DUBLIN, Ohio, Aug. 9, 2017 /PRNewswire/ -- The Wendy's Company (NASDAQ: WEN) today reported unaudited results for the second quarter ended July 2, 2017.

"After recording our 18th consecutive quarter of positive same-restaurant sales and as we continue to strengthen the Wendy's(®) brand through new restaurant development and Image Activation, we are pleased with our progress and remain confident in our long-term targets," President and Chief Executive Officer Todd Penegor said. "More than one-third of the global system is now Image Activated and we continue advancing towards our global expansion goals with 35 new restaurant openings during the second quarter and 68 openings year-to-date. We, along with our exceptional and dedicated franchisees across the globe, remain committed to delighting every customer and to our brand purpose of creating joy and opportunity through our food, family and community."

Second Quarter 2017 Summary
See "Disclosure Regarding Non-GAAP Financial Measures" and the reconciliation tables that accompany this release for a discussion and reconciliation of certain non-GAAP financial measures included in this release.


    Operational Highlights                               Three Months Ended


                                                            July 2, 2017                            July 3, 2016
                                                            ------------                            ------------


                                                            (Unaudited)


    North America Same-
     Restaurant Sales Growth(1)                                            3.2%                                    0.4%
    ---------------------------


    Global Restaurant Openings
    --------------------------

    North America - Total / Net                                        10 / -11                                  12 / 2

    International - Total / Net                                         25 / 24                                   7 / 6

    Global Restaurant Openings -
     Total /Net                                                         35 / 13                                  19 / 8


    Global Systemwide Sales (In
     US$ Millions)(2)
    ---------------------------

    North America                                                      $2,521.2                                 $2,426.5

    International(3)                                                     $118.8                                   $103.5

    Global Systemwide Sales                                            $2,640.0                                 $2,530.0


    Global Systemwide Sales
     Growth(1)
    -----------------------

    North America                                                          4.1%                                    1.8%

    International(3)                                                      16.4%                                    2.5%

    Global Systemwide Sales
     Growth                                                                4.6%                                    1.8%


    (1) Same-restaurant sales growth and systemwide sales growth are calculated on a constant
     currency basis and include sales by both Company-operated and franchise restaurants.

    (2) Systemwide sales include sales at both Company-operated and franchise restaurants. Sales by
     franchise restaurants are not recorded as Company revenues. However, the Company's royalty
     revenues are computed as percentages of sales made by franchisees and, as a result, sales by
     franchisees have a direct effect on the Company's royalty revenues and therefore on the
     Company's profitability.

    (3) Excludes Venezuela.

Financial Highlights


    --  Total revenues were $320.3 million in the second quarter of 2017,
        compared to $382.7 million in the second quarter of 2016. The 16.3
        percent decrease resulted primarily from the ownership of 251 fewer
        Company-operated restaurants at the end of the second quarter 2017
        compared to the beginning of the second quarter 2016, which resulted in
        fewer sales at Company-operated restaurants, partly offset by higher
        franchise royalty revenue and fees and franchise rental income.
    --  Company-operated restaurant margin was 19.6 percent in the second
        quarter of 2017, compared to 21.9 percent in the second quarter of 2016.
        The 230 basis-point decrease was primarily the result of increased labor
        rates and higher commodity costs.
    --  General and administrative expense was $51.3 million in the second
        quarter of 2017, compared to $61.1 million in the second quarter of
        2016. The 16.1 percent decrease resulted primarily from cost savings
        related to the Company's system optimization initiative, lower
        professional fees and legal reserves, and a year-over-year decrease in
        incentive compensation accruals.
    --  Operating profit was $25.8 million in the second quarter of 2017,
        compared to $65.6 million in the second quarter of 2016. The 60.7
        percent decrease resulted primarily from system optimization losses that
        were related to the DavCo-NPC transactions (see below for further
        information). Reorganization and realignment costs related to the G&A
        expense savings initiative also contributed to the year-over-year
        decrease in operating profit.
    --  The Company reported a net loss of $1.8 million in the second quarter of
        2017, compared to net income of $26.5 million in the second quarter of
        2016. The year-over-year decrease resulted primarily from system
        optimization losses that were related to the DavCo-NPC transactions (see
        below for further information) and reorganization and realignment costs
        related to the G&A expense savings initiative.
    --  Adjusted EBITDA was $116.1 million in the second quarter of 2017,
        compared to $102.5 million in the second quarter of 2016, despite the
        ownership of 251 fewer Company-operated restaurants at the end of the
        second quarter of 2017 compared to the beginning of the second quarter
        of 2016. Franchise fees driven by Buy and Flip activity also contributed
        to the 13.3 percent year-over-year increase in adjusted EBITDA.
    --  Adjusted EBITDA margin (adjusted EBITDA divided by total revenues) was
        36.2 percent in the second quarter of 2017, compared to 26.8 percent in
        the second quarter of 2016. The 940 basis-point improvement reflects the
        positive impact of the Company's system optimization initiative.
    --  The Company recorded a reported diluted loss per share of $0.01 in the
        second quarter of 2017, compared to a reported diluted earnings per
        share of $0.10 in the second quarter of 2016.
    --  Adjusted earnings per share were $0.15 in the second quarter of 2017,
        compared to $0.10 in the second quarter of 2016. The 50.0 percent
        increase resulted primarily from the items discussed above and reflects
        a 6.2 percent year-over-year reduction in the weighted average diluted
        shares outstanding.
    --  Year-to-date cash flows from operations through the second quarter of
        2017 were $120.6 million, compared to $105.8 million through the second
        quarter of 2016. The 14.0 percent increase was the result of an increase
        in net income adjusted for non-cash expenses and a favorable change in
        working capital.
    --  Year-to-date capital expenditures through the second quarter of 2017
        were $32.1 million, compared to $68.5 million through the second quarter
        of 2016.
    --  Year-to-date free cash flow (cash flows from operations minus capital
        expenditures) through the second quarter of 2017 was $88.5 million,
        compared to $37.3 million through the second quarter of 2016. The 137.2
        percent increase resulted primarily from a year-over-year decrease in
        capital expenditures, in addition to the items discussed above.

Image Activation
Image Activation, which includes reimaging existing restaurants and building new restaurants, remains an integral part of our global growth strategy. With 36 percent of the global system featuring the new image, the Company and its franchisees continue to expect that approximately 42 percent of the global system will be image activated by the end of 2017. The Company is reiterating its 2017 net new unit growth expectations of approximately 1 percent in North America and raising its International expectations from approximately 12.5 percent to approximately 14 percent.

The Company continues to facilitate franchisee-to-franchisee restaurant transfers ("Buy and Flips") to ensure that restaurants are operated by well-capitalized franchisees that are committed to long-term growth. In addition, Buy and Flips also contribute to the Company's improved quality of earnings by generating franchise fees and net rental income. During the second quarter, the Company facilitated 294 Buy and Flips, which includes the DavCo-NPC transactions, and expects to complete approximately 475 in 2017.

DavCo-NPC transactions
As previously announced on June 1, 2017, the Company successfully completed a series of transactions of strategic importance. Under the transactions, the Company acquired 140 restaurants in the Maryland, Virginia, and Washington, D.C. markets from DavCo Restaurants, LLC ("DavCo"), which were immediately sold to NPC International, Inc. ("NPC"). The Company did not operate the restaurants prior to the disposition to NPC. As part of the transaction, NPC has agreed to remodel 90 restaurants by the end of 2021 and build 15 new restaurants by the end of 2022. Prior to the closing of the transactions, seven restaurants in these markets were closed. The acquisition of Wendy's restaurants from DavCo was not contingent on executing the sale agreement with NPC; as such, the Company accounted for the transactions as an acquisition and subsequent disposition of a business. Due to the unique nature of the transactions, the Company incurred a total pre-tax loss of $43.1 million and a net cash outflow, exclusive of franchise fees received, of $17.8 million in the second quarter.

"NPC is a great franchise partner and best-in-class operator. We are excited about NPC's commitment to help these important growth markets reach their full potential through aggressive reimaging, building new restaurants, implementing key in-restaurant technology, and starting to participate in national programs such as the 50¢ Frosty(®)," Penegor said.

Company provides update regarding G&A expense savings initiative
During the second quarter, the Company commenced its previously announced G&A expense savings initiative in order to further reduce G&A expense to approximately 1.5 percent of global systemwide sales by 2020. The Company recognized costs totaling $17.2 million during the second quarter, which primarily included severance and related employee costs and share-based compensation. The Company did not incur significant cash expenditures in the second quarter, but expects cash expenditures to begin in the second half of 2017. The Company expects to incur total costs aggregating approximately $28 million to $33 million, of which $23 million to $27 million will be cash expenditures.

Company repurchases 2.3 million shares for $34.6 million in second quarter
The Company repurchased 2.3 million shares for $34.6 million in the second quarter at an average price of $15.11 per share. As of the end of the quarter, the Company had approximately $98 million remaining on its existing $150 million share repurchase authorization, which expires March 4, 2018.

2017 outlook
This release includes forward-looking guidance for certain non-GAAP financial measures, including adjusted EBITDA, adjusted earnings per share and adjusted tax rate. The Company excludes certain expenses and benefits from adjusted EBITDA, adjusted earnings per share and adjusted tax rate, such as impairment of long-lived assets, reorganization and realignment costs and system optimization gains, net. Due to the uncertainty and variability of the nature and amount of those expenses and benefits, the Company is unable without unreasonable effort to provide projections of net income, earnings per share or reported tax rate or a reconciliation of projected adjusted EBITDA, adjusted earnings per share or adjusted tax rate to projected net income, earnings per share or reported tax rate.

During 2017, the Company now expects:


    --  Commodity cost inflation of approximately 3 to 4 percent compared to
        2016.
    --  Company-operated restaurant margin of approximately 18.0 to 18.5
        percent.
    --  Net franchise rental income of approximately $100 to $105 million.
    --  Adjusted EBITDA of approximately $404 to $410 million, an increase of
        approximately 3 to 5 percent compared to 2016.
    --  Interest expense of approximately $115 to $120 million.
    --  Depreciation and amortization expense of approximately $120 to $125
        million, including accelerated depreciation of approximately $1 million.

In addition, the Company continues to expect:


    --  Same-restaurant sales growth of approximately 2 to 3 percent for the
        North America system.
    --  Labor inflation of approximately 4 percent.
    --  General and administrative expense at the low end of its previously
        issued range of approximately $210 to $220 million.
    --  An adjusted tax rate of approximately 32 to 34 percent.
    --  Adjusted earnings per share of approximately $0.45 to $0.47, an increase
        of approximately 13 percent to 18 percent compared to 2016.
    --  Cash flows from operations of approximately $240 to $275 million.
    --  Capital expenditures of approximately $80 to $90 million.
    --  Free cash flow of approximately $160 to $185 million.

Company on track to achieve 2020 goals
The Company continues to expect to achieve the following goals by the end of 2020:


    --  Global systemwide sales (in constant currency and excluding Venezuela)
        of ~$12 billion.
    --  Global restaurant count of ~7,500.
    --  Global Image Activation of at least 70 percent.
    --  Adjusted EBITDA margin of 38 to 40 percent.
    --  Free cash flow of ~$275 million (capital expenditures of ~$65 million).

Conference call and webcast scheduled for 9:00 a.m. today, August 9
The Company will host a conference call today at 9 a.m. ET, with a simultaneous webcast from the Investors section of the Company's website at www.aboutwendys.com. The live conference call will be available at (877) 572-6014 or, for international callers, at (281) 913-8524. An archived webcast will be available on the Company's website at www.aboutwendys.com.

Forward-looking statements
This news release contains certain statements that are not historical facts, including, most importantly, information concerning possible or assumed future results of operations of The Wendy's Company and its subsidiaries (collectively, the "Company") and the Company's stated 2020 goals. 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"). In addition, all statements that address future operating, financial or business performance; strategies, initiatives or expectations; future synergies, efficiencies or overhead savings; anticipated costs or charges; future capitalization; and anticipated financial impacts of recent or pending transactions are forward-looking statements within the meaning of the Reform Act. The forward-looking statements are based on the Company's expectations at the time, speak only as of the dates they are made and are susceptible to a number of risks, uncertainties and other factors. The Company's actual results, performance and achievements may differ materially from any future results, performance or achievements expressed in or implied by the forward-looking statements. For all forward-looking statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Reform Act. Many important factors could affect future results and could cause those results to differ materially from those expressed in or implied by the forward-looking statements. Such factors, all of which are difficult or impossible to predict accurately, and many of which are beyond the Company's control, include, but are not limited to:

(1) changes in the quick-service restaurant industry, such as consumer trends toward value-oriented products and promotions or toward consuming fewer meals away from home;
(2) prevailing economic, market and business conditions affecting the Company, including competition from other food service providers, unemployment and decreased consumer spending levels;
(3) the ability to effectively manage the acquisition and disposition of restaurants;
(4) cost and availability of capital;
(5) cost fluctuations associated with food, supplies, energy, fuel, distribution or labor;
(6) the financial condition of the Company's franchisees;
(7) food safety events, including instances of food-borne illness involving the Company or its supply chain;
(8) conditions beyond the Company's control such as weather, natural disasters, disease outbreaks, epidemics or pandemics impacting the Company's customers or food supplies, or acts of war or terrorism;
(9) risks associated with failures, interruptions or security breaches of the Company's computer systems or technology, or the occurrence of cyber incidents or a deficiency in cyber security that impacts the Company or its franchisees, including the cybersecurity incident previously announced;
(10) the effects of negative publicity that can occur from increased use of social media;
(11) the availability of suitable locations and terms for the development of new restaurants;
(12) risks associated with the Image Activation program;
(13) adoption of new, or changes in, laws, regulations or accounting standards (including the amended guidance for revenue recognition that will become effect for fiscal 2018 and the new guidance on leases that will become effective for fiscal 2019), policies and practices;
(14) changes in debt, equity and securities markets;
(15) goodwill and long-lived asset impairments;
(16) changes in interest rates;
(17) the difficulty in predicting the ultimate costs associated with the sale of Company-operated restaurants to franchisees, including 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;
(18) 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;
(19) risks associated with the Company's debt refinancing, 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;
(20) risks associated with the amount and timing of share repurchases under the $150 million share repurchase program approved by the Board of Directors; and
(21) other factors cited in the Company's news releases, public statements and/or filings with the Securities and Exchange Commission, including those identified in the "Risk Factors" sections of the Company's Forms 10-K and 10-Q.

The Company's franchisees are independent third parties that the Company does not control. Numerous factors beyond the control of the Company and its franchisees may affect new restaurant openings. Accordingly, there can be no assurance that commitments under development agreements with franchisees will result in new restaurant openings. In addition, numerous factors beyond the control of the Company and its franchisees may affect franchisees' ability to reimage existing restaurants in accordance with the Company's expectations.

All future written and oral forward-looking statements attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to above. New risks and uncertainties arise from time to time, and it is impossible for the Company to predict these events or their impact.

The Company assumes no obligation to update forward-looking statements as a result of new information, future events or developments, except as required by federal securities laws. The Company does not endorse any projections regarding future performance that may be made by third parties.

Disclosure regarding non-GAAP financial measures
In addition to the GAAP financial measures presented in this release, the Company has included certain non-GAAP financial measures in this release, including adjusted EBITDA, adjusted EBITDA margin, adjusted earnings per share, adjusted tax rate and systemwide sales. Adjusted EBITDA, adjusted EBITDA margin, adjusted earnings per share and adjusted tax rate exclude certain expenses and benefits as detailed in the reconciliation tables that accompany this release. The Company uses these non-GAAP financial measures as internal measures of business operating performance and as performance measures for benchmarking against the Company's peers and competitors. Adjusted EBITDA and adjusted earnings per share are also used by the Company in establishing performance goals for purposes of executive compensation.

The Company believes its presentation of adjusted EBITDA, adjusted EBITDA margin, adjusted earnings per share, adjusted tax rate and systemwide sales provides a meaningful perspective of the underlying operating performance of our current business and enables investors to better understand and evaluate our historical and prospective operating performance. The Company believes these non-GAAP financial measures are important supplemental measures of operating performance because they eliminate items that vary from period to period without correlation to our core operating performance and highlight trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures. Due to the nature and/or size of the items being excluded, such items do not reflect future gains, losses, expenses or benefits and are not indicative of our future operating performance. The Company believes investors, analysts and other interested parties use adjusted EBITDA, adjusted EBITDA margin, adjusted earnings per share, adjusted tax rate and systemwide sales in evaluating issuers, and the presentation of these measures facilitates a comparative assessment of the Company's operating performance in addition to the Company's performance based on GAAP results.

This release also includes guidance regarding the Company's free cash flow. Free cash flow is a non-GAAP financial measure that is used by the Company as an internal measure of liquidity. The Company defines free cash flow as cash flows from operations minus capital expenditures, both as reported under GAAP. The Company believes free cash flow is an important liquidity measure for investors and other interested persons because it communicates how much cash flow is available for working capital needs or to be used for repurchasing shares, paying dividends, repaying or refinancing debt, financing possible acquisitions or investments or other uses of cash.

Adjusted EBITDA, adjusted EBITDA margin, adjusted earnings per share, adjusted tax rate, free cash flow and systemwide sales are not recognized terms under U.S. General Accepted Accounting Principles, and the Company's presentation of these non-GAAP financial measures does not replace the presentation of the Company's financial results in accordance with GAAP. Because all companies do not calculate adjusted EBITDA, adjusted EBITDA margin, adjusted earnings per share, adjusted tax rate, free cash flow and systemwide sales (and similarly titled financial measures) in the same way, those measures as used by other companies may not be consistent with the way the Company calculates such measures. The non-GAAP financial measures included in this release should not be construed as substitutes for or better indicators of the Company's performance than the most directly comparable GAAP financial measures.

Key business measures
The Company tracks its results of operations and manages its business using certain key business measures, including same-restaurant sales and systemwide sales, which are measures commonly used in the quick-service restaurant industry that are important to understanding Company performance. Same-restaurant sales and systemwide sales each include sales by both Company-operated and franchise restaurants. The Company reports same-restaurant sales for new restaurants after they have been open for 15 continuous months and for reimaged restaurants as soon as they reopen.

Sales by franchise restaurants are not recorded as Company revenues and are not included in the Company's consolidated financial statements. However, the Company's royalty revenues are computed as percentages of sales made by Wendy's franchisees and, as a result, sales by franchisees have a direct effect on the Company's royalty revenues and therefore on the Company's profitability.

About The Wendy's Company
The Wendy's Company is the world's third-largest quick-service hamburger company. The Wendy's system includes approximately 6,500 franchise and Company-operated restaurants in the United States and 30 countries and U.S. territories worldwide. For more information, visit www.aboutwendys.com.



                                                                                       
    The Wendy's Company and Subsidiaries
                                                                                  Condensed Consolidated Statements of Operations
                                                                          Three and Six Month Periods Ended July 2, 2017 and July 3, 2016
                                                                                      (In Thousands Except Per Share Amounts)
                                                                                                    (Unaudited)


                                                                Three Months Ended                                            Six Months Ended

                                                        2017                2016 (a)                      2017                2016 (a)
                                                        ----                 -------                      ----                 -------

    Revenues:

    Sales                                                       $160,859                                          $259,235                       $309,071  $518,567

    Franchise royalty revenue
     and fees                                        112,548                               88,952                               207,238            177,847

    Franchise rental income                           46,935                               34,531                                89,852             65,091
                                                      ------                               ------                                ------             ------

                                                     320,342                              382,718                               606,161            761,505
                                                     -------                              -------                               -------            -------

    Costs and expenses:

    Cost of sales                                    129,360                              202,554                               252,767            417,290

    Franchise rental expense                          21,897                               17,493                                40,765             32,150

    General and administrative                        51,280                               61,124                               103,730            125,770

    Depreciation and
     amortization                                     31,309                               30,749                                60,474             63,094

    System optimization losses
     (gains), net                                     41,050                              (1,924)                               39,643           (10,350)

    Reorganization and
     realignment costs                                17,699                                2,487                                17,880              5,737

    Impairment of long-lived
     assets                                              253                                5,525                                   763             12,630

    Other operating expense
     (income), net                                     1,700                                (938)                                3,625           (14,293)
                                                       -----                                 ----                                 -----            -------

                                                     294,548                              317,070                               519,647            632,028
                                                     -------                              -------                               -------            -------

    Operating profit                                  25,794                               65,648                                86,514            129,477

    Interest expense                                (28,935)                            (28,643)                             (57,910)          (56,752)

    Other income, net                                  2,844                                  276                                 3,233                538
                                                       -----                                  ---                                 -----                ---

    (Loss) income before income
     taxes                                             (297)                              37,281                                31,837             73,263

    Provision for income taxes                       (1,548)                            (10,801)                             (11,341)          (21,420)

    Net (loss) income                                           $(1,845)                                          $26,480                        $20,496   $51,843
                                                                 =======                                           =======                        =======   =======


    Basic and diluted net
     (loss) income per share                                      $(.01)                                             $.10                           $.08      $.19


    Number of shares used to
     calculate basic (loss)
     income per share                                245,261                              265,915                               245,933            268,065
                                                     =======                              =======                               =======            =======


    Number of shares used to
     calculate diluted (loss)
     income per share                                245,261                              270,265                               253,896            272,507
                                                     =======                              =======                               =======            =======


    (a) 2016 condensed consolidated statements of operations reflect reclassifications to conform to the current year presentation.


                                                      
    The Wendy's Company and Subsidiaries
                                                      Condensed Consolidated Balance Sheets
                                                     As of July 2, 2017 and January 1, 2017
                                                     (In Thousands Except Per Share Amounts)
                                                                   (Unaudited)


                                                                        July 2,                         January 1,
                                                                             2017
                                                                                                         2017 (a)
                                                                                                         --------

    ASSETS

    Current assets:

    Cash and cash equivalents                                                          $204,543                                        $198,240

    Restricted cash                                                        39,144                                   57,612

    Accounts and notes receivable, net                                    106,649                                   98,825

    Inventories                                                             2,922                                    2,851

    Prepaid expenses and other current assets                              27,438                                   19,244

    Advertising funds restricted assets                                    60,227                                   75,760

    Total current assets                                                  440,923                                  452,532

    Properties                                                          1,254,750                                1,192,339

    Goodwill                                                              742,407                                  741,410

    Other intangible assets                                             1,338,645                                1,322,531

    Investments                                                            56,999                                   56,981

    Net investment in direct financing leases                             213,069                                  123,604

    Other assets                                                           61,870                                   49,917

    Total assets                                                                     $4,108,663                                      $3,939,314
                                                                                     ==========                                      ==========


    LIABILITIES AND STOCKHOLDERS' EQUITY

    Current liabilities:

    Current portion of long-term debt                                                   $28,988                                         $24,652

    Accounts payable                                                       23,963                                   27,635

    Accrued expenses and other current liabilities                        116,352                                  102,034

    Advertising funds restricted liabilities                               60,227                                   75,760

    Total current liabilities                                             229,530                                  230,081

    Long-term debt                                                      2,699,760                                2,487,630

    Deferred income taxes                                                 415,479                                  446,513

    Other liabilities                                                     276,845                                  247,354
                                                                          -------                                  -------

    Total liabilities                                                   3,621,614                                3,411,578

    Commitments and contingencies

    Stockholders' equity:

    Common stock, $0.10 par value; 1,500,000 shares
     authorized; 470,424 shares issued; 244,313 and
     246,574 shares outstanding, respectively                              47,042                                   47,042

    Additional paid-in capital                                          2,882,494                                2,878,589

    Accumulated deficit                                                 (302,939)                               (290,857)

    Common stock held in treasury, at cost; 226,111
     and 223,850 shares, respectively                                 (2,085,301)                              (2,043,797)

    Accumulated other comprehensive loss                                 (54,247)                                (63,241)
                                                                          -------                                  -------

    Total stockholders' equity                                            487,049                                  527,736

    Total liabilities and stockholders' equity                                       $4,108,663                                      $3,939,314
                                                                                     ==========                                      ==========


    (a) January 1, 2017 condensed consolidated balance sheet reflects reclassifications to conform to the current year presentation.



                                                 
    The Wendy's Company and Subsidiaries
                                            Condensed Consolidated Statements of Cash Flows
                                         Six Month Periods Ended July 2, 2017 and July 3, 2016
                                                             (In Thousands)
                                                              (Unaudited)


                                                                                Six Months Ended

                                                                       2017                     2016
                                                                       ----                     ----

    Cash flows from operating activities:

    Net income                                                                  $20,496                          $51,843

    Adjustments to reconcile net income to net cash provided by
     operating activities:

    Depreciation and amortization                                    60,474                              64,694

    Share-based compensation                                         11,372                               9,925

    Impairment of long-lived assets                                     763                              12,630

    Deferred income tax                                             (2,496)                           (10,353)

    Non-cash rental income, net                                     (5,286)                            (2,561)

    Net receipt of deferred vendor incentives                         7,077                               8,230

    System optimization losses (gains), net                          39,643                            (10,350)

    Gain on sale of investments, net                                (2,553)                                  -

    Distributions received from TimWen joint
     venture                                                          5,524                               5,786

    Equity in earnings in joint ventures, net                       (3,786)                            (4,275)

    Accretion of long-term debt                                         617                                 608

    Amortization of deferred financing costs                          3,974                               3,769

    Reclassification of unrealized losses on
     cash flow hedges                                                 1,447                               1,447

    Other, net                                                        3,552                               1,731

    Changes in operating assets and liabilities:

    Restricted cash                                                      44                                 135

    Accounts and notes receivable, net                              (9,557)                           (26,956)

    Inventories                                                        (71)                                148

    Prepaid expenses and other current assets                       (2,116)                            (4,638)

    Accounts payable                                                (4,484)                            (1,884)

    Accrued expenses and other current
     liabilities                                                    (4,051)                              5,867
                                                                     ------                               -----

    Net cash provided by operating activities                       120,583                             105,796
                                                                    -------                             -------

    Cash flows from investing activities:

    Capital expenditures                                           (32,117)                           (68,495)

    Acquisitions                                                   (86,788)                            (2,209)

    Dispositions                                                     77,980                              45,078

    Proceeds from sale of investments                                 3,282                                   -

    Payments for investments                                          (375)                              (113)

    Notes receivable, net                                           (2,225)                            (3,439)

    Changes in restricted cash                                       18,711                               7,040

    Other, net                                                            -                               (17)
                                                                        ---                                ---

    Net cash used in investing activities                          (21,532)                           (22,155)
                                                                    -------                             -------

    Cash flows from financing activities:

    Repayments of long-term debt                                   (13,646)                           (12,651)

    Deferred financing costs                                          (740)                              (867)

    Repurchases of common stock                                    (50,527)                          (108,057)

    Dividends                                                      (34,447)                           (32,152)

    Proceeds from stock option exercises                              6,385                               6,696

    Payments related to tax withholding for
     share-based compensation                                       (2,956)                            (3,064)

    Net cash used in financing activities                          (95,931)                          (150,095)
                                                                    -------                            --------

    Net cash provided by (used in) operations
     before effect of exchange rate changes on
     cash                                                             3,120                            (66,454)

    Effect of exchange rate changes on cash                           3,183                               5,418
                                                                      -----                               -----

    Net increase (decrease) in cash and cash
     equivalents                                                      6,303                            (61,036)

    Cash and cash equivalents at beginning of
     period                                                         198,240                             327,216

    Cash and cash equivalents at end of period                                 $204,543                         $266,180
                                                                               ========                         ========


                                                                
    The Wendy's Company and Subsidiaries
                                                        Reconciliation of Net (Loss) Income to Adjusted EBITDA
                                                                            (In Thousands)
                                                                             (Unaudited)


                                      Three Months Ended                                      Six Months Ended

                                   2017                      2016                      2017                      2016
                                   ----                      ----                      ----                      ----


    Net (loss) income                      $(1,845)                                           $26,480                 $20,496   $51,843

    Provision for income taxes    1,548                                10,801                                 11,341     21,420
                                  -----                                ------                                 ------     ------

    (Loss) income before income
     taxes                        (297)                               37,281                                 31,837     73,263

    Other income, net           (2,844)                                (276)                               (3,233)     (538)

    Interest expense             28,935                                28,643                                 57,910     56,752
                                 ------                                ------                                 ------     ------

    Operating profit             25,794                                65,648                                 86,514    129,477

    Plus (less):

    Depreciation and
     amortization                31,309                                30,749                                 60,474     63,094

    System optimization losses
     (gains), net                41,050                               (1,924)                                39,643   (10,350)

    Reorganization and
     realignment costs           17,699                                 2,487                                 17,880      5,737

    Impairment of long-lived
     assets                         253                                 5,525                                    763     12,630
                                    ---                                 -----                                    ---     ------

    Adjusted EBITDA                        $116,105                                           $102,485                $205,274  $200,588
                                           ========                                           ========                ========  ========


    Adjusted EBITDA margin        36.2%                                26.8%                                 33.9%     26.3%



                                                                                         
    The Wendy's Company and Subsidiaries
                                                                     Reconciliation of Net (Loss) Income and Diluted (Loss) Earnings Per Share to
                                                                                    Adjusted Income and Adjusted Earnings Per Share
                                                                                        (In Thousands Except Per Share Amounts)
                                                                                                      (Unaudited)


                                                                  Three Months Ended                               Six Months Ended

                                                           2017 (a)                    2016                      2017                    2016
                                                            -------                    ----                      ----                    ----


    Net (loss) income                                                  $(1,845)                                         $26,480                                          $20,496                                          $51,843
                                                                        -------                                          -------                                          -------                                          -------

    Plus (less):

    Depreciation of assets that will be
     replaced as part of the Image
     Activation initiative                                       (2)                              1,393                                  447                                3,215

    System optimization losses (gains),
     net                                                      41,050                             (1,924)                              39,643                             (10,350)

    Reorganization and realignment
     costs                                                    17,699                               2,487                               17,880                                5,737

    Impairment of long-lived assets                              253                               5,525                                  763                               12,630

    Total adjustments                                         59,000                               7,481                               58,733                               11,232

    Income tax impact on adjustments
     (b)                                                    (20,002)                            (7,015)                            (20,036)                             (6,840)
                                                             -------                              ------                              -------                               ------

    Total adjustments, net of income
     taxes                                                    38,998                                 466                               38,697                                4,392
                                                              ------                                 ---                               ------                                -----


    Adjusted income                                                     $37,153                                          $26,946                                          $59,193                                          $56,235
                                                                        =======                                          =======                                          =======                                          =======


    Diluted (loss) earnings per share                                    $(.01)                                            $.10                                             $.08                                             $.19

    Total adjustments per share, net of
     income taxes                                                .16                                 .00                                  .15                                  .02

    Adjusted earnings per share                                            $.15                                             $.10                                             $.23                                             $.21
                                                                           ====                                             ====                                             ====                                             ====


    Reported number of shares used to
     calculate diluted (loss) income
     per share                                               245,261                             270,265                              253,896                              272,507

    Plus: Dilutive effect of stock
     options and restricted shares                             8,292                                   -                                   -                                   -

    Adjusted number of shares used to
     calculate adjusted earnings per
     share                                                   253,553                             270,265                              253,896                              272,507
                                                             =======                             =======                              =======                              =======


    (a) Adjusted earnings per share for the second quarter of 2017 includes the dilutive effect of stock options and restricted shares, which were excluded from the reported number of shares used to calculate diluted loss per share,
     as the impact would have been anti-dilutive. Included above is a reconciliation of the number of shares used to calculate adjusted earnings per share amounts.


    (b) The (benefit from) provision for income taxes on "System optimization losses (gains), net" was $(13,013) and $(3,372) for the three months ended July 2, 2017 and July 3, 2016, respectively, and $(12,606) and $1,490 for the six
     months ended July 2, 2017 and July 3, 2016, respectively.  The (benefit from) provision for income taxes on "System optimization losses (gains), net" includes the impact of non-deductible goodwill disposed of in connection with
     our system optimization initiative, adjustments related to prior year tax matters, changes to state deferred taxes and changes to valuation allowances on state net operating loss carryforwards. The benefit from income taxes on
     all other adjustments was calculated using an effective tax rate of 38.94% and 38.92% for the three and six months ended July 2, 2017, respectively, and 38.70% and 38.60% for the three and six months ended July 3, 2016,
     respectively.

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