10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 29, 2015

OR

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

For the transition period from ______________ to _______________

Commission file number: 1-2207

THE WENDY’S COMPANY

(Exact name of registrants as specified in its charter)

Delaware	38-0471180
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
One Dave Thomas Blvd., Dublin, Ohio	43017
(Address of principal executive offices)	(Zip Code)

(614) 764-3100

(Registrant’s telephone number, including area code)

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

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

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

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

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

Yes [ ] No [x]

There were 363,167,737 shares of The Wendy’s Company common stock outstanding as of April 30, 2015.

THE WENDY’S COMPANY AND SUBSIDIARIES

INDEX TO FORM 10-Q

	Page
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements	3
Condensed Consolidated Balance Sheets as of March 29, 2015 (Unaudited) and December 28, 2014	3
Unaudited Condensed Consolidated Statements of Operations for the three months ended March 29, 2015 and March 30, 2014	4
Unaudited Condensed Consolidated Statements of Comprehensive Income for the three months ended March 29, 2015 and March 30, 2014	5
Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 29, 2015 and March 30, 2014	6
Notes to Condensed Consolidated Financial Statements	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3. Quantitative and Qualitative Disclosures about Market Risk	29
Item 4. Controls and Procedures	29
PART II: OTHER INFORMATION	30
Item 1. Legal Proceedings	32
Item 1A. Risk Factors	32
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 6. Exhibits	33
Signatures	34

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

THE WENDY’S COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands)

	March 29, 2015			December 28, 2014
ASSETS	(Unaudited)
Current assets:
Cash and cash equivalents	$	202,862		$	267,276
Accounts and notes receivable	76,387			73,358
Inventories	7,941			8,807
Prepaid expenses and other current assets	83,151			73,692
Deferred income tax benefit	89,209			73,661
Advertising funds restricted assets	78,872			65,308
Total current assets	538,422			562,102
Properties	1,288,009			1,271,238
Goodwill	818,789			822,562
Other intangible assets	1,345,478			1,351,365
Investments	70,242			74,054
Other assets	72,895			64,521
Total assets	$	4,133,835		$	4,145,842
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	57,571		$	53,777
Accounts payable	72,271			80,463
Accrued expenses and other current liabilities	123,890			140,676
Advertising funds restricted liabilities	78,872			65,308
Total current liabilities	332,604			340,224
Long-term debt	1,392,309			1,394,366
Deferred income taxes	489,134			493,843
Other liabilities	203,928			199,833
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.10 par value; 1,500,000 shares authorized; 470,424 shares issued	47,042			47,042
Additional paid-in capital	2,857,133			2,826,965
Accumulated deficit	(438,612		)	(445,917		)
Common stock held in treasury, at cost;105,128and 104,614 shares, respectively	(698,345		)	(679,220		)
Accumulated other comprehensive loss	(51,358		)	(31,294		)
Total stockholders’ equity	1,715,860			1,717,576
Total liabilities and stockholders’ equity	$	4,133,835		$	4,145,842

See accompanying notes to condensed consolidated financial statements.

3

THE WENDY’S COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands Except Per Share Amounts)

	Three Months Ended
	March 29, 2015			March 30, 2014
	(Unaudited)
Revenues:
Sales	$	371,867		$	432,630
Franchise revenues	94,379			90,566
	466,246			523,196
Costs and expenses:
Cost of sales	303,272			374,190
General and administrative	60,312			70,366
Depreciation and amortization	36,880			42,021
System optimization losses (gains), net	813			(72,992		)
Reorganization and realignment costs	4,613			14,711
Impairment of long-lived assets	1,937			2,529
Other operating expense, net	6,149			3,357
	413,976			434,182
Operating profit	52,270			89,014
Interest expense	(12,757		)	(12,994		)
Other income, net	239			523
Income before income taxes	39,752			76,543
Provision for income taxes	(12,245		)	(30,240		)
Net income	$	27,507		$	46,303
Net income per share:
Basic	$	.08		$	.12
Diluted	.07			.12
Dividends per share	$	.06		$	.05

See accompanying notes to condensed consolidated financial statements.

4

THE WENDY’S COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In Thousands)

	Three Months Ended
	March 29, 2015			March 30, 2014
	(Unaudited)
Net income	$	27,507		$	46,303
Other comprehensive loss, net:
Foreign currency translation adjustment	(17,395		)	(7,220		)
Change in unrecognized pension loss, net of income tax benefit (provision) of $124 and $(213), respectively	(203		)	338
Change in unrealized loss on cash flow hedges, net of income tax benefits of $1,502 and $287, respectively	(2,466		)	(458		)
Other comprehensive loss, net	(20,064		)	(7,340		)
Comprehensive income	$	7,443		$	38,963

See accompanying notes to condensed consolidated financial statements.

5

THE WENDY’S COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

	Three Months Ended
	March 29, 2015			March 30, 2014
	(Unaudited)
Cash flows from operating activities:
Net income	$	27,507		$	46,303
Adjustments to reconcile net income to net cash provided by      operating activities:
Depreciation and amortization	36,880			42,496
Share-based compensation	5,068			10,584
Impairment of long-lived assets	1,937			2,529
Deferred income tax	9,309			32,620
Excess tax benefits from share-based compensation	(26,978		)	(18,144		)
Non-cash rent expense, net	1,789			1,726
Net (recognition) receipt of deferred vendor incentives	(2,532		)	16,800
System optimization losses (gains), net	813			(72,992		)
Distributions received from TimWen joint venture	2,378			3,164
Equity in earnings in joint ventures, net	(2,042		)	(2,156		)
Accretion of long-term debt	300			296
Amortization of deferred financing costs	615			566
Other, net	(2,804		)	(6,571		)
Changes in operating assets and liabilities:
Accounts and notes receivable	(5,040		)	(340		)
Inventories	891			1,156
Prepaid expenses and other current assets	(5,641		)	(6,057		)
Accounts payable	4,043			(3,012		)
Accrued expenses and other current liabilities	(24,753		)	(34,227		)
Net cash provided by operating activities	21,740			14,741
Cash flows from investing activities:
Capital expenditures	(61,280		)	(53,058		)
Acquisitions	(1,232		)	—
Dispositions	6,283			108,457
Payments for cost method investments	(2,000		)	—
Other, net	(151		)	325
Net cash (used in) provided by investing activities	(58,380		)	55,724
Cash flows from financing activities:
Repayments of long-term debt	(9,444		)	(9,900		)
Repurchases of common stock	(36,963		)	(277,261		)
Deferred financing costs	(112		)	—
Dividends	(20,199		)	(18,306		)
Proceeds from stock option exercises	17,124			23,147
Excess tax benefits from share-based compensation	26,978			18,144
Net cash used in financing activities	(22,616		)	(264,176		)
Net cash used in operations before effect of exchange      rate changes on cash	(59,256		)	(193,711		)
Effect of exchange rate changes on cash	(5,158		)	(1,746		)
Net decrease in cash and cash equivalents	(64,414		)	(195,457		)
Cash and cash equivalents at beginning of period	267,276			580,152
Cash and cash equivalents at end of period	$	202,862		$	384,695

6

THE WENDY’S COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS—CONTINUED

(In Thousands)

	Three Months Ended
	March 29, 2015		March 30, 2014
	(Unaudited)
Supplemental cash flow information:
Cash paid for:
Interest	$	11,968	$	11,368
Income taxes, net of refunds	4,093		2,270
Supplemental non-cash investing and financing activities:
Capital expenditures included in accounts payable	$	30,781	$	25,152
Capitalized lease obligations	11,588		7,523

See accompanying notes to condensed consolidated financial statements.

7

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

(1) Basis of Presentation

The accompanying unaudited condensed consolidated financial statements (the “Financial Statements”) of The Wendy’s Company (“The Wendy’s Company” and, together with its subsidiaries, the “Company,” “we,” “us” or “our”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and, therefore, do not include all information and footnotes required by GAAP for complete financial statements. In our opinion, the Financial Statements contain all adjustments necessary to present fairly our financial position as of March 29, 2015 and the results of our operations and cash flows for the three months ended March 29, 2015 and March 30, 2014. The results of operations for the three months endedMarch 29, 2015 are not necessarily indicative of the results to be expected for the full 2015 fiscal year. These Financial Statements should be read in conjunction with the audited consolidated financial statements for The Wendy’s Company and notes thereto, included in our Annual Report on Form 10-K for the fiscal year ended December 28, 2014 (the “Form 10-K”).

The principal subsidiary of the Company is Wendy’s International, LLC (“Wendy’s”) and its subsidiaries. The Company manages and internally reports its business geographically. The operation and franchising of Wendy’s^® restaurants in North America (defined as the United States of America (“U.S.”) and Canada) comprises virtually all of our current operations and represents a single reportable segment. The revenues and operating results of Wendy’s restaurants outside of North America are not material.

We report on a fiscal year consisting of 52 or 53 weeks ending on the Sunday closest to December 31. All three month periods presented herein contain 13 weeks. Our current 2015 fiscal year, ending on January 3, 2016, will contain 53 weeks and, accordingly, our fourth quarter of 2015 will contain 14 weeks. All references to years and quarters relate to fiscal periods rather than calendar periods.

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

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 condensed consolidated statements of operations, “System optimization losses (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 condensed 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 period reflects reclassifications to conform to the current year presentation. All amounts being reclassified in our statement of operations were separately disclosed in the notes to our consolidated financial statements included in our Form 10-Q for the fiscal quarter ended March 30, 2014 and Form 10-K. Such reclassifications had no impact on operating profit, net income or net income per share.

The following table illustrates the reclassifications made to the condensed consolidated statement of operations for the three months ended March 30, 2014:

				Reclassifications
	As Previously Reported			Gain on dispositions, net (b)			System Optimization Remeasurement (c)			As Currently Reported
System optimization losses (gains), net	$	—		$	(72,992	)	$	—		$	(72,992	)
Reorganization and realignment costs (a)	(44,033		)	60,941			(2,197		)	14,711
Impairment of long-lived assets	332			—			2,197			2,529
Other operating (income) expense, net	(8,694		)	12,051			—			3,357
	$	(52,395	)	$	—		$	—		$	(52,395	)

8

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

_______________

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

(b) 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 (income) expense, net” to a separate line in our condensed consolidated statement of operations, “System optimization losses (gains), net.”

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

(2) System Optimization Losses (Gains), Net

In July 2013, the Company announced a system optimization initiative, as part of its brand transformation, which includes opportunistic acquisitions and dispositions, as well as a shift from company-owned restaurants to franchised restaurants over time. During 2013 and 2014, the Company completed the sale of 244 and 255 company-owned restaurants to franchisees, respectively. The Company is currently in the process of selling all of its company-owned restaurants in Canada to franchisees which it anticipates completing by the end of the second quarter of 2015. 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 middle of 2016. The Company is currently unable to estimate any gains or losses resulting from future sales of its restaurants.

Gains and losses recognized on dispositions are recorded to “System optimization losses (gains), net” in our condensed consolidated statement of operations. Costs related to our system optimization initiative are recorded to “Reorganization and realignment costs,” and include severance and employee related costs, professional fees and other associated costs, which are further described in Note 4.

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

	Three Months Ended
	March 29, 2015			March 30, 2014 (d)
Number of restaurants sold to franchisees	17			178
Proceeds from sales of restaurants	$	4,581		$	101,560
Net assets sold (a)	(2,222		)	(42,016		)
Goodwill related to sales of restaurants	(1,023		)	(13,658		)
Net (unfavorable) favorable leases (b)	(528		)	24,981
Other	(402		)	300
	406			71,167
Post-closing adjustments on sales of restaurants	(1,573		)	(1,587		)
(Loss) gain on sales of restaurants, net	(1,167		)	69,580
Gain on sales of other assets, net (c)	354			3,412
System optimization (losses) gains, net	$	(813	)	$	72,992

_______________

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

9

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

(b) During the three months ended March 29, 2015 and March 30, 2014, the Company recorded favorable lease assets of $2,379 and $47,392, respectively, and unfavorable lease liabilities of $2,907 and $22,411, respectively, as a result of leasing and/or subleasing land, buildings, and/or leasehold improvements to franchisees, in connection with sales of restaurants.

(c) During the three months ended March 29, 2015 and March 30, 2014, Wendy’s received cash proceeds of $1,702 and $6,897, respectively, primarily from the sale of surplus properties as well as the sale of a company-owned aircraft during the first quarter of 2014.

(d) Reclassifications have been made to the prior year presentation to include sales of restaurants previously reported in “Other operating expense, net” to conform to the current year presentation. See Note 1 for further details.

Assets Held for Sale

	March 29, 2015		December 28, 2014 (a)
Number of restaurants classified as held for sale	84		106
Net restaurant assets held for sale	$	19,972	$	25,266
Other assets held for sale	$	10,230	$	13,469

_______________

(a) Reclassifications have been made to the prior year presentation to include restaurants previously excluded from our system optimization initiative to conform to the current year presentation. See Note 1 for further details.

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

(3) Acquisitions

The following is a summary of the acquisition activity recorded for acquisitions of franchised restaurants:

	Three Months Ended
	March 29, 2015
Restaurants acquired from franchisees	4
Properties	$	1,350
Acquired franchise rights	780
Goodwill	179
Deferred taxes and other assets	109
Capital leases obligations	(706		)
Unfavorable leases	(440		)
Other liabilities	(40		)
Total consideration paid, net of cash received	$	1,232

10

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

(4) Reorganization and Realignment Costs

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

	Three Months Ended
	March 29, 2015		March 30, 2014
G&A realignment	$	4,163	$	—
System optimization initiative	450		14,711
Reorganization and realignment costs	$	4,613	$	14,711

G&A Realignment

In November 2014, the Company initiated a plan to reduce its general and administrative expenses. The plan includes 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 expects to achieve 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. We recognized costs totaling $4,163 during the first quarter of 2015 and $17,089 in aggregate since inception. The Company expects to incur additional costs aggregating approximately $8,000 to $9,500 during the remainder of 2015, comprised of severance and related employee costs of $700, recruitment and relocation costs of $4,000 for the reinvestment in resources to drive long-term growth and share-based compensation of $3,300 to $4,800. The Company anticipates the realignment will be substantially completed by the end of the second quarter of 2015.

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

	Three Months Ended		Total Incurred Since Inception
	March 29, 2015
Severance and related employee costs	$	1,982	$	13,899
Recruitment and relocation costs	470		679
Other	32		120
	2,484		14,698
Share-based compensation (a)	1,679		2,391
Total G&A realignment	$	4,163	$	17,089

_______________

(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.

11

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

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

	Balance December 28, 2014		Charges		Payments			Balance March 29, 2015
Severance and related employee costs	$	11,609	$	1,982	$	(3,386	)	$	10,205
Recruitment and relocation costs	149		470		(398		)	221
Other	5		32		(37		)	—
	$	11,763	$	2,484	$	(3,821	)	$	10,426

System Optimization Initiative

The Company has recognized costs related to its system optimization initiative which includes the sale of restaurants to franchisees. The Company anticipates recognizing additional costs related to sales of restaurants in Canada through the second quarter of 2015 of approximately $500 which include severance and related employee costs and professional fees. The Company also expects to incur additional professional fees in connection with reducing its ongoing company-owned restaurant ownership to approximately 5% of the total system; however it is currently unable to estimate such costs.

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

	Three Months Ended				Total Incurred Since Inception
	March 29, 2015		March 30, 2014
Severance and related employee costs	$	326	$	5,533	$	17,584
Professional fees	41		2,631		5,854
Other	83		2,437		4,624
	450		10,601		28,062
Accelerated depreciation and amortization (a)	—		475		17,414
Share-based compensation (b)	—		3,635		5,013
Total system optimization initiative	$	450	$	14,711	$	50,489

_______________

(a) Primarily includes accelerated amortization of previously acquired franchise rights related to company-owned restaurants in territories that were sold in connection with our system optimization initiative.

(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.

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

	Balance December 28, 2014		Charges		Payments			Balance March 29, 2015
Severance and related employee costs	$	2,235	$	326	$	(1,999	)	$	562
Professional fees	146		41		(52		)	135
Other	423		83		(3		)	503
	$	2,804	$	450	$	(2,054	)	$	1,200

12

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

(5) Investments

Investment in TimWen

Wendy’s is a partner in a Canadian restaurant real estate joint venture (“TimWen”) with a subsidiary of Restaurant Brands International Inc., a quick-service restaurant company that owns the Tim Hortons^® brand. (Tim Hortons is a registered trademark of The TDL Group Corp./Groupe TDL Corporation.) Wendy’s 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.” As described in Note 2, the Company is in the process of selling its company-owned restaurants in Canada to franchisees; however it plans to retain its ownership in TimWen.

Presented below is an unaudited summary of activity related to our investment in TimWen included in “Investments” in our condensed consolidated financial statements:

	Three Months Ended
	March 29, 2015			March 30, 2014
Balance at beginning of period	$	69,790		$	79,810
Equity in earnings for the period	2,625			2,815
Amortization of purchase price adjustments (a)	(583		)	(659		)
	2,042			2,156
Distributions received	(2,378		)	(3,164		)
Foreign currency translation adjustment included in “Other comprehensive loss, net”	(5,476		)	(2,548		)
Balance at end of period	$	63,978		$	76,254

_______________

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

(6) 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.

13

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

Financial Instruments

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

	March 29, 2015				December 28, 2014
	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Fair Value Measurements
Financial assets
Cash equivalents	$	49,708	$	49,708	$	61,450	$	61,450	Level 1
Non-current cost method investments (a)	6,264		153,708		4,264		147,760		Level 3
Financial liabilities
Cash flow hedges (b)	7,311		7,311		3,343		3,343		Level 2
Term A Loans, due in 2018 (c)	534,510		533,508		541,733		540,717		Level 2
Term B Loans, due in 2019 (c)	757,834		756,650		759,758		752,160		Level 2
7% debentures, due in 2025 (c)	86,153		105,500		85,853		104,250		Level 2
Guarantees of franchisee loan obligations (d)	990		990		968		968		Level 3

_______________

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

(b) The fair values were developed using market observable data for all significant inputs.

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

(d) 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.

The carrying amounts of cash, accounts payable and accrued expenses approximated fair value due to the short-term nature of those items. The carrying amounts of accounts and notes receivable (both current and non-current) approximated fair value due to the effect of the related allowance for doubtful accounts. Our 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 is to manage its exposure to changes in interest rates, as well as to maintain an appropriate mix of fixed and variable rate debt.

Our derivative instruments as of March 29, 2015 and December 28, 2014 consist of seven forward starting interest rate swap agreements to change the floating rate interest payments associated with $350,000 and $100,000 in borrowings expected to be outstanding under our Term A Loans and Term B Loans, respectively, to fixed interest rate obligations beginning on June 30, 2015

14

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

and maturing on December 31, 2017. At inception, the forward starting swap agreements were designated as cash flow hedges and are evaluated for effectiveness quarterly.

As of March 29, 2015 and December 28, 2014, the fair value of the cash flow hedges resulted in a liability of $7,311 and $3,343, respectively, which was included in “Other liabilities” and a corresponding offset to “Accumulated other comprehensive loss.” Through March 29, 2015, no hedge ineffectiveness has occurred relating to these cash flow hedges. A pre-tax derivative loss of $4,206 based upon interest rates at March 29, 2015 is expected to be recognized in “Interest expense” in the next 12 months.

The Company may be exposed to credit losses in the event of nonperformance by the counterparties to its derivative financial instrument contracts. We anticipate that the counterparties will be able to fully satisfy their obligations under the contracts. We do not obtain collateral or other security to support derivative financial instruments subject to credit risk and our interest rate swaps are not cleared through a central clearinghouse; however we do monitor the credit standing of the counterparties. All of the Company’s financial instruments were in a liability position as of March 29, 2015 and December 28, 2014 and therefore presented gross in the condensed consolidated balance sheets.

Non-Recurring Fair Value Measurements

Assets and liabilities remeasured to fair value on a non-recurring basis during the three months ended March 29, 2015 and the year ended December 28, 2014 resulted in impairment which we have recorded to “Impairment of long-lived assets” in our condensed consolidated statements of operations.

Total losses for the three months ended March 29, 2015 and the year ended December 28, 2014 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) 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. The fair value of long-lived assets held and used presented in the tables below represents the remaining carrying value and was estimated based on either discounted cash flows of future anticipated lease and sublease income or current market values.

Total losses for the three months ended March 29, 2015 and the year ended December 28, 2014 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 7 for more information on impairment of our long-lived assets.

			Fair Value Measurements						Three Months Ended March 29, 2015  Total Losses
	March 29, 2015		Level 1		Level 2		Level 3
Held and used	$	214	$	—	$	—	$	214	$	1,179
Held for sale	1,218		—		—		1,218		758
Total	$	1,432	$	—	$	—	$	1,432	$	1,937

			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 sale	4,967		—		—		4,967		2,474
Total	$	13,618	$	—	$	—	$	13,618	$	19,613

15

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

(7) Impairment of Long-Lived Assets

During the three months endedMarch 29, 2015 and March 30, 2014, the Company recorded impairment charges on long-lived assets resulting from (1) leasing or subleasing properties to franchisees in connection with the sale of company-owned restaurants and (2) closing company-owned restaurants and classifying such properties as held for sale. Additionally, during the three months ended March 29, 2015, the Company also recorded impairment charges resulting from the deterioration in operating performance of certain company-owned restaurants and additional charges for capital improvements in restaurants impaired in prior years which did not subsequently recover. 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.

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

	Three Months Ended
	March 29, 2015		March 30, 2014
Restaurants leased or subleased to franchisees	$	705	$	2,197
Company-owned restaurants	474		—
Surplus properties	758		332
	$	1,937	$	2,529

(8) Income Taxes

The Company’s effective tax rate for the three months ended March 29, 2015 and March 30, 2014 was 30.8% and 39.5%, respectively. The Company’s effective tax rate varies from the U.S. federal statutory rate of 35% due to the effect of (1) adjustments related to prior year tax matters including changes to uncertain tax positions, (2) state income taxes, (3) foreign rate differential, (4) employment credits and (5) non-deductible goodwill resulting from the system optimization initiative described in Note 2.

During the three months ended March 29, 2015, we concluded two state income tax examinations which resulted in the recognition of a net tax benefit of $1,872 and the reduction of our unrecognized tax benefits by $3,686. There were no other significant changes to unrecognized tax benefits or related interest and penalties for the Company during the three months ended March 29, 2015. During the next twelve months it is reasonably possible the Company will reduce its unrecognized tax benefits by up to $2,153, primarily due to the completion of state tax examinations.

(9) Net Income Per Share

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

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

	Three Months Ended
	March 29, 2015	March 30, 2014
Common stock:
Weighted average basic shares outstanding	366,584	381,551
Dilutive effect of stock options and restricted shares	6,624	7,801
Weighted average diluted shares outstanding	373,208	389,352

Diluted net income per share for the three months ended March 29, 2015 and March 30, 2014 was computed by dividing net income by the weighted average number of basic shares outstanding plus the potential common share effect of dilutive stock options and restricted shares. For the three months ended March 29, 2015 and March 30, 2014, we excluded 765 and 5,855 of potential common shares, respectively, from our diluted net income per share calculation as they would have had anti-dilutive effects.

16

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

(10) Stockholders’ Equity

Stockholders’ Equity

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

	Three Months Ended
	March 29, 2015			March 30, 2014
Balance at beginning of period	$	1,717,576		$	1,929,486
Comprehensive income	7,443			38,963
Dividends	(20,199		)	(18,306		)
Repurchases of common stock	(36,963		)	(277,261		)
Share-based compensation	5,068			10,584
Exercises of stock options	16,533			22,780
Vesting of restricted shares	(502		)	(999		)
Tax benefit from share-based compensation	26,858			17,867
Other	46			40
Balance at end of period	$	1,715,860		$	1,723,154

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. During the first quarter of 2015, the Company repurchased 3,342 shares with an aggregate purchase price of $36,912, excluding commissions of $51. Subsequent to March 29, 2015 through April 30, 2015, the Company repurchased 2,313 shares with an aggregate purchase price of $24,719, excluding commissions.

In January 2014, our Board of Directors authorized a repurchase program for up to $275,000 of our common stock through the end of fiscal year 2014. As part of the repurchase program, the Board of Directors also authorized the commencement of a modified Dutch auction tender offer to repurchase shares of our common stock for an aggregate purchase price of up to $275,000. On February 11, 2014, the tender offer expired and on February 19, 2014, the Company repurchased 29,730 shares for an aggregate purchase price of $275,000. As a result, the repurchase program authorized in January 2014 was completed. During the first quarter of 2014, the Company incurred costs of $2,261 in connection with the tender offer, which were recorded to treasury stock.

Accumulated Other Comprehensive Loss

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

	Foreign Currency Translation			Cash Flow Hedges			Pension			Total
Balance at December 28, 2014	$	(28,363	)	$	(2,044	)	$	(887	)	$	(31,294	)
Current-period other comprehensive loss	(17,395		)	(2,466		)	(203		)	(20,064		)
Balance at March 29, 2015	$	(45,758	)	$	(4,510	)	$	(1,090	)	$	(51,358	)
Balance at December 29, 2013	$	(9,803	)	$	744		$	(1,278	)	$	(10,337	)
Current-period other comprehensive (loss) income	(7,220		)	(458		)	338			(7,340		)
Balance at March 30, 2014	$	(17,023	)	$	286		$	(940	)	$	(17,677	)

17

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

The cumulative gains and losses on these items are included in “Accumulated other comprehensive loss” in the condensed consolidated balance sheets.

(11) Transactions with Related Parties

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

Transactions with QSCC

Wendy’s received $46 of lease income from its purchasing cooperative, Quality Supply Chain Co-op, Inc. (“QSCC”) during both the three months ended March 29, 2015 and March 30, 2014, which has been recorded as a reduction of “General and administrative.”

TimWen Lease and Management Fee Payments

A wholly-owned subsidiary of Wendy’s leases restaurant facilities from TimWen for the operation of Wendy’s/Tim Hortons combo units in Canada. Wendy’s paid TimWen $1,668 and $1,418 under leases for the operation of company-owned restaurants during the three months ended March 29, 2015 and March 30, 2014, respectively, which have been included in “Cost of sales.” Wendy’s subleases some of the restaurant facilities to franchisees for which Wendy’s paid TimWen $960 during the three months ended March 29, 2015, which has been included in “Other operating expense, net.” Prior to 2015, franchisees paid TimWen directly for these subleases. TimWen paid Wendy’s a management fee under the TimWen joint venture agreement of $56 and $62 during the three months ended March 29, 2015 and March 30, 2014, respectively, which has been included as a reduction to “General and administrative.”

(12) Legal and Environmental Matters

We are involved in litigation and claims incidental to our current and prior businesses. We provide accruals for such litigation and claims when payment is probable and reasonably estimable. As of March 29, 2015, the Company had accruals for all of its legal and environmental matters aggregating $2,744. We cannot estimate the aggregate possible range of loss due to most proceedings being in preliminary stages, with various motions either yet to be submitted or pending, discovery yet to occur, and significant factual matters unresolved. In addition, most cases seek an indeterminate amount of damages and many involve multiple parties. Predicting the outcomes of settlement discussions or judicial or arbitral decisions is thus inherently difficult. Based on currently available information, including legal defenses available to us, and given the aforementioned accruals and our insurance coverage, we do not believe that the outcome of these legal and environmental matters will have a material effect on our consolidated financial position or results of operations.

(13) Multiemployer Pension Plan

As further described in the Form 10-K, in December 2013, The New Bakery Co. of Ohio, Inc. (the “Bakery Company”), a 100% owned subsidiary of Wendy’s, now known as The New Bakery Company, LLC, terminated its participation in the Bakery and Confectionery Union and Industry International Pension Fund (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 $915 during 2014 and the first quarter of 2015 which were recorded as a reduction 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 have been ratified by the Union and will be effective upon execution of the collective bargaining agreement. The Company is currently 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

18

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

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.

(14) New Accounting Standards

New Accounting Standards

In April 2015, the Financial Accounting Standards Board (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 amendment is effective and required to be applied on a retrospective basis, commencing with our 2016 fiscal year. We are currently evaluating the impact of the adoption of this amendment 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 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.

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.

New Accounting Standards Adopted

In April 2014, the FASB issued an amendment that modifies the criteria for reporting a discontinued operation. The amendment changes the definition of a discontinued operation including the implementation guidance and requires expanded disclosures. The Company adopted this amendment, prospectively, during the first quarter of 2015; however, the adoption did not have a material impact on the condensed consolidated financial statements.

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

Introduction

This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of The Wendy’s Company (“The Wendy’s Company” and, together with its subsidiaries, the “Company,” “we,” “us,” or “our”) should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and the related notes included elsewhere within this report and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 28, 2014 (the “Form 10-K”). There have been no material changes as of March 29, 2015 to the application of our critical accounting policies as described in Item 7 of the Form 10-K. Certain statements we make under this Item 2 constitute “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. See “Special Note Regarding Forward-Looking Statements and Projections” in “Part II - Other Information” preceding “Item 1.” You should consider our forward-looking statements in light of our unaudited condensed consolidated financial statements, related notes and other financial information appearing elsewhere in this report, the Form 10-K and our other filings with the Securities and Exchange Commission.

The Wendy’s Company is the parent company of its 100% owned subsidiary holding company, Wendy’s Restaurants, LLC (“Wendy’s Restaurants”). The principal 100% owned subsidiary of Wendy’s Restaurants is Wendy’s International, LLC (“Wendy’s”) and its subsidiaries. Wendy’s franchises and operates company-owned Wendy’s^® quick-service restaurants throughout North America (defined as the United States of America (“U.S.”) and Canada). Wendy’s also has franchised restaurants in 27 foreign countries and U.S. territories.

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

The Company manages and internally reports its business geographically. The operation and franchising of Wendy’s restaurants in North America comprises virtually all of our current operations and represents a single reportable segment. The revenues and operating results of Wendy’s restaurants outside of North America are not material. The results of operations discussed below may not necessarily be indicative of future results.

The Company reports on a fiscal year consisting of 52 or 53 weeks ending on the Sunday closest to December 31. All three month periods presented herein contain 13 weeks. Our current fiscal year, ending on January 3, 2016, will contain 53 weeks and, accordingly, our fourth quarter of 2015 will contain 14 weeks. All references to years and quarters relate to fiscal periods rather than calendar periods.

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 condensed consolidated statements of operations, “System optimization losses (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 condensed 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 period reflects reclassifications to conform to the current year presentation. All amounts being reclassified in our statement of operations were separately disclosed in the notes to our consolidated financial statements included in our Form 10-Q for the fiscal quarter ended March 30, 2014 and Form 10-K. Such reclassifications had no impact on operating profit, net income or net income per share. See Note 1 of the Financial Statements contained in Item 1 herein for a tabular illustration of the reclassifications.

20

Executive Overview

Our Business

As of March 29, 2015, the Wendy’s restaurant system was comprised of 6,488 restaurants, of which 943 were owned and operated by the Company. Our company-owned restaurants are located principally in the U.S. and to a lesser extent in Canada.

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

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

Wendy’s revenues for the first quarter of 2015 include: (1) $357.6 million of sales at company-owned restaurants, (2) $14.3 million of sales from our company-owned bakery and (3) $73.6 million of royalty revenue, $18.0 million of rental income and $2.8 million of franchise fees from franchisees. Substantially all of our Wendy’s royalty agreements provide for royalties of 4.0% of franchisees’ revenues.

Key Business Measures

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

• Same-Restaurant Sales

We report Wendy’s same-restaurant sales commencing after new restaurants have been open for at least 15 continuous months and after remodeled restaurants have been reopened for three continuous months. This methodology is consistent with the metric used by our management for internal reporting and analysis. The table summarizing same-restaurant sales below 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-owned restaurants less cost of sales divided by sales from company-owned restaurants. Cost of sales includes food and paper, restaurant labor and occupancy, advertising and other operating costs. Sales and cost of sales exclude amounts related to the bakery. 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, the level of our fixed and semi-variable costs and fluctuations in food and labor costs.

System Optimization Initiative

In July 2013, the Company announced a system optimization initiative, as part of its brand transformation, which includes opportunistic acquisitions and dispositions, as well as a shift from company-owned restaurants to franchised restaurants over time. During 2013 and 2014, the Company completed the sale of 244 and 255 company-owned restaurants to franchisees, respectively. The Company is currently in the process of selling all of its company-owned restaurants in Canada to franchisees which it anticipates completing by the end of the second quarter of 2015. 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 middle of 2016.

Gains and losses recognized on dispositions are recorded to “System optimization losses (gains), net” in our condensed consolidated statement of operations. During the first quarter of 2015 and 2014, the Company completed the sale of 17 and 178 company-owned restaurants to franchisees, respectively, as well as other assets, and recognized a net loss (gain) of $0.8 million and $(73.0) million, respectively. The Company is currently unable to estimate any gains or losses resulting from future sales of its restaurants.

21

Costs related to our system optimization initiative are recorded to “Reorganization and realignment costs.” During the first quarter of 2015 and 2014, the Company recognized costs totaling $0.4 million and $14.7 million, respectively, which primarily included severance and related employee costs and professional fees. The Company anticipates recognizing additional costs related to sales of restaurants in Canada through the second quarter of 2015 of approximately $0.5 million. The Company also expects to incur additional professional fees in connection with reducing its ongoing company-owned restaurant ownership to approximately 5% of the total system; however it is currently unable to estimate such costs.

G&A Realignment

In November 2014, the Company initiated a plan to reduce its general and administrative expenses. The plan includes 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 expects to achieve 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. The Company recognized costs totaling $4.2 million in the first quarter of 2015, which primarily included severance and related employee costs and were recorded to “Reorganization and realignment costs.” The Company expects to incur additional costs aggregating approximately $8.0 million to $9.5 million during the remainder of 2015, comprised of severance and related employee costs of $0.7 million, recruitment and relocation costs of $4.0 million for the reinvestment in resources to drive long-term growth and share-based compensation of $3.3 million to $4.8 million. The Company anticipates the realignment will be substantially completed by the end of the second quarter of 2015.

Related Party Transactions

TimWen Lease and Management Fees

A wholly-owned subsidiary of Wendy’s leases restaurant facilities from TimWen for the operation of Wendy’s/Tim Hortons combo units in Canada. Wendy’s paid TimWen $1.7 million and $1.4 million under leases for the operation of company-owned restaurants during the first quarter of 2015 and 2014, respectively, which have been included in “Cost of sales.” Wendy’s subleases some of the restaurant facilities to franchisees for which Wendy’s paid TimWen $1.0 million during the first quarter of 2015, which has been included in “Other operating expense, net.” Prior to 2015, franchisees paid TimWen directly for these subleases. TimWen paid Wendy’s a management fee under the TimWen joint venture agreement of $0.1 million during both the first quarter of 2015 and 2014, which have been included as a reduction to “General and administrative.”

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Results of Operations

The tables included throughout Results of Operations, set forth in millions the Company’s consolidated results of operations for the three months ended March 29, 2015 and March 30, 2014:

	Three Months Ended
	March 29, 2015			March 30, 2014			Change
Revenues:
Sales	$	371.9		$	432.6		$	(60.7	)
Franchise revenues	94.4			90.6			3.8
	466.3			523.2			(56.9		)
Costs and expenses:
Cost of sales	303.3			374.2			(70.9		)
General and administrative	60.3			70.4			(10.1		)
Depreciation and amortization	36.9			42.0			(5.1		)
System optimization losses (gains), net	0.8			(73.0		)	73.8
Reorganization and realignment costs	4.6			14.7			(10.1		)
Impairment of long-lived assets	1.9			2.5			(0.6		)
Other operating expense, net	6.2			3.4			2.8
	414.0			434.2			(20.2		)
Operating profit	52.3			89.0			(36.7		)
Interest expense	(12.7		)	(13.0		)	0.3
Other income, net	0.2			0.5			(0.3		)
Income before income taxes	39.8			76.5			(36.7		)
Provision for income taxes	(12.3		)	(30.2		)	17.9
Net income	$	27.5		$	46.3		$	(18.8	)

23

	First Quarter 2015				First Quarter 2014
Sales:
Wendy’s	$	357.6			$	418.0
Bakery	14.3				14.6
Total sales	$	371.9			$	432.6
	First Quarter 2015				First Quarter 2014
Franchise revenues:
Royalty revenue	$	73.6			$	71.0
Rental income	18.0				11.8
Franchise fees	2.8				7.8
Total franchise revenues	$	94.4			$	90.6
	First Quarter 2015			% of  Sales	First Quarter 2014		% of  Sales
Cost of sales:
Wendy’s
Food and paper	$	115.6		32.3%	$	134.1	32.1%
Restaurant labor	105.2			29.4%	128.4		30.7%
Occupancy, advertising and other operating costs	84.3			23.6%	100.9		24.1%
Total cost of sales	305.1			85.3%	363.4		86.9%
Bakery (a)	(1.8		)		10.8
Total cost of sales	$	303.3			$	374.2

	First Quarter 2015			First Quarter 2014
Margin $:
Wendy’s	$	52.5		$	54.6
Bakery (a)	16.1			3.8
Total margin	$	68.6		$	58.4
Wendy’s restaurant margin %	14.7		%	13.1		%

________________

(a) First quarter of 2015 includes a reduction to cost of sales of $12.5 million resulting from the reversal of a liability associated with our company-owned bakery’s withdrawal from a multiemployer pension plan. See Note 13 of the Financial Statements contained in Item 1 herein for further discussion.

24

	First Quarter 2015		First Quarter 2014
Same-restaurant sales:
North America same-restaurant sales:
Company-owned	2.6	%	1.3	%
Franchised	3.4	%	0.6	%
Systemwide	3.2	%	0.7	%
Total same-restaurant sales:
Company-owned	2.6	%	1.3	%
Franchised (a)	3.2	%	0.4	%
Systemwide (a)	3.1	%	0.6	%

________________

(a) Includes international franchised same-restaurant sales (excluding Venezuela).

	Company-owned		Franchised		Systemwide
Restaurant count:
Restaurant count at December 28, 2014	957		5,558		6,515
Opened	3		15		18
Closed	(4	)	(41	)	(45	)
Net (sold to) purchased by franchisees	(13	)	13		—
Restaurant count at March 29, 2015	943		5,545		6,488

Sales	Change
Wendy’s	$	(60.4	)
Bakery	(0.3		)
	$	(60.7	)

The decrease in sales during the first quarter of 2015 was primarily due to the impact of Wendy’s company-owned restaurants sold under our system optimization initiative, during the first quarter of 2014 and thereafter, which resulted in a reduction in sales of $72.4 million. Company-owned same-restaurant sales during the first quarter of 2015 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. Sales during the first quarter of 2015 were negatively impacted by $3.9 million due to changes in Canadian foreign currency rates relative to the U.S. dollar.

Franchise Revenues	Change
Royalty revenue	$	2.6
Rental income	6.2
Franchise fees	(5.0		)
	$	3.8

The increase in franchise revenues during the first quarter of 2015 was primarily due to increased rental income 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 the first quarter of 2015 compared to 2014. Royalty revenue was also positively impacted by a 3.2% increase in franchise same-restaurant sales. We believe franchise same-restaurant

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sales were higher than company-owned same-restaurant sales during the first quarter of 2015 due to higher price increases. These increases were partially offset by a decrease in franchise fees driven by lower initial franchise fees due to fewer sales of restaurants to franchisees during the first quarter of 2015 compared to 2014.

Wendy’s Cost of Sales	Change
Food and paper	0.2	%
Restaurant labor	(1.3	)%
Occupancy, advertising and other operating costs	(0.5	)%
	(1.6	)%

The decrease in cost of sales, as a percent of sales, during the first quarter of 2015 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, these decreases in costs were partially offset by increased commodity costs, primarily from higher beef prices.

General and Administrative	Change
Share-based compensation	$	(3.6	)
Employee compensation and related expenses	(2.9		)
Professional services	(1.0		)
Franchise incentives	(0.9		)
Other, net	(1.7		)
	$	(10.1	)

The decrease in general and administrative expenses during the first quarter of 2015 was primarily due to decreases in (1) share-based compensation primarily as a result of our quarterly assessment of the probable achievement of our performance condition awards compared to target, (2) 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, (3) professional services due to costs incurred during the first quarter of 2014 for a strategic consulting project related to our international operations and (4) franchise incentives due to the 2015 Image Activation incentive program solely including royalty reductions compared to our 2014 program which also included a cash incentive.

Depreciation and Amortization	Change
Restaurants	$	(5.6	)
Corporate and other	0.5
	$	(5.1	)

The decrease in restaurant depreciation and amortization during the first quarter of 2015 was primarily due to decreases in (1) accelerated depreciation on existing assets that are being replaced as part of our Image Activation program and (2) depreciation on assets sold under our system optimization initiative. These decreases were partially offset by an increase in restaurant depreciation and amortization on new and reimaged Image Activation restaurants.

System Optimization Losses (Gains), Net	First Quarter
	2015		2014
System optimization losses (gains), net	$	0.8	$	(73.0	)

The decrease in system optimization losses (gains), net during the first quarter of 2015 was primarily due to fewer sales of company-owned restaurants to franchisees. The Company sold 17 Canadian restaurants and 178 U.S. restaurants during the first quarter of 2015 and 2014, respectively.

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Reorganization and Realignment Costs	First Quarter
	2015		2014
G&A realignment	$	4.2	$	—
System optimization initiative	0.4		14.7
	$	4.6	$	14.7

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 the first quarter of 2015 aggregating $4.2 million, which primarily included severance and related employee costs of $2.0 million and share-based compensation expense of $1.7 million.

During the first quarter of 2015 and 2014, the Company recognized costs associated with its system optimization initiative totaling $0.4 million and $14.7 million, respectively. In 2015, costs primarily included severance and related employee costs. In 2014, costs primarily included (1) severance and related employee costs of $5.5 million, (2) share-based compensation expense of $3.6 million and (3) professional fees of $2.6 million.

Other Operating Expense, Net	Change
Lease expense	$	4.1
Other	(1.3		)
	$	2.8

The increase in other operating expense, net during the first quarter of 2015 was primarily due to an increase in lease expense resulting from (1) subleasing properties to franchisees which previously operated company-owned restaurants and as such, had been recorded to cost of sales and (2) entering into new leases in connection with facilitating the transfer of restaurants between franchisees for purposes of subleasing such properties to the franchisee.

Provision for Income Taxes	Change
Federal and state expense on variance in income before income taxes	$	(14.4	)
Prior year tax matters, including changes to unrecognized tax benefits	(2.0		)
System optimization initiative	(1.3		)
State income taxes, net of federal benefits	(0.2		)
	$	(17.9	)

Our income taxes in 2015 and 2014 were impacted by (1) variations in income before income taxes, adjusted for recurring items, (2) adjustments related to prior year tax matters including changes to uncertain tax positions, (3) non-deductible goodwill resulting from our system optimization initiative and (4) state income taxes, net of federal benefits.

Liquidity and Capital Resources

Sources and Uses of Cash

Cash provided by operating activities increased$7.0 million in the first quarter of 2015 as compared to the first quarter of 2014, primarily due to changes in our net income and non-cash items as well as the following:

• a $9.5 millionfavorable impact in accrued expenses and other current liabilities for the comparable periods primarily due to decreases in payments for incentive compensation for the 2014 fiscal year.

Cash used in investing activities increased$114.1 million in the first quarter of 2015 as compared to the first quarter of 2014, primarily due to the following:

• a decrease of $102.2 million in proceeds from dispositions related to our system optimization initiative; and

• an increase of $8.2 million in capital expenditures primarily for our Image Activation program.

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Cash used in financing activities decreased$241.6 million in the first quarter of 2015 as compared to the first quarter of 2014, primarily due to the following:

• a decrease in repurchases of common stock of $240.3 million; partially offset by

• a decrease in proceeds from the exercise of stock options of $6.0 million.

The net cash used in our business before the effect of exchange rate changes on cash was approximately $59.3 million.

Sources and Uses of Cash for the Remainder of 2015

Our anticipated sources of cash and cash requirements for the remainder of 2015, exclusive of operating cash flow requirements, consist principally of:

• capital expenditures of approximately $193.7 million, which would result in total cash capital expenditures for the year of approximately $255.0 million;

• quarterly cash dividends aggregating up to approximately $59.9 million as discussed below in “Dividends;”

• stock repurchases of up to $39.2 million under our current program, of which $24.7 million was repurchased subsequent to the first quarter through April 30, 2015, and repurchases under any potential new authorizations;

• dispositions, including restaurants in connection with our system optimization initiative, as well as the Company’s announced intent to sell its company-owned bakery in the second quarter of 2015;

• potential restaurant acquisitions; and

• the impact, as well as the cost, of any potential financing activities, including the Company’s announced intent to recapitalize its balance sheet.

Based on current levels of operations, the Company expects that cash flows from operations and available cash will provide sufficient liquidity to meet operating cash requirements for the next 12 months.

Dividends

On March 16, 2015, The Wendy’s Company paid quarterly cash dividends of $0.055 per share on its common stock, aggregating $20.2 million. On May 1, 2015, The Wendy’s Company declared a dividend of $0.055 per share to be paid on June 15, 2015 to shareholders of record as of June 1, 2015. If The Wendy’s Company pays regular quarterly cash dividends for the remainder of 2015 at the same rate as declared in our 2015 second quarter, The Wendy’s Company’s total cash requirement for dividends for the remainder of 2015, would be approximately $59.9 million based on the number of shares of its common stock outstanding at April 30, 2015. The Wendy’s Company currently intends to continue to declare and pay quarterly cash dividends; however, there can be no assurance that any quarterly dividends will be declared or paid in the future or of the amount or timing of such dividends, if any.

Stock Repurchases

In August 2014, our Board of Directors authorized a new repurchase program for up to $100.0 million of our common stock through December 31, 2015, when and if market conditions warrant and to the extent legally permissible. During the first quarter of 2015, the Company repurchased 3.3 million shares with an aggregate purchase price of $36.9 million, excluding commissions. Subsequent to the first quarter through April 30, 2015, we repurchased 2.3 million shares for an aggregate purchase price of $24.7 million, excluding commissions.

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In January 2014, our Board of Directors authorized a repurchase program for up to $275.0 million of our common stock through the end of fiscal year 2014. As part of the repurchase program, the Board of Directors also authorized the commencement of a modified Dutch auction tender offer to repurchase shares of our common stock for an aggregate purchase price of up to $275.0 million. On February 11, 2014, the tender offer expired and on February 19, 2014, the Company repurchased 29.7 million shares for an aggregate purchase price of $275.0 million. As a result, the repurchase program authorized in January 2014 was completed. The Company incurred costs of $2.3 million in connection with the tender offer, which were recorded to treasury stock.

General Inflation, Commodities and Changing Prices

We believe that general inflation did not have a significant effect on our condensed consolidated results of operations, during the reporting periods. We manage any inflationary costs and commodity price increases through 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 and corn is expected to have an unfavorable effect on our results of operations in the future. The extent of any impact will depend on our ability and timing to increase food prices.

Seasonality

Our restaurant operations are moderately impacted by seasonality; Wendy’s restaurant revenues are normally higher during the summer months than during the winter months. Because our business is moderately seasonal, results for any future quarter will not necessarily be indicative of the results that may be achieved for any other quarter or for the full fiscal year.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

As of March 29, 2015, there were no material changes from the information contained in the Company’s Form 10-K for the fiscal year ended December 28, 2014.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The management of the Company, under the supervision and with the participation of its 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 March 29, 2015. Based on such evaluations, the Chief Executive Officer and Chief Financial Officer concluded that, as of March 29, 2015, 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.

Changes in Internal Control Over Financial Reporting

There were no changes in the internal control over financial reporting of the Company during the first quarter of 2015 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 errors 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.

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PART II. OTHER INFORMATION

Special Note Regarding Forward-Looking Statements and Projections

This Quarterly Report on Form 10-Q 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 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;

• 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, french fries or other products we sell, concerns regarding the ingredients in our products and/or cooking processes used in our restaurants, or concerns regarding the effects of disease outbreaks, epidemics or pandemics impacting the Company’s customers or food supplies;

• 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 general economic conditions and increases in unemployment rates on consumer spending, 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 in spending patterns and demographic trends, such as the extent to which consumers eat 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 other franchise commitments, including their ability to finance restaurant development and remodels;

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

• availability, location and terms of sites for restaurant development by us and our franchisees;

• development costs, including real estate and construction costs;

• delays in opening new restaurants or completing remodels of existing restaurants, including risks associated with the Image Activation program;

30

• the timing and impact of acquisitions and dispositions of restaurants;

• 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;

• 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;

• 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, or security breaches of our computer systems;

• the difficulty 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;

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

• the possibility that the Company will not be able to recapitalize its balance sheet on acceptable terms, as well as risks associated with such plan, 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’s ability to raise additional capital following the completion of a recapitalization transaction; and

• other risks and uncertainties affecting us and our subsidiaries referred to in our Annual Report on Form 10-K for the fiscal year ended December 28, 2014 (the “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 Quarterly Report on Form 10-Q as a result of new information, future events or developments, except as required by Federal securities laws. In addition, it is our policy generally not to endorse any projections regarding future performance that may be made by third parties.

31

Item 1. Legal Proceedings.

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. The Company believes it has adequate accruals for continuing operations for all of its legal and environmental matters. We cannot estimate the aggregate possible range of loss due to most proceedings being in preliminary stages, with various motions either yet to be submitted or pending, discovery yet to occur, and significant factual matters unresolved. In addition, most cases seek an indeterminate amount of damages and many involve multiple parties. Predicting the outcomes of settlement discussions or judicial or arbitral decisions is thus inherently difficult. Based on our currently available information, including legal defenses available to us, and given the aforementioned accruals and our insurance coverage, we do not believe that the outcome of these legal and environmental matters will have a material effect on our consolidated financial position or results of operations.

Item 1A. Risk Factors.

In addition to the information contained in this report, you should carefully consider the risk factors disclosed in our Form 10-K, which could materially affect our business, financial condition or future results. Except as described elsewhere in this report, there have been no material changes from the risk factors previously disclosed in our Form 10-K.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

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 first quarter of 2015:

Issuer Repurchases of Equity Securities

Period	Total Number of Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan (2)
December 29, 2014 through February 1, 2015	31,329	$	9.14	—	$	76,111,478
February 2, 2015 through March 1, 2015	1,358,214	$	11.17	1,275,530	$	61,876,111
March 2, 2015 through March 29, 2015	2,087,214	$	10.99	2,066,867	$	39,199,838
Total	3,476,757	$	11.04	3,342,397	$	39,199,838

(1) Includes 134,360 shares reacquired by The Wendy’s Company from holders of share-based awards to satisfy certain requirements associated with the vesting or exercise of the respective awards. 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 August 2014, our Board of Directors authorized the repurchase of up to $100.0 million of our common stock through December 31, 2015, when and if market conditions warrant and to the extent legally permissible.

Subsequent to March 29, 2015 through April 30, 2015, the Company repurchased 2.3 million shares with an aggregate purchase price of $24.7 million, excluding commissions.

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Item 6. Exhibits.

EXHIBIT NO.	DESCRIPTION
10.1	Form of Long Term Performance Unit Award Agreement for 2015 under The Wendy’s Company 2010 Omnibus Award Plan.* **
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.*
32.1	Certification 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-Q.*
101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema Document*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB	XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document*

____________________

*	Filed herewith.
**	Identifies a management contract or compensatory plan or arrangement.

33

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	THE WENDY’S COMPANY (Registrant)
Date: May 6, 2015	By: /s/ Todd A. Penegor
	Todd A. Penegor
	Executive Vice President,
	Chief Financial Officer and International
	(On behalf of the Company)
Date: May 6, 2015	By: /s/ Scott A. Kriss
	Scott A. Kriss
	Senior Vice President,
	Chief Accounting and Tax Officer
	(Principal Accounting Officer)

34

Exhibit Index

EXHIBIT NO.	DESCRIPTION
10.1	Form of Long Term Performance Unit Award Agreement for 2015 under The Wendy’s Company 2010 Omnibus Award Plan.* **
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.*
32.1	Certification 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-Q.*
101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema Document*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB	XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document*

____________________

*	Filed herewith.
**	Identifies a management contract or compensatory plan or arrangement.

35

EX-10.1

THE WENDY’S COMPANY
LONG TERM PERFORMANCE UNIT AWARD AGREEMENT (the “Agreement”)

The Wendy’s Company (the “Company”), pursuant to the provisions of the Wendy’s/Arby’s Group, Inc. 2010 Omnibus Award Plan (the “Plan”), hereby irrevocably grants an Award (the “Award”) of Performance Units (the “Units”), on __________, 20__ (the “Award Date”) as specified below:

Participant:	______________________
Performance Period:	December 29, 2014 to December 31, 2017
Target Adjusted EPS Units:	____________ (the “Adjusted EPS Units”)
Target TSR Units:	____________ (the “TSR Units”)

Each Unit represents the right to receive one share of Common Stock provided that the applicable performance goal as described in this Agreement is achieved. Capitalized terms used and not otherwise defined in this Agreement shall have the respective meanings assigned to them under the Plan.

1.Adjusted EPS.

(a)Earning of Award. The extent to which the Participant will earn the Adjusted EPS Units is based on the Company’s cumulative adjusted EPS for the Performance Period compared to the cumulative adjusted EPS Target established by the Committee for the Performance Period as shown in the chart below (with the Threshold, Above Threshold, Target, Above Target and Maximum cumulative adjusted EPS amounts to be set forth on a separate exhibit which will be provided to the Participant).

Company Cumulative Adjusted EPS	Percentage of Adjusted EPS Units Earned
Maximum	200.0%
Above Target	150.0%
Target	100.0%
Above Threshold	75.0%
Threshold	37.5%
Below Threshold	0.0%

Linear interpolation shall be used to determine the percentage of Adjusted EPS Units earned in the event the Company’s cumulative adjusted EPS falls between the (i) Threshold and Above Threshold, (ii) Above Threshold and Target, (iii) Target and Above Target or (iv) Above Target and Maximum performance levels shown in the chart above. The Company’s cumulative adjusted EPS will be determined as set forth in Section 1(b) below.

(b)Calculation of Adjusted EPS. The Company’s cumulative adjusted EPS means the sum of the Company’s Adjusted EPS (as defined below) for the Performance Period.

“Adjusted EPS” means the diluted net income (loss) per share (after taxes) attributable to The Wendy’s Company as reported on the Company’s Consolidated Statements of Operations, as adjusted (i) within the Reconciliation of Adjusted Income and Adjusted Earnings Per Share from Continuing Operations to Net Income and Diluted Earnings Per Share Attributable to The Wendy’s Company (or similarly titled non-GAAP reconciliation table) as presented in the Company’s fiscal 2015, 2016 and 2017 earnings releases and (ii) to exclude the after-tax impact of any other extraordinary, unusual or nonrecurring events as described in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders for the applicable year.  Each adjustment made pursuant to the preceding sentence shall be calculated by reference to the applicable line item on the Company’s Consolidated Statements of Operations or the applicable account or journal entry on the Company’s general ledger.

2.Relative TSR Performance.

(a)Earning of Award. The extent to which the Participant will earn the TSR Units is based on the Company TSR Percentile Ranking for the Performance Period based on the following chart:

Company TSR Percentile Ranking	Percentage of TSR Units Earned
≥ 90th	200.0% (Maximum)
75th	150.0% (Above Target)
50th	100.0% (Target)
37.5th	75.0% (Above Threshold)
25th	37.5% (Threshold)
<25th	0.0% (Below Threshold)

Linear interpolation shall be used to determine the percentage of TSR Units earned in the event the Company TSR Percentile Ranking falls between the (i) 25th and 37.5th percentiles, (ii) the 37.5th and 50th percentiles, (iii) the 50th and 75th percentiles or (iv) the 75th and 90th percentiles listed in the above chart. The Company TSR Percentile Ranking will be determined as set forth in Section 2(c) below.

(b)Calculation of TSR.

“TSR” =      Change in Stock Price + Dividends Paid          Beginning Stock Price

(i) Beginning Stock Price shall mean the average of the Closing Prices for each of the twenty (20) trading days immediately prior to the first trading day of the Performance Period;

(ii) Ending Stock Price shall mean the average of the Closing Prices for each of the last twenty (20) trading days of the Performance Period;

(iii) Change in Stock Price shall equal the Ending Stock Price minus the Beginning Stock Price;

2

(iv) Dividends Paid shall mean the total of all dividends paid on one (1) share of Common Stock during the Performance Period, provided that dividends shall be treated as though they are reinvested;

(v) Closing Price shall mean the last reported sale price on the applicable stock exchange or market of one (1) share of Common Stock for a particular trading day; and

(vi) In all events, TSR shall be adjusted to give effect to any stock dividends, stock splits, reverse stock splits and similar transactions.

(c)Calculation of Company TSR Percentile Ranking. The Company shall determine (A) the Company’s TSR for the Performance Period and (B) the TSR for the Performance Period of each company that was included in the S&P MidCap 400 Index as of the last day of the Performance Period. The Company TSR Percentile Ranking shall mean the percentage of TSRs of the companies included the S&P MidCap 400 Index as of the last day of the Performance Period that are lower than the Company’s TSR.

3.Form and Timing of Payments Under Award.

(a)Following the end of the Performance Period, the Committee shall determine whether and the extent to which the Company’s cumulative adjusted EPS and the Company TSR Percentile Ranking (the “Performance Goals”) have been achieved for the Performance Period and shall determine the number of shares of Common Stock, if any, issuable to the Participant with respect to the level of achievement of the Performance Goals; provided that with respect to any Award to a “covered employee” within the meaning of Section 162(m) of the Code, the Committee shall have certified the achievement of the Performance Goals.  The Committee’s determination with respect to the achievement of the Performance Goals shall be based on the Company’s financial statements, subject to any adjustments made by the Committee in accordance with this Section 3.

(b)Notwithstanding satisfaction, achievement or completion of the Performance Goals (or any adjustments thereto as provided below), the number of shares of Common Stock issuable hereunder may be reduced or eliminated by the Committee on the basis of such further considerations as the Committee in its sole discretion shall determine. The Committee shall have the right to adjust or modify the calculation of the Performance Goals as permitted under the Plan.

(c) To the extent the Committee has determined that this Award is a Performance Compensation Award and is intended to comply with the performance-based exception to Section 162(m) of the Code, and the Participant is a “covered employee” within the meaning of Section 162(m) of the Code, all actions taken hereunder (including without limitation any adjustments of the Performance Goals) shall be made in a manner intended to comply with Section 162(m) of the Code, subject to Section 11(a) of the Plan.

(d)The Units earned pursuant to this Award shall be paid out to the Participant in shares of Common Stock as soon as reasonably practicable following the Committee’s determination, but

3

in no event later than __________, 20__. For the avoidance of doubt, fractional shares of Common Stock shall be rounded down to the nearest whole number without any payment therefor.

4.Termination of Employment or Service.  

(a)If the Participant ceases employment or service to the Company and its Subsidiaries for any reason prior to the end of the Performance Period, the Units shall be immediately canceled and the Participant shall thereupon cease to have any right or entitlement to receive any shares of Common Stock under the Award.

(b)Notwithstanding Sections 3(d) and 4(a) above, in the event (A) the Participant’s employment or service to the Company and its Subsidiaries is terminated by the Company or its Subsidiaries other than for Cause (and other than due to death or Disability), or by the Participant for Good Reason, in each case within 12 months following a Change in Control, or (B) the Participant’s employment or service to the Company and its Subsidiaries is terminated by the Company or its Subsidiaries due to death or Disability, outstanding Units granted to the Participant shall become vested and the restrictions thereon shall immediately lapse as of the date of such termination of employment or service; provided, that the portion of any such Units that shall become fully vested and free from such restrictions shall be based on (x) actual performance through the date of termination as determined by the Committee, or (y) if the Committee determines that measurement of actual performance cannot be reasonably assessed, the assumed achievement of Target performance as determined by the Committee, in each case prorated based on the time elapsed from the Award Date to the date of termination of employment or service. The Units earned in accordance with the foregoing shall be paid out to the Participant in shares of Common Stock as soon as practicable following the Committee’s determination, but in no event later than 74 days following the last day of the calendar year in which the termination of employment occurred.

(c)In addition, notwithstanding Section 4(a) above, in the event the Participant’s employment or service to the Company and its Subsidiaries is terminated by the Company or its Subsidiaries prior to the end of the Performance Period other than for Cause (and other than due to death or Disability, or by the Company other than for Cause or by the Participant for Good Reason within 12 months following a Change in Control, as described in Section 4(b) above), the Units shall become vested and the restrictions thereon shall immediately lapse as of the date of such termination of employment or service; provided, that the portion of any such Units that shall become fully vested and free from such restrictions shall be based on actual performance through the end of the Performance Period as determined by the Committee in accordance with Section 3 above, prorated based on the time elapsed from the Award Date to the date of termination of employment or service. The Units earned in accordance with the foregoing shall be paid out to the Participant in shares of Common Stock as soon as practicable following the Committee’s determination, subject to and in accordance with Section 3 above.

5.Dividend Equivalent Rights. Each Unit shall also have a dividend equivalent right (a “Dividend Equivalent Right”). Each Dividend Equivalent Right represents the right to receive all of the ordinary cash dividends that are or would be payable with respect to the Units. With respect to each Dividend Equivalent Right, any such cash dividends shall be converted into additional Units based on the Fair Market Value of a share of Common Stock on the date such dividend is paid.

4

Such additional Units shall be subject to the same terms and conditions applicable to the Unit to which the Dividend Equivalent Right relates, including, without limitation, the restrictions on transfer, forfeiture, vesting and payment provisions contained in this Agreement. In the event that a Unit is forfeited as provided in Sections 3 and 4 above, then the related Dividend Equivalent Right shall also be forfeited.

6.Withholding Taxes. The Participant shall be required to pay to the Company, and the Company shall have the right and is hereby authorized to withhold, from any cash, shares of Common Stock, other securities or other property deliverable under the Units or from any compensation or other amounts owing to the Participant, the amount (in cash, Common Stock, other securities or other property) of any required withholding taxes in respect of the Units, and to take such other action as may be necessary in the opinion of the Committee or the Company to satisfy all obligations for the payment of such withholding and taxes. In addition, the Committee may, in its sole discretion, permit the Participant to satisfy, in whole or in part, the foregoing withholding liability (but no more than the minimum required statutory withholding liability) by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of the Units a number of shares with a Fair Market Value equal to such withholding liability. The obligations of the Company under this Agreement will be conditional on such payment or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant.

7.Securities Laws. The Participant agrees that the obligation of the Company to issue shares of Common Stock upon the achievement of the Performance Goal shall also be subject, as conditions precedent, to compliance with applicable provisions of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, state securities or corporation laws, rules and regulations under any of the foregoing and applicable requirements of any securities exchange upon which the Company’s securities shall be listed.

8.Units Subject to Plan. The Units have been granted subject to the terms and conditions of the Plan, a copy of which has been provided to the Participant and which the Participant acknowledges having received and reviewed. Any conflict between this Agreement and the Plan shall be decided in favor of the provisions of the Plan. Any conflict between this Agreement and the terms of a written employment agreement for the Participant that has been approved, ratified or confirmed by the Board of Directors of the Company or the Committee shall be decided in favor of the provisions of such employment agreement. This Agreement may not be amended, altered, suspended, discontinued, cancelled or terminated in any manner that would materially and adversely affect the rights of the Participant except by a written agreement executed by the Participant and the Company.

9.Clawback. Notwithstanding anything to the contrary contained herein, in the event of a material restatement of the Company’s issued financial statements, the Committee shall review the facts and circumstances underlying the restatement (including, without limitation any potential wrongdoing by the Participant and whether the restatement was the result of negligence or intentional

5

or gross misconduct) and may in its sole discretion direct the Company to recover all or a portion of the Units or any gain realized on the settlement of the Units or the subsequent sale of Common Stock acquired upon settlement of the Units with respect to any fiscal year in which the Company’s financial results are negatively impacted by such restatement. If the Committee directs the Company to recover any such amount from the Participant, then the Participant agrees to and shall be required to repay any such amount to the Company within 30 days after the Company demands repayment. In addition, if the Company is required by law to include an additional “clawback” or “forfeiture” provision to outstanding awards, then such clawback or forfeiture provision shall also apply to this Award as if it had been included on the date of grant and the Company shall promptly notify the Participant of such additional provision. In addition, if a court determines that a Participant has engaged or is engaged in Detrimental Activities after the Participant’s employment or service with the Company or its Subsidiaries has ceased, then the Participant, within 30 days after written demand by the Company, shall return the Units or any gain realized on the settlement of the Units or the subsequent sale of Common Stock acquired upon settlement of the Units.

10.Electronic Delivery. By accepting the Units evidenced by this Agreement, the Participant hereby consents to the electronic delivery of prospectuses, annual reports and other information required to be delivered by Securities and Exchange Commission rules. This consent may be revoked in writing by the Participant at any time upon three business days’ notice to the Company, in which case subsequent prospectuses, annual reports and other information will be delivered in hard copy to the Participant.

11.Notices. Notices and communications under this Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to The Wendy’s Company, One Dave Thomas Blvd., Dublin, Ohio 43017; Attn: Corporate Secretary, or any other address designated by the Company in a written notice to the Participant. Notices to the Participant will be directed to the address of the Participant then currently on file with the Company, or at any other address given by the Participant in a written notice to the Company.

12.No Contract of Employment. This grant does not constitute an employment contract. Nothing herein shall confer upon the Participant the right to continue to serve as a director or officer to, or to continue as an employee or service provider of, the Company or its Subsidiaries during all or any portion of the Performance Period.

13.Section 409A. If any provision of this Agreement could cause the application of an accelerated or additional tax under Section 409A of the Code upon the vesting or settlement of the Units (or any portion thereof), such provision shall be restructured, to the minimum extent possible, in a manner determined by the Company (and reasonably acceptable to the Participant) that does not cause such an accelerated or additional tax. It is intended that this Agreement shall not be subject to Section 409A of the Code by reason of the short-term deferral rule under Treas. Reg. section 1.409A-1(b)(4), and this Agreement shall be interpreted accordingly.

14.Governing Law. The Plan shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to contracts made and performed wholly within the State of Delaware, without giving effect to the conflict of laws provisions thereof.

6

15.Validity of Agreement. This Agreement shall be valid, binding and effective upon the Company on the Award Date. However, the Units evidenced by this Agreement shall be forfeited by the Participant and this Agreement shall have no force and effect if it is duly rejected. The Participant may reject this Agreement and forfeit the Units by notifying the Company or its designee in the manner prescribed by the Company and communicated to the Participant; provided that such rejection must be received by the Company or its designee no later than the earlier of (i) __________, 20__ and (ii) the date the Units first vest pursuant to the terms hereof.  If this Agreement is rejected on or prior to such date, the Units evidenced by this Agreement shall be forfeited, and neither the Participant nor the Participant’s heirs, executors, administrators and successors shall have any rights with respect thereto.

7

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by an officer duly authorized thereto as of the _____ day of __________, 20__.

THE WENDY’S COMPANY

By: Name: Title:

8

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Emil J. Brolick, certify that:

1. I have reviewed this quarterly report on Form 10-Q of The Wendy’s Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 6, 2015

/s/ Emil J. Brolick          

Emil J. Brolick

President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, Todd A. Penegor, certify that:

1. I have reviewed this quarterly report on Form 10-Q of The Wendy’s Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 6, 2015

/s/ Todd A. Penegor         

Todd A. Penegor

Executive Vice President, Chief Financial Officer and International

EX-32.1

EXHIBIT 32.1

Certification Pursuant to

18 U.S.C. Section 1350

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of The Wendy’s Company, a Delaware corporation (the “Company”), does hereby certify, to the best of such officer’s knowledge, that:

The Quarterly Report on Form 10-Q for the quarter ended March 29, 2015 (the “Form 10-Q”) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 6, 2015

/s/ Emil J. Brolick                

Emil J. Brolick

President and Chief Executive Officer

Date: May 6, 2015

/s/ Todd A. Penegor               

Todd A. Penegor

Executive Vice President, Chief Financial Officer and International

XML

Realignment and reorganization costs System Optimization Accrual Rollforward (Details) (System Optimization [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 29, 2015	Mar. 30, 2014
Restructuring Reserve [Roll Forward]
Beginning balance	$ 2,804
Charges	450	10,601
Payments	(2,054)
Ending balance	1,200
Severance and related employee costs [Member]
Restructuring Reserve [Roll Forward]
Beginning balance	2,235
Charges	326	5,533
Payments	(1,999)
Ending balance	562
Professional fees [Member]
Restructuring Reserve [Roll Forward]
Beginning balance	146
Charges	41	2,631
Payments	(52)
Ending balance	135
Other [Member]
Restructuring Reserve [Roll Forward]
Beginning balance	423
Charges	83	2,437
Payments	(3)
Ending balance	$ 503

XML

Equity Repurchases of Common Stock (Details) (USD $) In Thousands, unless otherwise specified	0 Months Ended	3 Months Ended		1 Months Ended
	Feb. 19, 2014	Mar. 29, 2015	Mar. 30, 2014	Apr. 30, 2015	Aug. 31, 2014	Jan. 31, 2014
Stock Repurchase Program, Authorized Amount					$ 100,000	$ 275,000
Treasury Stock, Shares, Acquired	29,730	3,342
Treasury Stock, Value, Acquired, Cost Method, excluding Commissions	275,000	36,912
Stock Repurchase Program, Cost Incurred		51	2,261
Subsequent Event [Member]
Treasury Stock, Shares, Acquired				2,313
Treasury Stock, Value, Acquired, Cost Method, excluding Commissions				$ 24,719

XML

Net Income Per Share (Details) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 29, 2015	Mar. 30, 2014
Common Stock:
Weighted average basic shares outstanding	366,584	381,551
Dilutive effect of stock options and restricted shares	6,624	7,801
Weighted average diluted shares outstanding	373,208	389,352
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	765	5,855

XML

System Optimization Losses (Gains), Net System Optimization Restaurant Assets Held-for-sale (Details) (USD $) In Thousands, unless otherwise specified	Mar. 29, 2015 stores	Dec. 28, 2014 stores
Long Lived Assets Held-for-sale [Line Items]
Number of Restaurants Classified as Assets Held for Sale	84	106	[1]
Restaurant assets held for sale [Member]
Long Lived Assets Held-for-sale [Line Items]
Assets held for sale	19,972	25,266	[1]
Other assets held for sale [Member]
Long Lived Assets Held-for-sale [Line Items]
Assets held for sale	10,230	13,469	[1]

[1] Reclassifications have been made to the prior year presentation to include restaurants previously excluded from our system optimization initiative to conform to the current year presentation. See Note 1 for further details.

XML

Realignment and reorganization costs (Tables)

3 Months Ended

Mar. 29, 2015

Restructuring Cost and Reserve [Line Items]

Restructuring and Related Costs [Table Text Block]

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

	Three Months Ended
	March 29, 2015		March 30, 2014
G&A realignment	$	4,163	$	—
System optimization initiative	450		14,711
Reorganization and realignment costs	$	4,613	$	14,711

General and Administrative Realignment and Reinvestment [Member]

Restructuring Cost and Reserve [Line Items]

Restructuring and Related Costs [Table Text Block]

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

	Three Months Ended		Total Incurred Since Inception
	March 29, 2015
Severance and related employee costs	$	1,982	$	13,899
Recruitment and relocation costs	470		679
Other	32		120
	2,484		14,698
Share-based compensation (a)	1,679		2,391
Total G&A realignment	$	4,163	$	17,089

_______________

(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.

Schedule of Restructuring Reserve by Type of Cost [Table Text Block]

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

	Balance December 28, 2014		Charges		Payments			Balance March 29, 2015
Severance and related employee costs	$	11,609	$	1,982	$	(3,386	)	$	10,205
Recruitment and relocation costs	149		470		(398		)	221
Other	5		32		(37		)	—
	$	11,763	$	2,484	$	(3,821	)	$	10,426

System Optimization [Member]

Restructuring Cost and Reserve [Line Items]

Restructuring and Related Costs [Table Text Block]

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

	Three Months Ended				Total Incurred Since Inception
	March 29, 2015		March 30, 2014
Severance and related employee costs	$	326	$	5,533	$	17,584
Professional fees	41		2,631		5,854
Other	83		2,437		4,624
	450		10,601		28,062
Accelerated depreciation and amortization (a)	—		475		17,414
Share-based compensation (b)	—		3,635		5,013
Total system optimization initiative	$	450	$	14,711	$	50,489

_______________

(a) Primarily includes accelerated amortization of previously acquired franchise rights related to company-owned restaurants in territories that were sold in connection with our system optimization initiative.

(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.

Schedule of Restructuring Reserve by Type of Cost [Table Text Block]

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

	Balance December 28, 2014		Charges		Payments			Balance March 29, 2015
Severance and related employee costs	$	2,235	$	326	$	(1,999	)	$	562
Professional fees	146		41		(52		)	135
Other	423		83		(3		)	503
	$	2,804	$	450	$	(2,054	)	$	1,200

XML

Transactions with Related Parties (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 29, 2015	Mar. 30, 2014
QSCC [Member] | General and Administrative Expense [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Other Revenues from Transactions with Related Party	$ 46	$ 46
TimWen [Member] | General and Administrative Expense [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Other Revenues from Transactions with Related Party	56	62
TimWen [Member] | Cost of Sales [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Expenses from Transactions with Related Party	1,668	1,418
TimWen [Member] | Other Operating Income (Expense) [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Expenses from Transactions with Related Party	$ 960

XML

Fair Value Measurements Derivative Instruments (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 29, 2015 cash_flow_hedge		Dec. 28, 2014 cash_flow_hedge
Derivatives, Fair Value [Line Items]
Number of interest rate derivatives held	7		7
Gain (Loss) on Cash Flow Hedge Ineffectiveness, net	$ 0
Interest Rate Swap [Member] | Other Liabilities [Member] | Accumulated Other Comprehensive Income (Loss) [Member]
Derivatives, Fair Value [Line Items]
Cash flow hedges	7,311	[1]	3,343	[1]
Interest Rate Swap [Member] | Interest Expense [Member]
Derivatives, Fair Value [Line Items]
Loss on derivatives, net, pretax, next twelve months	4,206
Cash Flow Hedging [Member] | Term A Loan, 2018 [Member] | Interest Rate Swap [Member]
Derivatives, Fair Value [Line Items]
Derivative liability, Notional amount	350,000		350,000
Cash Flow Hedging [Member] | Term B Loan, 2019 [Member] | Interest Rate Swap [Member]
Derivatives, Fair Value [Line Items]
Derivative liability, Notional amount	$ 100,000		100,000

[1] The fair values were developed using market observable data for all significant inputs.

XML

Realignment and reorganization costs G&A Realignment Accrual Rollforward (Details) (General and Administrative Realignment and Reinvestment [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 29, 2015
Restructuring Reserve [Roll Forward]
Beginning balance	$ 11,763
Charges	2,484
Payments	(3,821)
Ending balance	10,426
Severance and related employee costs [Member]
Restructuring Reserve [Roll Forward]
Beginning balance	11,609
Charges	1,982
Payments	(3,386)
Ending balance	10,205
Recruitment and relocation costs [Member]
Restructuring Reserve [Roll Forward]
Beginning balance	149
Charges	470
Payments	(398)
Ending balance	221
Other [Member]
Restructuring Reserve [Roll Forward]
Beginning balance	5
Charges	32
Payments	(37)
Ending balance	$ 0

XML

Multiemployer Pension Plan Multiemployer Plans (Details) (Withdrawal from Multiemployer Defined Benefit Plan [Member], USD $) In Thousands, unless otherwise specified	15 Months Ended	3 Months Ended
	Mar. 29, 2015	Mar. 29, 2015	Dec. 29, 2013
Loss Contingencies [Line Items]
Withdrawal Obligation Payments	$ 915
Cost of Sales [Member]
Loss Contingencies [Line Items]
Loss Contingency Accrual, Period Increase (Decrease)		$ (12,486)	$ 13,500

XML

Equity Rollforward (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 29, 2015	Mar. 30, 2014
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance, beginning of year	$ 1,717,576	$ 1,929,486
Comprehensive Income	7,443	38,963
Dividends	(20,199)	(18,306)
Repurchases of common stock	(36,963)	(277,261)
Share-based compensation	5,068	10,584
Exercises of stock options	16,533	22,780
Vesting of restricted shares	(502)	(999)
Tax benefit from share-based compensation	26,858	17,867
Other	46	40
Balance, end of the period	$ 1,715,860	$ 1,723,154

XML

System Optimization Losses (Gains), Net

3 Months Ended

Mar. 29, 2015

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment Disclosure [Text Block]

System Optimization Losses (Gains), Net

In July 2013, the Company announced a system optimization initiative, as part of its brand transformation, which includes opportunistic acquisitions and dispositions, as well as a shift from company-owned restaurants to franchised restaurants over time. During 2013 and 2014, the Company completed the sale of 244 and 255 company-owned restaurants to franchisees, respectively. The Company is currently in the process of selling all of its company-owned restaurants in Canada to franchisees which it anticipates completing by the end of the second quarter of 2015. 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 middle of 2016. The Company is currently unable to estimate any gains or losses resulting from future sales of its restaurants.

Gains and losses recognized on dispositions are recorded to “System optimization losses (gains), net” in our condensed consolidated statement of operations. Costs related to our system optimization initiative are recorded to “Reorganization and realignment costs,” and include severance and employee related costs, professional fees and other associated costs, which are further described in Note 4.

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

	Three Months Ended
	March 29, 2015			March 30, 2014 (d)
Number of restaurants sold to franchisees	17			178
Proceeds from sales of restaurants	$	4,581		$	101,560
Net assets sold (a)	(2,222		)	(42,016		)
Goodwill related to sales of restaurants	(1,023		)	(13,658		)
Net (unfavorable) favorable leases (b)	(528		)	24,981
Other	(402		)	300
	406			71,167
Post-closing adjustments on sales of restaurants	(1,573		)	(1,587		)
(Loss) gain on sales of restaurants, net	(1,167		)	69,580
Gain on sales of other assets, net (c)	354			3,412
System optimization (losses) gains, net	$	(813	)	$	72,992

_______________

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

(b) During the three months ended March 29, 2015 and March 30, 2014, the Company recorded favorable lease assets of $2,379 and $47,392, respectively, and unfavorable lease liabilities of $2,907 and $22,411, respectively, as a result of leasing and/or subleasing land, buildings, and/or leasehold improvements to franchisees, in connection with sales of restaurants.

(c) During the three months ended March 29, 2015 and March 30, 2014, Wendy’s received cash proceeds of $1,702 and $6,897, respectively, primarily from the sale of surplus properties as well as the sale of a company-owned aircraft during the first quarter of 2014.

(d) Reclassifications have been made to the prior year presentation to include sales of restaurants previously reported in “Other operating expense, net” to conform to the current year presentation. See Note 1 for further details.

Assets Held for Sale

	March 29, 2015		December 28, 2014 (a)
Number of restaurants classified as held for sale	84		106
Net restaurant assets held for sale	$	19,972	$	25,266
Other assets held for sale	$	10,230	$	13,469

_______________

(a) Reclassifications have been made to the prior year presentation to include restaurants previously excluded from our system optimization initiative to conform to the current year presentation. See Note 1 for further details.

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

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Fair Value Measurements Non-Recurring Fair Value Measurements (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 29, 2015	Mar. 30, 2014	Dec. 28, 2014
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis [Line Items]
Impairment of Long-Lived Assets Held-for-use	$ 1,179		$ 17,139
Impairment of Long-Lived Assets to be Disposed of	758	332	2,474
Impairment of long-lived assets	1,937	2,529	19,613
Fair Value, Measurements, Nonrecurring [Member]
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis [Line Items]
Assets Held and Used, Long Lived, Fair Value Disclosure	214		8,651
Assets Held-for-sale, Long Lived, Fair Value Disclosure	1,218		4,967
Total	1,432		13,618
Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis [Line Items]
Assets Held and Used, Long Lived, Fair Value Disclosure	0		0
Assets Held-for-sale, Long Lived, Fair Value Disclosure	0		0
Total	0		0
Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis [Line Items]
Assets Held and Used, Long Lived, Fair Value Disclosure	0		0
Assets Held-for-sale, Long Lived, Fair Value Disclosure	0		0
Total	0		0
Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis [Line Items]
Assets Held and Used, Long Lived, Fair Value Disclosure	214		8,651
Assets Held-for-sale, Long Lived, Fair Value Disclosure	1,218		4,967
Total	$ 1,432		$ 13,618

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Net Income Per Share (Tables)

3 Months Ended

Mar. 29, 2015

Earnings Per Share [Abstract]

Weighted average number of shares used to calculate basic and diluted net income per share

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

	Three Months Ended
	March 29, 2015	March 30, 2014
Common stock:
Weighted average basic shares outstanding	366,584	381,551
Dilutive effect of stock options and restricted shares	6,624	7,801
Weighted average diluted shares outstanding	373,208	389,352

XML

Impairment of Long-Lived Assets (Tables)

3 Months Ended

Mar. 29, 2015

Asset Impairment Charges [Abstract]

Impairment of Long-Lived Assets by Type [Table Text Block]

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

	Three Months Ended
	March 29, 2015		March 30, 2014
Restaurants leased or subleased to franchisees	$	705	$	2,197
Company-owned restaurants	474		—
Surplus properties	758		332
	$	1,937	$	2,529

XML

Impairment of Long-Lived Assets Impairment of Long-Lived Assets (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 29, 2015	Mar. 30, 2014	Dec. 28, 2014
Impaired Long-Lived Assets Held and Used [Line Items]
Impairment of Long-Lived Assets Held-for-use	$ 1,179		$ 17,139
Impairment of Long-Lived Assets to be Disposed of	758	332	2,474
Impairment of long-lived assets	1,937	2,529	19,613
Restaurants leased or subleased to franchisees
Impaired Long-Lived Assets Held and Used [Line Items]
Impairment of Long-Lived Assets Held-for-use	705	2,197
Company-owned restaurants
Impaired Long-Lived Assets Held and Used [Line Items]
Impairment of Long-Lived Assets Held-for-use	$ 474	$ 0

XML

Equity (Tables)

3 Months Ended

Mar. 29, 2015

Equity [Abstract]

Summary of Stockholders' Equity

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

	Three Months Ended
	March 29, 2015			March 30, 2014
Balance at beginning of period	$	1,717,576		$	1,929,486
Comprehensive income	7,443			38,963
Dividends	(20,199		)	(18,306		)
Repurchases of common stock	(36,963		)	(277,261		)
Share-based compensation	5,068			10,584
Exercises of stock options	16,533			22,780
Vesting of restricted shares	(502		)	(999		)
Tax benefit from share-based compensation	26,858			17,867
Other	46			40
Balance at end of period	$	1,715,860		$	1,723,154

Schedule of Accumulated Other Comprehensive Loss [Table Text Block]

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

	Foreign Currency Translation			Cash Flow Hedges			Pension			Total
Balance at December 28, 2014	$	(28,363	)	$	(2,044	)	$	(887	)	$	(31,294	)
Current-period other comprehensive loss	(17,395		)	(2,466		)	(203		)	(20,064		)
Balance at March 29, 2015	$	(45,758	)	$	(4,510	)	$	(1,090	)	$	(51,358	)
Balance at December 29, 2013	$	(9,803	)	$	744		$	(1,278	)	$	(10,337	)
Current-period other comprehensive (loss) income	(7,220		)	(458		)	338			(7,340		)
Balance at March 30, 2014	$	(17,023	)	$	286		$	(940	)	$	(17,677	)

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Basis of Presentation Schedule of Prior Period Adjustments (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended			12 Months Ended
	Mar. 29, 2015	Mar. 30, 2014		Dec. 28, 2014	Feb. 28, 2015
Future company-owned restaurant ownership percentage					5.00%
System optimization losses (gains), net	$ 813	$ (72,992)	[1]
Reorganization and realignment costs	4,613	14,711	[2]
Impairment of long-lived assets	1,937	2,529		19,613
Other operating (income) expense, net	6,149	3,357
Total of Income Statement Line Items Affected by Prior Period Reclassifications		(52,395)
Prior Period Reclassifications of Gain on Property Plant Equipment, Net		0	[3]
Prior Period Reclassification of System Optimization Measurement		0	[4]
Scenario, Previously Reported [Member]
System optimization losses (gains), net		0
Reorganization and realignment costs		(44,033)	[2]
Impairment of long-lived assets		332
Other operating (income) expense, net		(8,694)
Total of Income Statement Line Items Affected by Prior Period Reclassifications		(52,395)
System optimization losses (gains), net [Member]
Prior Period Reclassifications of Gain on Property Plant Equipment, Net		(72,992)	[3]
Prior Period Reclassification of System Optimization Measurement		0	[4]
Reorganization and realignment costs [Member]
Prior Period Reclassifications of Gain on Property Plant Equipment, Net		60,941	[2],[3]
Prior Period Reclassification of System Optimization Measurement		(2,197)	[2],[4]
Impairment of long-lived assets [Member]
Prior Period Reclassifications of Gain on Property Plant Equipment, Net		0	[3]
Prior Period Reclassification of System Optimization Measurement		2,197	[4]
Other Operating (Income) Expense, Net [Member]
Prior Period Reclassifications of Gain on Property Plant Equipment, Net		12,051	[3]
Prior Period Reclassification of System Optimization Measurement		$ 0	[4]

[1] Reclassifications have been made to the prior year presentation to include sales of restaurants previously reported in “Other operating expense, net” to conform to the current year presentation. See Note 1 for further details.

[2] Previously titled “Facilities action (income) charges, net.”

[3] 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 (income) expense, net” to a separate line in our condensed consolidated statement of operations, “System optimization losses (gains), net.”

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

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Basis of Presentation

3 Months Ended

Mar. 29, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements (the “Financial Statements”) of The Wendy’s Company (“The Wendy’s Company” and, together with its subsidiaries, the “Company,” “we,” “us” or “our”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and, therefore, do not include all information and footnotes required by GAAP for complete financial statements. In our opinion, the Financial Statements contain all adjustments necessary to present fairly our financial position as of March 29, 2015 and the results of our operations and cash flows for the three months ended March 29, 2015 and March 30, 2014. The results of operations for the three months endedMarch 29, 2015 are not necessarily indicative of the results to be expected for the full 2015 fiscal year. These Financial Statements should be read in conjunction with the audited consolidated financial statements for The Wendy’s Company and notes thereto, included in our Annual Report on Form 10-K for the fiscal year ended December 28, 2014 (the “Form 10-K”).

The principal subsidiary of the Company is Wendy’s International, LLC (“Wendy’s”) and its subsidiaries. The Company manages and internally reports its business geographically. The operation and franchising of Wendy’s^® restaurants in North America (defined as the United States of America (“U.S.”) and Canada) comprises virtually all of our current operations and represents a single reportable segment. The revenues and operating results of Wendy’s restaurants outside of North America are not material.

We report on a fiscal year consisting of 52 or 53 weeks ending on the Sunday closest to December 31. All three month periods presented herein contain 13 weeks. Our current 2015 fiscal year, ending on January 3, 2016, will contain 53 weeks and, accordingly, our fourth quarter of 2015 will contain 14 weeks. All references to years and quarters relate to fiscal periods rather than calendar periods.

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

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 condensed consolidated statements of operations, “System optimization losses (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 condensed 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 period reflects reclassifications to conform to the current year presentation. All amounts being reclassified in our statement of operations were separately disclosed in the notes to our consolidated financial statements included in our Form 10-Q for the fiscal quarter ended March 30, 2014 and Form 10-K. Such reclassifications had no impact on operating profit, net income or net income per share.

The following table illustrates the reclassifications made to the condensed consolidated statement of operations for the three months ended March 30, 2014:

				Reclassifications
	As Previously Reported			Gain on dispositions, net (b)			System Optimization Remeasurement (c)			As Currently Reported
System optimization losses (gains), net	$	—		$	(72,992	)	$	—		$	(72,992	)
Reorganization and realignment costs (a)	(44,033		)	60,941			(2,197		)	14,711
Impairment of long-lived assets	332			—			2,197			2,529
Other operating (income) expense, net	(8,694		)	12,051			—			3,357
	$	(52,395	)	$	—		$	—		$	(52,395	)

_______________

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

(b) 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 (income) expense, net” to a separate line in our condensed consolidated statement of operations, “System optimization losses (gains), net.”

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

XML

System Optimization Losses (Gains), Net System Optimization Gain on Sale of Restaurants, Net (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended				12 Months Ended
	Mar. 29, 2015 stores		Mar. 30, 2014 stores		Dec. 28, 2014 stores	Dec. 29, 2013 stores	Feb. 28, 2015 stores
Significant Acquisitions and Disposals [Line Items]
Number of restaurants sold to franchisees	17		178	[1]	255	244
Significant Changes, Planned Franchises to Sell							540
Future company-owned restaurant ownership percentage							5.00%
Gain on Sale of Restaurants [Abstract]
(Loss) gain on sales of restaurants, net	$ (813)		$ 72,992	[1]
Sale of Company-Owned Restaurants to Franchiees [Member]
Gain on Sale of Restaurants [Abstract]
Proceeds from the sale of assets	4,581		101,560	[1]
Net assets sold	(2,222)	[2]	(42,016)	[1],[2]
Goodwill related to sales of restaurants	(1,023)		(13,658)	[1]
Net (unfavorable) favorable leases	(528)	[3]	24,981	[1],[3]
Other	(402)		300	[1]
Gain on sales of restaurants, net, before post-closing adjustments	406		71,167	[1]
Post-closing adjustments on sales of restaurants	(1,573)		(1,587)	[1]
(Loss) gain on sales of restaurants, net	(1,167)		69,580	[1]
Favorable Lease Assets	2,379		47,392	[1]
Unfavorable Lease Liabilities	2,907		22,411	[1]
Sale of Other Assets [Member]
Gain on Sale of Restaurants [Abstract]
Proceeds from the sale of assets	1,702		6,897	[1]
(Loss) gain on sales of restaurants, net	$ 354	[4]	$ 3,412	[1],[4]

[1] Reclassifications have been made to the prior year presentation to include sales of restaurants previously reported in “Other operating expense, net” to conform to the current year presentation. See Note 1 for further details.

[2] Net assets sold consisted primarily of cash, inventory and equipment.

[3] During the three months ended March 29, 2015 and March 30, 2014, the Company recorded favorable lease assets of $2,379 and $47,392, respectively, and unfavorable lease liabilities of $2,907 and $22,411, respectively, as a result of leasing and/or subleasing land, buildings, and/or leasehold improvements to franchisees, in connection with sales of restaurants.

[4] During the three months ended March 29, 2015 and March 30, 2014, Wendy’s received cash proceeds of $1,702 and $6,897, respectively, primarily from the sale of surplus properties as well as the sale of a company-owned aircraft during the first quarter of 2014.

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Investments TIMWEN (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 29, 2015		Mar. 30, 2014
Investment in Joint Venture [Roll Forward]
Equity in earnings for the period, net of amortization of purchase price adjustment	$ 2,042		$ 2,156
Distributions received	(2,378)		(3,164)
Foreign currency translation adjustment included in “Other comprehensive loss, net”	(17,395)		(7,220)
TimWen [Member]
Schedule of Equity Method Investments [Line Items]
Equity Method Investment, Ownership Percentage	50.00%
Investment in Joint Venture [Roll Forward]
Balance at beginning of period	69,790		79,810
Equity in earnings for the period	2,625		2,815
Amortization of purchase price adjustments	(583)	[1]	(659)	[1]
Equity in earnings for the period, net of amortization of purchase price adjustment	2,042		2,156
Distributions received	(2,378)		(3,164)
Foreign currency translation adjustment included in “Other comprehensive loss, net”	(5,476)		(2,548)
Balance at end of period	$ 63,978		$ 76,254
Purchase price adjustment, amortization period	21

[1] Based upon an average original aggregate life of 21 years.

XML

Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Mar. 29, 2015	Dec. 28, 2014
Current assets:
Cash and cash equivalents	$ 202,862	$ 267,276
Accounts and notes receivable	76,387	73,358
Inventories	7,941	8,807
Prepaid expenses and other current assets	83,151	73,692
Deferred income tax benefit	89,209	73,661
Advertising funds restricted assets	78,872	65,308
Total current assets	538,422	562,102
Properties	1,288,009	1,271,238
Goodwill	818,789	822,562
Other intangible assets	1,345,478	1,351,365
Investments	70,242	74,054
Other assets	72,895	64,521
Total assets	4,133,835	4,145,842
Current liabilities:
Current portion of long-term debt	57,571	53,777
Accounts payable	72,271	80,463
Accrued expenses and other current liabilities	123,890	140,676
Advertising funds restricted liabilities	78,872	65,308
Total current liabilities	332,604	340,224
Long-term debt	1,392,309	1,394,366
Deferred income taxes	489,134	493,843
Other liabilities	203,928	199,833
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.10 par value; 1,500,000 shares authorized; 470,424 shares issued	47,042	47,042
Additional paid-in capital	2,857,133	2,826,965
Accumulated deficit	(438,612)	(445,917)
Common stock held in treasury, at cost; 105,128 and 104,614 shares, respectively	(698,345)	(679,220)
Accumulated other comprehensive loss	(51,358)	(31,294)
Total stockholders’ equity	1,715,860	1,717,576
Total liabilities and stockholders’ equity	$ 4,133,835	$ 4,145,842

XML

Income Taxes (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 29, 2015	Mar. 30, 2014
Income Tax Disclosure [Abstract]
Effective Income Tax Rate, Continuing Operations	30.80%	39.50%
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	35.00%
State Income Tax Benefit from Tax Examination	$ 1,872
Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities	3,686
Significant (Increase) Decrease in Unrecognized Tax Benefits is Reasonably Possible, Estimated Range of Change, Upper Bound	$ 2,153

XML

Condensed Consolidated Statements of Comprehensive Income (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 29, 2015	Mar. 30, 2014
Statement of Comprehensive Income [Abstract]
Change in unrecognized pension loss, income tax benefit (provision)	$ 124	$ (213)
Change in unrealized loss on cash flow hedges, income tax benefit	$ 1,502	$ 287

XML

Realignment and reorganization costs Summary (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 29, 2015	Mar. 30, 2014
Restructuring and Related Activities [Abstract]
Restructuring Charges	$ 4,613	$ 14,711	[1]
General and Administrative Realignment and Reinvestment [Member]
Restructuring and Related Activities [Abstract]
Restructuring Charges	4,163	0
System Optimization [Member]
Restructuring and Related Activities [Abstract]
Restructuring Charges	$ 450	$ 14,711

[1] Previously titled “Facilities action (income) charges, net.”

XML

Basis of Presentation Schedule of Prior Period Adjustments (Tables)

3 Months Ended

Mar. 29, 2015

Prior Period Adjustment [Abstract]

Schedule of Error Corrections and Prior Period Adjustments [Table Text Block]

The following table illustrates the reclassifications made to the condensed consolidated statement of operations for the three months ended March 30, 2014:

				Reclassifications
	As Previously Reported			Gain on dispositions, net (b)			System Optimization Remeasurement (c)			As Currently Reported
System optimization losses (gains), net	$	—		$	(72,992	)	$	—		$	(72,992	)
Reorganization and realignment costs (a)	(44,033		)	60,941			(2,197		)	14,711
Impairment of long-lived assets	332			—			2,197			2,529
Other operating (income) expense, net	(8,694		)	12,051			—			3,357
	$	(52,395	)	$	—		$	—		$	(52,395	)

_______________

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

(b) 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 (income) expense, net” to a separate line in our condensed consolidated statement of operations, “System optimization losses (gains), net.”

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

XML

Realignment and reorganization costs G&A Realignment Costs (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 29, 2015		Mar. 30, 2014
Restructuring Cost and Reserve [Line Items]
Restructuring Charges	$ 4,613		$ 14,711	[1]
General and Administrative Realignment and Reinvestment [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and Related Cost, Incurred Cost	2,484
Restructuring and Related Cost, Cost Incurred to Date	14,698
Restructuring Charges	4,163		0
Restructuring Charges, Incurred to Date	17,089
Severance and related employee costs [Member] | General and Administrative Realignment and Reinvestment [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and Related Cost, Expected Cost Remaining	700
Restructuring and Related Cost, Incurred Cost	1,982
Restructuring and Related Cost, Cost Incurred to Date	13,899
Recruitment and relocation costs [Member] | General and Administrative Realignment and Reinvestment [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and Related Cost, Expected Cost Remaining	4,000
Restructuring and Related Cost, Incurred Cost	470
Restructuring and Related Cost, Cost Incurred to Date	679
Other [Member] | General and Administrative Realignment and Reinvestment [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and Related Cost, Incurred Cost	32
Restructuring and Related Cost, Cost Incurred to Date	120
Share Based Compensation Expense [Member] | General and Administrative Realignment and Reinvestment [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Charges	1,679	[2]
Restructuring Charges, Incurred to Date	2,391	[2]
Minimum [Member] | General and Administrative Realignment and Reinvestment [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and Related Cost, Expected Cost Remaining	8,000
Minimum [Member] | Share Based Compensation Expense [Member] | General and Administrative Realignment and Reinvestment [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and Related Cost, Expected Cost Remaining	3,300
Maximum [Member] | General and Administrative Realignment and Reinvestment [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and Related Cost, Expected Cost Remaining	9,500
Maximum [Member] | Share Based Compensation Expense [Member] | General and Administrative Realignment and Reinvestment [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and Related Cost, Expected Cost Remaining	$ 4,800

[1] Previously titled “Facilities action (income) charges, net.”

[2] 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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Acquisitions Schedule of Significant Acquisitions and Disposals (Tables)

3 Months Ended

Mar. 29, 2015

Property, Plant and Equipment [Abstract]

Schedule of Business Acquisitions, by Acquisition [Table Text Block]

The following is a summary of the acquisition activity recorded for acquisitions of franchised restaurants:

	Three Months Ended
	March 29, 2015
Restaurants acquired from franchisees	4
Properties	$	1,350
Acquired franchise rights	780
Goodwill	179
Deferred taxes and other assets	109
Capital leases obligations	(706		)
Unfavorable leases	(440		)
Other liabilities	(40		)
Total consideration paid, net of cash received	$	1,232

XML

Condensed Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 29, 2015	Mar. 30, 2014
Cash flows from operating activities:
Net income	$ 27,507	$ 46,303
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	36,880	42,496
Share-based compensation	5,068	10,584
Impairment of long-lived assets	1,937	2,529
Deferred income tax	9,309	32,620
Excess tax benefits from share-based compensation	(26,978)	(18,144)
Non-cash rent expense, net	1,789	1,726
Net (recognition) receipt of deferred vendor incentives	(2,532)	16,800
System optimization losses (gains), net	813	(72,992)	[1]
Distributions received from TimWen joint venture	2,378	3,164
Equity in earnings in joint ventures, net	(2,042)	(2,156)
Accretion of long-term debt	300	296
Amortization of deferred financing costs	615	566
Other, net	(2,804)	(6,571)
Changes in operating assets and liabilities:
Accounts and notes receivable	(5,040)	(340)
Inventories	891	1,156
Prepaid expenses and other current assets	(5,641)	(6,057)
Accounts payable	4,043	(3,012)
Accrued expenses and other current liabilities	(24,753)	(34,227)
Net cash provided by operating activities	21,740	14,741
Cash flows from investing activities:
Capital expenditures	(61,280)	(53,058)
Acquisitions	(1,232)	0
Dispositions	6,283	108,457
Payments for cost method investments	(2,000)	0
Other, net	(151)	325
Net cash (used in) provided by investing activities	(58,380)	55,724
Cash flows from financing activities:
Repayments of long-term debt	(9,444)	(9,900)
Repurchases of common stock	(36,963)	(277,261)
Deferred financing costs	(112)	0
Dividends	(20,199)	(18,306)
Proceeds from stock option exercises	17,124	23,147
Excess tax benefits from share-based compensation	26,978	18,144
Net cash used in financing activities	(22,616)	(264,176)
Net cash used in operations before effect of exchange rate changes on cash	(59,256)	(193,711)
Effect of exchange rate changes on cash	(5,158)	(1,746)
Net decrease in cash and cash equivalents	(64,414)	(195,457)
Cash and cash equivalents at beginning of period	267,276	580,152
Cash and cash equivalents at end of period	202,862	384,695
Cash paid for:
Interest	11,968	11,368
Income taxes, net of refunds	4,093	2,270
Supplemental non-cash investing and financing activities:
Capital expenditures included in accounts payable	30,781	25,152
Capitalized lease obligations	$ 11,588	$ 7,523

[1] Reclassifications have been made to the prior year presentation to include sales of restaurants previously reported in “Other operating expense, net” to conform to the current year presentation. See Note 1 for further details.

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Condensed Consolidated Balance Sheets Balance Sheet Parentheticals (USD $) In Thousands, except Per Share data, unless otherwise specified	Mar. 29, 2015	Dec. 28, 2014
Statement of Financial Position [Abstract]
Common Stock, Par Value	$ 0.10	$ 0.10
Common Stock, Shares Authorized	1,500,000	1,500,000
Common Stock, Shares Issued	470,424	470,424
Treasury Stock, Shares	105,128	104,614

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Equity

3 Months Ended

Mar. 29, 2015

Equity [Abstract]

Equity

Equity

Stockholders’ Equity

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

	Three Months Ended
	March 29, 2015			March 30, 2014
Balance at beginning of period	$	1,717,576		$	1,929,486
Comprehensive income	7,443			38,963
Dividends	(20,199		)	(18,306		)
Repurchases of common stock	(36,963		)	(277,261		)
Share-based compensation	5,068			10,584
Exercises of stock options	16,533			22,780
Vesting of restricted shares	(502		)	(999		)
Tax benefit from share-based compensation	26,858			17,867
Other	46			40
Balance at end of period	$	1,715,860		$	1,723,154

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. During the first quarter of 2015, the Company repurchased 3,342 shares with an aggregate purchase price of $36,912, excluding commissions of $51. Subsequent to March 29, 2015 through April 30, 2015, the Company repurchased 2,313 shares with an aggregate purchase price of $24,719, excluding commissions.

In January 2014, our Board of Directors authorized a repurchase program for up to $275,000 of our common stock through the end of fiscal year 2014. As part of the repurchase program, the Board of Directors also authorized the commencement of a modified Dutch auction tender offer to repurchase shares of our common stock for an aggregate purchase price of up to $275,000. On February 11, 2014, the tender offer expired and on February 19, 2014, the Company repurchased 29,730 shares for an aggregate purchase price of $275,000. As a result, the repurchase program authorized in January 2014 was completed. During the first quarter of 2014, the Company incurred costs of $2,261 in connection with the tender offer, which were recorded to treasury stock.

Accumulated Other Comprehensive Loss

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

	Foreign Currency Translation			Cash Flow Hedges			Pension			Total
Balance at December 28, 2014	$	(28,363	)	$	(2,044	)	$	(887	)	$	(31,294	)
Current-period other comprehensive loss	(17,395		)	(2,466		)	(203		)	(20,064		)
Balance at March 29, 2015	$	(45,758	)	$	(4,510	)	$	(1,090	)	$	(51,358	)
Balance at December 29, 2013	$	(9,803	)	$	744		$	(1,278	)	$	(10,337	)
Current-period other comprehensive (loss) income	(7,220		)	(458		)	338			(7,340		)
Balance at March 30, 2014	$	(17,023	)	$	286		$	(940	)	$	(17,677	)

The cumulative gains and losses on these items are included in “Accumulated other comprehensive loss” in the condensed consolidated balance sheets.

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Document and Entity Information	3 Months Ended
	Mar. 29, 2015	Apr. 30, 2015
Document and Entity Information [Abstract]
Entity Registrant Name	WENDY'S CO
Entity Central Index Key	0000030697
Current Fiscal Year End Date	--01-03
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Mar. 29, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Common Stock, Shares Outstanding		363,167,737

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Transactions with Related Parties

3 Months Ended

Mar. 29, 2015

Related Party Transactions [Abstract]

Transactions with Related Parties

Transactions with Related Parties

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

Transactions with QSCC

Wendy’s received $46 of lease income from its purchasing cooperative, Quality Supply Chain Co-op, Inc. (“QSCC”) during both the three months ended March 29, 2015 and March 30, 2014, which has been recorded as a reduction of “General and administrative.”

TimWen Lease and Management Fee Payments

A wholly-owned subsidiary of Wendy’s leases restaurant facilities from TimWen for the operation of Wendy’s/Tim Hortons combo units in Canada. Wendy’s paid TimWen $1,668 and $1,418 under leases for the operation of company-owned restaurants during the three months ended March 29, 2015 and March 30, 2014, respectively, which have been included in “Cost of sales.” Wendy’s subleases some of the restaurant facilities to franchisees for which Wendy’s paid TimWen $960 during the three months ended March 29, 2015, which has been included in “Other operating expense, net.” Prior to 2015, franchisees paid TimWen directly for these subleases. TimWen paid Wendy’s a management fee under the TimWen joint venture agreement of $56 and $62 during the three months ended March 29, 2015 and March 30, 2014, respectively, which has been included as a reduction to “General and administrative.”

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Condensed Consolidated Statements of Operations (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 29, 2015	Mar. 30, 2014
Revenues:
Sales	$ 371,867	$ 432,630
Franchise revenues	94,379	90,566
Revenues	466,246	523,196
Costs and expenses:
Cost of sales	303,272	374,190
General and administrative	60,312	70,366
Depreciation and amortization	36,880	42,021
System optimization losses (gains), net	813	(72,992)	[1]
Reorganization and realignment costs	4,613	14,711	[2]
Impairment of long-lived assets	1,937	2,529
Other operating expense, net	6,149	3,357
Costs and expenses	413,976	434,182
Operating profit	52,270	89,014
Interest expense	(12,757)	(12,994)
Other income, net	239	523
Income before income taxes	39,752	76,543
Provision for income taxes	(12,245)	(30,240)
Net income	$ 27,507	$ 46,303
Net income per share:
Basic	$ 0.08	$ 0.12
Diluted	$ 0.07	$ 0.12
Dividends per share	$ 0.06	$ 0.05

[1] Reclassifications have been made to the prior year presentation to include sales of restaurants previously reported in “Other operating expense, net” to conform to the current year presentation. See Note 1 for further details.

[2] Previously titled “Facilities action (income) charges, net.”

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Investments

3 Months Ended

Mar. 29, 2015

Investments [Abstract]

Investments

Investments

Investment in TimWen

Wendy’s is a partner in a Canadian restaurant real estate joint venture (“TimWen”) with a subsidiary of Restaurant Brands International Inc., a quick-service restaurant company that owns the Tim Hortons^® brand. (Tim Hortons is a registered trademark of The TDL Group Corp./Groupe TDL Corporation.) Wendy’s 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.” As described in Note 2, the Company is in the process of selling its company-owned restaurants in Canada to franchisees; however it plans to retain its ownership in TimWen.

Presented below is an unaudited summary of activity related to our investment in TimWen included in “Investments” in our condensed consolidated financial statements:

	Three Months Ended
	March 29, 2015			March 30, 2014
Balance at beginning of period	$	69,790		$	79,810
Equity in earnings for the period	2,625			2,815
Amortization of purchase price adjustments (a)	(583		)	(659		)
	2,042			2,156
Distributions received	(2,378		)	(3,164		)
Foreign currency translation adjustment included in “Other comprehensive loss, net”	(5,476		)	(2,548		)
Balance at end of period	$	63,978		$	76,254

_______________

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

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Realignment and reorganization costs (Notes)

3 Months Ended

Mar. 29, 2015

Restructuring and Related Activities [Abstract]

Restructuring and Related Activities Disclosure [Text Block]

Reorganization and Realignment Costs

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

	Three Months Ended
	March 29, 2015		March 30, 2014
G&A realignment	$	4,163	$	—
System optimization initiative	450		14,711
Reorganization and realignment costs	$	4,613	$	14,711

G&A Realignment

In November 2014, the Company initiated a plan to reduce its general and administrative expenses. The plan includes 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 expects to achieve 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. We recognized costs totaling $4,163 during the first quarter of 2015 and $17,089 in aggregate since inception. The Company expects to incur additional costs aggregating approximately $8,000 to $9,500 during the remainder of 2015, comprised of severance and related employee costs of $700, recruitment and relocation costs of $4,000 for the reinvestment in resources to drive long-term growth and share-based compensation of $3,300 to $4,800. The Company anticipates the realignment will be substantially completed by the end of the second quarter of 2015.

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

	Three Months Ended		Total Incurred Since Inception
	March 29, 2015
Severance and related employee costs	$	1,982	$	13,899
Recruitment and relocation costs	470		679
Other	32		120
	2,484		14,698
Share-based compensation (a)	1,679		2,391
Total G&A realignment	$	4,163	$	17,089

_______________

(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.

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

	Balance December 28, 2014		Charges		Payments			Balance March 29, 2015
Severance and related employee costs	$	11,609	$	1,982	$	(3,386	)	$	10,205
Recruitment and relocation costs	149		470		(398		)	221
Other	5		32		(37		)	—
	$	11,763	$	2,484	$	(3,821	)	$	10,426

System Optimization Initiative

The Company has recognized costs related to its system optimization initiative which includes the sale of restaurants to franchisees. The Company anticipates recognizing additional costs related to sales of restaurants in Canada through the second quarter of 2015 of approximately $500 which include severance and related employee costs and professional fees. The Company also expects to incur additional professional fees in connection with reducing its ongoing company-owned restaurant ownership to approximately 5% of the total system; however it is currently unable to estimate such costs.

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

	Three Months Ended				Total Incurred Since Inception
	March 29, 2015		March 30, 2014
Severance and related employee costs	$	326	$	5,533	$	17,584
Professional fees	41		2,631		5,854
Other	83		2,437		4,624
	450		10,601		28,062
Accelerated depreciation and amortization (a)	—		475		17,414
Share-based compensation (b)	—		3,635		5,013
Total system optimization initiative	$	450	$	14,711	$	50,489

_______________

(a) Primarily includes accelerated amortization of previously acquired franchise rights related to company-owned restaurants in territories that were sold in connection with our system optimization initiative.

(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.

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

	Balance December 28, 2014		Charges		Payments			Balance March 29, 2015
Severance and related employee costs	$	2,235	$	326	$	(1,999	)	$	562
Professional fees	146		41		(52		)	135
Other	423		83		(3		)	503
	$	2,804	$	450	$	(2,054	)	$	1,200

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System Optimization Losses (Gains), Net (Tables)

3 Months Ended

Mar. 29, 2015

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment, Schedule of Significant Acquisitions and Disposals [Table Text Block]

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

	Three Months Ended
	March 29, 2015			March 30, 2014 (d)
Number of restaurants sold to franchisees	17			178
Proceeds from sales of restaurants	$	4,581		$	101,560
Net assets sold (a)	(2,222		)	(42,016		)
Goodwill related to sales of restaurants	(1,023		)	(13,658		)
Net (unfavorable) favorable leases (b)	(528		)	24,981
Other	(402		)	300
	406			71,167
Post-closing adjustments on sales of restaurants	(1,573		)	(1,587		)
(Loss) gain on sales of restaurants, net	(1,167		)	69,580
Gain on sales of other assets, net (c)	354			3,412
System optimization (losses) gains, net	$	(813	)	$	72,992

_______________

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

(b) During the three months ended March 29, 2015 and March 30, 2014, the Company recorded favorable lease assets of $2,379 and $47,392, respectively, and unfavorable lease liabilities of $2,907 and $22,411, respectively, as a result of leasing and/or subleasing land, buildings, and/or leasehold improvements to franchisees, in connection with sales of restaurants.

(c) During the three months ended March 29, 2015 and March 30, 2014, Wendy’s received cash proceeds of $1,702 and $6,897, respectively, primarily from the sale of surplus properties as well as the sale of a company-owned aircraft during the first quarter of 2014.

(d) Reclassifications have been made to the prior year presentation to include sales of restaurants previously reported in “Other operating expense, net” to conform to the current year presentation. See Note 1 for further details.

Schedule of Assets Held-for-sale [Table Text Block]

Assets Held for Sale

	March 29, 2015		December 28, 2014 (a)
Number of restaurants classified as held for sale	84		106
Net restaurant assets held for sale	$	19,972	$	25,266
Other assets held for sale	$	10,230	$	13,469

_______________

(a) Reclassifications have been made to the prior year presentation to include restaurants previously excluded from our system optimization initiative to conform to the current year presentation. See Note 1 for further details.

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Legal and Environmental Matters

3 Months Ended

Mar. 29, 2015

Loss Contingency [Abstract]

Legal and Environmental Matters

Legal and Environmental Matters

We are involved in litigation and claims incidental to our current and prior businesses. We provide accruals for such litigation and claims when payment is probable and reasonably estimable. As of March 29, 2015, the Company had accruals for all of its legal and environmental matters aggregating $2,744. We cannot estimate the aggregate possible range of loss due to most proceedings being in preliminary stages, with various motions either yet to be submitted or pending, discovery yet to occur, and significant factual matters unresolved. In addition, most cases seek an indeterminate amount of damages and many involve multiple parties. Predicting the outcomes of settlement discussions or judicial or arbitral decisions is thus inherently difficult. Based on currently available information, including legal defenses available to us, and given the aforementioned accruals and our insurance coverage, we do not believe that the outcome of these legal and environmental matters will have a material effect on our consolidated financial position or results of operations.

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Income Taxes

3 Months Ended

Mar. 29, 2015

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The Company’s effective tax rate for the three months ended March 29, 2015 and March 30, 2014 was 30.8% and 39.5%, respectively. The Company’s effective tax rate varies from the U.S. federal statutory rate of 35% due to the effect of (1) adjustments related to prior year tax matters including changes to uncertain tax positions, (2) state income taxes, (3) foreign rate differential, (4) employment credits and (5) non-deductible goodwill resulting from the system optimization initiative described in Note 2.

During the three months ended March 29, 2015, we concluded two state income tax examinations which resulted in the recognition of a net tax benefit of $1,872 and the reduction of our unrecognized tax benefits by $3,686. There were no other significant changes to unrecognized tax benefits or related interest and penalties for the Company during the three months ended March 29, 2015. During the next twelve months it is reasonably possible the Company will reduce its unrecognized tax benefits by up to $2,153, primarily due to the completion of state tax examinations.

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Fair Value Measurements

3 Months Ended

Mar. 29, 2015

Fair Value Disclosures [Abstract]

Fair Value Disclosures [Text Block]

Fair Value Measurements

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

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

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

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

Financial Instruments

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

	March 29, 2015				December 28, 2014
	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Fair Value Measurements
Financial assets
Cash equivalents	$	49,708	$	49,708	$	61,450	$	61,450	Level 1
Non-current cost method investments (a)	6,264		153,708		4,264		147,760		Level 3
Financial liabilities
Cash flow hedges (b)	7,311		7,311		3,343		3,343		Level 2
Term A Loans, due in 2018 (c)	534,510		533,508		541,733		540,717		Level 2
Term B Loans, due in 2019 (c)	757,834		756,650		759,758		752,160		Level 2
7% debentures, due in 2025 (c)	86,153		105,500		85,853		104,250		Level 2
Guarantees of franchisee loan obligations (d)	990		990		968		968		Level 3

_______________

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

(b) The fair values were developed using market observable data for all significant inputs.

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

(d) 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.

The carrying amounts of cash, accounts payable and accrued expenses approximated fair value due to the short-term nature of those items. The carrying amounts of accounts and notes receivable (both current and non-current) approximated fair value due to the effect of the related allowance for doubtful accounts. Our 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 is to manage its exposure to changes in interest rates, as well as to maintain an appropriate mix of fixed and variable rate debt.

Our derivative instruments as of March 29, 2015 and December 28, 2014 consist of seven forward starting interest rate swap agreements to change the floating rate interest payments associated with $350,000 and $100,000 in borrowings expected to be outstanding under our Term A Loans and Term B Loans, respectively, to fixed interest rate obligations beginning on June 30, 2015 and maturing on December 31, 2017. At inception, the forward starting swap agreements were designated as cash flow hedges and are evaluated for effectiveness quarterly.

As of March 29, 2015 and December 28, 2014, the fair value of the cash flow hedges resulted in a liability of $7,311 and $3,343, respectively, which was included in “Other liabilities” and a corresponding offset to “Accumulated other comprehensive loss.” Through March 29, 2015, no hedge ineffectiveness has occurred relating to these cash flow hedges. A pre-tax derivative loss of $4,206 based upon interest rates at March 29, 2015 is expected to be recognized in “Interest expense” in the next 12 months.

The Company may be exposed to credit losses in the event of nonperformance by the counterparties to its derivative financial instrument contracts. We anticipate that the counterparties will be able to fully satisfy their obligations under the contracts. We do not obtain collateral or other security to support derivative financial instruments subject to credit risk and our interest rate swaps are not cleared through a central clearinghouse; however we do monitor the credit standing of the counterparties. All of the Company’s financial instruments were in a liability position as of March 29, 2015 and December 28, 2014 and therefore presented gross in the condensed consolidated balance sheets.

Non-Recurring Fair Value Measurements

Assets and liabilities remeasured to fair value on a non-recurring basis during the three months ended March 29, 2015 and the year ended December 28, 2014 resulted in impairment which we have recorded to “Impairment of long-lived assets” in our condensed consolidated statements of operations.

Total losses for the three months ended March 29, 2015 and the year ended December 28, 2014 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) 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. The fair value of long-lived assets held and used presented in the tables below represents the remaining carrying value and was estimated based on either discounted cash flows of future anticipated lease and sublease income or current market values.

Total losses for the three months ended March 29, 2015 and the year ended December 28, 2014 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 7 for more information on impairment of our long-lived assets.

			Fair Value Measurements						Three Months Ended March 29, 2015  Total Losses
	March 29, 2015		Level 1		Level 2		Level 3
Held and used	$	214	$	—	$	—	$	214	$	1,179
Held for sale	1,218		—		—		1,218		758
Total	$	1,432	$	—	$	—	$	1,432	$	1,937

			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 sale	4,967		—		—		4,967		2,474
Total	$	13,618	$	—	$	—	$	13,618	$	19,613

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Impairment of Long-Lived Assets (Notes)

3 Months Ended

Mar. 29, 2015

Asset Impairment Charges [Abstract]

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

During the three months endedMarch 29, 2015 and March 30, 2014, the Company recorded impairment charges on long-lived assets resulting from (1) leasing or subleasing properties to franchisees in connection with the sale of company-owned restaurants and (2) closing company-owned restaurants and classifying such properties as held for sale. Additionally, during the three months ended March 29, 2015, the Company also recorded impairment charges resulting from the deterioration in operating performance of certain company-owned restaurants and additional charges for capital improvements in restaurants impaired in prior years which did not subsequently recover. 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.

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

	Three Months Ended
	March 29, 2015		March 30, 2014
Restaurants leased or subleased to franchisees	$	705	$	2,197
Company-owned restaurants	474		—
Surplus properties	758		332
	$	1,937	$	2,529

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Net Income Per Share

3 Months Ended

Mar. 29, 2015

Earnings Per Share [Abstract]

Net Income Per Share

Net Income Per Share

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

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

	Three Months Ended
	March 29, 2015	March 30, 2014
Common stock:
Weighted average basic shares outstanding	366,584	381,551
Dilutive effect of stock options and restricted shares	6,624	7,801
Weighted average diluted shares outstanding	373,208	389,352

Diluted net income per share for the three months ended March 29, 2015 and March 30, 2014 was computed by dividing net income by the weighted average number of basic shares outstanding plus the potential common share effect of dilutive stock options and restricted shares. For the three months ended March 29, 2015 and March 30, 2014, we excluded 765 and 5,855 of potential common shares, respectively, from our diluted net income per share calculation as they would have had anti-dilutive effects.

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Acquisitions (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 29, 2015 stores	Dec. 28, 2014
Significant Acquisitions and Disposals [Line Items]
Goodwill	$ 818,789	$ 822,562
Acquisitions [Member]
Significant Acquisitions and Disposals [Line Items]
Restaurants acquired from franchisees	4
Properties	1,350
Acquired franchise rights	780
Goodwill	179
Deferred taxes and other assets	109
Capital leases obligations	(706)
Unfavorable leases	(440)
Other liabilities	(40)
Total consideration paid, net of cash received	$ 1,232

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Legal and Environmental Matters (Details) (USD $) In Thousands, unless otherwise specified	Mar. 29, 2015
Loss Contingency [Abstract]
Accruals for legal and environmental matters	$ 2,744

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New Accounting Standards

3 Months Ended

Mar. 29, 2015

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

New Accounting Standards

New Accounting Standards

New Accounting Standards

In April 2015, the Financial Accounting Standards Board (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 amendment is effective and required to be applied on a retrospective basis, commencing with our 2016 fiscal year. We are currently evaluating the impact of the adoption of this amendment 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 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.

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.

New Accounting Standards Adopted

In April 2014, the FASB issued an amendment that modifies the criteria for reporting a discontinued operation. The amendment changes the definition of a discontinued operation including the implementation guidance and requires expanded disclosures. The Company adopted this amendment, prospectively, during the first quarter of 2015; however, the adoption did not have a material impact on the condensed consolidated financial statements.

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Investments (Tables)

3 Months Ended

Mar. 29, 2015

Investments [Abstract]

Schedule of Equity Method Investments [Table Text Block]

Presented below is an unaudited summary of activity related to our investment in TimWen included in “Investments” in our condensed consolidated financial statements:

	Three Months Ended
	March 29, 2015			March 30, 2014
Balance at beginning of period	$	69,790		$	79,810
Equity in earnings for the period	2,625			2,815
Amortization of purchase price adjustments (a)	(583		)	(659		)
	2,042			2,156
Distributions received	(2,378		)	(3,164		)
Foreign currency translation adjustment included in “Other comprehensive loss, net”	(5,476		)	(2,548		)
Balance at end of period	$	63,978		$	76,254

_______________

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

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Equity Accumulated Other Comprehensive Loss (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 29, 2015	Mar. 30, 2014
Accumulated Other Comprehensive Loss, Net of Tax [Roll Forward]
Balance, beginning of year	$ (31,294)	$ (10,337)
Current-period other comprehensive (loss) income	(20,064)	(7,340)
Balance, end of the period	(51,358)	(17,677)
Foreign Currency Translation
Accumulated Other Comprehensive Loss, Net of Tax [Roll Forward]
Balance, beginning of year	(28,363)	(9,803)
Current-period other comprehensive (loss) income	(17,395)	(7,220)
Balance, end of the period	(45,758)	(17,023)
Cash Flow Hedges
Accumulated Other Comprehensive Loss, Net of Tax [Roll Forward]
Balance, beginning of year	(2,044)	744
Current-period other comprehensive (loss) income	(2,466)	(458)
Balance, end of the period	(4,510)	286
Pension
Accumulated Other Comprehensive Loss, Net of Tax [Roll Forward]
Balance, beginning of year	(887)	(1,278)
Current-period other comprehensive (loss) income	(203)	338
Balance, end of the period	$ (1,090)	$ (940)

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Fair Value Measurements Financial Instruments (Details) (USD $) In Thousands, unless otherwise specified	Mar. 29, 2015		Dec. 28, 2014		Dec. 29, 2013
Reported Value Measurement [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash equivalents	$ 49,708		$ 61,450
Non-current cost method investments	6,264	[1]	4,264	[1]
Cash flow hedges	7,311		3,343
Guarantees of franchisee loan obligations	990	[2]	968	[2]
Reported Value Measurement [Member] | Arby's Restaurant Group, Inc [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Non-current cost method investments					0
Reported Value Measurement [Member] | Term A Loan, 2018 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument	534,510		541,733
Reported Value Measurement [Member] | Term B Loan, 2019 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument	757,834		759,758
Reported Value Measurement [Member] | 7% Debentures [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument	86,153		85,853
Estimate of Fair Value, Fair Value Disclosure [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash equivalents	49,708		61,450
Estimate of Fair Value, Fair Value Disclosure [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Non-current cost method investments	153,708	[1]	147,760	[1]
Guarantees of franchisee loan obligations	990	[2]	968	[2]
Estimate of Fair Value, Fair Value Disclosure [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash flow hedges	7,311	[3]	3,343	[3]
Estimate of Fair Value, Fair Value Disclosure [Member] | Term A Loan, 2018 [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument	533,508	[4]	540,717	[4]
Estimate of Fair Value, Fair Value Disclosure [Member] | Term B Loan, 2019 [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument	756,650	[4]	752,160	[4]
Estimate of Fair Value, Fair Value Disclosure [Member] | 7% Debentures [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument	$ 105,500	[4]	$ 104,250	[4]

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

[2] 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.

[3] The fair values were developed using market observable data for all significant inputs.

[4] The fair values were based on quoted market prices in markets that are not considered active markets.

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Condensed Consolidated Statements of Comprehensive Income (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 29, 2015	Mar. 30, 2014
Net income	$ 27,507	$ 46,303
Other comprehensive loss, net:
Foreign currency translation adjustment	(17,395)	(7,220)
Change in unrecognized pension loss, net of income tax benefit (provision) of $124 and $(213), respectively	(203)	338
Change in unrealized loss on cash flow hedges, net of income tax benefits of $1,502 and $287, respectively	(2,466)	(458)
Other comprehensive loss, net	(20,064)	(7,340)
Comprehensive income	$ 7,443	$ 38,963

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Acquisitions

3 Months Ended

Mar. 29, 2015

Property, Plant and Equipment [Abstract]

Acquisitions

Acquisitions

The following is a summary of the acquisition activity recorded for acquisitions of franchised restaurants:

	Three Months Ended
	March 29, 2015
Restaurants acquired from franchisees	4
Properties	$	1,350
Acquired franchise rights	780
Goodwill	179
Deferred taxes and other assets	109
Capital leases obligations	(706		)
Unfavorable leases	(440		)
Other liabilities	(40		)
Total consideration paid, net of cash received	$	1,232

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Fair Value Measurements (Tables)

3 Months Ended

Mar. 29, 2015

Fair Value Disclosures [Abstract]

Fair Value, by Balance Sheet Grouping [Table Text Block]

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

	March 29, 2015				December 28, 2014
	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Fair Value Measurements
Financial assets
Cash equivalents	$	49,708	$	49,708	$	61,450	$	61,450	Level 1
Non-current cost method investments (a)	6,264		153,708		4,264		147,760		Level 3
Financial liabilities
Cash flow hedges (b)	7,311		7,311		3,343		3,343		Level 2
Term A Loans, due in 2018 (c)	534,510		533,508		541,733		540,717		Level 2
Term B Loans, due in 2019 (c)	757,834		756,650		759,758		752,160		Level 2
7% debentures, due in 2025 (c)	86,153		105,500		85,853		104,250		Level 2
Guarantees of franchisee loan obligations (d)	990		990		968		968		Level 3

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

(b) The fair values were developed using market observable data for all significant inputs.

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

(d) 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.

Fair value of assets and liabilities (other than cash and cash equivalents) measure at fair value on a nonrecurring basis

			Fair Value Measurements						Three Months Ended March 29, 2015  Total Losses
	March 29, 2015		Level 1		Level 2		Level 3
Held and used	$	214	$	—	$	—	$	214	$	1,179
Held for sale	1,218		—		—		1,218		758
Total	$	1,432	$	—	$	—	$	1,432	$	1,937

			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 sale	4,967		—		—		4,967		2,474
Total	$	13,618	$	—	$	—	$	13,618	$	19,613

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Realignment and reorganization costs System Optimization Costs (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 29, 2015		Mar. 30, 2014		Feb. 28, 2015
Restructuring Cost and Reserve [Line Items]
Future company-owned restaurant ownership percentage					5.00%
Restructuring Charges	$ 4,613		$ 14,711	[1]
System Optimization [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and Related Cost, Expected Cost Remaining	500
Restructuring and Related Cost, Incurred Cost	450		10,601
Restructuring and Related Cost, Cost Incurred to Date	28,062
Restructuring Charges	450		14,711
Restructuring Charges, Incurred to Date	50,489
Severance and related employee costs [Member] | System Optimization [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and Related Cost, Incurred Cost	326		5,533
Restructuring and Related Cost, Cost Incurred to Date	17,584
Professional fees [Member] | System Optimization [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and Related Cost, Incurred Cost	41		2,631
Restructuring and Related Cost, Cost Incurred to Date	5,854
Other [Member] | System Optimization [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and Related Cost, Incurred Cost	83		2,437
Restructuring and Related Cost, Cost Incurred to Date	4,624
Accelerated Depreciation and Amortization [Member] | System Optimization [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Charges	0	[2]	475	[2]
Restructuring Charges, Incurred to Date	17,414	[2]
Share Based Compensation Expense [Member] | System Optimization [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Charges	0	[3]	3,635	[3]
Restructuring Charges, Incurred to Date	$ 5,013	[3]

[1] Previously titled “Facilities action (income) charges, net.”

[2] Primarily includes accelerated amortization of previously acquired franchise rights related to company-owned restaurants in territories that were sold in connection with our system optimization initiative.

[3] 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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Multiemployer Pension Plan

3 Months Ended

Mar. 29, 2015

Loss Contingency [Abstract]

Multiemployer Pension Plan

Multiemployer Pension Plan

As further described in the Form 10-K, in December 2013, The New Bakery Co. of Ohio, Inc. (the “Bakery Company”), a 100% owned subsidiary of Wendy’s, now known as The New Bakery Company, LLC, terminated its participation in the Bakery and Confectionery Union and Industry International Pension Fund (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 $915 during 2014 and the first quarter of 2015 which were recorded as a reduction 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 have been ratified by the Union and will be effective upon execution of the collective bargaining agreement. The Company is currently 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.