8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 11, 2016

THE WENDY’S COMPANY

(Exact name of registrant as specified in its charter)

Delaware	1-2207	38-0471180
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
One Dave Thomas Blvd., Dublin, Ohio		43017
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (614) 764-3100

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

On May 11, 2016, management of The Wendy’s Company (the “Company”) gave a slide presentation during the Company’s fiscal 2016 first quarter conference call. The presentation materials are attached hereto as Exhibit 99.1 and incorporated herein by reference. These materials may also be used by the Company at one or more subsequent conferences with analysts and investors.

The information contained in the attached presentation materials is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission filings and other public announcements. The Company undertakes no duty or obligation to publicly update or revise this information, although it may do so from time to time.

The information in this Current Report on Form 8-K, including the exhibit furnished pursuant to Item 9.01, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities under that section. Furthermore, the information in this Current Report on Form 8-K, including the exhibit furnished pursuant to Item 9.01, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Conference call slide presentation materials used beginning on May 11, 2016.

SIGNATURES

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

	THE WENDY’S COMPANY
Date: May 11, 2016	By:	/s/ Dana Klein
		Dana Klein
		Senior Vice President – Corporate and Securities
		Counsel, and Assistant Secretary interim General Counsel

EXHIBIT INDEX

Exhibit No.	Description
99.1	Conference call slide presentation materials used beginning on May 11, 2016.

EX-99.1

© 2015 Quality Is Our Recipe, LLC

First-Quarter 2016

Conference Call

May 11, 2016

Exhibit 99.1

© 2015 Quality Is Our Recipe, LLC

LILIANA ESPOSITO

Chief Communications Officer

Today’s Agenda

First Quarter Update

Todd Penegor

President & Chief Financial Officer

CFO Introduction

Gunther

Plosch

Incoming Chief Financial Officer

Q&A

3

This presentation, and certain information that management may discuss in connection with this presentation,

contains certain statements that are not historical facts, including information concerning possible or

assumed future results of our operations. Those statements constitute “forward-looking statements” within

the meaning of the Private Securities Litigation Reform Act of 1995 (The “Reform Act”). For all 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 our forward-looking statements. 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

those identified under the caption “Forward-Looking Statements” in our news release issued on May 11, 2016

and in the “Special Note Regarding Forward-Looking Statements and Projections” and “Risk Factors”

sections of our most recent Form 10-K / Form 10-Qs.

In addition, this presentation and certain information management may discuss in connection with this

presentation reference non-GAAP financial measures, such as adjusted earnings before interest, taxes,

depreciation and amortization (or adjusted EBITDA), adjusted EBITDA margin and adjusted earnings per

share. Adjusted EBITDA, adjusted EBITDA margin and adjusted earnings per share exclude certain expenses,

net of certain benefits. Reconciliations of non-GAAP financial measures to the most directly comparable

GAAP financial measures are provided in the Appendix to this presentation, and are included in our news

release issued on May 11, 2016 and posted on www.aboutwendys.com.

Forward-Looking Statements and Non-GAAP

Financial Measures

4

5

1968-2016

David Poplar

7

© 2015 Quality Is Our Recipe, LLC

TODD PENEGOR

President and Chief

Financial Officer

© 2015 Quality Is Our Recipe, LLC

NA COMPANY-OPERATED RESTAURANT

MARGIN INCREASES 250 BPS TO 17.2%

SYSTEM OPTIMIZATION, IMAGE

ACTIVATION, NEW RESTAURANT

DEVELOPMENT ON TRACK

9

Q1 NA SYSTEM SRS OF 3.6%; TWO-YEAR

SRS OF 6.8% HIGHEST IN 10+ YEARS

COMPANY RAISES 2016 ADJ. EPS

OUTLOOK TO $0.38 TO $0.40

COMPANY RAISES 2016 ADJ. EBITDA

OUTLOOK TO DOWN 1% TO UP 1%

Long-Term Growth Drivers

10

2016 & Beyond

SRS Acceleration

(~3% System Growth)

2017 & Beyond

N.A. Net Restaurant Development

(~500 Net New Restaurants)

2019 & Beyond

International Expansion

(Establish Foundation for Accelerated Growth)

12

Balance Across the Menu

Price/Value

Core

LTO

Customers

Are

Noticing

the

Stronger

Wendy’s 

Source:  Wendy’s Brand Health Tracking, Q1 2016 vs.Q1 2015

High Quality

Food

Worth What

You Pay

Modern and

Up To Date

Restaurants

13

+25%

+12%

+16%

N.A. System SRS

3.6%

3.2%

2-Year 6.8%

N.A. Co. Rest. Margin

17.2%

14.7%

+250 bps

G&A

$64.6

$59.7

(8.2%)

Adjusted EBITDA**

$98.1

$80.8

21.4%

Adjusted EBITDA Margin**

25.9%

17.9%

+800

bps

Adjusted EPS**

$0.11

$0.06

83.3%

$ Mils (except per share amounts)

First Quarter Financial Highlights

2016*

2015*

B/(W)

**  See Reconciliation of Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted EPS in the Appendix.

14

(Unaudited)

* Due

to

the

May

2015

sale

of

its

bakery

business,

the

Company

has

presented

its

bakery

results

as

discontinued

operations

in

its

financial

statements.

Q1 2016 vs. Q1 2015: Adjusted EBITDA

15

*

* Excludes ~$3M of Bakery EBITDA

(Unaudited)

$ in millions

Q1 2015

Restaruant

EBITDA (incl IA)

$81

$10

Lease Buyout

$7

($16)

($5)

$21

Disposed

Restaurant

EBITDA (Sys Op)

Q1 2016

G&A

$98

Royalties,

Franchise Fees &

Net Rental

Income

375 Fewer

Company

Restaurant

Q1 2016 vs. Q1 2015: Adjusted EPS

Interest

Expense

Q1 2016

$0.04

$0.06

Q1 2015

Adjusted

EBITDA

Share

Repurchases

Depreciation

$0.01

($0.03)

$0.03

$0.11

16

(Unaudited)

Committed to Returning Cash to Shareholders

17

Ended Q1 with $313 million of cash

Repurchased 4.9 Million shares for $48.2 Million in Q1

Approximately $308 Million remains against $1.4 Billion share repurchase

authorization

Remain committed to utilize remaining authorization as proceeds come in

from System Optimization sales

System Optimization Update

System

Optimization III

•

On track to complete by the end of 2016

•

55 restaurants sold in Q1

•

Continue to expect pre-tax proceeds of

$400-$475M

•

Expect Company ownership of ~5% at YE

Ongoing System

Optimization

•

Facilitated 113 franchisee-to-franchisee

transfers via “Buy and Flip” in Q1

•

Catalyst

for growth by evolving

franchisee base & driving new restaurant

development / reimaging

18

Reimaging Momentum Continues

10

74

308

794

1,313

1,853

2011

2012

2013

2014

2015

2016E

Total System Annual

Reimages & New Builds*

Total System Cumulative

Reimages & New Builds*

10

64

234

486

519

540

2011

2012

2013

2014

2015

2016E

~24% of NA

system Image

Activated at the

end of Q1 2016

* Counts include Franchise Reimages open or under construction

19

Compelling Reimaging Economics

Mid-Single Digit to Low-Double Digit Sales Lift

Minimal Closure Time

~70-80% of Sales Retained During Closure Time

Profit Flow Through 40-50%**

Optional Upgrades to Tailor to Trade Area

STANDARD

REFRESH

$300K US Investment*

$500K US Investment*

* Does not include deferred maintenance or franchisee chosen upgrades, ** Profit Before Occupancy Flow Through

20

2016

Outlook

•

Reaffirming

•

NA System SRS of ~3%

•

Company-operated restaurant margin of 18.5 to 19.0 percent

•

CAPEX of ~$135 million to $145 million

•

Free Cash Flow of ~$50 million to $75 million

•

Revising

•

Commodity costs to decrease ~3%

•

Reported effective tax rate of ~38 to 40% / Adjusted tax rate of ~32 to 34%

•

G&A expense of ~$245 to $250 million

COMPANY NOW EXPECTS ADJ. EPS  OF $0.38-$0.40 AND              

ADJ. EBITDA OF DOWN 1% TO UP 1%

21

2020 North America System Goals Are On Track!

AUVs

Restaurant

Margins

Sales to

Investment

Ratio

New

Restaurants

Total

Reimaged

Restaurants

Achievement requires two growth drivers:

22

(~500 Net)

$2MM

20%

1.3x

1,000

60%

+

BRAND

RELEVANCE

ECONOMIC MODEL

RELEVANCE

© 2015 Quality Is Our Recipe, LLC

GUNTHER

PLOSCH

Incoming Chief

Financial Officer

© 2015 Quality Is Our Recipe, LLC

Peter Koumas

Manager –

Investor Relations

Peter.Koumas@wendys.com

(614) 764 -

8478

2016 Investor Relations Calendar: Key Dates

May 20

Kansas City (SunTrust)

June 6

CFO Reception (New York)

June 7

Goldman Sachs (New York)

June 8

Stephens (New York)

June 13-14

Los Angeles, Pasadena, Santa Monica

(Guggenheim –

debt / CL King –

equity)

August 10

2Q earnings release

25

Q&A

26

Appendix

27

Reconciliation of Income from Continuing Operations to Adjusted EBITDA from

Continuing Operations

28

In Thousands (Unaudited)

Reconciliation of Income and Diluted Earnings Per Share from Continuing Operations to

Adjusted Income and Adjusted Earnings Per Share from Continuing Operations

29

In Thousands except per-share amounts

(Unaudited)

30