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Wendys Co

For the period ended Dec 29, 2024. Filed Feb 21, 2025.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Feb 21, 2025

WEN$8.15+2.6%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

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Previous report: 10-K

Period ended 2023-12-31; filed 2024-02-26.

0000030697-24-000004

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-K

Period ended 2024-12-29; filed 2025-02-21.

0000030697-25-000003

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 162 previous paragraphs and 150 current paragraphs.

84 unchanged; 56 reworded; 10 added; 22 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 31 previous and 31 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (10)

Current report

Wendy’s strategic framework includes providing fresh, famous food to consumers, delivering an exceptional customer experience through operational excellence and expanding the Company’s footprint across the globe. Our opportunities to execute on this framework for long-term profitable growth include (1) driving same-restaurant sales and share growth, (2) accelerating digital growth, (3) improving restaurant profitability and (4) driving global unit growth.

Current report

(a)Excludes Argentina due to the impact of that country’s highly inflationary economy.

Current report

The increase in franchise rental income during 2024 was primarily due to the impact of (1) amending certain existing leases of $4.0 million and (2) entering into new leases of $2.2 million.

Current report

The increase in advertising funds expense during 2024 was primarily due to (1) the same factors as described above for “Advertising Funds Revenue” and (2) the recognition of the expected Company breakfast advertising spend in excess of advertising funds revenue of $21.9 million.

Current report

The decrease in other operating income, net during 2024 was primarily due to prior year gains on new and modified sales-type leases.

Current report

Interest expense, net decreased during 2024 primarily due to lower outstanding long-term debt. See Note 9 to the Consolidated Financial Statements contained in Item 8 herein for further information.

Current report

Numerous countries have enacted the Organization of Economic Corporation and Development’s framework on a global minimum tax (referred to as “Pillar 2”), with the earliest effective date for taxable years beginning after December 31, 2023. While the Company does not expect this enactment will have a material impact on the Consolidated Financial Statements contained in Item 8 herein, we will continue to evaluate and monitor as additional guidance and clarification becomes available.

Current report

The increase in Global Real Estate & Development revenues during 2024 was primarily due to higher franchise rental income as a result of (1) amending certain existing leases and (2) entering into new leases.

Current report

Cash provided by operating activities was $355.3 million and $345.4 million in 2024 and 2023, respectively. The change was primarily due to a decrease in cash paid for cloud computing arrangements (“CCA”).

Current report

Cash used in financing activities was $303.1 million and $504.3 million in 2024 and 2023, respectively. The change was primarily due to (1) a decrease in repurchases of the Company’s common stock of $112.2 million, (2) a decrease in repayments of long-term debt of $65.5 million, reflecting the impact of repurchases of the Company’s 7% debentures and Class A-2 senior secured notes during 2023, and (3) an increase in proceeds from stock option exercises of $18.2 million.
Removed paragraphs (22)

Previous report

The Wendy’s Company is the parent company of its 100% owned subsidiary holding company, Wendy’s Restaurants, LLC (“Wendy’s Restaurants”). Wendy’s Restaurants is the parent company of Wendy’s International, LLC (formerly known as Wendy’s International, Inc). Wendy’s International, LLC is the indirect parent company of (1) Quality Is Our Recipe, LLC (“Quality”), which is the owner and franchisor of the Wendy’s restaurant system in the United States (the “U.S.”) and all international jurisdictions except for Canada, and (2) Wendy’s Restaurants of Canada Inc., which is the owner and franchisor of the Wendy’s restaurant system in Canada. As used herein, unless the context requires otherwise, the term “Company” refers to The Wendy’s Company and its direct and indirect subsidiaries, and “Wendy’s” refers to Quality when the context relates to the ownership or franchising of the Wendy’s restaurant system and to Wendy’s International, LLC when the context refers to the Wendy’s brand.

Previous report

Wendy’s long-term growth opportunities include delivering accelerated global growth through (1) driving same-restaurant sales momentum across all dayparts, (2) accelerating our consumer-facing digital platforms and technologies and (3) expanding the Company’s footprint across the globe.

Previous report

Wendy’s long-term growth opportunities include driving same-restaurant sales across all dayparts through quality differentiation, exciting menu innovation and compelling value offerings. Global same-restaurant sales increased 4.3% during 2023 and increased 9.2% on a two-year basis.

Previous report

(a)Excludes Argentina and Venezuela due to the impact of the highly inflationary economies of those countries.

Previous report

The decrease in franchise rental income during 2023 was primarily due to the impact of assigning certain leases to franchisees, partially offset by an increase in executory costs. See Note 19 to the Consolidated Financial Statements contained in Item 8 herein for further discussion.

Previous report

The increase in franchise rental expense during 2023 was primarily due to an increase in executory costs. See Note 19 to the Consolidated Financial Statements contained in Item 8 herein for further discussion.

Previous report

Costs incurred under the Company’s system optimization initiative and other reorganization and realignment plans were not material during 2023 and 2022. The Company does not expect to incur any material additional costs under these plans. See Note 5 to the Consolidated Financial Statements contained in Item 8 herein for further information regarding the Company’s reorganization and realignment plans.

Previous report

The decrease in other operating income, net during 2023 was primarily due to (1) a gain from insurance recoveries during 2022 and (2) lease buyout activity in 2022. These impacts were partially offset by an increase in the equity in earnings from our TimWen joint venture.

Previous report

Interest expense, net increased during 2023 primarily due to the impact of completing a debt financing transaction under the Company’s securitized financing facility in the first quarter of 2022, partially offset by the impact of repurchasing $40.4 million in principal of the Company’s 7% debentures and $29.2 million in principal of the Company’s Class A-2 senior secured notes during 2023. See Note 12 to the Consolidated Financial Statements contained in Item 8 herein for further discussion.

Previous report

The increase in Wendy’s U.S. segment profit during 2023 was primarily due to (1) higher revenues, (2) lower cost of sales, as a percent of sales for Company-operated restaurants driven by the same factors as described above for “Cost of Sales, as a Percent of Sales” (excluding the impact of the U.K. market) and (3) a decrease in the Company’s funding of incremental advertising.

Previous report

We expect advertising funds expense to exceed advertising funds revenue due to the Company’s plans to fund approximately $27.0 million of incremental advertising in 2024 to continue to drive growth in our breakfast daypart.

Previous report

Cash (used in) provided by financing activities was $(504.3) million and $288.7 million in 2023 and 2022, respectively. During 2023, cash used in financing activities was primarily comprised of (1) dividends of $209.3 million, (2) repurchases of common stock of $189.6 million and (3) long-term debt activities of $94.7 million, including the impact of repurchases of the Company’s 7% debentures and Class A-2 senior secured notes. During 2022, cash provided by financing activities was primarily comprised of long-term debt activities of $463.0 million, reflecting the impact of the completion of the Company’s debt financing transaction during the first quarter of 2022, partially offset by (1) dividends of $106.8 million and (2) repurchases of common stock of $52.0 million.

Previous report

Our anticipated cash requirements for 2024, exclusive of operating cash flow requirements, consist principally of:

Previous report

•capital expenditures of approximately $90.0 million to $100.0 million as discussed below in “Capital Expenditures;”

Previous report

•quarterly cash dividends aggregating approximately $205.0 million as discussed below in “Dividends;” and

Previous report

•stock repurchases under the January 2023 Authorization as discussed below in “Stock Repurchases.”

Previous report

The Company’s cash expenditures related to cloud computing arrangements (“CCA”) amounted to $32.9 million during 2023, primarily related to the Company’s human capital management system implementation. In 2024, we expect to spend approximately $25.0 million on CCA, primarily related to data platforms, ERP projects and investments associated with the

Previous report

Company’s growth initiatives. See Note 1 to the Consolidated Financial Statements contained in Item 8 herein for further information related to our accounting policy for CCA.

Previous report

During the year ended December 31, 2023, Wendy’s repurchased $40.4 million in principal of its 7% debentures for $40.5 million and repurchased $29.2 million in principal of its Class A-2 senior secured notes for $24.9 million.
Reworded paragraphs (56)

Previous wording

Wendy’s is primarily engaged in the business of operating, developing and franchising a system of distinctive quick-service restaurants serving high quality food. Wendy’s opened its first restaurant in Columbus, Ohio in 1969. Today, Wendy’s is the second largest quick-service restaurant company in the hamburger sandwich segment in the U.S. based on traffic and dollar share, and the third largest globally with 7,240 restaurants in the U.S. and 32 foreign countries and U.S. territories as of December 31, 2023.

Current wording

Wendy’s is primarily engaged in the business of operating, developing and franchising a system of distinctive quick-service restaurants serving high quality food. Wendy’s opened its first restaurant in Columbus, Ohio in 1969. Today, Wendy’s is the second largest quick-service restaurant company in the hamburger sandwich segment in the U.S. based on traffic and dollar share, and the third largest globally with 7,240 restaurants in the U.S. and 31 foreign countries and U.S. territories as of December 29, 2024.

Previous wording

As of December 31, 2023, the Wendy’s restaurant system was comprised of 7,240 restaurants, with 6,030 Wendy’s restaurants in operation in the U.S. Of the U.S. restaurants, 403 were operated by the Company and 5,627 were operated by a total of 212 franchisees. In addition, at December 31, 2023, there were 1,210 Wendy’s restaurants in operation in 32 foreign countries and U.S. territories. Of the international restaurants, 1,198 were operated by 106 franchisees and 12 were operated by the Company in the United Kingdom (the “U.K.”).

Current wording

As of December 29, 2024, the Wendy’s restaurant system was comprised of 7,240 restaurants, with 5,933 Wendy’s restaurants in operation in the U.S. Of the U.S. restaurants, 381 were operated by the Company and 5,552 were operated by a total of 207 franchisees. In addition, at December 29, 2024, there were 1,307 Wendy’s restaurants in operation in 31 foreign countries and U.S. territories. Of the international restaurants, 1,294 were operated by 107 franchisees and 13 were operated by the Company in the U.K.

Previous wording

Franchised restaurant average unit volumes is a non-GAAP financial measure, which includes sales by franchised restaurants, which are reported by our franchisees and represent their revenues from sales at franchised Wendy’s restaurants. The Company’s consolidated financial statements do not include sales by franchised restaurants to their customers. We calculate franchised restaurant average unit volumes by summing the average weekly sales of all franchised restaurants which reported sales during the week.

Current wording

Franchised restaurant average unit volumes is a non-GAAP financial measure, which includes sales by franchised restaurants, which are reported by our franchisees and represent their revenue from sales at franchised Wendy’s restaurants. The Company’s consolidated financial statements do not include sales by franchised restaurants to their customers. We calculate franchised restaurant average unit volumes by summing the average weekly sales of all franchised restaurants which reported sales during the week.

Previous wording

Same-restaurant sales and systemwide sales exclude sales from Argentina and Venezuela due to the highly inflationary economies of those countries. The Company considers economies that have had cumulative inflation in excess of 100% over a three-year period as highly inflationary.

Current wording

Same-restaurant sales and systemwide sales exclude sales from Argentina due to that country’s highly inflationary economy. The Company considers economies that have had cumulative inflation in excess of 100% over a three-year period as highly inflationary.

Previous wording

•Revenue increased 4.1% to $2.2 billion in 2023 compared to $2.1 billion in 2022;

Current wording

•Revenue increased 3.0% to $2.25 billion in 2024 compared to $2.18 billion in 2023;

Previous wording

•Global same-restaurant sales increased 4.3%, U.S. same-restaurant sales increased 3.7% and international same-restaurant sales increased 8.1% compared to 2022. On a two-year basis, global same-restaurant sales increased 9.2%;

Current wording

•Global same-restaurant sales increased 1.5%, U.S. same-restaurant sales increased 1.4% and international same-restaurant sales increased 2.8% compared to 2023. On a two-year basis, global same-restaurant sales increased 5.8%;

Previous wording

•Global Company-operated restaurant margin was 14.6% in 2023, an increase of 80 basis points compared to 2022; and

Current wording

•Global Company-operated restaurant margin was 15.4% in 2024, an increase of 80 basis points compared to 2023; and

Previous wording

•Net income increased 15.3% to $204.4 million in 2023 compared to $177.4 million in 2022.

Current wording

•Net income decreased 4.9% to $194.4 million in 2024 compared to $204.4 million in 2023.

Previous wording

Wendy’s long-term growth opportunities include accelerating consumer-facing digital platforms and technologies. Over the past several years, the Company has invested significant resources to focus on consumer-facing technology, including activating mobile ordering via Wendy’s mobile app, launching the Wendy’s Rewards loyalty program in the U.S. and Canada and establishing delivery agreements with third-party vendors. The Company is also continuing to make digital investments and is partnering with key technology providers to help execute our digital, restaurant technology and enterprise technology initiatives and support our technology innovation and growth. During the second quarter of 2023, the Company revised its definition of digital sales to reflect our full digital portfolio by including in-restaurant mobile scans, in addition to our previously included delivery, mobile order and kiosk digital channels. The Company’s digital business has continued to grow and, under the revised definition, digital sales increased from approximately 11.0% of global systemwide sales during 2022 to approximately 13.2% during 2023.

Current wording

Wendy’s long-term growth opportunities include accelerating consumer-facing digital platforms and technologies. Over the past several years, the Company has invested significant resources to focus on consumer-facing technology, including enhancements to Wendy’s mobile apps and loyalty programs and establishing delivery arrangements with third-party vendors for Wendy’s U.S. and Canadian restaurants. The Company is also continuing to make digital investments and is partnering with key technology providers to help execute our digital, restaurant technology and enterprise technology initiatives and support our technology innovation and growth. The Company’s digital business has continued to grow and digital sales increased from approximately 13.2% of global systemwide sales during 2023 to approximately 17.6% during 2024.

Previous wording

Wendy’s long-term growth opportunities include expanding the Company’s footprint across the globe. To promote new restaurant development, the Company has provided franchisees with certain incentive programs for qualifying new restaurants, in addition to our build to suit development fund (see Note 20 to the Consolidated Financial Statements contained in Item 8 herein for further discussion). In February 2023, the Company announced a new restaurant development incentive program in the U.S. and Canada that provides for waivers of royalty, national advertising and technical assistance fees for up to the first three years of operation for qualifying new restaurants. In addition, the Company has development agreements in place with a number of franchisees that contractually obligate such franchisees to open additional Wendy’s restaurants over a specified timeframe. During 2023, the Company and its franchisees added 145 net new restaurants across the Wendy’s system.

Current wording

Wendy’s long-term growth opportunities include expanding the Company’s footprint across the globe. To promote new restaurant development, the Company has provided franchisees with certain incentive programs for qualifying new and existing restaurants (see Note 20 to the Consolidated Financial Statements contained in Item 8 herein for further discussion), in addition to our build to suit development fund (see Note 19 to the Consolidated Financial Statements contained in Item 8 herein for further discussion). In addition, the Company has development agreements in place with a number of franchisees that contractually obligate such franchisees to open additional Wendy’s restaurants over a specified timeframe. Global restaurant counts as of December 29, 2024 were flat compared to December 31, 2023 as a result of our actions to strengthen the system by closing certain underperforming restaurants during 2024.

Previous wording

In February 2023, the Board of Directors approved a plan to redesign the Company’s organizational structure to better support the execution of the Company’s long-term growth strategy by maximizing organizational efficiency and streamlining decision making (the “Organizational Redesign Plan”). As a result of the Organizational Redesign Plan, the Company held its general and administrative expense in 2023 relatively flat compared with 2022. Additionally, in January 2024, the Board of Directors announced the appointment of Kirk Tanner as the Company’s new President and Chief Executive Officer, effective February 5, 2024. Mr. Tanner succeeded Todd A. Penegor, the Company’s previous President and Chief Executive Officer, who departed from the Company in February. As a result of the succession of the President and Chief Executive Officer, the Company now expects to incur total costs of approximately $17 million to $19 million related to the Organizational Redesign Plan, of which approximately $15 million to $17 million will be cash expenditures expected through 2026. Costs related to the plan are recorded to “Reorganization and realignment costs.” During 2023, the Company recognized costs totaling $9.1 million, which primarily included severance and related employee costs and share-based compensation. The Company expects to incur additional costs aggregating approximately $8 million to $10 million, comprised of (1) severance and related employee costs of approximately $7.0 million, (2) share-based compensation of approximately $2.0 million and (3) recruitment and relocation costs of approximately $0.5 million. The Company expects costs related to the Organizational Redesign Plan to continue into 2026.

Current wording

In February 2023, the Board of Directors approved a plan to redesign the Company’s organizational structure to better support the execution of the Company’s long-term growth strategy by maximizing organizational efficiency and streamlining decision making (the “Organizational Redesign Plan”). As a result of the Organizational Redesign Plan, the Company held its general and administrative expense in 2023 relatively flat compared with 2022. Additionally, in January 2024, the Board of Directors announced the appointment of Kirk Tanner as the Company’s new President and Chief Executive Officer, effective February 5, 2024. Mr. Tanner succeeded Todd A. Penegor, the Company’s previous President and Chief Executive Officer, who departed from the Company in February 2024. The Company expects to incur total costs of approximately $18 million related to the Organizational Redesign Plan, including costs related to the succession of the President and Chief Executive Officer role. Of the total costs, approximately $15 million will be cash expenditures through 2026. Costs related to the Organizational Redesign Plan are recorded to “Reorganization and realignment costs.” During 2024, the Company recognized costs totaling $8.4 million, which primarily included severance and related employee costs. The Company expects to incur additional costs aggregating approximately $0.6 million, comprised primarily of share-based compensation. The Company expects costs related to the Organizational Redesign Plan to continue into 2026.

Previous wording

(b)During 2023 and 2022, global systemwide sales increased 6.1% and 6.8%, respectively, U.S. systemwide sales increased 5.1% and 5.3%, respectively, and international systemwide sales increased 14.1% and 19.2%, respectively, on a constant currency basis.

Current wording

(b)During 2024 and 2023, global systemwide sales increased 3.1% and 6.1%, respectively, U.S. systemwide sales increased 2.2% and 5.1%, respectively, and international systemwide sales increased 9.0% and 14.1%, respectively, on a constant currency basis.

Previous wording

The increase in sales during 2023 was primarily due to (1) a 2.7% increase in Company-operated same-restaurant sales of $23.9 million and (2) net new restaurant development of $10.7 million. Company-operated same-restaurant sales increased due to higher average check, partially offset by a decrease in customer count.

Current wording

The decrease in sales during 2024 was primarily due to (1) net closures of Company-operated restaurants of $3.1 million and (2) a 0.1% decrease in Company-operated same-restaurant sales of $2.4 million. Company-operated same-restaurant sales decreased due to a decrease in customer count, partially offset by higher average check.

Previous wording

Franchise royalty revenue during 2023 increased $26.6 million, of which (1) $22.0 million was due to a 4.4% increase in franchise same-restaurant sales and (2) $6.3 million was due to net new restaurant development. Franchise same-restaurant sales during 2023 increased due to higher average check, partially offset by a decrease in customer count.

Current wording

Franchise royalty revenue during 2024 increased $16.3 million, of which (1) $9.3 million was due to a 1.7% increase in global franchise same-restaurant sales and (2) $8.3 million was due to net new restaurant development. Franchise same-restaurant sales during 2024 increased due to higher average check, partially offset by a decrease in customer count.

Previous wording

The increase in franchise fees during 2023 was primarily due to (1) higher fees for providing information technology services to franchisees of $3.5 million and (2) an increase in fees from facilitating Franchise Flips and other miscellaneous fees of $4.0 million.

Current wording

The increase in franchise fees during 2024 was primarily due to (1) early termination fees for franchised restaurant closures of $8.2 million, (2) higher fees for providing information technology services to franchisees of $4.7 million and (3) an increase in other miscellaneous fees of $4.5 million.

Previous wording

The increase in advertising funds revenue during 2023 was primarily due to an increase in franchise same-restaurant sales in the U.S. and Canada.

Current wording

The increase in advertising funds revenue during 2024 was primarily due to (1) promotional activity of $12.0 million, (2) an increase in franchise same-restaurant sales in the U.S. and Canada of $6.9 million and (3) net new restaurant development of $5.6 million.

Previous wording

The decrease in cost of sales, as a percent of sales, during 2023 was primarily due to higher average check. This impact was partially offset by (1) an increase in restaurant labor rates, (2) higher commodity costs, (3) a decrease in customer count and (4) the impact of the Company’s investments to support the entry into the U.K. market and additional inflationary pressures in the U.K.

Current wording

The decrease in cost of sales, as a percent of sales, during 2024 was primarily due to (1) higher average check and (2) labor efficiencies. These impacts were partially offset by (1) an increase in restaurant labor rates and (2) a decrease in customer count.

Previous wording

The increase in franchise support and other costs during 2023 was primarily due to an increase in costs incurred to provide information technology and other services to franchisees.

Current wording

The increase in franchise support and other costs during 2024 was primarily due to (1) an increase in costs incurred to provide information technology and other services to franchisees and (2) an increase in the provision for doubtful accounts.

Previous wording

The decrease in Global Real Estate & Development revenues during 2023 was primarily due to the impact of assigning certain leases to franchisees, partially offset by an increase in executory costs.

Current wording

The increase in franchise rental expense during 2024 was primarily due to the impact of assigning certain leases to franchisees.

Previous wording

The decrease in general and administrative expenses during 2023 was primarily due to (1) a decrease in employee compensation and benefits, (2) a decrease in share-based compensation and (3) lower professional fees, primarily as a result of costs associated with the Company’s enterprise resource planning (“ERP”) system implementation during 2022. These decreases were partially offset by an increase in incentive compensation accruals, reflecting higher operating performance as compared to plan in 2023 versus 2022.

Current wording

The increase in general and administrative expenses during 2024 was primarily due to higher employee compensation and benefits. This increase was partially offset by (1) lower professional fees, primarily as a result of costs associated with the Company’s human capital management (“HCM”) system implementation during 2023, and (2) a decrease in incentive compensation accruals, reflecting lower operating performance as compared to plan in 2024 versus 2023.

Previous wording

The increase in depreciation and amortization during 2023 was primarily due to (1) asset additions for new and remodeled restaurants and (2) asset disposals associated with closed restaurants. These increases were partially offset by assets becoming fully depreciated.

Current wording

The increase in depreciation and amortization during 2024 was primarily due to (1) depreciation and amortization for technology investments and (2) asset additions for new and remodeled restaurants.

Previous wording

Amortization of cloud computing arrangements primarily represents amortization of assets associated with the Company’s ERP system implementation completed in 2022.

Current wording

The increase in amortization of cloud computing arrangements was primarily due to amortization of assets associated with the Company’s HCM system implementation completed in 2023.

Previous wording

System optimization gains, net during 2022 were primarily comprised of gains on the sale of surplus and other properties. See Note 4 to the Consolidated Financial Statements contained in Item 8 herein for further discussion.

Current wording

System optimization gains, net during 2024 were primarily comprised of gains on the sale of Company-operated restaurants. See Note 15 to the Consolidated Financial Statements contained in Item 8 herein for further discussion.

Previous wording

During 2023, the Company recognized costs totaling $9.1 million under the Organizational Redesign Plan, which primarily included severance and related employee costs of $6.2 million and share-based compensation of $1.3 million. See Note 5 to the Consolidated Financial Statements contained in Item 8 herein for further information regarding the Organizational Redesign Plan.

Current wording

During 2024 and 2023, the Company recognized costs under the Organizational Redesign Plan of $8.4 million and $9.1 million, respectively, which primarily included severance and related employee costs. See Note 16 to the Consolidated Financial Statements contained in Item 8 herein for further information on the Organizational Redesign Plan.

Previous wording

The decrease in impairment of long-lived assets during 2023 was primarily driven by higher impairment charges in the prior year as a result of the deterioration in operating performance of certain Company-operated restaurants.

Current wording

The increase in impairment of long-lived assets during 2024 was primarily due to (1) the decision to close certain Company-operated restaurants and (2) the deterioration in operating performance of certain other Company-operated restaurants.

Previous wording

During 2023, the Company recorded a loss of $10.4 million due to impairment charges for the difference between estimated fair value and the carrying value of an investment in equity securities. During 2022, the Company recognized a gain of $2.1 million on an investment in equity securities as a result of an observable price change.

Current wording

During 2023, the Company recorded a loss of $10.4 million due to impairment charges for the difference between estimated fair value and the carrying value of an investment in equity securities.

Previous wording

The increase in other income, net during 2023 was primarily due to interest income earned on our cash equivalents, which increased due to higher interest rates.

Current wording

The decrease in other income, net during 2024 was primarily due to a decrease in interest income, reflecting lower balances of cash equivalents.

Previous wording

The increase in the provision for income taxes was primarily due to (1) higher income before income taxes in 2023 and (2) an increase in the tax effects of our foreign operations. These changes were partially offset by additional net income from our advertising funds, which are not subject to tax. The decrease in the effective tax rate during 2023 was primarily due to (1) additional net income from our advertising funds, which are not subject to tax and (2) the tax benefit for changes in state deferred income taxes. These changes were partially offset by an increase in the tax effects of our foreign operations.

Current wording

The increase in the provision for income taxes and the effective tax rate during 2024 was primarily due to a discrete state tax item.

Previous wording

The increase in Wendy’s U.S. revenues during 2023 was primarily due to an increase in same-restaurant sales. Same-restaurant sales increased during 2023 primarily due to higher average check, partially offset by a decrease in customer count.

Current wording

The increase in Wendy’s U.S. revenues during 2024 was primarily due to (1) higher advertising fund revenue, (2) an increase in franchisee fees, (3) an increase in franchise same-restaurant sales and (4) restaurant development activity. Franchise same-restaurant sales increased during 2024 primarily due to higher average check, partially offset by a decrease in customer count. These increases were partially offset by a decrease in Company-operated sales driven by the same factors as described above for “Sales.”

Previous wording

The decrease in advertising funds expense during 2023 was primarily due to a decrease in the Company’s funding of incremental advertising, partially offset by an increase in franchise same-restaurant sales in the U.S. and Canada.

Current wording

The decrease in Wendy’s U.S. segment profit during 2024 was primarily due to (1) an increase in the Company’s funding of incremental advertising, (2) a decrease in Company-operated sales and (3) higher franchise support and other costs. These changes were partially offset by an increase in franchise fees and royalty revenue.

Previous wording

The increase in Wendy’s International revenues during 2023 was primarily due to (1) net new restaurant development in the U.K. and (2) an increase in same-restaurant sales. Same-restaurant sales increased during 2023 due to (1) higher average check and (2) an increase in customer count.

Current wording

The increase in Wendy’s International revenues during 2024 was primarily due to (1) net new restaurant development and (2) an increase in franchise same-restaurant sales. Franchise same-restaurant sales increased during 2024 due to higher average check, partially offset by a decrease in customer count.

Previous wording

The increase in Wendy’s International segment profit during 2023 was primarily due to higher revenues. This increase was partially offset by (1) higher other international advertising expenses, (2) higher franchise support and other costs and (3) the Company’s investments to support the entry into the U.K. market and inflationary pressures in the U.K.

Current wording

The increase in Wendy’s International segment profit during 2024 was primarily due to higher revenues, partially offset by higher franchise support and other costs.

Previous wording

The decrease in Global Real Estate & Development segment profit during 2023 was primarily due to a decrease in franchise rental income.

Current wording

The increase in Global Real Estate & Development segment profit during 2024 was primarily due to higher revenues, partially offset by higher franchise rental expense driven by the same factors above for “Franchise Rental Expense.”

Previous wording

We expect sales at our Company-operated restaurants to be favorably impacted primarily by (1) investments in accelerated growth, which include a focus on growth of our breakfast daypart and digital business, (2) strategic price increases on our menu items and (3) focused execution of operational excellence.

Current wording

We expect sales at our Company-operated restaurants to be favorably impacted primarily by (1) innovation on our core menu items, (2) new offerings in fast growing categories, (3) expanding our digital sales and (4) focused execution of operational excellence anticipated to improve the customer experience.

Previous wording

We expect general and administrative expenses to be higher primarily due to increases in (1) employee compensation and benefits, (2) stock compensation and (3) incentive compensation. These increases are expected to be partially offset by lower professional fees.

Current wording

We expect general and administrative expenses to be higher primarily due to increases in (1) employee compensation and benefits, including investments in field resources to drive operational excellence, and (2) incentive compensation.

Previous wording

Our primary sources of liquidity and capital resources are cash flows from operations and borrowings under our securitized financing facility. Our principal uses of cash are operating expenses, dividends to stockholders, repurchases of common stock and capital expenditures.

Current wording

Our primary sources of liquidity and capital resources are cash flows from operations and borrowings under our securitized financing facility. Our principal uses of cash are operating expenses, repurchases of common stock, dividends to stockholders and capital expenditures.

Previous wording

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

Current wording

As of December 29, 2024, cash, cash equivalents and restricted cash totaled $503.6 million. In addition, the Company maintains a revolving financing facility, which allows for the drawing of up to $300.0 million. Based on current levels of operations, the Company expects that available cash and cash flows from operations will provide sufficient liquidity to meet operating cash requirements for the next 12 months.

Previous wording

In January 2023, our Board of Directors authorized a repurchase program for up to $500.0 million of our common stock through February 28, 2027, when and if market conditions warrant and to the extent legally permissible (the “January 2023 Authorization”). In connection with the January 2023 Authorization, the remaining portion of the Company’s previously authorized $250.0 million repurchase program was canceled. During 2023, the Company repurchased 9.1 million shares under the January 2023 Authorization with an aggregate purchase price of $190.0 million, of which $0.6 million was accrued as of December 31, 2023, and excluding excise tax of $1.7 million and commissions of $0.1 million. As of December 31, 2023, the Company had $310.0 million of availability remaining under the January 2023 Authorization.

Current wording

In January 2023, our Board of Directors authorized a repurchase program for up to $500.0 million of our common stock through February 28, 2027, when and if market conditions warrant and to the extent legally permissible (the “January 2023 Authorization”). During 2024, the Company repurchased 4.3 million shares under the January 2023 Authorization with an aggregate purchase price of $75.0 million, excluding excise tax of $0.6 million and commissions of $0.1 million. As of December 29, 2024, the Company had $235.0 million of availability remaining under the January 2023 Authorization. The Company expects to repurchase shares with an aggregate purchase price of up to $200.0 million during 2025, subject to market conditions. Subsequent to December 29, 2024 through February 19, 2025, the Company repurchased 3.4 million shares under the January 2023 Authorization with an aggregate purchase price of $50.4 million, excluding applicable excise tax and commissions.

Previous wording

On March 15, 2023, June 15, 2023, September 15, 2023 and December 15, 2023, the Company paid quarterly cash dividends per share of $.25, aggregating $209.3 million. On February 15, 2024, the Company announced a dividend of $.25 per share to be paid on March 15, 2024 to stockholders of record as of March 1, 2024. If the Company pays regular quarterly cash dividends for the remainder of 2024 at the same rate as declared in the first quarter of 2024, the Company’s total cash requirement for dividends for all of 2024 would be approximately $205.0 million based on the number of shares of its common stock outstanding at February 16, 2024. The Company currently intends to continue to declare and pay quarterly cash dividends; however, there can be no assurance that any additional quarterly dividends will be declared or paid or of the amount or timing of such dividends, if any.

Current wording

On March 15, 2024, June 17, 2024, September 17, 2024 and December 16, 2024, the Company paid quarterly cash dividends per share of $.25, aggregating $204.4 million. On February 13, 2025, the Company announced a dividend of $.25 per share to be paid on March 17, 2025 to stockholders of record as of March 3, 2025. Beginning in the second quarter of 2025, the Company expects to pay a quarterly dividend of $.14 per share. As a result, the Company’s total cash requirement for dividends for all of 2025 is expected to be approximately $125.0 million. The Company currently intends to continue to declare and pay quarterly cash dividends; however, there can be no assurance that any additional quarterly dividends will be declared or paid or of the amount or timing of such dividends, if any.

Previous wording

In 2023, cash capital expenditures amounted to $85.0 million. In 2024, we expect that cash capital expenditures will amount to approximately $90.0 million to $100.0 million, principally relating to (1) technology investments, including consumer-facing digital technology, (2) the opening of new Company-operated restaurants and the reimaging of existing Company-operated restaurants, (3) land investments, (4) maintenance capital expenditures for Company-operated restaurants, (5) restaurant equipment investments and (6) various other capital projects.

Current wording

In 2024, cash capital expenditures amounted to $94.4 million, primarily related to digital and technology investments and various other development-related projects. In 2025, we expect that cash capital expenditures will amount to approximately $100.0 million to $110.0 million, principally relating to (1) technology investments, including consumer-facing digital technology, (2) the opening of new Company-operated restaurants, (3) land investments and (4) various other capital projects.

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