of our long-lived assets.

  Fair Value Measurements 2015 Total Losses  Fair Value Measurements 2018 Total Losses
January 3,
2016		 Level 1 Level 2 Level 3 December 30,
2018		 Level 1 Level 2 Level 3 
Held and used$10,244
 $—
 $—
 $10,244
 $22,346
$462
 $—
 $—
 $462
 $4,343
Held for sale4,328
 —
 —
 4,328
 2,655
1,031
 —
 —
 1,031
 354
Total$14,572
 $—
 $—
 $14,572
 $25,001
$1,493
 $—
 $—
 $1,493
 $4,697
   Fair Value Measurements 2017 Total Losses
 December 31,
2017		 Level 1 Level 2 Level 3 
Held and used$757
 $—
 $—
 $757
 $3,413
Held for sale1,560
 —
 —
 1,560
 684
Total$2,317
 $—
 $—
 $2,317
 $4,097

(14) Income Taxes

Income before income taxes is set forth below:
97
 Year Ended
 2018 2017 2016
Domestic$560,776
 $86,892
 $192,082
Foreign (a)14,140
 14,127
 9,608
 $574,916
 $101,019
 $201,690
_______________


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands Except Per Share Amounts)

   Fair Value Measurements 2014 Total Losses
 December 28,
2014		 Level 1 Level 2 Level 3 
Held and used$8,651
 $—
 $—
 $8,651
 $17,139
Held for sale4,967
 —
 —
 4,967
 2,474
Total$13,618
 $—
 $—
 $13,618
 $19,613

(14) Income Taxes

Income from continuing operations before income taxes and noncontrolling interests is set forth below:
  Year Ended
  2015 2014 2013
Domestic $208,827
 $173,143
 $54,175
Foreign 25,301
 19,397
 9,417
  $234,128
 $192,540
 $63,592
(a)Excludes foreign income of domestic subsidiaries.

The (provision for) benefit from income taxes from continuing operations is set forth below:
 Year EndedYear Ended
 2015 2014 20132018 2017 2016
Current:           
U.S. Federal $(12,414) $6,673
 $(1,942)
U.S. federal$(109,078) $(13,092) $(75,167)
State 3,346
 (7,863) 8,889
(2,661) (4,055) (5,805)
Foreign (10,778) (8,093) (7,446)(9,630) (9,173) (5,307)
Current tax provision (19,846) (9,283) (499)(121,369) (26,320) (86,279)
Deferred:           
U.S. Federal (53,916) (67,977) (22,810)
U.S. federal5,071
 127,592
 7,975
State (21,375) 671
 5,306
441
 (7,729) 6,733
Foreign 988
 473
 1,946
1,056
 (533) (495)
Deferred tax provision (74,303) (66,833) (15,558)
Income tax provision $(94,149) $(76,116) $(16,057)
Deferred tax benefit6,568
 119,330
 14,213
Income tax (provision) benefit$(114,801) $93,010
 $(72,066)


Deferred tax assets (liabilities) are set forth below:
98
 Year End
 December 30, 2018 December 31, 2017
Deferred tax assets:   
Net operating loss and credit carryforwards$59,690
 $66,770
Unfavorable leases35,801
 40,544
Deferred revenue23,904
 328
Deferred rent16,807
 14,862
Accrued expenses and reserves14,840
 9,673
Accrued compensation and related benefits14,804
 17,904
Other5,016
 3,977
Valuation allowances(42,175) (47,295)
Total deferred tax assets128,687
 106,763
Deferred tax liabilities:   
Intangible assets(324,394) (333,708)
Owned and leased fixed assets, net of related obligations(47,021) (47,702)
Other(26,432) (24,406)
Total deferred tax liabilities(397,847) (405,816)
 $(269,160) $(299,053)

Changes in the Company’s deferred tax asset and liability balances were primarily the result of the adoption of new guidance for revenue recognition. See “New Accounting Standards Adopted” in Note 1 for further information.

Major Tax Legislation

On December 22, 2017, the U.S. government enacted the Tax Act. The Tax Act makes broad and complex changes to the U.S. tax code that affected 2017, including but not limited to (1) requiring a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries and (2) bonus depreciation that will allow for full expensing of qualified property.


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DeferredThe Tax Act also establishes new tax assets (liabilities)laws that are set forth below:effective for 2018, including but not limited to (1) reducing the U.S. federal corporate tax rate from 35% to 21%, (2) a new provision designed to tax global intangible low-taxed income (“GILTI”), (3) a general elimination of U.S. federal income taxes on dividends from foreign subsidiaries, (4) a limitation on deductible interest expense and (5) limitations on the deductibility of certain executive compensation.

  Year End
  2015 2014
Deferred tax assets:    
Net operating loss and credit carryforwards $51,782
 $82,143
Unfavorable leases 40,084
 34,140
Accrued compensation and related benefits 35,963
 40,268
Accrued expenses and reserves 18,156
 23,336
Deferred rent 17,661
 15,214
Other 9,157
 9,122
Valuation allowances (17,097) (11,213)
Total deferred tax assets 155,706
 193,010
Deferred tax liabilities:    
Intangible assets (499,467) (506,251)
Owned and leased fixed assets net of related obligations (95,619) (89,117)
Other (20,333) (17,824)
Total deferred tax liabilities (615,419) (613,192)
  $(459,713) $(420,182)
The Securities and Exchange Commission issued guidance on accounting for the tax effects of the Tax Act. The guidance provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting. In accordance with the guidance, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue its accounting on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act.

In November 2015,our initial analysis of the FASB issued an amendment that requiresimpact of the Tax Act, we recorded a discrete net tax benefit of $140,379 during 2017. This net benefit primarily consisted of a benefit of $164,893 for the impact of the corporate rate reduction on our net deferred tax liabilities, partially offset by a net expense of $22,209 for the international-related provisions, including the transition tax (and the related impact to our recorded valuation allowance) and deferred taxes recorded on foreign earnings previously considered permanently reinvested. The Company recognized the provisional tax impacts related to the revaluation of deferred tax assets and deferredliabilities and the transition tax liabilities be classified as non-currentand included these amounts in theits consolidated balance sheet. The Company early adopted this amendment, prospectively, during the fourth quarter of 2015.financial statements for 2017.

Changes in the Company’s deferred tax asset and liability balances were primarily the resultIn our continued analysis of the utilizationTax Act, we adjusted our provisional amounts and recorded a discrete net tax expense of $2,159 during 2018. This includes a net operating loss and credit carryforwards andexpense of $2,426 related to the impact of the system optimization initiative, as described in Note 3, primarilycorporate rate reduction on our net deferred tax liabilities, a net expense of $991 related to the limitations on the deductibility of certain executive compensation and $28 of state valuation allowancesincome tax, partially offset by $1,286 for the net benefit of foreign tax credits. At December 30, 2018, we finalized our policy and favorablehave elected to use the period cost method for GILTI provisions and unfavorable leases.therefore have not recorded deferred taxes for basis differences expected to reverse in future periods.

Based on certain provisions contained in the Tax Act, the unrepatriated earnings of foreign subsidiaries, primarily Canadian, are no longer considered permanently invested outside of the U.S. As of December 30, 2018, we have provided a deferred foreign tax provision of $1,985 on these unrepatriated earnings.

The amounts and expiration dates of net operating loss and tax credit carryforwards are as follows:
 Amount ExpirationAmount Expiration
Tax credit carryforwards:     
U.S. federal foreign tax credits $20,845
 2021-2023$9,267
 2022-2029
State tax credits 454
 2019-2023559
 2020-2023
Foreign tax credits of non-U.S. subsidiaries 3,051
 2021-20242,674
 Not applicable
Total $24,350
 $12,500
 
     
Net operating loss carryforwards:     
State net operating loss carryforwards $944,314
 2016-2033
State and local net operating loss carryforwards$1,204,260
 2019-2035
Foreign net operating loss carryforwards216
 2023-2026
Total$1,204,476
 

AsThe Company’s valuation allowances of January 3,$42,175 and $47,295 as of December 30, 2018 and December 31, 2017, respectively, relate to foreign and state tax credit carryforwards and net operating loss carryforwards. Valuation allowances decreased $5,120 and $5,697 during 2018 and 2016, respectively, and increased $35,895 during 2017, primarily as a result of the Company had a deferredTax Act and our system optimization initiative described in Note 3. The reduction in the U.S. corporate rate from 35% to 21% decreases our ability to utilize foreign tax assetcredit carryforwards after 2017 and we expect them to expire unused. The relative presence of $53,661 relatedCompany-operated restaurants in various states impacts expected future state taxable income available to theutilize state net operating loss carryforwards and federal, foreign and state tax credits before reduction for unrecognized tax benefits related to excess share-based compensation deductions. In 2015 and prior years, we deducted $167,386 in excess of cumulative compensation costs relating to the exercise of stock options and vesting of restricted stock. The Company has recognized $49,613 and $9,363 in 2015 and 2014, respectively, of the $60,856 tax benefit relating to these deductions and will continue to do so in future periods as it continues to have income taxes currently payable against which the benefits can be realized as a result of utilizing its net operating loss carryforwards. The Company has recognized the $49,613 and $9,363 tax benefits in 2015 and 2014, respectively, as a reduction of current income taxes payable with an equal offsetting increase in “Additional paid-in capital.”


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The Company’s valuation allowancescurrent portion of $17,097, $11,213refundable income taxes was $14,475 and $10,548$26,262 as of January 3, 2016, December 28, 201430, 2018 and December 29, 2013,31, 2017, respectively, relate to state net operating loss and foreignis included in “Accounts and state tax credit carryforwards. Valuation allowances increased $5,884 during the year ended January 3, 2016 primarily as a result of the expected sale of restaurants classified as held for sale under our system optimization initiative described in Note 3. Valuation allowances increased $665 during the year ended December 28, 2014 primarily as a result of generating foreign tax credits with a limited carryforward period in 2014 that are in excess of what the Company expects to utilize prior to their expiration. Valuation allowances decreased $10,504 during the year ended December 29, 2013 primarily as a result of changes to the legal form of certain subsidiaries resulting in changes in expected future state taxable income available to utilize certain state net operating loss carryforwards.

During the first quarter of 2013, the Company finalized itsnotes receivable, net.” There were no long-term investment plan with respect to the Company’s non-U.S. earnings. There are no plans to repatriate cash from, and the Company intends to indefinitely reinvest undistributed earnings of, its non-U.S. subsidiaries. As such, the Company reversed $1,832 of deferred tax liabilities during the year ended December 29, 2013, relating to investments in foreign subsidiaries which the Company now considers permanently invested outside of the U.S.

Consequently, deferredrefundable income taxes have not been recorded for temporary differences related to investments in non-U.S. subsidiaries. These temporary differences were approximately $99,400 at January 3, 2016as of December 30, 2018 and consisted primarily of undistributed earnings considered permanently invested in operations outside the U.S. Determination of the incremental income tax liability on these unremitted earnings is dependent on circumstances existing if, and when remittance occurs. However, we estimate that if unremitted earnings were to have been remitted, the additional tax liability would have been approximately $9,400 at January 3, 2016.December 31, 2017.

The reconciliation of income tax computed at the U.S. Federalfederal statutory rate of 21% for 2018 and 35% for 2017 and 2016 to reported income tax is set forth below:
  Year Ended
  2015 2014 2013
Income tax provision at the U.S. Federal statutory rate $(81,945) $(67,389) $(22,257)
State income tax provision, net of U.S. Federal income tax effect (7,234) (4,747) (1,278)
Foreign and U.S. tax effects of foreign operations (a) 4,389
 4,089
 2,886
Dividends received deduction (b) 3,455
 —
 1,424
Jobs tax credits, net 2,402
 2,084
 4,384
Non-deductible goodwill (c) (7,435) (9,389) (9,875)
Valuation allowances (d) (6,075) (665) 10,504
Non-deductible expenses and other (1,706) (99) (1,845)
  $(94,149) $(76,116) $(16,057)
 Year Ended
 2018 (a) 2017 (a) 2016
Income tax provision at the U.S. federal statutory rate$(120,732) $(35,357) $(70,592)
State income tax provision, net of U.S. federal income tax effect(221) (6,451) (3,767)
Federal rate change—
 164,893
 —
Prior years’ tax matters (b)(9,970) 15,964
 —
Excess tax benefits from share-based compensation10,250
 5,196
 —
Domestic tax planning initiatives—
 4,282
 —
Foreign and U.S. tax effects of foreign operations(856) 2,408
 2,278
Valuation allowances (b) (c)5,120
 (35,895) 4,915
Non-deductible goodwill (d)(41) (15,458) (6,409)
Transition tax—
 (4,446) —
Unrepatriated earnings(326) (1,801) —
Non-deductible expenses and other1,975
 (325) 1,509
 $(114,801) $93,010
 $(72,066)
_______________

(a)20132018 includes reversalthe following impacts associated with the Tax Act: (1) a net expense of deferred taxes on investments in foreign subsidiaries now considered permanently invested outside$2,426 related to the impact of the corporate rate reduction on our net deferred tax liabilities, (2) a net expense of $991 related to the limitations on the deductibility of certain executive compensation, (3) a net expense of $28 of state income tax and (4) a net benefit of $1,286 related to foreign tax credits. 2017 includes the following impacts associated with the Tax Act: (1) the revaluation of our U.S. net deferred tax liability at 21% resulting in a benefit of $164,893, (2) a full valuation allowance of $15,962 on our U.S. foreign tax credit carryforwards due to the decrease in the U.S. federal tax rate, resulting in the Company concluding it is more likely than not that we will not be able to utilize our carryforwards before they expire, (3) a one-time transition tax of $4,446, (4) deferred tax on unrepatriated earnings of $1,801 and (5) other net expenses of $2,305.

(b)We received dividendsIn 2018, includes expense of $54,911 and $40,145$9,542 related to the Tax Act, which was partially offset by a $7,535 reduction in valuation allowances. In 2017, primarily related to certain state net operating loss carryforwards, previously considered worthless, that existed at the beginning of the year. The Company changed its judgment during 2015 and 2013, respectively, from our investment2017 regarding the likelihood of the utilization of these carryforwards. Because of this change, the Company recognized a deferred tax asset of $16,643, net of federal benefit, which was partially offset by an increase in Arby’s. See Note 8 for further information.valuation allowance of $13,667, net of federal benefit.

(c)Substantially all of2016 includes a $2,878 benefit related to the goodwill includedcorrection to a prior year identified and recorded in the gain on salesfirst quarter of restaurants in 2015, 2014 and 2013 under our system optimization initiative as noted below, and the impairment of international goodwill in 2013 was non-deductible for tax purposes. See Notes 3 and 10 for further information.2016.

(d)Includes changes for deferred tax assets generated or utilized during the current year and changes in our judgment regarding the likelihoodSubstantially all of the utilization of deferred tax assets. 2015 and 2013 primarily relate to changesgoodwill included in the likelihoodnet gain (loss) on sales of the utilization of deferredrestaurants in 2018, 2017 and 2016 under our system optimization initiative was non-deductible for tax assetspurposes. See Note 3 for further information. 2016 includes a $3,837 federal benefit related to the correction to a prior year identified and recorded in the second quarter of 2016. The corresponding state net operating loss carryforwards.benefit correction of $398 is included in the state income tax provision amount above.


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The Company’s system optimization initiative described in Note 3 impacted our tax provision due to the following: 1) goodwill disposal and other non-deductible expenses incurred in connection with the sale of restaurants during 2015, 2014 and 2013 of $8,987, $9,389 and $7,471, respectively, (2) changes to the Canadian deferred tax rate of $70 in 2014, (3) changes to the state deferred tax rate of $1,587 and $5,122 in 2015 and 2013, respectively, and (4) changes in valuation allowances related to the likelihood of the utilization of state net operating loss carryforwards of $4,542 in 2015. These amounts are included in the state income tax provision, the foreign provision, non-deductible goodwill and the valuation allowance amounts presented in the table above.

The Company participates in the Internal Revenue Service (the “IRS”) Compliance Assurance Process (“CAP”). As part of CAP, tax years are examined on a contemporaneous basis so that all or most issues are resolved prior to the filing of the tax return. As such, our tax returns for fiscal years 2009 through 20142016 have been settled. Certain of the Company’s state income tax returns from its 20112014 fiscal year and forward remain subject to examination. We believe that adequate provisions have been made for any liabilities, including interest and penalties that may result from the completion of these examinations.

Unrecognized Tax Benefits

As of January 3, 2016, the Company had unrecognized tax benefits of $21,224, which, if resolved favorably would reduce income tax expense by $15,843. A reconciliation of the beginning and ending amount of unrecognized tax benefits follows:
  Year End
  2015 2014 2013
Beginning balance $25,715
 $23,897
 $28,848
Additions:      
Tax positions of current year 927
 —
 —
Tax positions of prior years 476
 2,678
 3,579
Reductions:      
Tax positions of prior years (5,182) (582) (4,914)
Settlements (251) —
 (2,416)
Lapse of statute of limitations (461) (278) (1,200)
Ending balance $21,224
 $25,715
 $23,897

During the first quarter of 2015, we concluded two state income tax examinations which resulted in the recognition of a net tax benefit of $1,872 and the reduction of our unrecognized tax benefits by $3,686. Additionally, during the second quarter of 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.

During 2016, we believe it is reasonably possible the Company will reduce unrecognized tax benefits by up to $6,896, primarily as a result of the completion of certain income tax examinations.

During 2015, 2014 and 2013, the Company recognized $(1,627), $315 and $(835) of (income) expense for interest and $15, $330 and $672 of income resulting from the reversal of accrued penalties, respectively, related to uncertain tax positions. The Company has approximately $1,223 and $2,949 accrued for interest and $642 and $657 accrued for penalties as of January 3, 2016 and December 28, 2014, respectively.

(15) Stockholders’ Equity

Dividends

During the years ended January 3, 2016, December 28, 2014 and December 29, 2013, The Wendy’s Company paid dividends per share of $0.225, $0.205 and $0.18, respectively.


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Unrecognized Tax Benefits

As of December 30, 2018, the Company had unrecognized tax benefits of $27,632, which, if resolved favorably would reduce income tax expense by $23,497. A reconciliation of the beginning and ending amount of unrecognized tax benefits follows:
 Year End
 December 30,
2018		 December 31,
2017		 January 3,
2016
Beginning balance$28,848
 $19,545
 $21,224
Additions:     
Tax positions of current year3,874
 8,251
 306
Tax positions of prior years2,598
 1,704
 440
Reductions:     
Tax positions of prior years(7,553) (295) (2,126)
Settlements(21) (34) (42)
Lapse of statute of limitations(114) (323) (257)
Ending balance$27,632
 $28,848
 $19,545

The addition of unrecognized tax benefits in 2018 was primarily related to a position taken on state returns regarding the sale of Inspire Brands, and the reduction of unrecognized benefits in 2018 was primarily related to settlements with various taxing jurisdictions, including amended returns that were filed in 2017. The addition of unrecognized tax benefits in 2017 was primarily related to the filing of amended returns in various jurisdictions, as well as an unfavorable court decision which caused us to change our judgment about the technical merits of a filing position.

During 2019, we believe it is reasonably possible the Company will reduce unrecognized tax benefits by up to $7,731 due primarily to the lapse of statutes of limitations.

During 2018, 2017 and 2016, the Company recognized $(12), $161 and $75 of (income) expense for interest and $(309), $(106) and $25 of (income) expense for penalties, respectively, related to uncertain tax positions. The Company has $1,428 and $1,451 accrued for interest and $199 and $509 accrued for penalties as of December 30, 2018 and December 31, 2017, respectively.

(15) Stockholders’ Equity

Dividends

During 2018, 2017 and 2016, The Wendy’s Company paid dividends per share of $0.34, $0.28 and $0.245, respectively.

Treasury Stock

There were 470,424 shares of common stock issued at the beginning and end of 20152018, 20142017 and 20132016. Treasury stock activity for 20152018, 20142017 and 20132016 was as follows:
 Treasury StockTreasury Stock
 2015 2014 20132018 2017 2016
Number of shares at beginning of year 104,614
 77,637
 78,051
229,912
 223,850
 198,109
Repurchases of common stock 99,881
 32,716
 8,720
15,808
 8,607
 29,545
Common shares issued:           
Stock options, net (5,043) (4,930) (8,771)(5,824) (1,853) (2,914)
Restricted stock, net (1,258) (732) (202)(627) (612) (796)
Director fees (21) (24) (35)(15) (15) (20)
Other (64) (53) (126)(63) (65) (74)
Number of shares at end of year 198,109
 104,614
 77,637
239,191
 229,912
 223,850

Repurchases of Common Stock

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. On June 1, 2015, our Board of Directors authorized a new 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.

As part of the August 2014 authorization, $76,111 remained available as of December 28, 2014. During the first and second quarters of 2015, the Company repurchased 5,655 shares with an aggregate purchase price of $61,631, excluding commissions of $86. During the third quarter of 2015, the Company repurchased $14,480 through the accelerated share repurchase agreement described below. As a result, the $100,000 share repurchase program authorized in August 2014 was completed.

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 the Trian Group (as defined in Note 22). For additional information on the separate stock purchase agreement see Note 22. On June 30, 2015, the tender offer expired and on July 8, 2015, the Company repurchased 55,808 shares at $11.45 per share for an aggregate purchase price of $639,000. On July 17, 2015, the Company repurchased 18,416 shares at $11.45 per share, pursuant to the separate stock purchase agreement, for an aggregate purchase price of $210,867. As a result, the $850,000 share repurchase program that commenced on June 3, 2015 was completed during the third quarter of 2015. During 2015, the Company incurred costs of $2,288 in connection with the tender offer and Trian Group stock purchase agreement, which were recorded to treasury stock.

In August 2015, the Company entered into an accelerated share repurchase agreement (the “ASR Agreement”) with a third-party financial institution to repurchase common stock as part of the Company’s existing share repurchase programs. Under the ASR Agreement, the Company paid the financial institution an initial purchase price of $164,500 in cash and received an initial delivery of 14,385 shares of common stock, representing an estimate of 85% of the total shares expected to be delivered under the ASR Agreement. The total number of shares of common stock ultimately purchased by the Company under the ASR Agreement was based on the average of the daily volume-weighted average prices of the common stock during the term of the ASR Agreement, less an agreed discount. On September 25, 2015, the Company completed the ASR Agreement and received an additional 3,551 shares of common stock. During 2015, the Company incurred costs of $58 in connection with the ASR Agreement, which were recorded to treasury stock.

Also as part of the June 2015 authorization, the Company repurchased 2,066 shares during 2015 with an aggregate purchase price of $21,959, of which $1,700 was accrued at January 3, 2016 and excluding commissions of $28. As of January 3, 2016, the Company had $378,156 remaining availability under its June 2015 authorization. Subsequent to January 3, 2016 through February 24, 2016, the Company repurchased 2,534 shares for an aggregate purchase price of $24,808, excluding commissions of $38.

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During 2014, the Company repurchased 2,986 shares with an aggregate purchase priceRepurchases of $23,889, excluding commissions of $52, as part of the August 2014 authorization. Common Stock

In January 2014,February 2018, our Board of Directors authorized a repurchase program whichfor up to $175,000 of our common stock through March 3, 2019, when and if market conditions warrant and to the extent legally permissible. In August 2018, our Board of Directors authorized an additional share repurchase program for up to $100,000 of our common stock through December 27, 2019 with a portion of the proceeds obtained through the sale of our remaining ownership interest in Inspire Brands, when and if market conditions warrant and to the extent legally permissible. In November 2018, the Board of Directors approved an increase of $120,000 to the August 2018 authorization, resulting in a total authorization of $220,000. In November 2018, the Company fully utilized through completionentered into an accelerated share repurchase agreement (the “2018 ASR Agreement”) with a third-party financial institution to repurchase common stock as part of a modified Dutch auction tender offerthe Company’s existing share repurchase programs. Under the 2018 ASR Agreement, the Company paid the financial institution an initial purchase price of $75,000 in cash and received an initial delivery of 3,645 shares of common stock, representing an estimate of 85% of the total shares expected to be delivered under the 2018 ASR Agreement. The total number of shares of common stock ultimately purchased by the Company under the 2018 ASR Agreement was based on the average of the daily volume-weighted average prices of the common stock during the term of the 2018 ASR Agreement, less an agreed upon discount. On December 18, 2018, the Company completed the 2018 ASR Agreement and received an additional 720 shares of common stock. Additionally, during 2018, the Company repurchased 10,058 shares under the February 19, 2014 resulting in 29,730 shares repurchased for2018 and November 2018 authorizations with an aggregate purchase price of $275,000. The$172,584, of which $1,827 was accrued at December 30, 2018, and excluding commissions of $141. As of December 30, 2018, the Company incurred costshad completed its February 2018 authorization and had $147,417 of $2,275 in connectionavailability remaining under its November 2018 authorization. Subsequent to December 30, 2018 through February 19, 2019, the Company repurchased 1,277 shares under the November 2018 authorization with the tender offer, which were recorded to treasury stock.

an aggregate purchase price of $21,457, excluding commissions of $18. In November 2012,February 2019, our Board of Directors authorized the repurchase of up to $100,000$225,000 of our common stock through December 29, 2013.March 1, 2020, when and if market conditions warrant and to the extent legally permissible. In connection with the February 2019 authorization, the November 2018 authorization was canceled.

In February 2017, our Board of Directors authorized a repurchase program for up to $150,000 of our common stock through March 4, 2018, when and if market conditions warranted and to the extent legally permissible. During 2013,2018, the Company repurchased 8,720completed the February 2017 authorization with the repurchase of 1,385 shares with an aggregate purchase price of $69,167,$22,633, excluding commissions of $153. The$19. During 2017, the Company repurchased 8,607 shares under the February 2017 authorization for thewith an aggregate purchase price of $127,367, of which $1,259 was accrued at December 31, 2017 and excluding commissions of $123.

On June 1, 2015, our Board of Directors authorized a repurchase program expired atfor up to $1,400,000 of our common stock through January 1, 2017, when and if market conditions warranted and to the endextent legally permissible. In November 2016, the Company entered into an accelerated share repurchase agreement (the “2016 ASR Agreement”) with a third-party financial institution to repurchase common stock as part of the 2013 fiscal year.Company’s existing $1,400,000 share repurchase program. Under the 2016 ASR Agreement, the Company paid the financial institution an initial purchase price of $150,000 in cash and received an initial delivery of 11,087 shares of common stock, representing an estimate of 85% of the total shares expected to be delivered under the 2016 ASR Agreement. The total number of shares of common stock ultimately purchased by the Company under the 2016 ASR Agreement was based on the average of the daily volume-weighted average prices of the common stock during the term of the 2016 ASR Agreement, less an agreed upon discount. On December 27, 2016, the Company completed the 2016 ASR Agreement and received an additional 316 shares of common stock. Additionally, during 2016, the Company repurchased 18,142 shares with an aggregate purchase price of $184,986, excluding commissions of $272. As a result, the Company completed substantially all of the $1,400,000 share repurchase program.

Preferred Stock

There were 100,000 shares authorized and no shares issued of preferred stock throughout 2015, 20142018, 2017 and 2013.2016.


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Accumulated Other Comprehensive Loss

The following table provides a rollforward of the components of accumulated other comprehensive income (loss) attributable to The Wendy’s Company,, net of tax as applicable:
Foreign Currency Translation Cash Flow Hedges (a) Pension TotalForeign Currency Translation Cash Flow Hedges (a) Pension (b) Total
Balance at December 30, 2012$7,197
 $—
 $(1,216) $5,981
Balance at January 3, 2016$(66,163) $(3,571) $(1,089) $(70,823)
Current-period other comprehensive income (loss)5,864
 1,774
 (56) 7,582
Balance at January 1, 2017(60,299) (1,797) (1,145) (63,241)
Current-period other comprehensive income15,150
 1,797
 96
 17,043
Balance at December 31, 2017(45,149) —
 (1,049) (46,198)
Current-period other comprehensive (loss) income(17,000) 744
 (62) (16,318)(16,524) —
 1,049
 (15,475)
Balance at December 29, 2013(9,803) 744
 (1,278) (10,337)
Current-period other comprehensive (loss) income(18,560) (2,788) 391
 (20,957)
Balance at December 28, 2014(28,363) (2,044) (887) (31,294)
Current-period other comprehensive (loss) income(37,800) (1,527) (202) (39,529)
Balance at January 3, 2016$(66,163) $(3,571) $(1,089) $(70,823)
Balance at December 30, 2018$(61,673) $—
 $—
 $(61,673)
_______________

(a)Current-period other comprehensive (loss) income includesDuring 2015, the effect of changes in unrealized losses onCompany terminated seven forward-starting interest rate swaps designated as cash flow hedges, netwhich had an original maturity date of tax,December 31, 2017. As a result, current-period other comprehensive income (loss) for all periods presented. In addition, 20152017 and 2016 includes the reclassification of unrealized losses on cash flow hedges of $915$1,797 and $1,774, respectively, from “Accumulated other comprehensive loss” to our consolidated statements of operations consisting of $1,487$2,894 and $2,894, respectively, recorded to “Interest expense, net,” net of the related income tax benefit of $572$1,097 and $1,120, respectively, recorded to “Provision for“(Provision for) benefit from income taxes.” See Note 13 for more information.

The cumulative gains and losses on these items are included in “Accumulated other comprehensive loss” in(b) During 2018, the consolidated balance sheets and consolidated statements of stockholders’ equity.Company terminated two frozen defined benefit plans. See Note 19 for further information.

(16) Share-Based Compensation

The Company maintains several equity plans, (the “Equity Plans”) which collectively provide or provided for the grant of stock options, restricted shares, tandem stock appreciation rights, restricted share units and performance shares to certain officers, other key employees, non-employee directors and consultants. The Company has not granted any tandem stock appreciation rights. During 2010, the Company implemented the 2010 Omnibus Award Plan (as amended, the “2010 Plan”) with shareholder approval for the issuance of equity awards as described above. In June 2015, the 2010 Plan was amended with shareholder approval, to increase the number of shares of common stock available for issuance under the plan by 20,000. All equity grants during 20152018, 2017 and 20142016 were issued from the 2010 Plan and itthe 2010 Plan is currently the only equity plan from which future equity awards may be granted. As of January 3, 2016,December 30, 2018, there were approximately 41,56426,135 shares of common stock available for future grants under the 2010 Plan. During the periods presented in the consolidated financial statements, the Company settled all exercises of stock options and vesting of restricted shares, including performance shares, with treasury shares.


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Stock Options

The Company’s current outstanding stock options have maximum contractual terms of ten10 years and vest ratably over three years or cliff vest after three years. The exercise price of options granted is equal to the market price of the Company’s common stock on the date of grant. The fair value of stock options on the date of grant is calculated using the Black-Scholes Model. The aggregate intrinsic value of an option is the amount by which the fair value of the underlying stock exceeds its exercise price.


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The following table summarizes stock option activity during 20152018:
 Number of Options 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Contractual
Life in Years
 
Aggregate
Intrinsic
Value
Outstanding at December 28, 201419,568
 $6.96
    
Granted4,947
 9.85
    
Exercised(6,637) 6.16
    
Forfeited and/or expired(1,037) 13.44
    
Outstanding at January 3, 201616,841
 $7.73
 7.6 $51,792
Vested or expected to vest at January 3, 201616,719
 $7.72
 7.5 $51,588
Exercisable at January 3, 20168,323
 $6.33
 6.0��$37,559
 Number of Options 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Contractual
Life in Years
 
Aggregate
Intrinsic
Value
Outstanding at December 31, 201717,325
 $9.56
    
Granted2,225
 18.51
    
Exercised(6,736) 8.12
    
Forfeited and/or expired(137) 13.52
    
Outstanding at December 30, 201812,677
 $11.86
 7.07 $54,203
Vested or expected to vest at December 30, 201812,563
 $11.82
 7.05 $54,063
Exercisable at December 30, 20187,827
 $9.47
 5.98 $48,185

The total intrinsic value of options exercised during 20152018, 20142017 and 20132016 was $30,116, $13,948$62,744, $14,624 and $28,038,$12,594, respectively. The weighted average grant date fair value of stock options granted during 2015, 20142018, 2017 and 20132016 was $2.27, $2.34$4.12, $3.12 and $2.72,$2.12, respectively.

The weighted average grant date fair value of stock options was determined using the following assumptions:
2015 2014 20132018 2017 2016
Risk-free interest rate1.76% 1.97% 1.60%2.77% 1.94% 1.28%
Expected option life in years5.62
 6.35
 5.62
5.62
 5.62
 5.62
Expected volatility29.2% 35.4% 45.6%24.27% 23.88% 28.25%
Expected dividend yield2.23% 2.43% 2.52%1.84% 1.82% 2.38%

The risk-free interest rate represents the U.S. Treasury zero-coupon bond yield correlating to the expected life of the stock options granted. The expected option life represents the period of time that the stock options granted are expected to be outstanding based on historical exercise trends for similar grants. The expected volatility is based on the historical market price volatility of the Company as well as our industry peer group. The expected dividend yield represents the Company’s annualized average yield for regular quarterly dividends declared prior to the respective stock option grant dates.

The Black-Scholes Model has limitations on its effectiveness including that it was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable and that the model requires the use of highly subjective assumptions, includingsuch as expected stock price volatility. Employee stock option awards have characteristics significantly different from those of traded options and changes in the subjective input assumptions can materially affect the fair value estimates.

Restricted Shares

The Company grants RSAs and RSUs, which primarily cliff vest after one to three years. For the purposes of our disclosures, the term “Restricted Shares” applies to RSAs and RSUs collectively unless otherwise noted. The fair value of Restricted Shares granted is determined using the average of the high and low trading prices of our common stock on the date of grant.


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The following table summarizes activity of Restricted Shares during 20152018:
Number of Restricted Shares 
Weighted
Average
Grant Date Fair Value
Number of Restricted Shares 
Weighted
Average
Grant Date Fair Value
Non-vested at December 28, 20142,443
 $6.80
Non-vested at December 31, 20171,595
 $11.36
Granted512
 10.09
430
 17.73
Vested(951) 5.39
(596) 10.45
Forfeited(205) 7.64
(108) 12.82
Non-vested at January 3, 20161,799
 $8.32
Non-vested at December 30, 20181,321
 $13.65

The total fair value of Restricted Shares that vested in 20152018, 20142017 and 20132016 was $10,188, $5,251$10,060, $10,004 and $2,275,$6,339, respectively.

Performance Shares

The Company grants performance-based awards to certain officers and key employees. The vesting of these awards is contingent upon meeting one or more defined operational goals (a performance condition) or common stock share prices (a market condition). The quantity of shares awarded ranges from 0% to 200% of “Target,” as defined in the award agreement as the midpoint number of shares, based on the level of achievement of the performance and market conditions.

The fair values of the performance condition awards granted in 2015, 20142018, 2017 and 20132016 were determined using the average of the high and low trading prices of our common stock on the date of grant. Share-based compensation expense recorded for performance condition awards is reevaluated at each reporting period based on the probability of the achievement of the goal.

The fair value of market condition awards granted in 2015 was2018, 2017 and 2016 were estimated using the Monte Carlo simulation model. There were no market condition awards granted during 2014 or 2013. The Monte Carlo simulation model utilizes multiple input variables to estimate the probability that the market conditions will be achieved and is applied to the average of the high and low trading prices of our common stock on the date of grant.

The input variables are noted in the table below:
2015
Risk-free interest rate1.00%
Expected life in years3.00
Expected volatility25.6%
Expected dividend yield (a)0.00%
 2018 2017 2016
Risk-free interest rate2.38% 1.44% 0.82%
Expected life in years3.00
 3.00
 3.00
Expected volatility24.97% 25.06% 27.03%
Expected dividend yield (a)0.00% 0.00% 0.00%
_______________

(a)The Monte Carlo method assumes a reinvestment of dividends.

Share-based compensation expense is recorded ratably for market condition awards during the requisite service period and is not reversed, except for forfeitures, at the vesting date regardless of whether the market condition is met.


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The following table summarizes activity of performance shares at Target during 20152018:
Performance Condition Awards Market Condition AwardsPerformance Condition Awards Market Condition Awards
Shares 
Weighted
Average
Grant Date Fair Value
 Shares 
Weighted
Average
Grant Date Fair Value
Shares 
Weighted
Average
Grant Date Fair Value
 Shares 
Weighted
Average
Grant Date Fair Value
Non-vested at December 28, 2014933
 $8.81
 668
 $6.04
Non-vested at December 31, 2017604
 $11.13
 498
 $13.49
Granted172
 11.15
 112
 17.08
157
 15.65
 128
 19.22
Dividend equivalent units issued (a)20
 —
 8
 —
12
 —
 10
 —
Vested (b)(104) 8.56
 (664) 6.05
(157) 11.11
 (103) 17.08
Forfeited(104) 9.33
 (20) 11.81
(18) 12.88
 (15) 15.11
Non-vested at January 3, 2016917
 $9.23
 104
 $17.08
Non-vested at December 30, 2018598
 $12.32
 518
 $14.22
_______________

(a)Dividend equivalent units are issued in lieu of cash dividends for non-vested performance shares. There is no weighted average fair value associated with dividend equivalent units.

(b)ExcludesPerformance condition awards and market condition awards exclude the vesting of an additional 30671 and 93 shares, respectively, which resulted from the performance of market conditionthe awards exceeding Target.

The total fair value of performance condition awards that vested in 2015, 20142018, 2017 and 20132016 was $1,156, $104$3,681, $5,666 and $1,767,$5,954, respectively. The total fair value of market condition awards that vested in 2015, 20142018 was $3,143. No market condition awards vested in 2017 and 2013 was $10,073, $6,382 and $289, respectively.2016.

Modifications of Share-Based Awards

During 2015, 20142018 and 2013,2017, the Company modified the terms of awards granted to 25, 45eight and 2031 employees, respectively, in connection with its system optimization initiative andMay 2017 G&A realignment plan discussed in Note 5 as well as the Bakery sale discussed in Note 2.5. These modifications resulted in the accelerated vesting of certain stock options and performance-based awards uponin connection with the termination of such employees. As a result, during 2015,2018 and 2017, the Company recognized net increasesan increase in share-based compensation of $5,977, of$1,238 and $4,930, respectively, which $5,624, $181 and $172 was included in “Reorganization and realignment costs,costs.” “General and administrative” and “Net income (loss) from discontinued operations,” respectively, as a result of the modifications. During 2014 and 2013, the Company recognized net increases in share-based compensation of $2,376 and $986, respectively, of which $4,472 and $1,253 was included in “Reorganization and realignment costs” respectively, with offsetting reductions to “General and administrative” of $2,096 and $267 during 2014 and 2013, respectively.


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Share-Based Compensation

Total share-based compensation and the related income tax benefit recognized in the Company’s consolidated statements of operations were as follows:
Year EndedYear Ended
2015 2014 20132018 2017 2016
Stock options$10,081
 $13,692
 $7,223
$7,172
 $6,923
 $6,859
Restricted Shares4,834
 4,495
 3,907
Restricted shares (a)6,030
 5,778
 5,051
Performance shares:          
Performance condition awards888
 7,456
 2,007
1,491
 1,764
 4,681
Market condition awards1,348
 37
 5,279
1,987
 1,533
 1,550
Modifications, net5,805
 2,376
 1,042
1,238
 4,930
 —
Share-based compensation (a)22,956
 28,056
 19,458
17,918
 20,928
 18,141
Less: Income tax benefit (a)(8,380) (10,357) (7,235)(3,418) (4,985) (6,520)
Share-based compensation, net of income tax benefit$14,576
 $17,699
 $12,223
$14,500
 $15,943
 $11,621
_______________


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(a)Excludes $275, $1872018 and $155 of pre-tax share-based compensation2017 include $319 and $106, $72 and $60 of$197, respectively, related income tax benefits for 2015, 2014 and 2013, respectively,to retention awards in connection with the Company’s May 2017 G&A realignment plan, which arewas included in “Net income (loss) from discontinued operations.“Reorganization and realignment costs.” See Note 5 for further information.

As of January 3, 2016,December 30, 2018, there was $18,239$22,022 of total unrecognized share-based compensation, which will be recognized over a weighted average amortization period of 2.22.12 years.

(17) Impairment of Long-Lived Assets

During the years ended January 3,2018, 2017 and 2016, December 28, 2014 and December 29, 2013, the Company recorded impairment charges on long-lived assets as a result of (1) the Company’s decision to lease and/or sublease properties to franchisees in connection with the sale or anticipated sale of company-ownedCompany-operated restaurants, including any subsequent lease modifications, (2) the deterioration in operating performance of certain company-ownedCompany-operated restaurants and charges for capital improvements in restaurants impaired in prior years which did not subsequently recover and (3) closing company-ownedCompany-operated restaurants and classifying such surplus properties as held for sale. 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.

During 2013, the Company decided to sell its company-owned aircraft and recorded an impairment charge of $5,327 to reflect the aircraft at fair value based on current market values. The aircraft were sold during 2014 resulting in a net loss of $261.

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.assets:”
 Year Ended Year Ended
 2015 2014 2013 2018 2017 2016
Restaurants leased or subleased to franchisees $19,214
 $11,993
 $20,506
 $283
 $244
 $14,010
Company-owned restaurants 3,132
 5,146
 9,094
Company-operated restaurants 4,060
 3,169
 1,918
Surplus properties 2,655
 2,474
 1,458
 354
 684
 313
Aircraft —
 —
 5,327
 $25,001
 $19,613
 $36,385
 $4,697
 $4,097
 $16,241


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(18) Investment Income, Net

 Year Ended
 2015 2014 2013
Distributions, including dividends (a)$54,911
 $184
 $24,113
Gain (loss) on sale of investments, net335
 975
 (799)
Other than temporary loss on cost method investment(3,150) —
 —
Other, net118
 40
 251
 $52,214
 $1,199
 $23,565
 Year Ended
 2018 2017 2016
Gain on sale of investments, net (a)$450,000
 $2,570
 $497
Other than temporary loss on other investments in equity securities—
 (258) —
Other, net736
 391
 226
 $450,736
 $2,703
 $723
_______________

(a)During 2015, we received a dividend of $54,911 from our investment2018, the Company sold its remaining ownership interest in Arby’s, which was recognized in “Investment income, net.” During 2013, we received a dividend of $40,145 from our investment in Arby’s, of which $21,145 was recognized in “Investment income, net,” with the remainder recorded as a reduction to the carrying value of our investment in Arby’s.Inspire Brands for $450,000. See Note 8 for further information.

(19) Retirement Benefit Plans

401(k) Plan

Subject to certain restrictions, theThe Company has a 401(k) defined contribution plan (the “401(k) Plan”) for all of its employees who meet certain minimum requirements and elect to participate. The 401(k) Plan permits employees to contribute up to 75% of their compensation, subject to certain limitations, and provides for matching employee contributions up to 4% of compensation and for discretionary profit sharing contributions.

In connection with the matching and profit sharing contributions, the Company recognized compensation expense of $6,124, $6,550$4,619, $4,704 and $7,824$5,177 in 2015, 20142018, 2017 and 2013,2016, respectively.


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Pension Plans

The Wendy’s Company maintainsmaintained two domestic qualified defined benefit plans, the benefits under which were frozen in 1988 and for which The Wendy’sthe Company has no unrecognized prior service cost. Arby’s employees who were eligible to participate through 1988 (the “Eligible Arby’s Employees”) arewere covered under one of these plans. Pursuant to the terms of the Arby’s sale agreement, Wendy’s Restaurants retained the liabilities related to the Eligible Arby’s Employees under these plans and received $400 from Buyerthe buyer for the unfunded liability related to the Eligible Arby’s Employees. In conjunction with the sale of Arby’s, Wendy’s Restaurants transferred the liabilities related to the Eligible Arby’s Employees to The Wendy’s Company. The measurement date used by The Wendy’sthe Company in determining amounts related to its defined benefit plans iswas the same as the Company’s fiscal year end. During 2018, the Company terminated the defined benefit plans, resulting in a settlement loss of $1,335 recorded to “Reorganization and realignment costs.”

The balance of the accumulated benefit obligations and the fair value of the plans’ assets at January 3, 2016December 31, 2017 were $3,809$3,402 and $2,699,$2,649, respectively. As of December 28, 2014, the balance of the accumulated benefit obligations and the fair value of the plans’ assets were $4,080 and $3,065, respectively. As of January 3, 2016 and December 28, 2014,31, 2017, each of the plans had accumulated benefit obligations in excess of the fair value of the assets of the respective plan. The Wendy’s Company recognized $149, $126,$159, $159 and $175$177 in benefit plan expenses in 2015, 20142018, 2017 and 2013,2016, respectively, which were included in “General and administrative.” The Wendy’s Company’s future required contributions to the plan are expected to be insignificant.

Multiemployer Pension Plan

Prior to the fourth quarter of 2013, the unionized employees at The New Bakery Co. of Ohio, Inc. (the “Bakery Company”), a 100% owned subsidiary of Wendy’s, now known as The Bakery Company, LLC, were covered by the Bakery and Confectionery Union and Industry International Pension Fund (the “Union Pension Fund”), a multiemployer pension plan. The Bakery Company remitted contributions based on hours worked by covered, unionized employees pursuant to a collective bargaining agreement that expired on March 31, 2013 and the Rehabilitation Plan adopted by the Union Pension Fund in accordance with the provisions

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of the Pension Protection Act of 2006 due to the underfunded status of the plan. Contributions under the plan were $733 for 2013, which were included in “Cost of sales.”

In December of 2013, the Bakery Company terminated its participation in the Union Pension Fund and formally notified the plan’s trustees of its withdrawal from the plan. The Union Pension Fund administrator acknowledged the withdrawal, which required Wendy’s to assume an estimated withdrawal liability of $13,500 based on the applicable requirements of the Employee Retirement Income Security Act, as amended, and which was included in “Cost of sales” during the fourth quarter of 2013. As a result, Wendy’s made payments to the Union Pension Fund aggregating $1,014 during 2014 and 2015 which were recorded as reductions to the withdrawal liability. The Bakers Local No. 57, Bakery, Confectionery, Tobacco Workers & Grain Millers International Union of America, AFL-CIO (the “Union”) filed a charge with the National Labor Relations Board (the “NLRB”) related to the Bakery Company’s withdrawal from the Union Pension Fund. On July 22, 2014, The New Bakery of Zanesville, LLC (“Zanesville”), a 100% owned subsidiary of Wendy’s, and the Union entered into a settlement agreement with the NLRB. The terms of the settlement include an agreement by Zanesville and the Union to recommence negotiations. On March 27, 2015, Zanesville and the Union signed a memorandum of agreement outlining the terms for a new collective bargaining agreement, including re-entering the Union Pension Fund and signing the collective bargaining agreement on or about May 15, 2015. The terms of the collective bargaining agreement were ratified by the Union and became effective upon execution of the collective bargaining agreement. During the first quarter of 2015, the Company began negotiating the potential sale of the Bakery Company which would result in the buyer signing the collective bargaining agreement and re-entering the Union Pension Fund. As a result, the Company concluded that its loss contingency for the pension withdrawal payments was no longer probable and, as such, reversed $12,486 of the outstanding withdrawal liability to “Cost of sales” during the first quarter of 2015.

During the second quarter of 2015, with negotiations ongoing, Zanesville and the Union agreed to an extension of the May 15, 2015 deadline for re-entering the Union Pension Fund. On May 15, 2015, in preparation for the sale of the Bakery, Zanesville merged into the Bakery Company. The Bakery Company was sold on May 31, 2015 and subsequently the Bakery Company signed the collective bargaining agreement and re-entered the Union Pension Fund. As a result of the sale of its membership interest in the Bakery Company, Wendy’s no longer has any obligations related to the Union Pension Fund.

The unionized employees were eligible to participate in the 401(k) Plan from December 5, 2013 through May 31, 2015, for which the Company has made contributions. As a result of the sale of the Bakery, the amounts described above have been included in “Net income (loss) from discontinued operations.” See Note 2 for more information on the sale of the Bakery.

Wendy’s Executive Plans

In conjunction with the Wendy’s merger,Merger, amounts due under supplemental executive retirement plans (the(collectively, the “SERP”) were funded into a restricted account. As of January 1, 2011, participation in the SERP was frozen to new entrants and future contributions, and existing participants’ balances only earn annual interest. The corresponding SERP liabilities have been included in “Accrued expenses and other current liabilities” and “Other liabilities” and, in the aggregate, were approximately $3,396$1,257 and $4,176$2,476 as of January 3, 2016December 30, 2018 and December 28, 2014,31, 2017, respectively.

Pursuant to the terms of the employment agreement that was entered into with our then Chief Executive Officer as of September 12, 2011, the Company implemented a non-qualified, unfunded, deferred compensation plan. The plan providesprovided that the amount of the executive’s base salary in excess of $1,000 in a tax year willwould be deferred into the plan which accruesaccrued employer funded interest. The relatedcompensation deferred under the plan was distributed to our former Chief Executive Officer during 2016.

Effective January 1, 2017, the Company implemented a non-qualified, unfunded deferred compensation liability has beenplan for management and highly compensated employees, whereby participants may defer all or a portion of their base compensation and certain incentive awards on a pre-tax basis. The Company credits the amounts deferred with earnings based on the investment options selected by the participants. The Company may also make discretionary contributions to the plan. The total of participant deferrals was $444 and $259 at December 30, 2018 and December 31, 2017, respectively, which were included in “Accrued expenses and other current liabilities” and was approximately $524 and $354 as of January 3, 2016 and December 28, 2014, respectively, including both employee contributions and employer funded interest.“Other liabilities.”

(20) Leases

At January 3, 2016,December 30, 2018, Wendy’s and its franchisees operated 6,4796,711 Wendy’s restaurants. Of the 632 company-owned353 Company-operated Wendy’s restaurants, Wendy’s owned the land and building for 327144 restaurants, owned the building and held long-term land leases for 214145 restaurants and held leases covering land and building for 9164 restaurants. Lease terms are generally initially between 15 and 20 years and, in most cases, provide for rent escalations and renewal options. Certain leases contain contingent rent provisions that require additional rental payments based upon restaurant sales volume in excess of specified amounts. The Company also leases restaurant, office and transportation equipment. Certain leases also provide for payments of other costs such as real estate taxes, insurance and common area maintenance, which have been excluded from rental expense and future minimum rental payments set forth in the tables below.

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As of January 3, 2016,December 30, 2018, Wendy’s also owned 340516 and leased 7201,279 properties that were either leased or subleased principally to franchisees. Initial lease terms are generally 20 years and, in most cases, provide for rent escalations and renewal options. Certain leases to franchisees also include contingent rent provisions based on sales volume exceeding specified amounts. The lessee bears the cost of real estate taxes, insurance and common area maintenance, which have been excluded from rental income and future minimum rental receipts set forth in the tables below.


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Rental expense for operating leases consists of the following components:
 Year Ended Year Ended
 2015 2014 2013 2018 2017 2016
Rental expense:            
Minimum rentals $77,606
 $76,178
 $68,373
 $95,749
 $90,889
 $77,952
Contingent rentals 18,270
 19,967
 10,421
 18,971
 19,021
 18,291
Total rental expense (a) $95,876
 $96,145
 $78,794
Total rental expense (a) (b) $114,720
 $109,910
 $96,243
_______________

(a)Amounts include rental expense related to (1) leases for Company-operated restaurants recorded to “Cost of sales,” (2) leased properties that are subsequently leased to franchisees recorded to “Franchise rental expense” and (3) leases for corporate offices and equipment recorded to “General and administrative.”

(b)Amounts exclude sublease income of $61,618, $46,743,$138,363, $126,814 and $16,924$95,072 recognized during 2015, 20142018, 2017 and 2013,2016, respectively.

Rental income for operating leases and subleases consists of the following components:
 Year Ended Year Ended
 2015 2014 2013 2018 2017 2016
Rental income:            
Minimum rentals $68,241
 $50,249
 $15,451
 $184,154
 $169,857
 $123,171
Contingent rentals 18,731
 17,745
 11,162
 19,143
 20,246
 19,944
Total rental income $86,972
 $67,994
 $26,613
 $203,297
 $190,103
 $143,115

The following table illustrates the Company’s future minimum rental payments and rental receipts for non-cancelable leases and subleases, including rental receipts for direct financing leases, as of January 3, 2016.December 30, 2018. Rental receipts below are presented separately for owned properties and for leased properties based on the classification of the underlying lease.

Rental Payments Rental ReceiptsRental Payments Rental Receipts
Fiscal Year
Capital
Leases
 
Operating
Leases
 
Capital
Leases
 
Operating
Leases
 
Owned
Properties
Capital
Leases
 
Operating
Leases
 
Capital
Leases
 
Operating
Leases
 
Owned
Properties
2016$11,530
 $72,217
 $17,138
 $50,259
 $32,926
201710,755
 70,070
 17,394
 50,108
 32,885
201812,638
 68,544
 17,532
 49,442
 33,058
201912,825
 67,622
 17,590
 49,366
 34,030
$47,087
 $95,877
 $64,117
 $75,302
 $54,464
202013,339
 66,634
 18,162
 48,820
 34,601
45,947
 93,372
 65,194
 75,243
 55,072
202147,604
 92,987
 67,001
 75,350
 56,658
202248,687
 92,830
 68,168
 75,947
 58,211
202350,193
 92,807
 69,812
 76,163
 58,443
Thereafter197,169
 876,367
 293,317
 662,972
 622,435
699,697
 1,058,037
 963,329
 858,168
 885,159
Total minimum payments$258,256
 $1,221,454
 $381,133
 $910,967
 $789,935
$939,215
 $1,525,910
 $1,297,621
 $1,236,173
 $1,168,007
Less interest(149,083)        (483,579)        
Present value of minimum capital lease payments (a)$109,173
        $455,636
        
_______________

(a)The present value of minimum capital lease payments of $540$8,405 and $108,633$447,231 are included in “Current portion of long-term debt” and “Long-term debt,” respectively.


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Properties owned by the Company and leased to franchisees and other third parties under operating leases include:
  Year End
  2015 2014 (a)
Land $165,667
 $106,883
Buildings and improvements 188,621
 117,122
Office, restaurant and transportation equipment 1,162
 1,713
  355,450
 225,718
Accumulated depreciation and amortization (63,476) (38,826)
  $291,974
 $186,892
_______________

(a) 2014 reflects corrections to the amounts disclosed in the 2014 Form 10-K. The 2014 Form 10-K disclosed properties of $768,498, which included land of $371,174, buildings and improvements of $399,541 and office, restaurant and transportation equipment of $160,514, net of accumulated depreciation and amortization of $162,731, which erroneously included properties owned by the Company that were not leased to franchisees and other third parties. The Company assessed the materiality of the misstatement on the 2014 consolidated financial statements and related notes and concluded that while not material in the context of the financial statements taken as a whole, the 2014 amounts within the table should be corrected to provide greater comparability. The incorrect amounts disclosed in the 2014 Form 10-K had no effect on the 2014 consolidated financial statements.
  Year End
  December 30, 2018 December 31, 2017
Land $272,234
 $272,411
Buildings and improvements 312,672
 313,108
Restaurant equipment 2,443
 2,444
  587,349
 587,963
Accumulated depreciation and amortization (143,313) (128,003)
  $444,036
 $459,960

Our net investment in direct financing leases is as follows:
 Year Ended Year End
 2015 2014 December 30, 2018 December 31, 2017
Future minimum rental receipts $200,213
 $109,674
 $624,596
 $662,889
Unearned income (135,426) (74,102)
Unearned interest income (397,384) (433,175)
Net investment in direct financing leases 64,787
 35,572
 227,212
 229,714
Net current investment in direct financing leases (a) (25) (193) (735) (625)
Net non-current investment in direct financing leases (b) $64,762
 $35,379
 $226,477
 $229,089
_______________

(a)Included in “Accounts and notes receivable.receivable, net.”

(b)Included in “Other assets.”
During 2018, 2017 and 2016, the Company recognized $27,638, $22,869 and $14,630 in interest income related to our direct financing leases, respectively, which is included in “Interest expense, net.”

(21) Guarantees and Other Commitments and Contingencies

Guarantees and Contingent Liabilities

FranchiseFranchisee 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 and national advertising payments for up to the first threetwo years of operation for qualifying new restaurants opened by December 31, 2016.2020, with the value of the incentives declining in the later years of the program. In August 2018, Wendy’s announced a new restaurant development incentive program that provides for incremental reductions in royalty and national advertising payments for up to the first two years of operation for qualifying new restaurants for existing franchisees that sign up for the program and commit to incremental development of new Wendy’s restaurants under a new development agreement by July 1, 2019. Wendy’s also provides franchisees with the option of an early 20-year renewal of their franchise agreement upon completion of reimaging utilizing certain approved Image Activation remodel designs.

Wendy’s also hashad incentive programs for 2016 and 2017 foravailable to franchisees that commencecommenced Image Activation restaurant remodels during those years.by December 15, 2017. The remodel incentive programs provide for 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.
construction. In addition, Wendy’s had incentive programs that included reductions in royalty payments in 2015 and 2014 as well as cash incentives2016 for franchisees’ participation in Wendy’s Image Activation program throughout 2014 and 2013. The Company recognizedprogram.


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expense of $4,369 and $9,178 for cash incentives in “General and administrative” during the years ended December 28, 2014 and December 29, 2013, respectively.

Franchisee Image Activation Financing Program

In addition to the Image Activation incentive programs described above, 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 has provided to the lender a $6,000 irrevocable stand-by letter of credit, which was issued on July 1, 2013.

Other Loan Guarantees

Wendy’s provides loan guarantees to various lenders on behalf of franchisees entering into pooled debt facility arrangements for new restaurant development and equipment financing to promote systemwide initiatives.financing. Wendy’s has accrued a liability for the fair value of these guarantees, the calculation forof which was based upon a weighted average risk percentage established at the inception of each program which has been adjusted for a history of defaults. Wendy’s potential recourse for the aggregate amount of these loans amounted to $7,993$144 as of January 3, 2016.December 30, 2018. As of January 3, 2016,December 30, 2018, the fair value of these guarantees totaled $686 and was included in “Other liabilities.”

During 2014, Wendy’s provided a C$2,300 guarantee to a lender on behalf of a franchisee, in connection with the sale of Canadian restaurants to the franchisee under the Company’s system optimization initiative. As a result, the total amount of the guarantee was recorded as a deferred gain in 2014$17 and is included in “Other liabilities.”

During 2012, Wendy’s provided a $2,000 guarantee to a lender for a franchisee, in connection with the refinancing of the franchisee’s debt which originated in 2007. Pursuant to the agreement, the guarantee is subject to an annual reduction over a five year period. As of January 3, 2016, the guarantee totaled $1,501 and Wendy’s has accrued a $165 liability for the fair value of this guarantee based upon a weighted average risk percentage established at the inception of the guarantee.

Lease Guarantees

Wendy’s has guaranteed the performance of certain leases and other obligations, primarily from former company-ownedCompany-operated restaurant locations now operated by franchisees, amounting to $38,424$66,268 as of January 3, 2016.December 30, 2018. These leases extend through 2050.2056. We have not received any notice of default related to these leases as of January 3, 2016.December 30, 2018. 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 $1,846 as of January 3, 2016. These leases expire on various dates through 2021.

Insurance

Wendy’s is self-insured for most workers’ compensation losses and purchases insurance for general liability and automotive liability losses, all subject to a $500 per occurrence retention or deductible limit. Wendy’s determines its liability for claims incurred but not reported for the insurance liabilities on an actuarial basis. As of December 30, 2018, the Company had $22,129 recorded for these insurance liabilities. Wendy’s is self-insured for health care claims for eligible participating employees subject to certain deductibles and limitations and determines its liability for health care claims incurred but not reported based on historical claims runoff data. As of December 30, 2018, the Company had $2,183 recorded for these health care insurance liabilities.

Letters of Credit

As of January 3, 2016,December 30, 2018, the Company had outstanding letters of credit with various parties totaling $36,540, of which $13,210 were cash collateralized.$27,082. The outstanding letters of credit include amounts outstanding against the Series 2015-12018-1 Class A-1 Notes and for the Image Activation financing program described above. The related cash collateral is classified as restricted cash and included in “Prepaid expenses and other current assets” in the consolidated balance sheet.Notes. See Note 7 and Note 12 for further information. We do not expect any material loss to result from these letters of credit.


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Purchase and Capital Commitments

Beverage Agreement

The Company has an agreement with a beverage vendor, which provides fountain beverage products and certain marketing support funding to the Company and its franchisees. This agreement requires minimum purchases of certain fountain syrupbeverages (“Syrup”Fountain Beverages”) by the Company and its franchisees at certain agreed upon prices until the total contractual gallon volume usage is reached. This agreement also provides for an annual advance to be paid to the Company based on the vendor’s expectation of the Company’s annual SyrupFountain Beverages usage, which is amortized over actual usage during the year. TheAs of December 30, 2018, the Company estimates future annual purchases to be approximately $9,600$10,800 in 2016, $7,0002019 and $11,300 in 2017 and $7,900 per year during the following three years. Based2020 based on current pricing and the expected ratio of usage at company-ownedCompany-operated restaurants to franchised restaurants, our total beverage purchase requirements under the agreement is estimated to be approximately $47,100 over the remaining life of the contract, which expires the later of reaching the minimum usage requirement or January 1, 2023.restaurants.

Beverage purchases made by the Company under this agreement during 20152018, 2017 and 20142016 were $15,720$10,108, $9,370 and $13,918,$12,839, respectively. As of January 3, 2016, $2,115December 30, 2018, $2,414 is due to the beverage vendor and is included in “Accounts payable,” principally for annual estimated payments that exceeded usage, under this agreement.

Capital Expenditure CommitmentsIn January 2019, the Company amended its contract with the beverage vendor, which now expires at the later of reaching a minimum usage requirement or December 31, 2025.

As
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Table of January 3, 2016, the Company had $31,468 of outstanding commitments, included in “Accounts payable,” for capital expenditures expected to be paid in 2016.Contents
THE WENDY’S COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands Except Per Share Amounts)

(22) Transactions with Related Parties

The following is a summary of transactions between the Company and its related parties, which are included in continuing operations:parties:
Year EndedYear Ended
2015 2014 20132018 2017 2016
Transactions with QSCC:          
Wendy’s Co-Op (a)$(1,265) $(1,516) $(3,291)$(470) $(987) $(890)
Lease income (b)(185) (185) (188)(215) (217) (193)
Use of company-owned aircraft by the Management Company (c)$—
 $(375) $(1,420)
TimWen lease and management fee payments (d)$11,843
 $6,064
 $6,587
TimWen lease and management fee payments (c)$13,044
 $12,360
 $11,602
_______________

Transactions with QSCC

(a)Wendy’s has a purchasing co-op relationship agreement (the “Wendy’s Co-op”) with its franchisees which establishes Quality Supply Chain Co-op, Inc. (“QSCC”). QSCC manages, for the Wendy’s system in the U.S. and Canada, contracts for the purchase and distribution of food, proprietary paper, operating supplies and equipment under national agreements with pricing based upon total system volume. QSCC’s supply chain management facilitates continuity of supply and provides consolidated purchasing efficiencies while monitoring and seeking to minimize possible obsolete inventory throughout the Wendy’s supply chain in the U.S. and Canada.

Wendy’s and its franchisees pay sourcing fees to third-party vendors on certain products sourced by QSCC. Such sourcing fees are remitted by these vendors to QSCC and are the primary means of funding QSCC’s operations. Should QSCC’s sourcing fees exceed its expected needs, QSCC’s board of directors may return some or all of the excess to its members in the form of a patronage dividend. Wendy’s recorded its share of patronage dividends of $1,265, $1,516$470, $987 and $3,291$890 in 2015, 20142018, 2017 and 2013,2016, respectively, which are included as a reduction of “Cost of sales.”

(b)Effective January 1, 2011, Wendy’s leased 14,333 square feet of office space to QSCC for an annual base rental of $176. The lease expiresexpired on December 31, 2016. A new lease agreement was signed effective January 1, 2017, expiring on December 31, 2020 for an annual base rental of $215. On November 27, 2018, the lease agreement was amended to increase the leased square footage to 14,493 and increase the annual base rental to $217. The Wendy’s Company received $185, $185$215, $217 and $188$193 of lease income from QSCC during 2015, 20142018, 2017 and 2013,2016, respectively, which has been recorded to “Franchise rental income.”

TimWen lease and management fee payments

(c)A wholly-owned subsidiary of Wendy’s leases restaurant facilities from TimWen for the operation of Wendy’s/Tim Hortons combo units in Canada. Wendy’s paid TimWen $13,256, $12,572 and $11,806 under these lease agreements during 2018, 2017 and 2016, respectively. In addition, TimWen paid Wendy’s a management fee under the TimWen joint venture agreement of $212, $212 and $204 during 2018, 2017 and 2016, respectively, which has been included as a reduction ofto “General and administrative.”


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Use of company-owned aircraft by the Management Company

(c)In June 2009, The Wendy’s Company and TASCO, LLC (an affiliate of a management company formed by our Chairman, who was our former Chief Executive Officer, and our Vice Chairman, who was our former President and Chief Operating Officer (the “Former Executives”) and a director, who was our former Vice Chairman (the “Management Company”)) (“TASCO”) entered into an aircraft lease agreement (the “Aircraft Lease Agreement”) to lease a company-owned aircraft. On June 29, 2011, The Wendy’s Company and TASCO entered into an agreement to extend the Aircraft Lease Agreement for an additional one year period (expiring on June 30, 2012) and an increased monthly rent of $13. On June 30, 2012, The Wendy’s Company and TASCO entered into an extension of that lease agreement that extended the lease term to July 31, 2012 and effective as of August 1, 2012, entered into an amended and restated aircraft lease agreement (the “2012 Lease”) that expired on January 5, 2014. Under the 2012 Lease, all expenses related to the ownership, maintenance and operation of the aircraft were paid by TASCO, subject to certain limitations and termination rights. The 2012 Lease expired without any limitation or termination provisions being invoked. The Wendy’s Company did not extend or renew the 2012 Lease.

The Wendy’s Company, through a wholly-owned subsidiary, was party to a three-year aircraft management and lease agreement, which expired in March 2014, with CitationAir, a subsidiary of Cessna Aircraft Company, pursuant to which the Company leased a corporate aircraft to CitationAir to use as part of its Jet Card program fleet. The Company entered into the lease agreement as a means of offsetting the cost of owning and operating the corporate aircraft by receiving revenue from third parties’ use of such aircraft. Under the terms of the lease agreement, the Company paid annual management and flight crew fees to CitationAir and reimbursed CitationAir for maintenance costs and fuel usage related to the corporate aircraft. In return, CitationAir paid a negotiated fee to the Company based on the number of hours that the corporate aircraft was used by Jet Card members. This fee was reduced based on the number of hours that (1) the Company used other aircraft in the Jet Card program fleet and (2) Jet Card members who are affiliated with the Company used the corporate aircraft or other aircraft in the Jet Card program fleet. The Company’s participation in the aircraft management and lease agreement reduced the aggregate costs that the Company would otherwise have incurred in connection with owning and operating the corporate aircraft. Under the terms of the lease agreement, the Company’s directors had the opportunity to become Jet Card members and to use aircraft in the Jet Card program fleet at the same negotiated fee paid by the Company as provided for under the lease agreement. During the first quarter of 2014 and the year ended December 29, 2013, the Former Executives and a director, who was our former Vice Chairman, and members of their immediate families, used their Jet Card agreements for business and personal travel on aircraft in the Jet Card program fleet. The Management Company paid CitationAir directly, and the Company received credit from CitationAir for charges related to such travel of approximately $375 and $1,420 during the first quarter of 2014 and the year ended December 29, 2013, respectively.

TimWen lease and management fee payments

(d)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. Wendy’s paid TimWen $12,059, $6,313 and $6,854 under these lease agreements during 2015, 2014 and 2013, respectively. Prior to 2015, franchisees paid TimWen directly for these subleases. In addition, TimWen paid Wendy’s a management fee under the TimWen joint venture agreement, of $216, $249 and $267 during 2015, 2014 and 2013, respectively, which has been included as a reduction to “General and administrative.”

Other related party transactions

On June 2, 2015, the Company entered into a stock purchase agreement to repurchase 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 resigned from the Company’s Board of Directors on 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”), who in the aggregate owned approximately 24.8% of the Company’s outstanding shares as of May 29, 2015. Pursuant to the agreement, the Trian Group agreed not to tender or sell any of its shares

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in the modified Dutch auction tender offer the Company commenced on June 3, 2015. Also pursuant to the agreement, the Company agreed, following completion of the tender offer, to purchase from the Trian Group a pro rata amount of its shares based on the number of shares the Company purchased in the tender offer, at the same price received by shareholders who participated in the tender offer. On July 17, 2015, after completion of the modified Dutch auction tender offer, the Company repurchased 18,416 shares of its common stock from the Trian Group at the price paid in the tender offer of $11.45 per share, for an aggregate purchase price of $210,867.

Matthew Peltz served on the ARG Holding Corporation Board of Directors from September 2012 through December 2015. He did not receive compensation as a director of ARG Holding Corporation. A subsidiary of the Company owns 18.5% of the common stock of ARG Holding Corporation.

On March 24, 2014, the Company completed the sale of 40 company-owned restaurants in the Phoenix, Arizona market to Arizona Restaurant Company, LLC (“ARC”) as part of the Company’s system optimization initiative. John N. Peters, who served as the Company’s Senior Vice President – North America Operations until his retirement on March 10, 2014, is a 10% owner and manager of ARC. Pursuant to an Asset Purchase Agreement dated November 20, 2013 and related transaction documents: (1) the Company sold to ARC substantially all of the assets (other than real property) used in the operation of the restaurants for an aggregate purchase price of approximately $21,000 (including inventory, cash banks and franchise and development fees), subject to adjustment as set forth in the agreement; (2) the Company and ARC entered into lease and sublease agreements with respect to the real property and buildings for the restaurants; and (3) ARC agreed to develop five new restaurants and complete Image Activation remodels at seven existing restaurants following the closing. As of December 28, 2014 the Company had $27 accrued for amounts owed to Mr. Peters in connection with his employment with the Company, which was paid during 2015.

As part of its overall retention efforts, The Wendy’s Company provided certain of its Former Executives and current and former employees, the opportunity to co-invest with The Wendy’s Company in certain investments. During 2013, The Wendy’s Company and certain of its former management had one remaining co-investment, 280 BT Holdings LLC (“280 BT”), a limited liability company formed to invest in certain operating entities. In early 2014, 280 BT received a liquidating distribution following the dissolution of its last investment. Upon receipt of the liquidating distribution, 280 BT made a final, equivalent distribution to its members in accordance with the terms of its operating agreement. The ownership percentages in 280 BT for the purpose of the distribution and as of December 29, 2013 for The Wendy’s Company, the former officers of The Wendy’s Company and other investors were 80.1%, 11.2% and 8.7%, respectively. The distribution during the first quarter of 2014 to The Wendy’s Company and the former officers of The Wendy’s Company was $22 and $5, respectively. 280 BT did not make any distributions to its members in 2013.

(23) Legal and Environmental Matters

We areThe Company is 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 January 3, 2016, the Company hadWe believe we have adequate accruals for continuing operations for all of itsour legal and environmental matters, aggregating $3,008.including the accrual that we recorded for the legal proceedings related to a cybersecurity incident as described below. See Note 11 for further information on the accrual. We cannot estimate the aggregate possible range of loss duefor various reasons, including, but not limited to, mostmany proceedings being in preliminary stages, with various motions either yet to be submitted or pending, discovery yet to occur andand/or 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 availabledifficult and future developments could cause these actions or claims, individually or in aggregate, 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 adverse effect on our consolidatedthe Company’s financial position orcondition, results of operations.operations, or cash flows of a particular reporting period.

The Company has been named as a defendant in putative class action lawsuits alleging, among other things, that the Company failed to safeguard customer credit card information and failed to provide notice that credit card information had been compromised in connection with the cybersecurity incidents described herein.  Jonathan Torres and other consumers filed an action in the U.S. District Court for the Middle District of Florida (the “Torres Case”). The operative complaint seeks to certify a nationwide class of consumers, or in the alternative, statewide classes of consumers for Florida, New York, New Jersey, Texas, and Tennessee, as well as statewide classes of consumers under those states’ consumer protection and unfair trade practices laws. The plaintiffs seek monetary damages, injunctive and equitable relief, attorneys’ fees and other costs. The Company filed its answer in 2017. On October 27, 2017, the Company moved for summary judgment to dismiss the operative complaint. On December 15, 2017, the plaintiffs moved for class certification. The Company filed its memorandum in opposition on January 16, 2018. On August 23, 2018, the court preliminarily approved a class-wide settlement. The claims and objection process is currently underway. A final approval hearing of the settlement of the Torres Case was held on February 26, 2019, and final approval was granted by the court.

Certain financial institutions have also filed class actions lawsuits in the U.S. District Court for the Western District of Pennsylvania, which seek to certify a nationwide class of financial institutions that issued payment cards that were allegedly impacted.  Those cases were consolidated into a single case (the “FI Case”). The plaintiffs seek monetary damages, injunctive and equitable relief, attorneys’ fees and other costs. The Company filed its answer in 2017. On August 27, 2018, the Company filed a motion for judgment on the pleadings, seeking dismissal of the plaintiffs’ negligence and negligence per se claims under Ohio law. On February 13, 2019, the Company and the plaintiffs filed a settlement agreement and a motion for preliminary approval of a class-wide settlement of the FI Case with the court. Under the terms of the settlement agreement, if approved and finalized, a settlement class of financial institutions will receive $50,000, inclusive of attorneys’ fees and costs. After exhaustion of applicable insurance, the Company expects to pay approximately $27,500 of this amount. In exchange, the Company and its franchisees will receive a full release of all claims that have or could have been brought by financial institutions who do not opt out of the settlement related to the cybersecurity incidents described herein. On February 26, 2019, the court preliminarily approved the settlement agreement and scheduled a final approval hearing for November 6, 2019. The settlement agreement remains subject to a notice and objection process and final court approval. If approved, the Company anticipates that payment will not occur until late 2019 or early 2020. Accordingly, we recorded a liability of $50,000 and insurance receivables of $22,500 during 2018. See Note 11 for further information.

Certain of the Company’s present and former directors have been named in two putative shareholder derivative complaints arising out of the cybersecurity incidents described herein.  The first case, brought by James Graham in the U.S. District Court for the Southern District of Ohio (the “Graham Case”), asserts claims of breach of fiduciary duty, waste of corporate assets, unjust enrichment and gross mismanagement, and additionally names one non-director executive officer of the Company.  The second case, brought by Thomas Caracci in the U.S. District Court for the Southern District of Ohio (the “Caracci Case”), asserts claims of breach of fiduciary duty and violations of Section 14(a) and Rule 14a-9 of the Securities Exchange Act of 1934.  Collectively, the plaintiffs seek a judgment on behalf of the Company for all damages incurred or that will be incurred as a result of the alleged wrongful acts or omissions, a judgment ordering disgorgement of all profits, benefits, and other compensation obtained by the named individual defendants, a judgment directing the Company to reform its governance and internal procedures, attorneys’ fees and other costs.  The Graham Case and the Caracci Case have been consolidated and on December 21, 2018, the court issued an order naming Graham and his counsel as lead in the case. On January 31, 2019, Graham filed a consolidated verified shareholder derivative complaint with the court.


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(24) Advertising Costs and Funds

We currently participate inmaintain two national advertising funds (the “Advertising Funds”) established to collect and administer funds contributed for use in advertising and promotional programs. Contributions to the Advertising Funds are required from both company-ownedCompany-operated and franchised restaurants and are based on a percentage of restaurant sales. In addition to the contributions to the various Advertising Funds, company-ownedCompany-operated and franchised restaurants make additional contributions to other local and regional advertising programs.

Restricted assets and related liabilities of the Advertising Funds at December 30, 2018 and December 31, 2017 were as follows:
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 Year End
 December 30, 2018 December 31, 2017
Cash and cash equivalents$25,247
 $8,579
Accounts receivable, net47,332
 47,288
Other assets3,930
 6,735
Advertising funds restricted assets$76,509
 $62,602
    
Total liabilities$80,153
 $69,247
Member’s deficit (a)—
 (6,645)
Advertising funds restricted liabilities$80,153
 $62,602
_______________

(a)
The Company reclassified the member’s deficit of the Advertising Funds from “Advertising funds restricted liabilities” to “Retained earnings (accumulated deficit)” upon the adoption of amended guidance for revenue recognition. See “New Accounting Standards Adopted” in Note 1 for further information.

Advertising expenses included in “Cost of sales” totaled $27,939, $27,921 and $41,064 in 2018, 2017 and 2016, respectively.

(25) Geographic Information

The table below presents revenues and properties information by geographic area:
 U.S. Canada Other International Total
2018       
Revenues$1,495,639
 $74,626
 $19,671
 $1,589,936
Properties1,176,149
 36,967
 120
 1,213,236
        
2017       
Revenues$1,154,873
 $50,431
 $18,104
 $1,223,408
Properties1,226,714
 36,213
 132
 1,263,059
        
2016       
Revenues$1,373,345
 $45,959
 $16,114
 $1,435,418
Properties1,162,006
 30,257
 76
 1,192,339


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Restricted assets and related liabilities of the Advertising Funds at January 3, 2016 and December 28, 2014 were as follows:
  Year End
  2015 2014
Cash and cash equivalents $13,704
 $15,085
Accounts and notes receivable 50,231
 42,717
Other assets 3,464
 7,506
Total assets $67,399
 $65,308
     
Accounts payable $3,872
 $3,736
Accrued expenses and other current liabilities 64,603
 70,206
Member’s deficit (1,076) (8,634)
Total liabilities and deficit $67,399
 $65,308

Our advertising expenses in 2015, 2014 and 2013 totaled $64,312, $73,454 and $94,498, respectively.

(25) Geographic Information

The tables below present revenues and properties information by geographic area. The table below does not include revenues and properties related to the Bakery. As discussed in Note 2, on May 31, 2015, Wendy’s completed the sale of 100% of its membership interest in the Bakery. As a result of the sale, the Bakery’s operations as well as the Bakery’s assets and liabilities, for all periods presented through its May 31, 2015 date of sale are included in discontinued operations.
  U.S. Canada Other International Total
2015        
Revenues $1,749,131
 $104,003
 $17,163
 $1,870,297
Properties 1,198,553
 29,296
 95
 1,227,944
         
2014        
Revenues $1,734,164
 $247,792
 $16,546
 $1,998,502
Properties 1,202,545
 38,538
 87
 1,241,170
         
2013        
Revenues $2,150,134
 $255,216
 $18,319
 $2,423,669
Properties 1,075,944
 57,232
 36
 1,133,212


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(26) Quarterly Financial Information (Unaudited)

The tables below set forth summary unaudited consolidated quarterly financial information for 20152018 and 20142017. The Company reports on a fiscal year typically consisting of 52 or 53 weeks ending on the Sunday closest to December 31. During 2015, the Company’s first, second and third fiscal quarters contained 13 weeks and the Company’s fourth quarter contained 14 weeks. All of the Company’s fiscal quarters in 20142018 and 2017 contained 13 weeks. As discussed in Note 2, on May 31, 2015, Wendy’s completed the sale of 100% of its membership interest in the Bakery. Bakery results for all periods presented through its May 31, 2015 date of sale are classified as discontinued operations. In addition, certainCertain reclassifications have been made to the prior year presentation to conform to the current year presentation related to the Company’s system optimization initiative.presentation. See Note 1 for further details.information.
 2015 Quarter Ended
 March 29 (a) June 28 (a) September 27 (a) January 3 (a)
Revenues$451,769
 $489,534
 $464,629
 $464,365
Cost of sales305,111
 315,122
 291,524
 272,316
Operating profit37,911
 64,308
 55,939
 116,312
Income from continuing operations18,150
 24,825
 8,323
 88,681
Net income (loss) from discontinued operations9,357
 15,370
 (739) (2,825)
Net income$27,507
 $40,195
 $7,584
 $85,856
Basic income (loss) per share:       
Continuing operations$.05
 $.07
 $.03
 $.32
Discontinued operations.03
 .04
 —
 (.01)
Net income$.08
 $.11
 $.03
 $.31
Diluted income (loss) per share:       
Continuing operations$.05
 $.07
 $.03
 $.32
Discontinued operations.03
 .04
 —
 (.01)
Net income$.07
 $.11
 $.03
 $.31
 2018 Quarter Ended (a)
 April 1 July 1 September 30 December 30
Revenues$380,564
 $411,002
 $400,550
 $397,820
Cost of sales132,219
 138,154
 139,348
 138,867
Operating profit55,262
 71,483
 77,348
 45,799
Net income$20,159
 $29,876
 $391,249
 $18,831
Basic income per share$.08
 $.13
 $1.65
 $.08
Diluted income per share$.08
 $.12
 $1.60
 $.08

 2014 Quarter Ended
 March 30 (b) June 29 September 28 (b) December 28 (b)
Revenues$508,450
 $506,079
 $496,670
 $487,303
Cost of sales363,365
 335,141
 332,645
 323,935
Operating profit87,274
 61,169
 44,244
 49,901
Income from continuing operations45,009
 27,327
 21,133
 22,955
Net income from discontinued operations1,294
 1,680
 1,697
 339
Net income$46,303
 $29,007
 $22,830
 $23,294
Basic income per share:       
Continuing operations$.12
 $.07
 $.06
 $.06
Discontinued operations—
 —
 —
 —
Net income$.12
 $.08
 $.06
 $.06
Diluted income per share:       
Continuing operations$.12
 $.07
 $.06
 $.06
Discontinued operations—
 —
 —
 —
Net income$.12
 $.08
 $.06
 $.06
 2017 Quarter Ended (b)
 April 2 July 2 October 1 December 31
Revenues$285,819
 $320,342
 $308,000
 $309,247
Cost of sales124,543
 130,581
 133,631
 129,180
Operating profit60,720
 25,794
 61,657
 66,587
Net income (loss)$22,341
 $(1,845) $14,257
 $159,276
Basic income (loss) per share$.09
 $(.01) $.06
 $.66
Diluted income (loss) per share$.09
 $(.01) $.06
 $.64
_______________

(a)The Company’s consolidated statements of operations in fiscal 2018 were materially impacted by investment income, net and reorganization and realignment costs. The pre-tax impact of investment income, net for the third quarter was $450,133 and included the sale of our remaining ownership interest in Inspire Brands (see Note 8 for further information). The pre-tax impact of reorganization and realignment costs for the first, second, third and fourth quarters was $2,626, $3,124, $941 and $2,377, respectively (see Note 5 for further information).

(b)The Company’s consolidated statements of operations in fiscal 2017 were materially impacted by system optimization gains,losses, net, reorganization and realignment costs impairment of long-lived assets and loss on early extinguishment of debt.the benefit from income taxes. The pre-tax impact of system optimization gains,losses, net for the second and fourth quarters of 2015quarter was $15,654 and $59,258, respectively$41,050 (see Note 3 for additional information). The pre-tax impact of reorganization and realignment costs for the

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first, second, third and fourth quarters of 2015 was $4,613, $6,279, $5,754 and $5,264, respectively (see Note 5 for additional information). The pre-tax impact of impairment of long-lived assets during the second and fourth quarters of 2015 was $10,018 and $11,533, respectively (see Note 17 for additional information). The pre-tax impact of loss on early extinguishment of debt during the second quarter of 2015 was $7,295 (see Note 12 for additional information). Additionally, the Company’s consolidated statements of operations were materially affected during the fourth quarter of 2015 by a $54,911 dividend from our investment in Arby’s, which was recognized in investment income, net (see Note 18 for additional information).

(b)The Company’s consolidated statements of operations were materially impacted by system optimization gains, net, reorganization and realignment costs and impairment of long-lived assets. The pre-tax impact of system optimization gains, net for the first and fourth quarters of 2014 was $72,977$17,699, $2,888 and $17,483, respectively (see Note 3 for additional information). The pre-tax impact of reorganization and realignment costs for the first and fourth quarters of 2014 was $14,711 and $14,527,$1,806, respectively (see Note 5 for additional information). The pre-taxbenefit from income taxes for the fourth quarter was $121,649 and included the impact of impairment of long-lived assets during the third and fourth quarters of 2014 was $8,618 and $8,389, respectivelyTax Act (see Note 1714 for additional information).


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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Not applicable.

Item 9A.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The management of the Company, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of January 3, 2016.December 30, 2018. Based on such evaluations, the Chief Executive Officer and Chief Financial Officer concluded that as of January 3, 2016,December 30, 2018, the disclosure controls and procedures of the Company were effective at a reasonable assurance level in (1) recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and (2) ensuring that information required to be disclosed by the Company in such reports is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act). The management of the Company, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, carried out an assessment of the effectiveness of its internal control over financial reporting for the Company as of January 3, 2016December 30, 2018. The assessment was performed using the criteria for effective internal control reflected in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on the assessment of the system of internal control for the Company, the management of the Company believes that as of January 3, 2016December 30, 2018, internal control over financial reporting of the Company was effective.

Our independent registered public accounting firm, Deloitte & Touche LLP, has issued an attestation report dated March 3, 2016February 27, 2019 on the Company’s internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

There were no changes in the internal control over financial reporting of the Company during the fourth quarter of 20152018 that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

There are inherent limitations in the effectiveness of any control system, including the potential for human error and the possible circumvention or overriding of controls and procedures. Additionally, judgments in decision-making can be faulty and breakdowns can occur because of a simple error or mistake. An effective control system can provide only reasonable, not absolute, assurance that the control objectives of the system are adequately met. Accordingly, the management of the Company, including its Chief Executive Officer and Chief Financial Officer, does not expect that the control system can prevent or detect all error or fraud. Finally, projections of any evaluation or assessment of effectiveness of a control system to future periods are subject to the risks that, over time, controls may become inadequate because of changes in an entity’s operating environment or deterioration in the degree of compliance with policies or procedures.


119


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders of
The Wendy’s Company
Dublin, Ohio

Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of The Wendy’s Company and subsidiaries (the “Company”) as of January 3, 2016,December 30, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 30, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 30, 2018, of the Company and our report dated February 27, 2019, expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding a change in accounting for revenue due to the adoption of Accounting Standards Codification No. 606, Revenue from Contracts with Customers.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of theits inherent limitations, of internal control over financial reporting including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be preventedprevent or detected on a timely basis.detect misstatements. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 3, 2016, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s consolidated financial statements as of and for the year ended January 3, 2016 and our report dated March 3, 2016, expressed an unqualified opinion on those financial statements.

/s/ Deloitte & Touche LLP
Columbus, Ohio
March 3, 2016February 27, 2019


120


Item 9B. Other Information.

None.

PART III

Items 10, 11, 12, 13 and 14.

The information required by Items 10, 11, 12, 13 and 14 will be furnished on or prior to May 2, 2016April 29, 2019 (and is hereby incorporated by reference) by an amendment hereto or pursuant to a definitive proxy statement involving the election of directors pursuant to Regulation 14A that will contain such information. Notwithstanding the foregoing, information appearing in the sections “Compensation Committee Report” and “Audit Committee Report” shall not be deemed to be incorporated by reference in this Form 10-K.

PART IV

Item 15. Exhibits and Financial Statement Schedules.

(a)    1.    Financial Statements:

See Index to Financial Statements (Item 8).

2.Financial Statement Schedules:

All schedules have been omitted since they are either not applicable or the information is contained elsewhere in “Item 8. Financial Statements and Supplementary Data.”


121


3.Exhibits:

Exhibits that are incorporated by reference to documents filed previously by the Company under the Securities Exchange Act of 1934, as amended, are filed with the Securities and Exchange Commission under File No. 001-02207, or File No. 001-08116 for documents filed by Wendy’s International, Inc. CopiesWe will furnish copies of certain exhibits to this Form 10-K and such previously filed documents are available free of chargeany exhibit listed on our website at www.aboutwendys.com. Copies of exhibits to this Form 10-K that are not filed herewith and are unavailable on our website are instead available at a charge of $.25 per pagethe Exhibit Index upon written request to the Secretary of The Wendy’s Company at One Dave Thomas Boulevard, Dublin, Ohio 43017.43017 for a reasonable fee to cover our expenses in furnishing such exhibits.

EXHIBIT NO.DESCRIPTION
  
2.1
Agreement and Plan of Merger, dated as of April 23, 2008, by and among Triarc Companies, Inc., Green Merger Sub, Inc. and Wendy’s International, Inc., incorporated herein by reference to Exhibit 2.1 to Triarc’s Current Report on Form 8-K dated April 29, 2008 (SEC file no. 001-02207).
2.2
Side Letter Agreement, dated August 14, 2008, by and among Triarc Companies, Inc., Green Merger Sub, Inc. and Wendy’s International, Inc., incorporated herein by reference to Exhibit 2.3 to Triarc’s Registration Statement on Form S-4, Amendment No.3,No. 3, filed on August 15, 2008 (Reg. no. and SEC file no. 333-151336).
2.3
Purchase and Sale Agreement, dated as of June 13, 2011, by and among Wendy’s/Arby’s Restaurants, LLC, ARG Holding Corporation and ARG IH Corporation, incorporated herein by reference to Exhibit 2.1 of the Wendy’s/Arby’s Group, Inc. and Wendy’s/Arby’s Restaurants, LLC Current Reports on Form 8-K filed on June 13, 2011 (SEC file nos. 001-02207 and 333-161613, respectively).
2.4
Closing letter dated as of July 1, 2011 by and among Wendy’s/Arby’s Restaurants, LLC, ARG Holding Corporation, ARG IH Corporation, and Roark Capital Partners II, LP, incorporated by reference to Exhibit 2.2 of the Wendy’s/Arby’s Group, Inc. and Wendy’s/Arby’s Restaurants, LLC Current Reports on Form 8-K filed on July 8, 2011 (SEC file nos. 001-02207 and 333-161613, respectively).
2.5Asset Purchase Agreement by and among Wendy’s International, Inc., Pisces Foods, L.P., Near Holdings, L.P., David Near and Jason Near dated as of June 5, 2012, incorporated herein by reference to Exhibit 2.1 of The Wendy’s Company Current Report on Form 8-K filed on June 12, 2012 (SEC file no. 001-02207).
3.1
Amended and Restated Certificate of Incorporation of The Wendy’s Company, as filed with the Secretary of State of the State of Delaware on May 24, 2012,26, 2016, incorporated herein by reference to Exhibit 3.1 of The Wendy’s Company Current Report on Form 8-K filed on May 25, 201227, 2016 (SEC file no. 001-02207).
3.2
By-Laws of The Wendy’s Company (as amended and restated through May 24, 2012)26, 2016), incorporated herein by reference to Exhibit 3.2 of The Wendy’s Company Current Report on Form 8-K filed on May 25, 201210-Q for the quarter ended July 3, 2016 (SEC file no. 001-02207).
4.1
Base Indenture, dated as of June 1, 2015, by and between Wendy’s Funding, LLC, as Master Issuer, and Citibank, N.A., as Trustee and Securities Intermediary, incorporated herein by reference to Exhibit 4.1 of The Wendy’s Company Current Report on Form 8-K filed on June 2, 2015 (SEC file no. 001-02207).
4.2
Series 2015-1 Supplement to Base Indenture, dated as of June 1, 2015, by and between Wendy’s Funding, LLC, as Master Issuer of the Series 2015-1 fixed rate senior secured notes, Class A-2, and Series 2015-1 variable funding senior notes, Class A-1, and Citibank, N.A., as Trustee and Series 2015-1 Securities Intermediary, incorporated herein by reference to Exhibit 4.2 of The Wendy’s Company Current Report on Form 8-K filed on June 2, 2015 (SEC file no. 001-02207).
10.14.3Triarc Companies, Inc. Amended
Series 2018-1 Supplement to Base Indenture, dated as of January 17, 2018, by and Restated 1998 Equity Participation Plan,between Wendy’s Funding, LLC, as Master Issuer of the Series 2018-1 fixed rate senior secured notes, Class A-2, and Series 2018-1 variable funding senior notes, Class A-1, and Citibank, N.A., as Trustee and Series 2018-1 Securities Intermediary, incorporated herein by reference to Exhibit 10.3 to Triarc’s4.1 of The Wendy’s Company Current Report on Form 8-K filed on May 19, 2005January 17, 2018 (SEC file no. 001-02207).**
10.24.4Form
First Supplement, dated as of Non-Incentive Stock Option Agreement underFebruary 10, 2017, to the Triarc Companies, Inc. AmendedBase Indenture, dated as of June 1, 2015, by and Restated 1998 Equity Participation Plan,between Wendy’s Funding, LLC, as Master Issuer, and Citibank, N.A., as Trustee and Securities Intermediary, incorporated herein by reference to Exhibit 10.24.3 of The Wendy’s Company Form 10-K for the fiscal year ended January 1, 2017 (SEC file no. 001-02207).
4.5
Second Supplement to Triarc’sBase Indenture, dated as of January 17, 2018, by and between Wendy’s Funding, LLC, as Master Issuer, and Citibank, N.A., as Trustee and Securities Intermediary, incorporated herein by reference to Exhibit 4.2 of The Wendy’s Company Current Report on Form 8-K filed on May 13, 1998January 17, 2018 (SEC file no. 001-02207).**
10.34.6
Third Supplement to Base Indenture, dated as of February 4, 2019, by and between Wendy’s Funding, LLC, as Master Issuer, and Citibank, N.A., as Trustee and Securities Intermediary (SEC file no. 001-02207).*
10.1
Wendy’s/Arby’s Group, Inc. Amended and Restated 2002 Equity Participation Plan, as amended, incorporated herein by reference to Exhibit 10.5 to Wendy’s/Arby’s Group’s Form 10-K for the fiscal year ended December 28, 2008 (SEC file no. 001-02207).**

10.4
EXHIBIT NO.DESCRIPTION
10.2
Form of Non-Incentive Stock Option Agreement under the Wendy’s/Arby’s Group, Inc. Amended and Restated 2002 Equity Participation Plan, as amended, incorporated herein by reference to Exhibit 99.6 to Wendy’s/Arby’s Group’s Current Report on Form 8-K filed on December 22, 2008 (SEC file no. 001-02207).**
10.510.3
Form of Restricted Stock Agreement under the Wendy’s/Arby’s Group, Inc. Amended and Restated 2002 Equity Participation Plan, as amended, incorporated herein by reference to Exhibit 10.7 to Wendy’s/Arby’s Group’s Form 10-K for the fiscal year ended December 28, 2008 (SEC file no. 001-02207).**

122

10.4
EXHIBIT NO.DESCRIPTION
10.6
Form of Non-Employee Director Restricted Stock Award Agreement under the Wendy’s/Arby’s Group, Inc. Amended and Restated 2002 Equity Participation Plan, incorporated herein by reference to Exhibit 10.7 to Wendy’s/Arby’s Group’s Form 10-Q for the quarter ended June 28, 2009 (SEC file no. 001-02207).**
10.710.5
Form of Non-Incentive Stock Option Agreement under the Wendy’s/Arby’s Group, Inc. Amended and Restated 2002 Equity Participation Plan, as amended, incorporated herein by reference to Exhibit 10.1 to Wendy’s/Arby’s Group’s Form 10-Q for the quarter ended September 27, 2009 (SEC file no. 001-02207).**
10.810.6Form of Restricted Share Unit Award Agreement under the Wendy’s/Arby’s Group, Inc. Amended and Restated 2002 Equity Participation Plan, as amended, incorporated herein by reference to Exhibit 10.2 to Wendy’s/Arby’s Group’s Form 10-Q for the quarter ended September 27, 2009 (SEC file no. 001-02207).**
10.9
Wendy’s/Arby’s Group, Inc. 2010 Omnibus Award Plan, incorporated herein by reference to Annex A of the Wendy’s/Arby’s Group, Inc. Definitive 2010 Proxy Statement (SEC file no. 001-02207).**
10.1010.7
First Amendment to Wendy’s/Arby’s Group, Inc. 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.2 to The Wendy’s Company Current Report on Form 8-K filed on June 2, 2015 (SEC file no. 001-02207).**
10.1110.8
Second Amendment to The Wendy’s Company 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.3 to The Wendy’s Company Current Report on Form 8-K filed on June 2, 2015 (SEC file no. 001-02207).**
10.1210.9Form of Non-Incentive Stock Option Award Agreement under the Wendy’s/Arby’s Group, Inc. 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.5 to Wendy’s/Arby’s Group’s Form 10-Q for the quarter ended July 4, 2010 (SEC file no. 001-02207).**
10.13
Form of Non-Incentive Stock Option Award Agreement for 2012 under the Wendy’s/Arby’s Group, Inc. 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.3 of The Wendy’s Company Form 10-Q for the quarter ended July 1, 2012 (SEC file no. 001-02207).**
10.1410.10
Form of Long Term Performance UnitNonqualified Stock Option Award Agreement under the Wendy’s/Arby’s Group, Inc. 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.6 to Wendy’s/Arby’s Group’s Form 10-Q for the quarter ended July 4, 2010 (SEC file no. 001-02207).**
10.15Form of Long Term Performance Unit Award Agreement for 2011 under the Wendy’s/Arby’s Group, Inc. 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.1 to The Wendy’s Company and Wendy’s Restaurants, LLC Form 10-Q for the quarter ended July 3, 2011 (SEC file nos. 001-02207 and 333-161613, respectively).**
10.16Form of Long Term Performance Unit Award Agreement for 2012 under the Wendy’s/Arby’s Group, Inc. 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.4 of The Wendy’s Company Form 10-Q for the quarter ended July 1, 2012 (SEC file no. 001-02207).**
10.17Form of Long Term Performance Unit Award Agreement for 2013 under the Wendy’s/Arby’s Group, Inc. 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.2 of The Wendy’s Company Form 10-Q for the quarter ended September 29, 2013 (SEC file no. 001-02207).**
10.18Form of Long Term Performance Unit Award Agreement for 2014 under the Wendy’s/Arby’s Group, Inc. 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.1 of The Wendy’s Company Form 10-Q for the quarter ended March 30, 2014October 1, 2017 (SEC file no. 001-02207).**
10.1910.11
Form of Long Term Performance Unit Award Agreement for 2015 under the Wendy’s/Arby’s Group, Inc. 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.1 of The Wendy’s Company Form 10-Q for the quarter ended March 29, 2015 (SEC file no. 001-02207).**
10.2010.12
Form of Restricted Stock Unit Award Agreement under the Wendy’s/Arby’s Group, Inc. 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.1 of the Wendy’s/Arby’s Group, Inc. and Wendy’s/Arby’s Restaurants, LLC Form 10-Q for the quarter ended April 3, 2011 (SEC file nos. 001-02207 and 333-161613, respectively).**
10.21Form of Restricted StockLong Term Performance Unit Award Agreement for 20112016 under the Wendy’s/Arby’s Group, Inc.The Wendy’s Company 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.1 of The Wendy’s Company and Wendy’s Restaurants, LLC Form 10-Q for the quarter ended October 2, 2011April 3, 2016 (SEC file nos. 001-02207 and 333-161613, respectively)no. 001-02207).**
10.2210.13
Form of Long Term Performance Unit Award Agreement for 2017 under The Wendy’s Company 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.1 of The Wendy’s Company Form 10-Q for the quarter ended April 2, 2017 (SEC file no. 001-02207).**
10.14
Form of Long Term Performance Unit Award Agreement for 2018 under The Wendy’s Company 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.1 of The Wendy’s Company Form 10-Q for the quarter ended April 1, 2018 (SEC file no. 001-02207).**
10.15
Form of Restricted Stock Unit Award Agreement for 2013 (ratable vesting) under the Wendy’s/Arby’s Group, Inc. 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.3 of The Wendy’s Company Form 10-Q for the quarter ended June 30, 2013 (SEC file no. 001-02207).**
10.2310.16
Form of Restricted Stock Unit Award Agreement for 2013 (cliff vesting) under the Wendy’s/Arby’s Group, Inc. 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.4 of The Wendy’s Company Form 10-Q for the quarter ended June 30, 2013 (SEC file no. 001-02207).**
10.2410.17
Form of Restricted Stock Unit Award Agreement for 2014 (version 1) under the Wendy’s/Arby’s Group, Inc. 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.21 of The Wendy’s Company Form 10-K for the fiscal year ended December 28, 2014 (SEC file no. 001-02207).**

123

10.18
EXHIBIT NO.DESCRIPTION
10.25
Form of Restricted Stock Unit Award Agreement for 2014 (version 2) under the Wendy’s/Arby’s Group, Inc. 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.22 of The Wendy’s Company Form 10-K for the fiscal year ended December 28, 2014 (SEC file no. 001-02207).**
10.2610.19Form of Non-Employee Director Restricted Stock Award Agreement under the Wendy’s/Arby’s Group, Inc. 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.7 to Wendy’s/Arby’s Group's Form 10-Q for the quarter ended July 4, 2010 (SEC file no. 001-02207).**
10.27
Form of Non-Employee Director Restricted Stock Award Agreement for 2013 under the Wendy’s/Arby’s Group, Inc. 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.5 of The Wendy’s Company Form 10-Q for the quarter ended June 30, 2013 (SEC file no. 001-02207).**
10.2810.20Form of Restricted Stock Award Agreement under the Wendy’s/Arby’s Group, Inc. 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.16 of The Wendy’s Company and Wendy’s Restaurants, LLC Form 10-K for the fiscal year ended January 1, 2012 (SEC file nos. 001-02207 and 333-161613, respectively).**
10.29Wendy’s International, Inc. 2003 Stock Incentive Plan, incorporated herein by reference to Exhibit 10(f) of the Wendy’s International, Inc. Form 10-Q for the quarter ended April 2, 2006 (SEC file no. 001-08116).**
10.30Amendments to the Wendy’s International, Inc. 2003 Stock Incentive Plan, incorporated herein by reference to Exhibit 10.12 to Wendy’s/Arby’s Group’s Form 10-K for the fiscal year ended December 28, 2008 (SEC file no. 001-02207).**
10.31
Wendy’s International, Inc. 2007 Stock Incentive Plan, incorporated herein by reference to Annex C to the Wendy’s International, Inc. Definitive 2007 Proxy Statement, dated March 12, 2007 (SEC file no. 001-08116).**

10.32
EXHIBIT NO.DESCRIPTION
10.21
First Amendment to the Wendy’s International, Inc. 2007 Stock Incentive Plan, incorporated herein by reference to Exhibit 10(d) of the Wendy’s International, Inc. Form 10-Q for the quarter ended September 30, 2007 (SEC file no. 001-08116).**
10.3310.22
Amendments to the Wendy’s International, Inc. 2007 Stock Incentive Plan, incorporated herein by reference to Exhibit 10.15 to Wendy’s/Arby’s Group’s Form 10-K for the fiscal year ended December 28, 2008 (SEC file no. 001-02207).**
10.3410.23
Form of Stock Option Award Letter for U.S. Grantees under the Wendy’s International, Inc. 2007 Stock Incentive Plan, incorporated herein by reference to Exhibit 10.3 to Wendy’s/Arby’s Group'sGroup’s Form 10-Q for the quarter ended September 27, 2009 (SEC file no. 001-02207).**
10.3510.24
Form of Stock Unit Award Agreement under the Wendy’s International, Inc. 2007 Stock Incentive Plan, incorporated herein by reference to Exhibit 10.4 to Wendy’s/Arby’s Group’s Form 10-Q for the quarter ended September 27, 2009 (SEC file no. 001-02207).**
10.3610.25
Form of letter amending non-qualified stock options granted under the Wendy’s International, Inc. 2007 Stock Incentive Plan on May 1, 2007 and May 1, 2008 to certain former directors of Wendy’s International, Inc. incorporated herein by reference to Exhibit 10.5 to Wendy’s/Arby’s Group’s Form 10-Q for the quarter ended September 27, 2009 (SEC file no. 001-02207).**
10.3710.26
Wendy’s International, Inc. Supplemental Executive Retirement Plan, incorporated herein by reference to Exhibit 10(f) of the Wendy’s International, Inc. Form 10-K for the fiscal year ended December 29, 2002 (SEC file no. 001-08116).**
10.3810.27
First Amendment to the Wendy’s International, Inc. Supplemental Executive Retirement Plan, incorporated herein by reference to Exhibit 10(f) of the Wendy’s International, Inc. Form 10-K for the fiscal year ended December 31, 2006 (SEC file no. 001-08116).**
10.3910.28
Amended and Restated Wendy’s International, Inc. Supplemental Executive Retirement Plan No. 2, incorporated herein by reference to Exhibit 10.24 to Wendy’s/Arby’s Group'sGroup’s Form 10-K for the fiscal year ended January 3, 2010 (SEC file no. 001-02207).**
10.4010.29
Amended and Restated Wendy’s International, Inc. Supplemental Executive Retirement Plan No. 3, incorporated herein by reference to Exhibit 10.25 to Wendy’s/Arby’s Group'sGroup’s Form 10-K for the fiscal year ended January 3, 2010 (SEC file no. 001-02207).**
10.4110.30
Wendy’s International, LLC Executive Severance Pay Policy, effective as of December 14, 2015.2015, incorporated herein by reference to Exhibit 10.41 to The Wendy’s Company Form 10-K for the fiscal year ended January 3, 2016 (SEC file no. 001-02207).* ***
10.4210.31
Wendy’s International, LLC Deferred Compensation Plan, effective as of January 1, 2017, incorporated herein by reference to Exhibit 10.34 to The Wendy’s Company Form 10-K for the fiscal year ended January 1, 2017 (SEC file no. 001-02207).**
10.32
Wendy’s/Arby’s Group, Inc. 2009 Directors’ Deferred Compensation Plan, effective as of May 28, 2009, incorporated herein by reference to Exhibit 10.6 to Wendy’s/Arby’s Group’s Form 10-Q for the quarter ended June 28, 2009 (SEC file no. 001-02207).**
10.4310.33
Amendment No. 1 to the Wendy’s/Arby’s Group, Inc. 2009 Directors’ Deferred Compensation Plan, effective as of May 27, 2010, incorporated herein by reference to Exhibit 10.9 to Wendy’s/Arby’s Group’s Form 10-Q for the quarter ended July 4, 2010 (SEC file no. 001-02207).**
10.4410.34
Amendment No. 2 to the Wendy’s/Arby’s Group, Inc. 2009 Directors’ Deferred Compensation Plan, incorporated herein by reference to Exhibit 10.6 of The Wendy’s Company Form 10-Q for the quarter ended June 30, 2013 (SEC file no. 001-02207).**

124

10.35
EXHIBIT NO.DESCRIPTION
10.45
2015-1 Class A-2 Note Purchase Agreement, dated as of May 19, 2015, by and among The Wendy’s Company, the subsidiaries of The Wendy’s Company party thereto and Guggenheim Securities, LLC, acting on behalf of itself and as the representative of the initial purchasers, incorporated herein by reference to Exhibit 10.1 of The Wendy’s Company Current Report on Form 8-K filed on May 20, 2015 (SEC file no. 001-02207).
10.4610.36
2018-1 Class A-2 Note Purchase Agreement, dated as of December 6, 2017, by and among The Wendy’s Company, the subsidiaries of The Wendy’s Company party thereto and Guggenheim Securities, LLC and Citigroup Global Markets Inc., each acting on behalf of itself and as the representatives of the initial purchasers, incorporated herein by reference by Exhibit 10.1 of The Wendy’s Company Current Report on Form 8-K filed on December 6, 2017 (SEC file no. 001-02207).

EXHIBIT NO.DESCRIPTION
10.37
Class A-1 Note Purchase Agreement, dated as of June 1, 2015, by and among Wendy’s Funding, LLC, as Master Issuer, each of Quality Is Our Recipe, LLC, Wendy’s Properties, LLC, Wendy’s SPV Guarantor, LLC, as Guarantor, Wendy’s International, LLC, as Manager, the conduit investors party thereto, the financial institutions party thereto, certain funding agents, and Coöperatieve Centrale Raiffeisen-Boerenleenbank, B.A., “Rabobank Nederland,” New York Branch, as L/C Provider, Swingline Lender and Administrative Agent, incorporated herein by reference to Exhibit 10.1 of The Wendy’s Company Current Report on Form 8-K filed on June 2, 2015 (SEC file no. 001-02207).
10.4710.38
Class A-1 Note Purchase Agreement, dated as of January 17, 2018, by and between Wendy’s Funding, LLC, as Master Issuer, each of Quality Is Our Recipe, LLC, Wendy’s Properties, LLC, Wendy’s SPV Guarantor, LLC, as Guarantor, Wendy’s International, LLC, as Manager, the conduit investors party thereto, the financial institutions party thereto, certain funding agents, and Coöperatieve Rabobank, U.A., New York Branch, as L/C Provider, Swingline Lender and Administrative Agent, incorporated herein by reference to Exhibit 10.1 of The Wendy’s Company Current Report on Form 8-K filed on January 17, 2018 (SEC file no. 001-02207).
10.39
Guarantee and Collateral Agreement, dated as of June 1, 2015, by and among Quality Is Our Recipe, LLC, Wendy’s Properties, LLC, Wendy’s SPV Guarantor, LLC, each as a Guarantor, in favor of Citibank, N.A., as Trustee, incorporated herein by reference to Exhibit 10.2 to The Wendy’s Company Current Report on Form 8-K filed on June 2, 2015 (SEC file no. 001-02207).
10.4810.40
Management Agreement, dated as of June 1, 2015, by and among Wendy’s Funding, LLC, Quality Is Our Recipe, LLC, Wendy’s Properties, LLC, Wendy’s SPV Guarantor, LLC, Wendy’s International, LLC, as Manager, and Citibank, N.A., as Trustee, incorporated herein by reference to Exhibit 10.3 to The Wendy’s Company Current Report on Form 8-K filed on June 2, 2015 (SEC file no. 001-02207).
10.4910.41
Management Agreement Amendment, dated as of January 17, 2018, by and among Wendy’s Funding, LLC, as Master Issuer, certain subsidiaries of Wendy’s Funding, LLC party thereto, Wendy’s International, LLC, as Manager, and Citibank, N.A., as Trustee, incorporated herein by reference to Exhibit 10.2 of The Wendy’s Company Current Report on Form 8-K filed on January 17, 2018 (SEC file no. 001-02207).
10.42
Stock Purchase Agreement, dated as of June 2, 2015, by and between The Wendy’s Company and the persons listed on Schedule I thereto, incorporated herein by reference to Exhibit 10.1 to The Wendy’s Company Current Report on Form 8-K filed on June 3, 2015 (SEC file no. 001-02207).
10.5010.43
Assignment of Rights Agreement between Wendy’s International, Inc. and Mr. R. David Thomas, incorporated herein by reference to Exhibit 10(c) of the Wendy’s International, Inc. Form 10-K for the fiscal year ended December 31, 2000 (SEC file no. 001-08116).
10.5110.44
Form of Guaranty Agreement dated as of March 23, 1999 among National Propane Corporation, Triarc Companies, Inc. and Nelson Peltz and Peter W. May, incorporated herein by reference to Exhibit 10.30 to Triarc’s Annual Report on Form 10-K for the fiscal year ended January 3, 1999 (SEC file no. 001-02207).
10.5210.45
Indemnity Agreement, dated as of October 25, 2000 between Cadbury Schweppes plc and Triarc Companies, Inc., incorporated herein by reference to Exhibit 10.1 to Triarc’s Current Report on Form 8-K filed on November 8, 2000 (SEC file no. 001-02207).
10.5310.46
Separation Agreement, dated as of April 30, 2007, between Triarc Companies, Inc. and Nelson Peltz, incorporated herein by reference to Exhibit 10.3 to Triarc’s Current Report on Form 8-K filed on April 30, 2007 (SEC file no. 001-02207).**
10.5410.47
Letter Agreement dated as of December 28, 2007, between Triarc Companies, Inc. and Nelson Peltz., incorporated herein by reference to Exhibit 10.2 to Triarc’s Current Report on Form 8-K filed on January 4, 2008 (SEC file no. 001-02207).**
10.5510.48
Separation Agreement, dated as of April 30, 2007, between Triarc Companies, Inc. and Peter W. May, incorporated herein by reference to Exhibit 10.4 to Triarc’s Current Report on Form 8-K filed on April 30, 2007 (SEC file no. 001-02207).**
10.5610.49
Letter Agreement dated as of December 28, 2007, between Triarc Companies, Inc. and Peter W. May, incorporated herein by reference to Exhibit 10.3 to Triarc’s Current Report on Form 8-K filed on January 4, 2008 (SEC file no. 001-02207).**
10.5710.50
Agreement dated June 10, 2009 between Wendy’s/Arby’s Group, Inc. and Trian Fund Management, L.P., incorporated herein by reference to Exhibit 10.1 to Wendy’s/Arby’s Group’s Current Report on Form 8-K filed on June 11, 2009 (SEC file no. 001-02207).
10.5810.51
Liquidation Services Agreement dated June 10, 2009 between Wendy’s/Arby’s Group, Inc. and Trian Fund Management, L.P., incorporated herein by reference to Exhibit 10.2 to Wendy’s/Arby’s Group’s Current Report on Form 8-K filed on June 11, 2009 (SEC file no. 001-02207).

10.59
EXHIBIT NO.DESCRIPTION
10.52
Letter from Trian Fund Management, L.P. (“Trian Partners”) dated as of March 31, 2011 regarding the Agreement and the Liquidation Services Agreement each dated as of June 10, 2009 between Wendy’s/Arby’s Group, Inc. and Trian Partners, incorporated herein by reference to Exhibit 10.2 of the Wendy’s/Arby’s Group, Inc. Form 10-Q for the quarter ended April 3, 2011 (SEC file no. 001-02207).
10.6010.53
Acknowledgment letter dated as of March 31, 2011 from Wendy’s/Arby’s Group, Inc. to Trian Fund Management, L.P. (“Trian Partners”) regarding the Agreement and the Liquidation Services Agreement each dated as of June 10, 2009 between Wendy’s/Arby’s Group, Inc. and Trian Partners, incorporated herein by reference to Exhibit 10.3 of the Wendy’s/Arby’s Group, Inc. Form 10-Q for the quarter ended April 3, 2011 (SEC file no. 001-02207).

125

10.54
EXHIBIT NO.DESCRIPTION
10.61
Assignment and Assumption of Lease, dated as of June 30, 2007, between Triarc Companies, Inc. and Trian Fund Management, L.P., incorporated herein by reference to Exhibit 10.1 to Triarc’s Current Report on Form 8-K filed on August 10, 2007 (SEC file no. 001-02207).
10.6210.55
Agreement of Sublease between Triarc Companies, Inc. and Trian Fund Management, L.P., incorporated herein by reference to Exhibit 10.4 to Triarc’s Current Report on Form 8-K filed on August 10, 2007 (SEC file no. 001-02207).
10.6310.56
First Amendment to Agreement of Sublease between Wendy’s/Arby’s Group, Inc. (f/k/a Triarc Companies, Inc.) and Trian Fund Management, L.P., incorporated herein by reference to Exhibit 10.10 to Wendy’s/Arby’s Group’s Form 10-Q for the quarter ended July 4, 2010 (SEC file no. 001-02207).
10.6410.57Form of Aircraft Time Sharing Agreement between Triarc Companies, Inc. and each of Trian Fund Management, L.P., Nelson Peltz, Peter W. May and Edward P. Garden, incorporated herein by reference to Exhibit 10.5 to Triarc’s Current Report on Form 8-K filed on August 10, 2007 (SEC file no. 001-02207).
10.65Aircraft Lease Agreement dated June 10, 2009 between Wendy’s/Arby’s Group, Inc. and TASCO, LLC, incorporated herein by reference to Exhibit 10.4 to Wendy’s/Arby’s Group’s Current Report on Form 8-K filed on June 11, 2009 (SEC file no. 001-02207).
10.66Amendment No. 1 to Aircraft Lease Agreement dated June 10, 2009 between Wendy’s/Arby’s Group, Inc. and TASCO, LLC, incorporated herein by reference to Exhibit 10.11 to Wendy’s/Arby’s Group’s Form 10-Q for the quarter ended July 4, 2010 (SEC file no. 001-02207).
10.67Amendment No. 2 to Aircraft Lease Agreement dated June 29, 2011 between Wendy’s/Arby’s Group, Inc. and TASCO, LLC, incorporated herein by reference to Exhibit 10.2 to The Wendy’s Company Form 10-Q for the quarter ended July 3, 2011 (SEC file no. 001-02207).
10.68Extension and Amendment No. 3 to Aircraft Lease Agreement dated as of June 30, 2012 by and between The Wendy’s Company and TASCO, LLC, incorporated herein by reference to Exhibit 10.6 of The Wendy’s Company Form 10-Q for the quarter ended July 1, 2012 (SEC file no. 001-02207).
10.69Amended and Restated Aircraft Lease Agreement between The Wendy’s Company and TASCO, LLC dated as of August 1, 2012, incorporated herein by reference to Exhibit 10.1 of The Wendy’s Company Current Report on Form 8-K filed on August 3, 2012 (SEC file no. 001-12207).
10.70
Registration Rights Agreement dated as of April 23, 1993, between DWG Corporation and DWG Acquisition Group, L.P., incorporated herein by reference to Exhibit 10.36 to Wendy’s/Arby’s Group’s Annual Report on Form 10-K for the fiscal year ended December 28, 2008 (SEC file no. 001-02207).
10.7110.58
Letter Agreement dated August 6, 2007, between Triarc Companies, Inc. and Trian Fund Management, L.P., incorporated herein by reference to Exhibit 10.7 to Triarc’s Current Report on Form 8-K filed on August 10, 2007 (SEC file no. 001-02207).
10.7210.59
Agreement dated November 5, 2008 by and between Wendy’s/Arby’s Group, Inc. and Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Parallel Fund II, L.P., Trian Fund Management, L.P., Nelson Peltz, Peter W. May and Edward P. Garden, incorporated herein by reference to Exhibit 10.1 to Wendy’s/Arby’s Group’s Current Report on Form 8-K filed on November 12, 2008 (SEC file no. 001-02207).
10.7310.60
Amendment No. 1 to Agreement, dated as of April 1, 2009, among Wendy’s/Arby’s Group, Inc., Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Parallel Fund II, L.P., Trian Fund Management, L.P., Trian Fund Management GP, LLC, Nelson Peltz, Peter W. May and Edward P. Garden, incorporated herein by reference to Exhibit 10.2 to Wendy’s/Arby’s Group’s Current Report on Form 8-K filed on April 2, 2009 (SEC file no. 001-02207).
10.7410.61
Agreement dated December 1, 2011 by and between The Wendy’s Company and Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners GP, L.P., Trian Fund Management, L.P., the general partner of which is Trian Fund Management GP, LLC, Nelson Peltz, Peter W. May and Edward P. Garden, who, together with Nelson Peltz and Peter W. May, are the controlling members of Trian GP, Trian Partners Strategic Investment Fund, L.P. and Trian Partners Strategic Investment Fund-A, L.P., incorporated herein by reference to Exhibit 10.1 to The Wendy’s Company Current Report on Form 8-K filed on December 2, 2011 (SEC file no. 001-02207).
10.7510.62Amended and Restated Letter Agreement dated as of December 18, 2008 between Stephen E. Hare and Wendy’s/Arby’s Group, Inc., incorporated herein by reference to Exhibit 99.4 to Wendy’s/Arby’s Group’s Current Report on Form 8-K filed on December 22, 2008 (SEC file no. 001-02207).**
10.76Letter Agreement dated as of March 22, 2011, between Stephen E. Hare and Wendy’s/Arby’s Group, Inc., incorporated herein by reference to Exhibit 10.4 of the Wendy’s/Arby’s Group and Wendy’s/Arby’s Restaurants, LLC Form 10-Q for the quarter ended April 3, 2011 (SEC file nos. 001-02207 and 333-161613, respectively).**
10.77Letter Agreement between The Wendy’s Company and Stephen E. Hare dated as of May 7, 2013, incorporated herein by reference to Exhibit 10.7 of The Wendy’s Company Form 10-Q for the quarter ended June 30, 2013 (SEC file no. 001-02207).**

126

EXHIBIT NO.DESCRIPTION
10.78Consulting Agreement between The Wendy’s Company and Stephen E. Hare dated as of May 7, 2013, incorporated herein by reference to Exhibit 10.8 of The Wendy’s Company Form 10-Q for the quarter ended June 30, 2013 (SEC file no. 001-02207).**
10.79Amended and Restated Letter Agreement dated as of December 18, 2008 between Roland C. Smith and Wendy’s/Arby’s Group, Inc., incorporated herein by reference to Exhibit 99.5 to Wendy’s/Arby’s Group’s Current Report on Form 8-K filed on December 28, 2008 (SEC file no. 001-02207).**
10.80Letter from Roland C. Smith to The Wendy’s Company dated as of September 1, 2011, incorporated herein by reference to Exhibit 10.4 of The Wendy’s Company and Wendy’s Restaurants, LLC Form 10-Q for the quarter ended October 2, 2011 (SEC file nos. 001-02207 and 333-161613, respectively).**
10.81Letter Agreement dated as of December 18, 2008 by and between Wendy’s/Arby’s Group, Inc. and John D. Barker, incorporated herein by reference to Exhibit 10.75 of The Wendy’s Company Form 10-K for the fiscal year ended January 1, 2012 (SEC file no. 001-02207).**
10.82Letter Agreement dated as of January 28, 2009 by and between Wendy’s/Arby’s Group, Inc. and Darrell van Ligten, incorporated herein by reference to Exhibit 10.76 of The Wendy’s Company Form 10-K for the fiscal year ended January 1, 2012 (SEC file no. 001-02207).**
10.83Amendment to Letter Agreement dated March 23, 2012 by and between The Wendy’s Company and Darrell van Ligten, incorporated herein by reference to Exhibit 10.2 of The Wendy’s Company Form 10-Q for the quarter ended April 1, 2012 (SEC file no. 001-02207).**
10.84Employment Agreement effective September 12, 2011 by and between The Wendy’s Company and Emil J. Brolick, incorporated herein by reference to Exhibit 10.1 of The Wendy’s Company Current Report on Form 8-K filed on September 2, 2011 (SEC file no. 001-02207).**
10.8510.63
Amendment to Employment Agreement effective as of June 2, 2014 between The Wendy’s Company and Emil J. Brolick, incorporated herein by reference to Exhibit 10.210.1 of The Wendy’s Company Current Report on Form 10-Q for the quarter ended8-K filed on June 29,3, 2014 (SEC file no. 001-02207).**
10.8610.64
Special Executive Deferred Compensation Plan by and between The Wendy’s Company and Emil J. Brolick, incorporated herein by reference to Exhibit 10.2 of The Wendy’s Company Current Report on Form 8-K filed on September 2, 2011 (SEC file no. 001-02207).**
10.8710.65Letter Agreement dated as of January 17, 2012 by and between The Wendy’s Company and R. Scott Toop, incorporated herein by reference to Exhibit 10.79 of The Wendy’s Company Form 10-K for the fiscal year ended January 1, 2012 (SEC file no. 001-02207).**
10.88Separation Agreement and Release executed on December 17, 2015 by and between Wendy’s International, LLC and R. Scott Toop.* **
10.89Letter Agreement dated as of March 16, 2012 by and between The Wendy’s Company and Craig S. Bahner, incorporated herein by reference to Exhibit 10.1 of The Wendy’s Company Form 10-Q for the quarter ended April 1, 2012 (SEC file no. 001-02207).**
10.90
Letter Agreement dated as of April 23, 2012 by and between The Wendy’s Company and Scott Weisberg, incorporated herein by reference to Exhibit 10.5 of The Wendy’s Company Form 10-Q for the quarter ended July 1, 2012 (SEC file no. 001-02207).**
10.9110.66
Employment Letter between The Wendy’s Company and Todd Penegor dated as of May 8, 2013, incorporated herein by reference to Exhibit 10.9 of The Wendy’s Company Form 10-Q for the quarter ended June 30, 2013 (SEC file no. 001-02207).**
10.9210.67
Employment Letter between The Wendy’s Company and Robert Wright dated as of November 1, 2013, incorporated herein by reference to Exhibit 10.81 of The Wendy’s Company Annual Report on Form 10-K for the fiscal year ended December 29, 2013 (SEC file no. 001-02207).**

10.93
EXHIBIT NO.DESCRIPTION
10.68
Employment Letter between The Wendy’s Company and Liliana Esposito dated as of May 8, 2014, incorporated herein by reference to Exhibit 10.1 of The Wendy’s Company Form 10-Q for the quarter ended June 29, 2014 (SEC file no. 001-02207).**
10.9410.69
Employment Letter between The Wendy’s Company and Kurt Kane dated as of March 31,27, 2015, incorporated herein by reference to Exhibit 10.8 of The Wendy’s Company Form 10-Q for the quarter ended June 28, 2015.2015 (SEC file no. 001-02207).**
10.9510.70
Employment Letter between The Wendy’s Company and David Trimm dated as of May 21, 2015, incorporated herein by reference to Exhibit 10.1 of The Wendy’s Company Form 10-Q for the quarter ended July 3, 2016 (SEC file no. 001-02207).**
10.71
Employment Letter between The Wendy’s Company and Gunther Plosch dated as of April 7, 2016, incorporated herein by reference to Exhibit 10.2 of The Wendy’s Company Form 10-Q for the quarter ended April 3, 2016 (SEC file no. 001-02207).**
10.72
Employment Letter between The Wendy’s Company and E. J. Wunsch dated as of September 6, 2016, incorporated herein by reference to Exhibit 10.1 of The Wendy’s Company Form 10-Q for the quarter ended October 2, 2016 (SEC file no. 001-02207).**
10.73
Form of Indemnification Agreement, between Wendy’s/Arby’s Group, Inc. and certain officers, directors, and employees thereof, incorporated herein by reference to Exhibit 10.47 to Wendy’s/Arby’s Group’s Annual Report on Form 10-K for the fiscal year ended December 28, 2008 (SEC file no. 001-02207).**
10.9610.74
Form of Indemnification Agreement of The Wendy’s Company, incorporated herein by reference to Exhibit 10.5 of The Wendy’s Company and Wendy’s Restaurants, LLC Form 10-Q for the quarter ended October 2, 2011 (SEC file nos. 001-02207 and 333-161613, respectively).**

127

10.75
EXHIBIT NO.DESCRIPTION
10.97
Form of Indemnification Agreement between Arby’s Restaurant Group, Inc. and certain directors, officers and employees thereof, incorporated herein by reference to Exhibit 10.40 to Triarc’s Annual Report on Form 10-K for the fiscal year ended December 30, 2007 (SEC file no. 001-02207).**
10.9810.76
Form of Indemnification Agreement for officers and employees of Wendy’s International, Inc. and its subsidiaries, incorporated herein by reference to Exhibit 10 of the Wendy’s International, Inc. Current Report on Form 8-K filed on July 12, 2005 (SEC file no. 001-08116).**
10.9910.77
Form of First Amendment to Indemnification Agreement between Wendy’s International, Inc. and its directors and certain officers and employees, incorporated herein by reference to Exhibit 10(b) of the Wendy’s International, Inc. Form 10-Q for the quarter ended June 29, 2008 (SEC file no. 001-08116).**
21.1
Subsidiaries of the Registrant.*
23.1
Consent of Deloitte & Touche LLP.*
23.2Consent of KPMG LLP.*
31.1
Certification of the Chief Executive Officer of The Wendy’s Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2
Certification of the Chief Financial Officer of The Wendy’s Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1Certification
Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished as an exhibit to this Form 10-K.2002.*
99.1Audited Financial Statements of TimWen Partnership.*
101.INSXBRL Instance Document*
101.SCHXBRL Taxonomy Extension Schema Document*
101.CALXBRL Taxonomy Extension Calculation Linkbase Document*
101.DEFXBRL Taxonomy Extension Definition Linkbase Document*
101.LABXBRL Taxonomy Extension Label Linkbase Document*
101.PREXBRL Taxonomy Extension Presentation Linkbase Document*
____________________
*Filed herewith.
**Identifies a management contract or compensatory plan or arrangement.
  
Instruments defining the rights of holders of certain issues of long-term debt of the Company and its consolidated subsidiaries have not been filed as exhibits to this Form 10-K because the authorized principal amount of any one of such issues does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis. The Company agrees to furnish a copy of each of such instruments to the Commission upon request.

128


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
THE WENDY’S COMPANY
(Registrant)
March 3, 2016February 27, 2019
 
By: /s/ EMIL J. BROLICKTODD A. PENEGOR                                                  
 Emil J. BrolickTodd A. Penegor
 President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on March 3, 2016February 27, 2019 by the following persons on behalf of the registrant and in the capacities indicated.
Signature Titles
/s/ EMIL J. BROLICKTODD A. PENEGOR President, Chief Executive Officer and Director
(Emil J. Brolick)Todd A. Penegor) (Principal Executive Officer)
/s/ TODD A. PENEGORGUNTHER PLOSCH President and Chief Financial Officer
(Todd A. Penegor)Gunther Plosch) (Principal Financial Officer)
/s/ SCOTTLEIGH A. KRISSBURNSIDE Senior Vice President, Chief Accounting and Tax Officer
(ScottLeigh A. Kriss)Burnside) (Principal Accounting Officer)
/s/ NELSON PELTZ Chairman and Director
(Nelson Peltz)  
/s/ PETER W. MAY Vice Chairman and Director
(Peter W. May)  
/s/ JANET HILLKRISTIN A. DOLAN Director
(Janet Hill)Kristin A. Dolan)
/s/ KENNETH W. GILBERTDirector
(Kenneth W. Gilbert)  
/s/ DENNIS M. KASS Director
(Dennis M. Kass)  
/s/ JOSEPH A. LEVATO Director
(Joseph A. Levato)
/s/ J. RANDOLPH LEWISDirector
(J. Randolph Lewis)  
/s/ MICHELLE J. MATHEWS-SPRADLIN Director
(Michelle J. Mathews-Spradlin)  
/s/ MATTHEW H. PELTZ Director
(Matthew H. Peltz)  
/s/ PETER H. ROTHSCHILD Director
(Peter H. Rothschild)  
/s/ DAVID E. SCHWAB IIARTHUR B. WINKLEBLACK Director
(David E. Schwab II)Arthur B. Winkleblack)  

129

Exhibit Index

122
EXHIBIT NO.DESCRIPTION
2.1Agreement and Plan of Merger, dated as of April 23, 2008, by and among Triarc Companies, Inc., Green Merger Sub, Inc. and Wendy’s International, Inc., incorporated herein by reference to Exhibit 2.1 to Triarc’s Current Report on Form 8-K dated April 29, 2008 (SEC file no. 001-02207).
2.2Side Letter Agreement, dated August 14, 2008, by and among Triarc Companies, Inc., Green Merger Sub, Inc. and Wendy’s International, Inc., incorporated herein by reference to Exhibit 2.3 to Triarc’s Registration Statement on Form S-4, Amendment No.3, filed on August 15, 2008 (Reg. no. and SEC file no. 333-151336).
2.3Purchase and Sale Agreement, dated as of June 13, 2011, by and among Wendy’s/Arby’s Restaurants, LLC, ARG Holding Corporation and ARG IH Corporation, incorporated herein by reference to Exhibit 2.1 of the Wendy’s/Arby’s Group, Inc. and Wendy’s/Arby’s Restaurants, LLC Current Reports on Form 8-K filed on June 13, 2011 (SEC file nos. 001-02207 and 333-161613, respectively).
2.4Closing letter dated as of July 1, 2011 by and among Wendy’s/Arby’s Restaurants, LLC, ARG Holding Corporation, ARG IH Corporation, and Roark Capital Partners II, LP, incorporated by reference to Exhibit 2.2 of the Wendy’s/Arby’s Group, Inc. and Wendy’s/Arby’s Restaurants, LLC Current Reports on Form 8-K filed on July 8, 2011 (SEC file nos. 001-02207 and 333-161613, respectively).
2.5Asset Purchase Agreement by and among Wendy’s International, Inc., Pisces Foods, L.P., Near Holdings, L.P., David Near and Jason Near dated as of June 5, 2012, incorporated herein by reference to Exhibit 2.1 of The Wendy’s Company Current Report on Form 8-K filed on June 12, 2012 (SEC file no. 001-02207).
3.1Restated Certificate of Incorporation of The Wendy’s Company, as filed with the Secretary of State of the State of Delaware on May 24, 2012, incorporated herein by reference to Exhibit 3.1 of The Wendy’s Company Current Report on Form 8-K filed on May 25, 2012 (SEC file no. 001-02207).
3.2By-Laws of The Wendy’s Company (as amended and restated through May 24, 2012), incorporated herein by reference to Exhibit 3.2 of The Wendy’s Company Current Report on Form 8-K filed on May 25, 2012 (SEC file no. 001-02207).
4.1Base Indenture, dated as of June 1, 2015, by and between Wendy’s Funding, LLC, as Master Issuer, and Citibank, N.A., as Trustee and Securities Intermediary, incorporated herein by reference to Exhibit 4.1 of The Wendy’s Company Current Report on Form 8-K filed on June 2, 2015 (SEC file no. 001-02207).
4.2Series 2015-1 Supplement to Base Indenture, dated as of June 1, 2015, by and between Wendy’s Funding, LLC, as Master Issuer of the Series 2015-1 fixed rate senior secured notes, Class A-2, and Series 2015-1 variable funding senior notes, Class A-1, and Citibank, N.A., as Trustee and Series 2015-1 Securities Intermediary, incorporated herein by reference to Exhibit 4.2 of The Wendy’s Company Current Report on Form 8-K filed on June 2, 2015 (SEC file no. 001-02207).
10.1Triarc Companies, Inc. Amended and Restated 1998 Equity Participation Plan, incorporated herein by reference to Exhibit 10.3 to Triarc’s Current Report on Form 8-K filed on May 19, 2005 (SEC file no. 001-02207).**
10.2Form of Non-Incentive Stock Option Agreement under the Triarc Companies, Inc. Amended and Restated 1998 Equity Participation Plan, incorporated herein by reference to Exhibit 10.2 to Triarc’s Current Report on Form 8-K filed on May 13, 1998 (SEC file no. 001-02207).**
10.3Wendy’s/Arby’s Group, Inc. Amended and Restated 2002 Equity Participation Plan, as amended, incorporated herein by reference to Exhibit 10.5 to Wendy’s/Arby’s Group’s Form 10-K for the fiscal year ended December 28, 2008 (SEC file no. 001-02207).**
10.4Form of Non-Incentive Stock Option Agreement under the Wendy’s/Arby’s Group, Inc. Amended and Restated 2002 Equity Participation Plan, as amended, incorporated herein by reference to Exhibit 99.6 to Wendy’s/Arby’s Group’s Current Report on Form 8-K filed on December 22, 2008 (SEC file no. 001-02207).**
10.5Form of Restricted Stock Agreement under the Wendy’s/Arby’s Group, Inc. Amended and Restated 2002 Equity Participation Plan, as amended, incorporated herein by reference to Exhibit 10.7 to Wendy’s/Arby’s Group’s Form 10-K for the fiscal year ended December 28, 2008 (SEC file no. 001-02207).**
10.6Form of Non-Employee Director Restricted Stock Award Agreement under the Wendy’s/Arby’s Group, Inc. Amended and Restated 2002 Equity Participation Plan, incorporated herein by reference to Exhibit 10.7 to Wendy’s/Arby’s Group’s Form 10-Q for the quarter ended June 28, 2009 (SEC file no. 001-02207).**
10.7Form of Non-Incentive Stock Option Agreement under the Wendy’s/Arby’s Group, Inc. Amended and Restated 2002 Equity Participation Plan, as amended, incorporated herein by reference to Exhibit 10.1 to Wendy’s/Arby’s Group’s Form 10-Q for the quarter ended September 27, 2009 (SEC file no. 001-02207).**
10.8Form of Restricted Share Unit Award Agreement under the Wendy’s/Arby’s Group, Inc. Amended and Restated 2002 Equity Participation Plan, as amended, incorporated herein by reference to Exhibit 10.2 to Wendy’s/Arby’s Group’s Form 10-Q for the quarter ended September 27, 2009 (SEC file no. 001-02207).**

130

EXHIBIT NO.DESCRIPTION
10.9Wendy’s/Arby’s Group, Inc. 2010 Omnibus Award Plan, incorporated herein by reference to Annex A of the Wendy’s/Arby’s Group, Inc. Definitive 2010 Proxy Statement (SEC file no. 001-02207).**
10.10First Amendment to Wendy’s/Arby’s Group, Inc. 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.2 to The Wendy’s Company Current Report on Form 8-K filed on June 2, 2015 (SEC file no. 001-02207).**
10.11Second Amendment to The Wendy’s Company 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.3 to The Wendy’s Company Current Report on Form 8-K filed on June 2, 2015 (SEC file no. 001-02207).**
10.12Form of Non-Incentive Stock Option Award Agreement under the Wendy’s/Arby’s Group, Inc. 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.5 to Wendy’s/Arby’s Group’s Form 10-Q for the quarter ended July 4, 2010 (SEC file no. 001-02207).**
10.13Form of Non-Incentive Stock Option Award Agreement for 2012 under the Wendy’s/Arby’s Group, Inc. 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.3 of The Wendy’s Company Form 10-Q for the quarter ended July 1, 2012 (SEC file no. 001-02207).**
10.14Form of Long Term Performance Unit Award Agreement under the Wendy’s/Arby’s Group, Inc. 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.6 to Wendy’s/Arby’s Group’s Form 10-Q for the quarter ended July 4, 2010 (SEC file no. 001-02207).**
10.15Form of Long Term Performance Unit Award Agreement for 2011 under the Wendy’s/Arby’s Group, Inc. 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.1 to The Wendy’s Company and Wendy’s Restaurants, LLC Form 10-Q for the quarter ended July 3, 2011 (SEC file nos. 001-02207 and 333-161613, respectively).**
10.16Form of Long Term Performance Unit Award Agreement for 2012 under the Wendy’s/Arby’s Group, Inc. 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.4 of The Wendy’s Company Form 10-Q for the quarter ended July 1, 2012 (SEC file no. 001-02207).**
10.17Form of Long Term Performance Unit Award Agreement for 2013 under the Wendy’s/Arby’s Group, Inc. 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.2 of The Wendy’s Company Form 10-Q for the quarter ended September 29, 2013 (SEC file no. 001-02207).**
10.18Form of Long Term Performance Unit Award Agreement for 2014 under the Wendy’s/Arby’s Group, Inc. 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.1 of The Wendy’s Company Form 10-Q for the quarter ended March 30, 2014 (SEC file no. 001-02207).**
10.19Form of Long Term Performance Unit Award Agreement for 2015 under the Wendy’s/Arby’s Group, Inc. 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.1 of The Wendy’s Company Form 10-Q for the quarter ended March 29, 2015 (SEC file no. 001-02207).**
10.20Form of Restricted Stock Unit Award Agreement under the Wendy’s/Arby’s Group, Inc. 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.1 of the Wendy’s/Arby’s Group, Inc. and Wendy’s/Arby’s Restaurants, LLC Form 10-Q for the quarter ended April 3, 2011 (SEC file nos. 001-02207 and 333-161613, respectively).**
10.21Form of Restricted Stock Unit Award Agreement for 2011 under the Wendy’s/Arby’s Group, Inc. 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.1 of The Wendy’s Company and Wendy’s Restaurants, LLC Form 10-Q for the quarter ended October 2, 2011 (SEC file nos. 001-02207 and 333-161613, respectively).**
10.22Form of Restricted Stock Unit Award Agreement for 2013 (ratable vesting) under the Wendy’s/Arby’s Group, Inc. 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.3 of The Wendy’s Company Form 10-Q for the quarter ended June 30, 2013 (SEC file no. 001-02207).**
10.23Form of Restricted Stock Unit Award Agreement for 2013 (cliff vesting) under the Wendy’s/Arby’s Group, Inc. 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.4 of The Wendy’s Company Form 10-Q for the quarter ended June 30, 2013 (SEC file no. 001-02207).**
10.24Form of Restricted Stock Unit Award Agreement for 2014 (version 1) under the Wendy’s/Arby’s Group, Inc. 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.21 of The Wendy’s Company Form 10-K for the fiscal year ended December 28, 2014 (SEC file no. 001-02207).**
10.25Form of Restricted Stock Unit Award Agreement for 2014 (version 2) under the Wendy’s/Arby’s Group, Inc. 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.22 of The Wendy’s Company Form 10-K for the fiscal year ended December 28, 2014 (SEC file no. 001-02207).**
10.26Form of Non-Employee Director Restricted Stock Award Agreement under the Wendy’s/Arby’s Group, Inc. 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.7 to Wendy’s/Arby’s Group's Form 10-Q for the quarter ended July 4, 2010 (SEC file no. 001-02207).**
10.27Form of Non-Employee Director Restricted Stock Award Agreement for 2013 under the Wendy’s/Arby’s Group, Inc. 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.5 of The Wendy’s Company Form 10-Q for the quarter ended June 30, 2013 (SEC file no. 001-02207).**

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EXHIBIT NO.DESCRIPTION
10.28Form of Restricted Stock Award Agreement under the Wendy’s/Arby’s Group, Inc. 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.16 of The Wendy’s Company and Wendy’s Restaurants, LLC Form 10-K for the fiscal year ended January 1, 2012 (SEC file nos. 001-02207 and 333-161613, respectively).**
10.29Wendy’s International, Inc. 2003 Stock Incentive Plan, incorporated herein by reference to Exhibit 10(f) of the Wendy’s International, Inc. Form 10-Q for the quarter ended April 2, 2006 (SEC file no. 001-08116).**
10.30Amendments to the Wendy’s International, Inc. 2003 Stock Incentive Plan, incorporated herein by reference to Exhibit 10.12 to Wendy’s/Arby’s Group’s Form 10-K for the fiscal year ended December 28, 2008 (SEC file no. 001-02207).**
10.31Wendy’s International, Inc. 2007 Stock Incentive Plan, incorporated herein by reference to Annex C to the Wendy’s International, Inc. Definitive 2007 Proxy Statement, dated March 12, 2007 (SEC file no. 001-08116).**
10.32First Amendment to the Wendy’s International, Inc. 2007 Stock Incentive Plan, incorporated herein by reference to Exhibit 10(d) of the Wendy’s International, Inc. Form 10-Q for the quarter ended September 30, 2007 (SEC file no. 001-08116).**
10.33Amendments to the Wendy’s International, Inc. 2007 Stock Incentive Plan, incorporated herein by reference to Exhibit 10.15 to Wendy’s/Arby’s Group’s Form 10-K for the fiscal year ended December 28, 2008 (SEC file no. 001-02207).**
10.34Form of Stock Option Award Letter for U.S. Grantees under the Wendy’s International, Inc. 2007 Stock Incentive Plan, incorporated herein by reference to Exhibit 10.3 to Wendy’s/Arby’s Group's Form 10-Q for the quarter ended September 27, 2009 (SEC file no. 001-02207).**
10.35Form of Stock Unit Award Agreement under the Wendy’s International, Inc. 2007 Stock Incentive Plan, incorporated herein by reference to Exhibit 10.4 to Wendy’s/Arby’s Group’s Form 10-Q for the quarter ended September 27, 2009 (SEC file no. 001-02207).**
10.36Form of letter amending non-qualified stock options granted under the Wendy’s International, Inc. 2007 Stock Incentive Plan on May 1, 2007 and May 1, 2008 to certain former directors of Wendy’s International, Inc. incorporated herein by reference to Exhibit 10.5 to Wendy’s/Arby’s Group’s Form 10-Q for the quarter ended September 27, 2009 (SEC file no. 001-02207).**
10.37Wendy’s International, Inc. Supplemental Executive Retirement Plan, incorporated herein by reference to Exhibit 10(f) of the Wendy’s International, Inc. Form 10-K for the fiscal year ended December 29, 2002 (SEC file no. 001-08116).**
10.38First Amendment to the Wendy’s International, Inc. Supplemental Executive Retirement Plan, incorporated herein by reference to Exhibit 10(f) of the Wendy’s International, Inc. Form 10-K for the fiscal year ended December 31, 2006 (SEC file no. 001-08116).**
10.39Amended and Restated Wendy’s International, Inc. Supplemental Executive Retirement Plan No. 2, incorporated herein by reference to Exhibit 10.24 to Wendy’s/Arby’s Group's Form 10-K for the fiscal year ended January 3, 2010 (SEC file no. 001-02207).**
10.40Amended and Restated Wendy’s International, Inc. Supplemental Executive Retirement Plan No. 3, incorporated herein by reference to Exhibit 10.25 to Wendy’s/Arby’s Group's Form 10-K for the fiscal year ended January 3, 2010 (SEC file no. 001-02207).**
10.41Wendy’s International, LLC Executive Severance Pay Policy, effective as of December 14, 2015.* **
10.42Wendy’s/Arby’s Group, Inc. 2009 Directors’ Deferred Compensation Plan, effective as of May 28, 2009, incorporated herein by reference to Exhibit 10.6 to Wendy’s/Arby’s Group’s Form 10-Q for the quarter ended June 28, 2009 (SEC file no. 001-02207).**
10.43Amendment No. 1 to the Wendy’s/Arby’s Group, Inc. 2009 Directors’ Deferred Compensation Plan, effective as of May 27, 2010, incorporated herein by reference to Exhibit 10.9 to Wendy’s/Arby’s Group’s Form 10-Q for the quarter ended July 4, 2010 (SEC file no. 001-02207).**
10.44Amendment No. 2 to the Wendy’s/Arby’s Group, Inc. 2009 Directors’ Deferred Compensation Plan, incorporated herein by reference to Exhibit 10.6 of The Wendy’s Company Form 10-Q for the quarter ended June 30, 2013 (SEC file no. 001-02207).**
10.452015-1 Class A-2 Note Purchase Agreement, dated as of May 19, 2015, by and among The Wendy’s Company, the subsidiaries of The Wendy’s Company party thereto and Guggenheim Securities, LLC, acting on behalf of itself and as the representative of the initial purchasers, incorporated herein by reference to Exhibit 10.1 of The Wendy’s Company Current Report on Form 8-K filed on May 20, 2015 (SEC file no. 001-02207).
10.46Class A-1 Note Purchase Agreement, dated as of June 1, 2015, by and among Wendy’s Funding, LLC, as Master Issuer, each of Quality Is Our Recipe, LLC, Wendy’s Properties, LLC, Wendy’s SPV Guarantor, LLC, as Guarantor, Wendy’s International, LLC, as Manager, the conduit investors party thereto, the financial institutions party thereto, certain funding agents, and Coöperatieve Centrale Raiffeisen-Boerenleenbank, B.A., “Rabobank Nederland,” New York Branch, as L/C Provider, Swingline Lender and Administrative Agent, incorporated herein by reference to Exhibit 10.1 of The Wendy’s Company Current Report on Form 8-K filed on June 2, 2015 (SEC file no. 001-02207).

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EXHIBIT NO.DESCRIPTION
10.47Guarantee and Collateral Agreement, dated as of June 1, 2015, by and among Quality Is Our Recipe, LLC, Wendy’s Properties, LLC, Wendy’s SPV Guarantor, LLC, each as a Guarantor, in favor of Citibank, N.A., as Trustee, incorporated herein by reference to Exhibit 10.2 to The Wendy’s Company Current Report on Form 8-K filed on June 2, 2015 (SEC file no. 001-02207).
10.48Management Agreement, dated as of June 1, 2015, by and among Wendy’s Funding, LLC, Quality Is Our Recipe, LLC, Wendy’s Properties, LLC, Wendy’s SPV Guarantor, LLC, Wendy’s International, LLC, as Manager, and Citibank, N.A., as Trustee, incorporated herein by reference to Exhibit 10.3 to The Wendy’s Company Current Report on Form 8-K filed on June 2, 2015 (SEC file no. 001-02207).
10.49Stock Purchase Agreement, dated as of June 2, 2015, by and between The Wendy’s Company and the persons listed on Schedule I thereto, incorporated herein by reference to Exhibit 10.1 to The Wendy’s Company Current Report on Form 8-K filed on June 3, 2015 (SEC file no. 001-02207).
10.50Assignment of Rights Agreement between Wendy’s International, Inc. and Mr. R. David Thomas, incorporated herein by reference to Exhibit 10(c) of the Wendy’s International, Inc. Form 10-K for the fiscal year ended December 31, 2000 (SEC file no. 001-08116).
10.51Form of Guaranty Agreement dated as of March 23, 1999 among National Propane Corporation, Triarc Companies, Inc. and Nelson Peltz and Peter W. May, incorporated herein by reference to Exhibit 10.30 to Triarc’s Annual Report on Form 10-K for the fiscal year ended January 3, 1999 (SEC file no. 001-02207).
10.52Indemnity Agreement, dated as of October 25, 2000 between Cadbury Schweppes plc and Triarc Companies, Inc., incorporated herein by reference to Exhibit 10.1 to Triarc’s Current Report on Form 8-K filed on November 8, 2000 (SEC file no. 001-02207).
10.53Separation Agreement, dated as of April 30, 2007, between Triarc Companies, Inc. and Nelson Peltz, incorporated herein by reference to Exhibit 10.3 to Triarc’s Current Report on Form 8-K filed on April 30, 2007 (SEC file no. 001-02207).**
10.54Letter Agreement dated as of December 28, 2007, between Triarc Companies, Inc. and Nelson Peltz., incorporated herein by reference to Exhibit 10.2 to Triarc’s Current Report on Form 8-K filed on January 4, 2008 (SEC file no. 001-02207).**
10.55Separation Agreement, dated as of April 30, 2007, between Triarc Companies, Inc. and Peter W. May, incorporated herein by reference to Exhibit 10.4 to Triarc’s Current Report on Form 8-K filed on April 30, 2007 (SEC file no. 001-02207).**
10.56Letter Agreement dated as of December 28, 2007, between Triarc Companies, Inc. and Peter W. May, incorporated herein by reference to Exhibit 10.3 to Triarc’s Current Report on Form 8-K filed on January 4, 2008 (SEC file no. 001-02207).**
10.57Agreement dated June 10, 2009 between Wendy’s/Arby’s Group, Inc. and Trian Fund Management, L.P., incorporated herein by reference to Exhibit 10.1 to Wendy’s/Arby’s Group’s Current Report on Form 8-K filed on June 11, 2009 (SEC file no. 001-02207).
10.58Liquidation Services Agreement dated June 10, 2009 between Wendy’s/Arby’s Group, Inc. and Trian Fund Management, L.P., incorporated herein by reference to Exhibit 10.2 to Wendy’s/Arby’s Group’s Current Report on Form 8-K filed on June 11, 2009 (SEC file no. 001-02207).
10.59Letter from Trian Fund Management, L.P. (“Trian Partners”) dated as of March 31, 2011 regarding the Agreement and the Liquidation Services Agreement each dated as of June 10, 2009 between Wendy’s/Arby’s Group, Inc. and Trian Partners, incorporated herein by reference to Exhibit 10.2 of the Wendy’s/Arby’s Group, Inc. Form 10-Q for the quarter ended April 3, 2011 (SEC file no. 001-02207).
10.60Acknowledgment letter dated as of March 31, 2011 from Wendy’s/Arby’s Group, Inc. to Trian Fund Management, L.P. (“Trian Partners”) regarding the Agreement and the Liquidation Services Agreement each dated as of June 10, 2009 between Wendy’s/Arby’s Group, Inc. and Trian Partners, incorporated herein by reference to Exhibit 10.3 of the Wendy’s/Arby’s Group, Inc. Form 10-Q for the quarter ended April 3, 2011 (SEC file no. 001-02207).
10.61Assignment and Assumption of Lease, dated as of June 30, 2007, between Triarc Companies, Inc. and Trian Fund Management, L.P., incorporated herein by reference to Exhibit 10.1 to Triarc’s Current Report on Form 8-K filed on August 10, 2007 (SEC file no. 001-02207).
10.62Agreement of Sublease between Triarc Companies, Inc. and Trian Fund Management, L.P., incorporated herein by reference to Exhibit 10.4 to Triarc’s Current Report on Form 8-K filed on August 10, 2007 (SEC file no. 001-02207).
10.63First Amendment to Agreement of Sublease between Wendy’s/Arby’s Group, Inc. (f/k/a Triarc Companies, Inc.) and Trian Fund Management, L.P., incorporated herein by reference to Exhibit 10.10 to Wendy’s/Arby’s Group’s Form 10-Q for the quarter ended July 4, 2010 (SEC file no. 001-02207).
10.64Form of Aircraft Time Sharing Agreement between Triarc Companies, Inc. and each of Trian Fund Management, L.P., Nelson Peltz, Peter W. May and Edward P. Garden, incorporated herein by reference to Exhibit 10.5 to Triarc’s Current Report on Form 8-K filed on August 10, 2007 (SEC file no. 001-02207).

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EXHIBIT NO.DESCRIPTION
10.65Aircraft Lease Agreement dated June 10, 2009 between Wendy’s/Arby’s Group, Inc. and TASCO, LLC, incorporated herein by reference to Exhibit 10.4 to Wendy’s/Arby’s Group’s Current Report on Form 8-K filed on June 11, 2009 (SEC file no. 001-02207).
10.66Amendment No. 1 to Aircraft Lease Agreement dated June 10, 2009 between Wendy’s/Arby’s Group, Inc. and TASCO, LLC, incorporated herein by reference to Exhibit 10.11 to Wendy’s/Arby’s Group’s Form 10-Q for the quarter ended July 4, 2010 (SEC file no. 001-02207).
10.67Amendment No. 2 to Aircraft Lease Agreement dated June 29, 2011 between Wendy’s/Arby’s Group, Inc. and TASCO, LLC, incorporated herein by reference to Exhibit 10.2 to The Wendy’s Company Form 10-Q for the quarter ended July 3, 2011 (SEC file no. 001-02207).
10.68Extension and Amendment No. 3 to Aircraft Lease Agreement dated as of June 30, 2012 by and between The Wendy’s Company and TASCO, LLC, incorporated herein by reference to Exhibit 10.6 of The Wendy’s Company Form 10-Q for the quarter ended July 1, 2012 (SEC file no. 001-02207).
10.69Amended and Restated Aircraft Lease Agreement between The Wendy’s Company and TASCO, LLC dated as of August 1, 2012, incorporated herein by reference to Exhibit 10.1 of The Wendy’s Company Current Report on Form 8-K filed on August 3, 2012 (SEC file no. 001-12207).
10.70Registration Rights Agreement dated as of April 23, 1993, between DWG Corporation and DWG Acquisition Group, L.P., incorporated herein by reference to Exhibit 10.36 to Wendy’s/Arby’s Group’s Annual Report on Form 10-K for the fiscal year ended December 28, 2008 (SEC file no. 001-02207).
10.71Letter Agreement dated August 6, 2007, between Triarc Companies, Inc. and Trian Fund Management, L.P., incorporated herein by reference to Exhibit 10.7 to Triarc’s Current Report on Form 8-K filed on August 10, 2007 (SEC file no. 001-02207).
10.72Agreement dated November 5, 2008 by and between Wendy’s/Arby’s Group, Inc. and Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Parallel Fund II, L.P., Trian Fund Management, L.P., Nelson Peltz, Peter W. May and Edward P. Garden, incorporated herein by reference to Exhibit 10.1 to Wendy’s/Arby’s Group’s Current Report on Form 8-K filed on November 12, 2008 (SEC file no. 001-02207).
10.73Amendment No. 1 to Agreement, dated as of April 1, 2009, among Wendy’s/Arby’s Group, Inc., Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Parallel Fund II, L.P., Trian Fund Management, L.P., Trian Fund Management GP, LLC, Nelson Peltz, Peter W. May and Edward P. Garden, incorporated herein by reference to Exhibit 10.2 to Wendy’s/Arby’s Group’s Current Report on Form 8-K filed on April 2, 2009 (SEC file no. 001-02207).
10.74Agreement dated December 1, 2011 by and between The Wendy’s Company and Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners GP, L.P., Trian Fund Management, L.P., the general partner of which is Trian Fund Management GP, LLC, Nelson Peltz, Peter W. May and Edward P. Garden, who, together with Nelson Peltz and Peter W. May, are the controlling members of Trian GP, Trian Partners Strategic Investment Fund, L.P. and Trian Partners Strategic Investment Fund-A, L.P., incorporated herein by reference to Exhibit 10.1 to The Wendy’s Company Current Report on Form 8-K filed on December 2, 2011 (SEC file no. 001-02207).
10.75Amended and Restated Letter Agreement dated as of December 18, 2008 between Stephen E. Hare and Wendy’s/Arby’s Group, Inc., incorporated herein by reference to Exhibit 99.4 to Wendy’s/Arby’s Group’s Current Report on Form 8-K filed on December 22, 2008 (SEC file no. 001-02207).**
10.76Letter Agreement dated as of March 22, 2011, between Stephen E. Hare and Wendy’s/Arby’s Group, Inc., incorporated herein by reference to Exhibit 10.4 of the Wendy’s/Arby’s Group and Wendy’s/Arby’s Restaurants, LLC Form 10-Q for the quarter ended April 3, 2011 (SEC file nos. 001-02207 and 333-161613, respectively).**
10.77Letter Agreement between The Wendy’s Company and Stephen E. Hare dated as of May 7, 2013, incorporated herein by reference to Exhibit 10.7 of The Wendy’s Company Form 10-Q for the quarter ended June 30, 2013 (SEC file no. 001-02207).**
10.78Consulting Agreement between The Wendy’s Company and Stephen E. Hare dated as of May 7, 2013, incorporated herein by reference to Exhibit 10.8 of The Wendy’s Company Form 10-Q for the quarter ended June 30, 2013 (SEC file no. 001-02207).**
10.79Amended and Restated Letter Agreement dated as of December 18, 2008 between Roland C. Smith and Wendy’s/Arby’s Group, Inc., incorporated herein by reference to Exhibit 99.5 to Wendy’s/Arby’s Group’s Current Report on Form 8-K filed on December 28, 2008 (SEC file no. 001-02207).**
10.80Letter from Roland C. Smith to The Wendy’s Company dated as of September 1, 2011, incorporated herein by reference to Exhibit 10.4 of The Wendy’s Company and Wendy’s Restaurants, LLC Form 10-Q for the quarter ended October 2, 2011 (SEC file nos. 001-02207 and 333-161613, respectively).**
10.81Letter Agreement dated as of December 18, 2008 by and between Wendy’s/Arby’s Group, Inc. and John D. Barker, incorporated herein by reference to Exhibit 10.75 of The Wendy’s Company Form 10-K for the fiscal year ended January 1, 2012 (SEC file no. 001-02207).**

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EXHIBIT NO.DESCRIPTION
10.82Letter Agreement dated as of January 28, 2009 by and between Wendy’s/Arby’s Group, Inc. and Darrell van Ligten, incorporated herein by reference to Exhibit 10.76 of The Wendy’s Company Form 10-K for the fiscal year ended January 1, 2012 (SEC file no. 001-02207).**
10.83Amendment to Letter Agreement dated March 23, 2012 by and between The Wendy’s Company and Darrell van Ligten, incorporated herein by reference to Exhibit 10.2 of The Wendy’s Company Form 10-Q for the quarter ended April 1, 2012 (SEC file no. 001-02207).**
10.84Employment Agreement effective September 12, 2011 by and between The Wendy’s Company and Emil J. Brolick, incorporated herein by reference to Exhibit 10.1 of The Wendy’s Company Current Report on Form 8-K filed on September 2, 2011 (SEC file no. 001-02207).**
10.85Amendment to Employment Agreement effective as of June 2, 2014 between The Wendy’s Company and Emil J. Brolick, incorporated herein by reference to Exhibit 10.2 of The Wendy’s Company Form 10-Q for the quarter ended June 29, 2014 (SEC file no. 001-02207).**
10.86Special Executive Deferred Compensation Plan by and between The Wendy’s Company and Emil J. Brolick, incorporated herein by reference to Exhibit 10.2 of The Wendy’s Company Current Report on Form 8-K filed on September 2, 2011 (SEC file no. 001-02207).**
10.87Letter Agreement dated as of January 17, 2012 by and between The Wendy’s Company and R. Scott Toop, incorporated herein by reference to Exhibit 10.79 of The Wendy’s Company Form 10-K for the fiscal year ended January 1, 2012 (SEC file no. 001-02207).**
10.88Separation Agreement and Release executed on December 17, 2015 by and between Wendy’s International, LLC and R. Scott Toop.* **
10.89Letter Agreement dated as of March 16, 2012 by and between The Wendy’s Company and Craig S. Bahner, incorporated herein by reference to Exhibit 10.1 of The Wendy’s Company Form 10-Q for the quarter ended April 1, 2012 (SEC file no. 001-02207).**
10.90Letter Agreement dated as of April 23, 2012 by and between The Wendy’s Company and Scott Weisberg, incorporated herein by reference to Exhibit 10.5 of The Wendy’s Company Form 10-Q for the quarter ended July 1, 2012 (SEC file no. 001-02207).**
10.91Employment Letter between The Wendy’s Company and Todd Penegor dated as of May 8, 2013, incorporated herein by reference to Exhibit 10.9 of The Wendy’s Company Form 10-Q for the quarter ended June 30, 2013 (SEC file no. 001-02207).**
10.92Employment Letter between The Wendy’s Company and Robert Wright dated as of November 1, 2013, incorporated herein by reference to Exhibit 10.81 of The Wendy’s Company Annual Report on Form 10-K for the fiscal year ended December 29, 2013 (SEC file no. 001-02207).**
10.93Employment Letter between The Wendy’s Company and Liliana Esposito dated as of May 8, 2014, incorporated herein by reference to Exhibit 10.1 of The Wendy’s Company Form 10-Q for the quarter ended June 29, 2014 (SEC file no. 001-02207).**
10.94Employment Letter between The Wendy’s Company and Kurt Kane dated as of March 31, 2015, incorporated herein by reference to Exhibit 10.8 of The Wendy’s Company Form 10-Q for the quarter ended June 28, 2015.**
10.95Form of Indemnification Agreement, between Wendy’s/Arby’s Group, Inc. and certain officers, directors, and employees thereof, incorporated herein by reference to Exhibit 10.47 to Wendy’s/Arby’s Group’s Annual Report on Form 10-K for the fiscal year ended December 28, 2008 (SEC file no. 001-02207).**
10.96Form of Indemnification Agreement of The Wendy’s Company, incorporated herein by reference to Exhibit 10.5 of The Wendy’s Company and Wendy’s Restaurants, LLC Form 10-Q for the quarter ended October 2, 2011 (SEC file nos. 001-02207 and 333-161613, respectively).**
10.97Form of Indemnification Agreement between Arby’s Restaurant Group, Inc. and certain directors, officers and employees thereof, incorporated herein by reference to Exhibit 10.40 to Triarc’s Annual Report on Form 10-K for the fiscal year ended December 30, 2007 (SEC file no. 001-02207).**
10.98Form of Indemnification Agreement for officers and employees of Wendy’s International, Inc. and its subsidiaries, incorporated herein by reference to Exhibit 10 of the Wendy’s International, Inc. Current Report on Form 8-K filed on July 12, 2005 (SEC file no. 001-08116).**
10.99Form of First Amendment to Indemnification Agreement between Wendy’s International, Inc. and its directors and certain officers and employees, incorporated herein by reference to Exhibit 10(b) of the Wendy’s International, Inc. Form 10-Q for the quarter ended June 29, 2008 (SEC file no. 001-08116).**
21.1Subsidiaries of the Registrant.*
23.1Consent of Deloitte & Touche LLP.*
23.2Consent of KPMG LLP.*
31.1Certification of the Chief Executive Officer of The Wendy’s Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

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EXHIBIT NO.DESCRIPTION
31.2Certification of the Chief Financial Officer of The Wendy’s Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished as an exhibit to this Form 10-K.*
99.1Audited Financial Statements of TimWen Partnership.*
101.INSXBRL Instance Document*
101.SCHXBRL Taxonomy Extension Schema Document*
101.CALXBRL Taxonomy Extension Calculation Linkbase Document*
101.DEFXBRL Taxonomy Extension Definition Linkbase Document*
101.LABXBRL Taxonomy Extension Label Linkbase Document*
101.PREXBRL Taxonomy Extension Presentation Linkbase Document*
_______________________
*Filed herewith.
**Identifies a management contract or compensatory plan or arrangement.
Instruments defining the rights of holders of certain issues of long-term debt of the Company and its consolidated subsidiaries have not been filed as exhibits to this Form 10-K because the authorized principal amount of any one of such issues does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis. The Company agrees to furnish a copy of each of such instruments to the Commission upon request.



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