Investments

The following is a summary of the carrying value of our investments:



	Year End
	2013		2012
Equity investments:
Joint venture with THI	$	79,810	$	89,370
Joint venture in Japan (a)	—		(1,750		)
Cost investments:
Arby’s (b)	—		19,000
Other cost investments	3,387		4,913
	$	83,197	$	111,533

_______________

(a)

In 2012, our equity investment in a joint venture in Japan was included in “Other liabilities” as Wendy’s had provided certain guarantees and the partners had agreed on a plan to finance anticipated future cash requirements of the joint venture. Beginning in the second quarter of 2013, we consolidated the joint venture in Japan. Refer to the “Joint Venture in Japan” discussion below for additional information.


(b)	In 2013, we received a dividend from our investment in Arby’s, which was recorded as a reduction to the carrying value of our investment. Refer to the “Indirect Investment in Arby’s” discussion below for additional information.

Investment in Joint Venture with Tim Hortons Inc.

Wendy’s is a partner in TimWen and our 50% share of the joint venture is accounted for using the equity method of accounting. Our equity in earnings from TimWen is included in “Other operating expense, net.” The carrying value of our investment in TimWen exceeded our interest in the underlying equity of the joint venture by $47,476 and $54,088 as of December 29, 2013 and December 30, 2012, respectively, primarily due to purchase price adjustments from the Wendy’s merger.

Presented below is activity related to our portion of TimWen included in our consolidated balance sheets and consolidated statements of operations as of and for the years ended December 29, 2013, December 30, 2012 and January 1, 2012.



	Year Ended
	2013			2012			2011
Balance at beginning of period	$	89,370		$	91,742		$	98,631

Equity in earnings for the period	13,793			13,680			13,505
Amortization of purchase price adjustments (a)	(2,981		)	(3,129		)	(2,934		)
	10,812			10,551			10,571
Distributions received	(14,116		)	(15,274		)	(14,942		)
Foreign currency translation adjustment included in “Other comprehensive (loss) income, net”	(6,256		)	2,351			(2,518		)
Balance at end of period (b)	$	79,810		$	89,370		$	91,742

_______________


(a)	Based upon an average original aggregate life of 21 years.


(b)	Included in “Investments.”

Presented below is a summary of the financial information of TimWen, including the balance sheets as of December 29, 2013 and December 30, 2012 and certain income statement information for the years ended December 29, 2013, December 30, 2012 and January 1, 2012. The summary balance sheet financial information does not distinguish between current and long-term assets and liabilities.



	Year End
	2013		2012
Balance sheet information:
Properties	$	64,520	$	73,013
Cash and cash equivalents	3,339		3,538
Accounts receivable	2,924		3,274
Other	2,268		2,516
	$	73,051	$	82,341

Accounts payable and accrued liabilities	$	1,127	$	3,215
Other liabilities	7,256		8,561
Partners’ equity	64,668		70,565
	$	73,051	$	82,341



	Year Ended
	2013		2012		2011
Income statement information:
Revenues	$	38,751	$	39,702	$	39,374
Income before income taxes and net income	27,586		27,377		27,358

Joint Venture in Japan

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. Our initial investment in the Japan JV of $1,183 was included in “Investment in joint venture” in our consolidated statement of cash flows for the year ended January 1, 2012. Through 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 losses of $1,090, $1,827, and $1,106 during the years ended December 29, 2013, December 30, 2012 and January 2, 2012, respectively, are 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 (income) 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 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 (see Note 5 for additional information regarding this receivable). 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 17 for more information on the sale of Arby’s. We account for our interest in Arby’s as a cost method investment. 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. During 2012, we received a dividend of $4,625 from our investment in Arby’s, which was included in “Investment income, net.”

Sale of Investment in Jurlique International Pty Ltd.

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. In connection with the anticipated proceeds of the sale and in order to protect ourselves from a decrease in the Australian dollar through the closing date, we entered into a foreign currency related derivative transaction for an equivalent notional amount in U.S. dollars of the expected proceeds of A$28,500. During the year ended December 30, 2012, we recorded a gain on sale of this investment of $27,407, which included a loss of $2,913 on the settlement of the derivative transaction discussed above. The gain was included in “Investment income, net” in our consolidated statement of operations. During the year ended December 29, 2013, we collected $1,166 of the escrow. We determined that $799 of the remaining escrow would not be received and recorded the reduction of our escrow receivable to “Investment income, net.” The remaining escrow of $964 as of December 29, 2013, which was adjusted for foreign currency translation and included in “Deferred costs and other assets,” is considered collectible.

We have reflected net income attributable to noncontrolling interests of $2,384, net of an income tax benefit of $1,283, for the year ended December 30, 2012 in connection with the equity and profit interests discussed below. The net assets and liabilities of the subsidiary that held the investment were not material to the consolidated financial statements. Therefore, the noncontrolling interest in those assets and liabilities was not previously reported separately. As a result of this sale and distributions to the minority shareholders, there are no remaining noncontrolling interests in this consolidated subsidiary.

Prior to 2009 when our predecessor entity was a diversified company active in investments, we had provided our Chairman, who was also our then Chief Executive Officer, and our Vice Chairman, who was our then President and Chief Operating Officer (the “Former Executives”), and certain other former employees, equity and profit interests in Jurl. In connection with the gain on sale of Jurlique, we distributed, based on the related agreement, approximately $3,667 to Jurl’s minority shareholders, including approximately $2,296 to the Former Executives.