Stockholders' Equity

12 Months Ended

Dec. 31, 2017

Stockholders' Equity Note [Abstract]

Stockholders' Equity

Stockholders’ Equity

Dividends

During 2017, 2016 and 2015, The Wendy’s Company paid dividends per share of $0.28, $0.245 and $0.225, respectively.

Treasury Stock

There were 470,424 shares of common stock issued at the beginning and end of 2017, 2016 and 2015. Treasury stock activity for 2017, 2016 and 2015 was as follows:

	Treasury Stock
	2017		2016		2015
Number of shares at beginning of year	223,850		198,109		104,614
Repurchases of common stock	8,607		29,545		99,881
Common shares issued:
Stock options, net	(1,853	)	(2,914	)	(5,043	)
Restricted stock, net	(612	)	(796	)	(1,258	)
Director fees	(15	)	(20	)	(21	)
Other	(65	)	(74	)	(64	)
Number of shares at end of year	229,912		223,850		198,109

Repurchases of Common Stock

In February 2017, our Board of Directors authorized a repurchase program for up to $150,000 of our common stock through March 4, 2018, when and if market conditions warrant and to the extent legally permissible. During 2017, the Company repurchased 8,607 shares with an aggregate purchase price of $127,367, of which $1,259 was accrued at December 31, 2017 and excluding commissions of $123. As of December 31, 2017, the Company had $22,633 of availability remaining under its February 2017 authorization. Subsequent to December 31, 2017 through February 20, 2018, the Company repurchased 1,265 shares with an aggregate purchase price of $20,661, excluding commissions of $18. The Company expects to complete the February 2017 authorization during the first quarter of 2018. In February 2018, our Board of Directors authorized the repurchase of up to $175,000 of our common stock through March 3, 2019, when and if market conditions warrant and to the extent legally permissible.

On June 1, 2015, our Board of Directors authorized a repurchase program for up to $1,400,000 of our common stock through January 1, 2017, when and if market conditions warranted and to the extent legally permissible. In November 2016, the Company entered into an accelerated share repurchase agreement (the “2016 ASR Agreement”) with a third-party financial institution to repurchase common stock as part of the Company’s existing $1,400,000 share repurchase program. Under the 2016 ASR Agreement, the Company paid the financial institution an initial purchase price of $150,000 in cash and received an initial delivery of 11,087 shares of common stock, representing an estimate of 85% of the total shares expected to be delivered under the 2016 ASR Agreement. The total number of shares of common stock ultimately purchased by the Company under the 2016 ASR Agreement was based on the average of the daily volume-weighted average prices of the common stock during the term of the 2016 ASR Agreement, less an agreed upon discount. On December 27, 2016, the Company completed the 2016 ASR Agreement and received an additional 316 shares of common stock. Additionally, during 2016, the Company repurchased 18,142 shares with an aggregate purchase price of $184,986, excluding commissions of $272. As a result, the Company completed substantially all of the $1,400,000 share repurchase program.

Also as part of the June 2015 authorization, the Company commenced an $850,000 share repurchase program on June 3, 2015, which included (1) a modified Dutch auction tender offer to repurchase up to $639,000 of our common stock and (2) a separate stock purchase agreement to repurchase up to $211,000 of our common stock from the Trian Group. For additional information on the separate stock purchase agreement see Note 22. On June 30, 2015, the tender offer expired and on July 8, 2015, the Company repurchased 55,808 shares at $11.45 per share for an aggregate purchase price of $639,000. On July 17, 2015, the Company repurchased 18,416 shares at $11.45 per share, pursuant to the separate stock purchase agreement, for an aggregate purchase price of $210,867. As a result, the $850,000 share repurchase program that commenced on June 3, 2015 was completed during the third quarter of 2015. During 2015, the Company incurred costs of $2,288 in connection with the tender offer and Trian Group stock purchase agreement, which were recorded to treasury stock.

In August 2015, the Company entered into an accelerated share repurchase agreement (the “2015 ASR Agreement”) with a third-party financial institution to repurchase common stock as part of the Company’s existing share repurchase programs. Under the 2015 ASR Agreement, the Company paid the financial institution an initial purchase price of $164,500 in cash and received an initial delivery of 14,385 shares of common stock, representing an estimate of 85% of the total shares expected to be delivered under the 2015 ASR Agreement. The total number of shares of common stock ultimately purchased by the Company under the 2015 ASR Agreement was based on the average of the daily volume-weighted average prices of the common stock during the term of the 2015 ASR Agreement, less an agreed discount. On September 25, 2015, the Company completed the 2015 ASR Agreement and received an additional 3,551 shares of common stock. During 2015, the Company incurred costs of $58 in connection with the 2015 ASR Agreement, which were recorded to treasury stock.

Also as part of the June 2015 authorization, the Company repurchased 2,066 shares during 2015 with an aggregate purchase price of $21,959, of which $1,700 was accrued at January 3, 2016 and excluding commissions of $28.

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. As part of the August 2014 authorization, $76,111 remained available as of December 28, 2014. During the first and second quarters of 2015, the Company repurchased 5,655 shares with an aggregate purchase price of $61,631, excluding commissions of $86. During the third quarter of 2015, the Company repurchased $14,480 through the 2015 ASR Agreement described above. As a result, the $100,000 share repurchase program authorized in August 2014 was completed.

Preferred Stock

There were 100,000 shares authorized and no shares issued of preferred stock throughout 2017, 2016 and 2015.

Accumulated Other Comprehensive Loss

The following table provides a rollforward of the components of accumulated other comprehensive income (loss) attributable to The Wendy’s Company, net of tax as applicable:

	Foreign Currency Translation			Cash Flow Hedges (a)			Pension			Total
Balance at December 28, 2014	$	(28,363	)	$	(2,044	)	$	(887	)	$	(31,294	)
Current-period other comprehensive loss	(37,800		)	(1,527		)	(202		)	(39,529		)
Balance at January 3, 2016	(66,163		)	(3,571		)	(1,089		)	(70,823		)
Current-period other comprehensive income (loss)	5,864			1,774			(56		)	7,582
Balance at January 1, 2017	(60,299		)	(1,797		)	(1,145		)	(63,241		)
Current-period other comprehensive income	15,150			1,797			96			17,043
Balance at December 31, 2017	$	(45,149	)	$	—		$	(1,049	)	$	(46,198	)

_______________

(a) Current-period other comprehensive income (loss) includes the effect of changes in unrealized losses on cash flow hedges, net of tax, for 2015. In addition, 2017, 2016 and 2015 include the reclassification of unrealized losses on cash flow hedges of $1,797, $1,774 and $915, respectively, from “Accumulated other comprehensive loss” to our consolidated statements of operations consisting of $2,894, $2,894 and $1,487, respectively, recorded to “Interest expense, net,” net of the related income tax benefit of $1,097, $1,120 and $572, respectively, recorded to “Provision for income taxes.” See Note 12 for more information.