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Guarantees and Other Commitments and Contingencies
12 Months Ended
Dec. 30, 2012
Guarantees and Other Commitments and Contingencies [Abstract]  
Guarantees and Other Commitments and Contingencies
Guarantees and Other Commitments and Contingencies

Guarantees and Contingent Liabilities

Franchise Image Activation Incentive Program

In order to encourage franchisees to participate in Wendy’s Image Activation program, which includes innovative exterior and interior restaurant designs for new and reimaged restaurants, Wendy’s initiated a cash incentive program for franchisees during the third quarter of 2012. In January 2013, the program was expanded to include variable cash incentives for Tier 1, 2, and 3 remodels and to allow for a maximum of $100 each, for up to three incentives per franchisee. The cash incentive program is for the reimaging of restaurants completed in 2013 and totals $10,000.

North America Incentive Program

In order to promote new unit development, Wendy’s has established a franchisee assistance program for its North American franchisees that provides (with certain exceptions) for reduced technical assistance fees and a sliding scale of royalties for the first two years of operation for qualifying locations opened between April 1, 2011 and December 31, 2013. For the years ended December 30, 2012 and January 1, 2012, the effect on franchise revenues was not material and we do not expect the effect on future franchise revenues to be material.
Japan Joint Venture Guarantee

In 2012, Wendy’s (1) provided a guarantee to certain lenders to the Japan JV for which our joint venture partners have agreed, should it become necessary, to reimburse and otherwise indemnify us for their 51% share of the guarantee and (2) agreed to reimburse and otherwise indemnify our joint venture partners for our 49% share of the guarantee by our joint venture partners of a line of credit granted by a different lender to the Japan JV to fund working capital requirements. As of December 30, 2012, our portion of these contingent obligations totaled approximately $3,000 based upon then current rates of exchange. The fair value of our guarantees is immaterial.

In early 2013, the joint venture partners agreed on a plan to finance anticipated future cash requirements of the Japan JV. As determined by the amount of future capital contributions by each of the partners, Wendy’s may become the majority owner of the Japan JV. The Japan JV and the effect of the noncontrolling interest in the Japan JV would then be included in the Wendy’s consolidated financial statements from the date that Wendy’s became the majority owner, or otherwise assumed day-to-day control of the Japan JV’s operations.

Our obligations, including the funding of anticipated future cash requirements of the Japan JV of approximately $3,000, could total up to approximately $8,000 if our joint venture partners are unable to perform their reimbursement and indemnity obligations to us.

Other Loan Guarantees

Wendy’s provided loan guarantees to various lenders on behalf of franchisees entering into pooled debt facility arrangements for new store development and equipment financing to promote systemwide initiatives. Wendy’s has accrued a liability for the fair value of these guarantees, the calculation for which was based upon a weighted average risk percentage established at the inception of each program which has been adjusted for a history of defaults. Wendy’s potential recourse for the aggregate amount of these loans amounted to $11,003 as of December 30, 2012. As of December 30, 2012, the fair value of these guarantees totaled $720 and was included in “Other liabilities.”

During 2012, Wendy’s provided a $2,000 guarantee to a lender for a franchisee, in connection with the refinancing of the franchisee’s debt which originated in 2007. Pursuant to the agreement, the guarantee is subject to an annual reduction over a five year period. Wendy’s also received a $3,000 prepayment on the note receivable owed by the franchisee as part of the refinancing. As of December 30, 2012, Wendy’s has accrued a liability for the fair value of this guarantee of $220, the calculation for which was based upon a weighted average risk percentage established at the inception of the guarantee.

Lease Guarantees

Wendy’s has guaranteed the performance of certain leases and other obligations, primarily from former company-owned restaurant locations now operated by franchisees, amounting to $47,910 as of December 30, 2012. These leases extend through 2050. We have not received any notice of default related to these leases as of December 30, 2012. In the event of default by a franchise owner, Wendy’s generally retains the right to acquire possession of the related restaurant locations.

Wendy’s is contingently liable for certain other leases which have been assigned to unrelated third parties who have indemnified Wendy’s against future liabilities amounting to $6,666 as of December 30, 2012. These leases expire on various dates, through 2021.

Wendy’s Canadian subsidiary has established a lease guarantee program to promote new franchisee unit development for up to an aggregate of C$5,000 for periods of up to five years. Franchisees pay the Canadian subsidiary a nominal fee for the guarantee. As of December 30, 2012, the Canadian subsidiary had guaranteed $180 under this program.

Insurance
Wendy’s is self-insured for most workers’ compensation losses and purchases insurance for general liability and automotive liability losses, all subject to a $500 per occurrence retention or deductible limit. Wendy’s determines its liability for claims incurred but not reported for the insurance liabilities on an actuarial basis. Wendy’s is self-insured for health care claims for eligible participating employees subject to certain deductibles and limitations and determines its liability for health care claims incurred but not reported based on historical claims runoff data.
Letters of Credit

As of December 30, 2012, the Company had outstanding letters of credit with various parties of $20,601. We do not expect any material loss to result from these letters of credit.

Purchase and Capital Commitments

Beverage Agreements
    
Wendy’s had an agreement with a beverage vendor which provided fountain beverage products and certain marketing support funding to the Company and its franchisees. This agreement required minimum purchases of fountain syrup (“Syrup”) by the Company and its franchisees at certain agreed upon prices until the total contractual gallon volume usage was reached. This agreement also provided for an annual advance to be paid to the Company based on the vendor’s expectation of the Company’s annual Syrup usage, which was amortized over actual usage during the year.
Beverage purchases made by the Company under this agreement during 2012, 2011 and 2010 were $20,545, $20,464 and $21,273, respectively. As of December 30, 2012, $1,517 is due to the beverage vendor and is included in “Accounts payable,” principally for annual estimated payments that exceeded usage, under this agreement.
  
The Company entered into a new beverage agreement with the beverage vendor, effective January 1, 2013, which establishes a new contract term and, among other terms, new pricing and usage requirements. This agreement also provides for an annual advance to be paid to the Company based on the vendor’s expectation of the Company’s annual Syrup usage, which is amortized over actual usage during the year. The Company estimates future annual purchases to be approximately $21,000 per year during the next five years. Based on current pricing and the current ratio of usage at company-owned restaurants to franchised restaurants, our total beverage purchase requirement under the new agreement is estimated to be approximately $170,000 over the remaining life of the contract, which expires the later of reaching the minimum usage requirement or January 1, 2023.

Capital Expenditure Commitments

As of December 30, 2012, the Company had $22,109 of outstanding commitments, included in “Accounts payable,” for capital expenditures expected to be paid in 2013, of which $13,867 pertained to capital expenditures related to our Image Activation program.