The Wendy's Company (WEN) 8-K Regulation FD Disclosure

Fourth Quarter 2012

Earnings Conference Call

February 28, 2013

Exhibit 99.1

©

2013 Oldemark LLC

©

2013 Oldemark LLC

JOHN BARKER

Chief Communications Officer

2

Today’s Agenda

Opening Comments

Emil Brolick

Financial Update

Steve Hare

CEO Overview

Emil Brolick

Q&A

3

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

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

assumed

future

results

of

our

operations.

Those

statements

constitute

“forward-looking

statements”

within

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

statements, we claim the protection of the safe harbor for forward-looking statements contained in the

Reform Act.

Many

important

factors

could

affect

our

future

results

and

could

cause

those

results

to

differ

materially

from

those expressed in or implied by our forward-looking statements. Such factors, all of which are difficult or

impossible to predict accurately, and many of which are beyond our control, include but are not limited to

those

identified

under

the

caption

“Forward-Looking

Statements”

in

our

news

release

issued

on

February

28,

2013

and

in

the

“Special

Note

Regarding

Forward-Looking

Statements

and

Projections”

and

“Risk

Factors”

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

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

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

depreciation and amortization, or adjusted EBITDA, and adjusted earnings per share. Adjusted EBITDA and

adjusted earnings per share exclude certain expenses, net of certain benefits. Reconciliations of non-GAAP

financial measures to the most directly comparable GAAP financial measures are provided in the Appendix to

this presentation, and are included in our news release issued on February 28, 2013 and posted on

www.aboutwendys.com.

Forward-Looking Statements and Non-GAAP

Financial Measures

4

EMIL BROLICK

President & CEO

5

©

2013 Oldemark LLC

FY Adjusted EBITDA*

$333.3 mil

vs.

$331.1 mil

Q4 Adjusted EBITDA*  

$

95.9

mil

vs.

$  80.9 mil

FY Adjusted EPS*

$0.17

vs.

$0.15

FY SSS

1.6%            

vs.     

2.0%

Q4 SSS

(0.2)%          

vs.

5.1%

2012 and Fourth-Quarter Highlights

6

2012

2011

*See reconciliation of Adjusted EBITDA from continuing operations and Adjusted EPS in the appendix.

Doubled Quarterly Dividend Rate in Q4 2012: $0.04 per share

7

Core Organic

Growth

Strategies

Shareholder 

Value-Enhancing

Initiatives

Image / Experience Activation

Restaurant Ownership

Optimization

Financial Management

Global Growth

Global Growth

Restaurant Utilization

& Daypart Expansion

New Restaurant Development

North America Same-Store Sales Growth

PRICE

New QSR Quality at QSR Price

PRODUCT

Play a different game …

Superior

perceived quality, competitive price

PEOPLE

5-Star Performers

PERFORMANCE

Keeping the brand promise

PROMOTION

Strategically driven, tactically brilliant

PLACE

The complete brand experience

8

Enabling Profitable Growth

THE RECIPE TO WIN

Product / Price Segmentation

Core and LTO Innovation

Value Menu

High

Low

9

10

Right Price, Right Size

Innovation: Premium Limited-Time Offerings

11

New QSR

Quality at a QSR

Price

Image Activation Update

12

2011: 10 company prototypes

2012: 48 company Tier I reimages

Reimages averaging

+25% sales growth

2013 Company Image Activation

13

Estimates based on Company’s current outlook.

32 Tier II Remodels in 2013

20 Tier III Remodels in 2013

Tier II

Tier III

Image Activation Multi-Year Growth Plan

Image Activation Multi-Year Growth Plan

14

Cumulative

IA Restaurants

10

76

301

766

1,331

Image Activation Progress by Year-End 2015:

Note: New Company restaurants were Image Activation building design beginning in 2012; 2 of 45 new Franchise restaurants were

Image Activation in 2012. Estimates based on Company’s current outlook.

10

48

100

200

200

100

200

300

20

16

25

69

45

40

40

40

2011

2012

2013

2014

Fr. New

Co. New

Fr. Reimage

Co. Reimage

25

25

50% of Company restaurants

1 out of 5 of the Wendy’s  System restaurants

2015

STEVE HARE

Chief Financial Officer

15

©

2013 Oldemark LLC

Q4 2012 Financial Summary

16

Q4 2012

Q4 2011

Better/

(Worse)

Sales

554.0

$     

538.5

$     

15.5

$       

Franchise revenues

75.9

76.5

(0.6)

   Total revenues

629.9

$     

615.0

$     

14.9

$       

growth rate

2.4%

Adjusted EBITDA from continuing operations*

95.9

$       

80.9

$       

15.0

$       

Adjusted EPS*

0.09

$       

0.04

$       

0.05

$       

(Unaudited)

($ in millions except per share amounts)

*See reconciliation of Adjusted EBITDA from continuing operations and Adjusted EPS in the appendix.

*See reconciliation of Adjusted EBITDA from continuing operations and Adjusted EPS in the appendix.

FY 2012 Highlights

17

2012 North America

Same-Store Sales

1-Year

2-Year

2012 Company

Restaurant Margin

2012   14.0%

2011   14.0%

Franchise                    

1.6%

3.5%

3.6%

Company-Operated

1.6%

FY 2012 Financial Summary

18

18

2012

2011

Better/

(Worse)

Sales

2,198.3

$  

2,126.6

$  

71.7

$       

Franchise revenues

306.9

304.8

2.1

   Total revenues

2,505.2

$  

2,431.4

$  

73.8

$       

growth rate

3.0%

Adjusted EBITDA from continuing operations*

333.3

$     

331.1

$     

2.2

$          

Adjusted EPS*

0.17

$       

0.15

$       

0.02

$       

($ in millions except per share amounts)

*See reconciliation of Adjusted EBITDA from continuing operations and Adjusted EPS in the appendix.

Income from Continuing Operations and Special Items

20

(Unaudited)

($ in Thousands, Except per Share Amounts)

Per share

Per share

Per share

Per share

Adjusted income and adjusted earnings per share from continuing operations

33,629

$        

0.09

$ 

16,425

$        

0.04

$ 

65,316

$        

0.17

$ 

62,080

$        

0.15

$ 

(Less) plus:

Loss on early extinguishment of debt

-

-

-

-

(46,547)

(0.12)

-

-

Facilities relocation costs and other transactions

(8,311)

(0.02)

(9,288)

(0.02)

(25,349)

(0.07)

(28,514)

(0.07)

Gain on sale of investment, net

-

-

-

-

17,978

0.05

-

-

Impairment of long-lived assets

(8,216)

(0.02)

(2,847)

(0.01)

(13,017)

(0.04)

(7,936)

(0.02)

Benefits of prior years' tax matters

5,439

0.01

-

-

7,620

0.02

-

-

Dividend from Arby's

2,868

0.01

-

-

2,868

0.01

-

-

Costs associated with closed restaurants in other operating expense, net

-

-

-

-

(911)

(0.00)

-

-

Arby's indirect corporate overhead in general and administrative (G&A)

-

-

-

-

-

-

(9,140)

(0.02)

SSG purchasing cooperative expenses in G&A

-

-

-

-

-

-

1,422

0.00

   Total adjustments

(8,220)

(0.02)

(12,135)

(0.03)

(57,358)

(0.15)

(44,168)

(0.11)

Income from continuing operations

25,409

0.07

4,290

0.01

7,958

0.02

17,912

0.04

Net income (loss) from discontinued operations

979

0.00

(306)

(0.00)

1,509

0.00

(8,037)

(0.02)

Net income

26,388

0.07

3,984

0.01

9,467

0.02

9,875

0.02

Net income attributable to noncontrolling interests

-

-

-

-

(2,384)

(0.00)

-

-

Net income and earnings per share attributable to The Wendy's Company

26,388

$        

0.07

$ 

3,984

$          

0.01

$ 

7,083

$          

0.02

$ 

9,875

$          

0.02

$ 

2012

2011

2012

2011

Three Months

Twelve Months

*See reconciliation of Adjusted EPS in the appendix.

19

FY 2012 Cash Flow Highlights

20

2012 IA Cap Ex

Image Activation -

New             $27

Image Activation -

Reimages     45

Total Image Activation              $72

($ in millions)

Cash flow from operations

190.4

$     

Capital expenditures

197.6

Beginning cash balance

475.2

$     

Change in cash

(21.8)

Ending cash balance

453.4

$     

2012

Selected Balance Sheet Highlights

21

($ in millions)

Cash

453

$        

Senior Debt

1,425

$     

Capital Leases and Other Debt

33

Total Debt

1,458

$     

2012 Adjusted EBITDA*

333

$        

Total Debt / 2012 Adjusted EBITDA*

4.4x

Net Debt / 2012 Adjusted EBITDA*

3.0x

Dec. 30, 2012

*See reconciliation of Adjusted EBITDA from continuing operations in the appendix.

21

*See reconciliation of Adjusted EBITDA from continuing operations in the appendix.

•

SSS +2% to 3%

•

Traffic and check growth from core business: new products, marketing, operations

•

Image Activation benefit, offset by fewer breakfast restaurants

•

Commodities +90 to 120 bps

•

Increases in beef and chicken, partially offset by cost-savings initiatives

•

Renewable

Fuel

Standard

diverting

more

than

40%

of

U.S.

corn

crop

to

gasoline

production

•

Company-Operated Restaurant Margin 14.2% to 14.5% (+20 to 50 bps from

14.0% in 2012)

•

Sales leverage, Image Activation impact, discontinuation of breakfast at certain restaurants

and cost savings initiatives

•

Adj. EBITDA $350 to $360 million, +5% to 8% vs. $333.3 million in 2012

•

Adj. EPS $0.18 to $0.20, +6% to 18% vs. $0.17 in 2012

2013 Outlook

22

Estimates based on Company’s current outlook.

•

2013: Higher Adjusted EBITDA growth in Q1, lower growth in Q4

Factors Affecting 2013 Outlook vs. 2012

23

•

Unusually soft results in Q1 2012, but expect Q1 2013 Adjusted

EBITDA more in line with historical trends

•

Expect $10 million of Image Activation incentives will increase Q4

2013 G&A expense

Q1

Q2

Q3

Q4

2012

SSS

0.8%

3.2%

2.7%

-0.2%

1.6%

Adj. EBITDA*

$63.9

$89.1

$84.5

$95.9

$333.3

2012 SSS and Adjusted EBITDA*

*See reconciliation of Q4 2012 and 2012 Adjusted EBITDA from continuing operations and Adjusted EPS in the appendix.

*See reconciliation of Q4 2012 and 2012 Adjusted EBITDA from continuing operations in the appendix.

2013 Image Activation Outlook

24

Q1

Q2

Q3

Q4

2013

Co.

6

35

37

22

100

Fran.

100 

Total

200

Image Activation Quarterly Reopenings

Company Image Activation Plan

Estimates based on Company’s current outlook

Estimates based on Company’s current outlook.

Scrape &

Rebuilds

Tier I

Reimages

Tier II

Reimages

Tier III

Reimages

28

20

32

20

2013 New Restaurant Development

25

Expect 120 to 130 New System Restaurants in 2013

Company

Franchise                      Global

Note: New restaurant numbers represent the midpoint of the expected range; Estimates based on Company’s current outlook.

2013 New Restaurants

25

40

60

2013 Expected Closures

N.A. Company: 20 to 30

N.A. Franchise: 90 to 100

Global: 15 to 20

2013 Capital Expenditures

26

Restaurant Equipment & Maintenance

$40

Product Dev./Equipment Upgrades/Other

20

Technology/POS

40

Base Cap Ex

100

New Restaurants

50

Reimages

95

Image Activation Cap Ex

145

Total Projected Cap Ex

$245

2012

Cap Ex

$198 mil

Estimates based on Company’s current outlook

Estimates based on Company’s current outlook.

Strong Free Cash Flow & Balance Sheet

27

Accelerating Investment in

Image Activation:

Expect $440 to $500 million

2013 to 2015

Return Capital to Shareholders

Estimates based on Company’s current outlook.

$100 million share

repurchase program

authorized through

12/29/13

100% increase in

quarterly dividend

rate effective

Q4 2012

Core Growth Priority

2013 and Long-Term Earnings Outlook

28

Adjusted EBITDA:

$350 to $360 million

Adjusted EPS:

$0.18 to $0.20

Average annual

Adjusted EBITDA

and Adjusted EPS

growth rates in

high-single-digit to

low-double-digit

range

2013

Long-Term

Estimates based on Company’s current outlook

28

Estimates based on Company’s current outlook.

EMIL BROLICK

President & CEO

29

©

2013 Oldemark LLC

A Total Brand Transformation

30

JOHN BARKER

Chief Communications Officer

31

©

2013 Oldemark LLC

2013 Events

March 13:

Bank of America Merrill Lynch Consumer Conference

March 14:

UBS Global Consumer Conference

April 3-5:

Morgan Stanley Retail Conference

May 8:

Q1 2013 Earnings Release

May 23:

Annual Shareholder Meeting

Investor Relations Calendar

32

Q&A

33

Appendix

34

Reconciliation of Adjusted EBITDA from Continuing Operations

to Net Income Attributable to The Wendy’s Company

36

35

(Unaudited)

($ in Thousands)

2012

2011

2012

2011

Adjusted EBITDA from continuing operations

95,883

$   

80,870

$   

333,328

$  

331,055

$  

(Less) plus:

Depreciation and amortization

(36,840)

(32,020)

(146,976)

(122,992)

Impairment of long-lived assets

(13,316)

(4,621)

(21,097)

(12,883)

Costs associated with closed restaurants in other operating

      expense, net

-

-

(1,477)

-

Facilities relocation costs and other transactions

(13,470)

(14,949)

(41,031)

(45,711)

Arby's indirect corporate overhead in general and

      administrative (G&A)

-

-

-

(14,623)

SSG purchasing cooperative expense reversal in G&A

-

-

-

2,275

Operating profit

32,257

29,280

122,747

137,121

Interest expense

(20,801)

(28,195)

(98,604)

(114,110)

Loss on early extinguishment of debt

-

-

(75,076)

-

Investment income, net

6,786

296

36,243

484

Other, net

551

239

1,565

945

Income (loss) from continuing operations before

     income taxes and noncontrolling interests

18,793

1,620

(13,125)

24,440

Benefit from (provision for) income taxes

6,616

2,670

21,083

(6,528)

Income from continuing operations

25,409

4,290

7,958

17,912

Discontinued operations:

Income (loss) from discontinued operations, net of income taxes

1,167

(356)

1,951

762

(Loss) income on disposal of discontinued operations, net of income taxes

(188)

50

(442)

(8,799)

Net income (loss) from discontinued operations

979

(306)

1,509

(8,037)

Net income

26,388

3,984

9,467

9,875

Net income attributable to noncontrolling interests

-

-

(2,384)

-

Net income attributable to The Wendy's Company

26,388

$   

3,984

$     

7,083

$       

9,875

$       

Three Months

Twelve Months

Reconciliation of Adjusted Income and Adjusted Earnings Per Share

from Continuing Operations to Net Income and Earnings Per Share

Attributable to The Wendy’s Company

36

(Unaudited)

($ in Thousands, Except per Share Amounts)

Per share

Per share

Per share

Per share

Adjusted income and adjusted earnings per share from continuing operations

33,629

$       

0.09

$

16,425

$       

0.04

$

65,316

$       

0.17

$

62,080

$       

0.15

$

(Less) plus:

Loss on early extinguishment of debt

-

-

-

-

(46,547)

(0.12)

-

-

Facilities relocation costs and other transactions

(8,311)

(0.02)

(9,288)

(0.02)

(25,349)

(0.07)

(28,514)

(0.07)

Gain on sale of investment, net

-

-

-

-

17,978

0.05

-

-

Impairment of long-lived assets

(8,216)

(0.02)

(2,847)

(0.01)

(13,017)

(0.04)

(7,936)

(0.02)

Benefits of prior years' tax matters

5,439

0.01

-

-

7,620

0.02

-

-

Dividend from Arby's

2,868

0.01

-

-

2,868

0.01

-

-

Costs associated with closed restaurants in other operating expense, net

-

-

-

-

(911)

(0.00)

-

-

Arby's

indirect

corporate

overhead

in

general

and

administrative

(G&A)

-

-

-

-

-

-

(9,140)

(0.02)

SSG purchasing cooperative expenses in G&A

-

-

-

-

-

-

1,422

0.00

Total adjustments

(8,220)

(0.02)

(12,135)

(0.03)

(57,358)

(0.15)

(44,168)

(0.11)

Income from continuing operations

25,409

0.07

4,290

0.01

7,958

0.02

17,912

0.04

Net income (loss) from discontinued operations

979

0.00

(306)

(0.00)

1,509

0.00

(8,037)

(0.02)

Net income

26,388

0.07

3,984

0.01

9,467

0.02

9,875

0.02

Net income attributable to noncontrolling interests

-

-

-

-

(2,384)

(0.00)

-

-

Net income and earnings per share attributable to The Wendy's Company

26,388

$       

0.07

$

3,984

$         

0.01

$

7,083

$         

0.02

$

9,875

$         

0.02

$

2012

2011

2012

2011

Reconciliation of Adjusted Income and Adjusted Earnings Per Share from Continuing Operations to Net Income

and Earnings Per Share Attributable to The Wendy's Company

(In Thousands Except Per Share Amounts)

(Unaudited)

Three Months

Twelve Months