Stockholders' Equity

12 Months Ended

Jan. 03, 2016

Stockholders' Equity Note [Abstract]

Stockholders' Equity

Stockholders’ Equity

Dividends

During the years ended January 3, 2016, December 28, 2014 and December 29, 2013, The Wendy’s Company paid dividends per share of $0.225, $0.205 and $0.18, respectively.

Treasury Stock

There were 470,424 shares of common stock issued at the beginning and end of 2015, 2014 and 2013. Treasury stock activity for 2015, 2014 and 2013 was as follows:

	Treasury Stock
	2015		2014		2013
Number of shares at beginning of year	104,614		77,637		78,051
Repurchases of common stock	99,881		32,716		8,720
Common shares issued:
Stock options, net	(5,043	)	(4,930	)	(8,771	)
Restricted stock, net	(1,258	)	(732	)	(202	)
Director fees	(21	)	(24	)	(35	)
Other	(64	)	(53	)	(126	)
Number of shares at end of year	198,109		104,614		77,637

Repurchases of Common Stock

In August 2014, our Board of Directors authorized a repurchase program for up to $100,000 of our common stock through December 31, 2015, when and if market conditions warrant and to the extent legally permissible. On June 1, 2015, our Board of Directors authorized a new repurchase program for up to $1,400,000 of our common stock through January 1, 2017, when and if market conditions warrant and to the extent legally permissible.

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

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

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

Also as part of the June 2015 authorization, the Company repurchased 2,066 shares during 2015 with an aggregate purchase price of $21,959, of which $1,700 was accrued at January 3, 2016 and excluding commissions of $28. As of January 3, 2016, the Company had $378,156 remaining availability under its June 2015 authorization. Subsequent to January 3, 2016 through February 24, 2016, the Company repurchased 2,534 shares for an aggregate purchase price of $24,808, excluding commissions of $38.

During 2014, the Company repurchased 2,986 shares with an aggregate purchase price of $23,889, excluding commissions of $52, as part of the August 2014 authorization. In January 2014, our Board of Directors authorized a repurchase program, which the Company fully utilized through completion of a modified Dutch auction tender offer on February 19, 2014 resulting in 29,730 shares repurchased for an aggregate purchase price of $275,000. The Company incurred costs of $2,275 in connection with the tender offer, which were recorded to treasury stock.

In November 2012, our Board of Directors authorized the repurchase of up to $100,000 of our common stock through December 29, 2013. During 2013, the Company repurchased 8,720 shares with an aggregate purchase price of $69,167, excluding commissions of $153. The authorization for the repurchase program expired at the end of the 2013 fiscal year.

Preferred Stock

There were 100,000 shares authorized and no shares issued of preferred stock throughout 2015, 2014 and 2013.

Accumulated Other Comprehensive Loss

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

	Foreign Currency Translation			Cash Flow Hedges (a)			Pension			Total
Balance at December 30, 2012	$	7,197		$	—		$	(1,216	)	$	5,981
Current-period other comprehensive (loss) income	(17,000		)	744			(62		)	(16,318		)
Balance at December 29, 2013	(9,803		)	744			(1,278		)	(10,337		)
Current-period other comprehensive (loss) income	(18,560		)	(2,788		)	391			(20,957		)
Balance at December 28, 2014	(28,363		)	(2,044		)	(887		)	(31,294		)
Current-period other comprehensive (loss) income	(37,800		)	(1,527		)	(202		)	(39,529		)
Balance at January 3, 2016	$	(66,163	)	$	(3,571	)	$	(1,089	)	$	(70,823	)

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(a) Current-period other comprehensive (loss) income includes the effect of changes in unrealized losses on cash flow hedges, net of tax, for all periods presented. In addition, 2015 includes the reclassification of unrealized losses on cash flow hedges of $915 from “Accumulated other comprehensive loss” to our consolidated statements of operations consisting of $1,487 recorded to “Interest expense,” net of the related income tax benefit of $572 recorded to “Provision for income taxes.” See Note 13 for more information.

The cumulative gains and losses on these items are included in “Accumulated other comprehensive loss” in the consolidated balance sheets and consolidated statements of stockholders’ equity.