Liliana M. Esposito - Chief Communications Officer, The Wendy's Co. Todd A. Penegor - President & Director Gunther Plosch - Chief Financial Officer.

Matthew DiFrisco - Guggenheim Securities LLC Matthew Robert McGinley - Evercore Group LLC Chris O'Cull - KeyBanc Capital Markets, Inc. Jake Rowland Bartlett - SunTrust Robinson Humphrey, Inc. Michael W. Gallo - C.L. King & Associates, Inc. Alton K. Stump - Longbow Research LLC Jeffrey Bernstein - Barclays Capital, Inc.

David Palmer - RBC Capital Markets LLC Keith R. Siegner - UBS Securities LLC Sara H. Senatore - Sanford C. Bernstein & Co. LLC Jason West - Credit Suisse Securities (USA) LLC (Broker) Joseph Terrence Buckley - Bank of America Merrill Lynch John Glass - Morgan Stanley & Co. LLC.

Ladies and gentlemen, thank you for standing by. Welcome to The Wendy's Company First Quarter Earnings Results Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a question-and-answer session. Thank you.

I will now turn the conference over to Liliana Esposito, Chief Communications Officer. Please go ahead, ma'am..

Thank you, and good morning, everyone. Leading today's call will be Todd Penegor, President and Chief Financial Officer for The Wendy's Company. Todd will be taking us through our first quarter results as well as introducing our incoming CFO, Gunther Plosch, who goes by GP.

GP joined The Wendy's Company on May 2, and will transition into the role of Chief Financial Officer during the month of May. As previously announced, Todd and Emil Brolick continue their transition of CEO duties in anticipation of Emil's retirement in late May. After Todd and GP have made their comments, we will open up the line for questions.

Today's conference call and webcast includes a PowerPoint presentation, which is available on the Investors section of our website, www.aboutwendys.com. Before we begin, please take note of the safe harbor statement that appears at the end of our earnings release.

This disclosure reminds investors that certain information we may discuss today is forward-looking. Various factors could affect our results and cause those results to differ materially from the projections set forth in our forward-looking statements.

Also, some of today's comments will reference non-GAAP financial measures, such as adjusted EBITDA, adjusted EBITDA margin, and adjusted earnings per share. Investors should refer to our reconciliations of non-GAAP financial measures to the most directly comparable GAAP measure.

And with that, I will now turn the call over to our President and Chief Financial Officer, Todd Penegor..

average unit sales volumes of $2 million; restaurant margins of 20%; a sales to investment ratio of at least 1.3 times for new restaurants; restaurant development growth of 1,000 new North American restaurants and approximately 500 net; and the reimaging of at least 60% of our North American total system restaurants.

Now, I'd like to introduce Gunther Plosch, who will take over as our Chief Financial Officer later this month. I had the pleasure of working closely with GP during my days at Kellogg and I am confident he will be an excellent addition to our senior leadership team.

He has a wealth of financial leadership experience from the food and consumer packaged goods industries and a proven track record of driving growth and margin expansion, which will serve both the company and our franchisees well. We are eager to benefit from his contributions to the brand. Now, here to tell you little more about his background is GP..

Thank you, Todd, and hi, everyone. I'm excited to have the opportunity to speak with all of you today in only my second week on the job here at Wendy's. As Todd mentioned, I have come to Wendy's from the Kellogg Company, where I have spent the last 15 years in various finance roles, most recently as Vice President of Global Business Services.

Before that, I was Vice President and Chief Financial Officer for the $9.5 billion Kellogg North America business, a role I took over in 2010. I began my career with the Procter & Gamble Company, in Austria, which as you may be able to tell from my accent, is my native country.

I spent nine years there before joining Kellogg in 2000 as the Finance Director in the United Kingdom Division. I still have a lot to learn, but I am excited for the opportunity to join the leadership team of this great brand. As Todd will share with you in just a minute, we've a robust Investor Relations calendar over the next quarter.

So, I'm hopeful that I will have the opportunity to meet with most of you over the next few months and I look forward to take an active role in our second quarter conference call in August. And now, I'll turn things back over to Todd..

Thank you, GP. Please, note that we would be returning scheduled calls with the sell side for the remainder of the day, but if you need to reach us, please email Peter Koumas at peter.koumas@wendys.com or leave a message at 614-764-8478 and we'll get back to you as soon as we can.

Before we open the phone line for questions, I would like to review some upcoming events on our Investor Relations calendar. On Friday, May 20, GP, Leigh Burnside, our Vice President of Finance & Planning; Peter Koumas, our Investor Relations Manager, and I will visit the Kansas City market on a one-day road show hosted by SunTrust.

A few weeks later, on June 6, we will be hosting a reception for the investment community to meet GP and several members of our finance leadership team at the 21 Club in New York City. GP, Leigh, and Peter will remain in town to attend the Goldman and Stephens conferences on June 7 and 8.

On June 13 and 14, GP, Gavin Waugh, our Treasurer; Peter, and I will travel to the Los Angeles market to conduct a joint equity and debt road show sponsored by CL King and Guggenheim, respectively. And then on Wednesday, August 10, we will release our second quarter earnings and hold the conference call.

And with that, we are now ready to take your questions..

Our first question comes from the line of Matthew DiFrisco of Guggenheim Securities..

Thank you.

I got two questions actually, I was just curious if you could give a little bit more color on the guidance and why the slower comp outlook than the full year and obviously implying a deceleration from what you just did? In the first quarter, I heard you say, weather in the first quarter, so wonder, if that's all of it or is there somewhat of a later Easter effect as well dampening in there and if you could just sort of put that in the context of, is this a Wendy's thing or is this a industry thing, so you're still holding the share in that guidance? Then I just had a question about the Junior Bridgeman sale, color on what type of role you might play in that, what that might mean for the year, if that's implied in your guidance at all as far as revenue is generated from some of those brokerage transactions?.

Great. Thanks, Matt and good morning. Yeah, on the guidance, we are seeing a bit of a softer overall category in April. So, the category did soften modestly in April relative to what we saw in Q4 and in Q1, but we remained confident with our plans. Our high-low strategy continues to resonate with consumers.

We feel good on the high-end messaging, feel good about how 4 for $4 continues to perform and for us, the differentiator is, really, it's not just what you pay, it's what you get and at Wendy's, you get the quality of our food and we're very proud of that.

As you think about the pacing and sequencing throughout the year, we've talked to an approximately 3% full year, we're absolutely confident on that, that's a 6% two-year comp. And as you think about how the quarter lines up, over deliver the 3% in Q1, we are saying, we'll be slightly below that 3% or somewhat below that 3% in Q2.

We feel good about the back half of the year in our plans. And as you guys know, we have to lap our launch of our 4 for $4 in the fourth quarter. So, that would be our toughest comp. So, you will see some ups and downs relative to that 3% throughout the year, but feel good about where we are on a full-year basis.

Relative to Junior Bridgeman, Junior continues to look at opportunities to diversify his portfolio. It was announced that he is becoming a Coke bottler. We expect that transaction to close during the 2017 calendar year. So, we have some time to work with Junior on his succession plans, so more to come on that.

If Junior decides to do something different than having that owned by his family, then we could potentially help on that transaction, but we've still got some time to work through our future plans with Junior and he's been a fabulous franchisee and has highly supported The Wendy's system and we'll continue to partner with him on his ultimate plans..

How many of his stores have been reimaged?.

We don't get into specific reimaging for an individual franchisee and I've very rarely even talked about what their total restaurant levels are, Matt. But Junior is moving along nicely on his reimaging plot along with the requirement to have 10% of his restaurants reimaged every single year.

And he has been and will continue to be a leader in the system..

Thank you..

Thanks, Matt..

Your next question comes from the line of Matt McGinley, of Evercore ISI..

Hi. Good morning. A question on the restaurant level labor. Your company-owned labor remained flat year-over-year, which is pretty remarkable given what we are seeing with wage inflation across most restaurants.

I guess is there something specific that you're doing there that you're able to keep that flat relative to pretty high inflation we've seen across the space?.

Yeah. Matt. I guess, couple of comments on labor, the nicest thing is, we're seeing some nice operating leverage within our restaurants. So, clearly, the 4 for $4 promotion, as well as the high message and having those both going are bringing in more customers more often to our restaurants.

So, that's the nicest tailwind that you can get to managing labor input costs. If you look at where just pure wage rates have gone year-on-year, first quarter last year to first quarter this year, we're seeing about 5% to 6% inflation, some of that's driven by minimum wage, some of that's just driven by demand to access good labor.

So, we've got that as a headwind, but we've also made a lot of adjustments from a guide perspective. Bob Wright and the team did a lot of work last year with our labor guide.

We've been able to create some efficiencies on labor across the restaurant to offset some of that headwind, and we'll continue to invest in technology with things in the front of the house and consumer facing, like customer self-order kiosk, mobile order, mobile pay.

And as we've talked in the past, we'll continue to invest in the back of the house, so where can we take out non-consumer facing labor, around things like temperature controls and checking, scheduling and the like in the back of the restaurants. So, we continue to use all of those tools to mitigate any of the inflation that we see on the wage front..

All right. My second question is on the trend that you had in the value menu.

Since you've launched, has that remained pretty consistent as a percentage of mix or was it out of the gate and then it faded as people became more aware of the offering? You guys are one of the first ones to have that program launched and then you had more competition with the value menus early in 2016.

I'm just wondering if there was any change in your mix of that as the quarter progressed?.

No. We feel good that throughout the first quarter that the mix continued to hang in there exactly as we had expected, and consistent with how it performed during the launch. So, there is clearly a need and a want and a desire by the consumer base to have a high quality affordable value offer.

And we think the 4 for $4, which featured the Junior Bacon Cheeseburger in the first quarter, not only delivers on price, but it also delivers on quality as that's a great tasting offering.

And then we created some news as we went into Q2 with the addition of the Crispy Chicken BLT that continued to make sure that we kept the offer fresh and relevant and make sure that we keep it ownable to Wendy's as a bundled value play..

Okay. Thank you..

Your next question comes from the line of Chris O'Cull of KeyBanc..

Thanks. Good morning, guys. Todd, the company made a pretty sizable change to its G&A guidance only after a few months of providing it.

And I know professional and legal reserves were up about $4 million, but G&A was expected to be down substantially this year, was there any timing shifts in planned cost reductions?.

Yeah. Chris, so a couple of comments on G&A. So, originally we guided to approximately $235 million. Based on the performance that we're seeing across our key metrics, we do have to take our incentive accruals of greater than 100%, that's the way that the guidance would have been planned.

So not only within the first quarter, but throughout the rest of the calendar year, we're going to have to fund up for above plan performance in our incentive accruals. And then we had some unusual items that happened in the first quarter.

So, the work that we had on the ongoing credit card investigation, we've spent some money with private forensic investigators around professional fees. And then we looked at all of the cases that we have out there from a legal perspective.

We don't comment on any individual case, but we did bolster up our legal reserves to support all the activities that our legal team continues to work against.

And that hits in Q1 and we believe we've got all of those elements now covered in our full-year guidance of $245 million to $250, but it's really important to note that we are not coming off our $230 million commitment of G&A in 2017.

So, we look at some of these things as unusual and still have our eyes focused on the $230 million, and you will see G&A over the course of the year continue to come down as we work to sell restaurants off. So, some of this is the pacing and the sequencing of the sale of SO3 restaurants..

Okay. And then I know there was a $10 million gain recognized on a lease buyout during the first quarter. I think that was the increase year-over-year. Given you guys didn't adjust that gain out of adjusted EBITDA, I assume it's going to continue.

Can you help us understand what your adjusted EBITDA guidance assumes for these type of gains?.

Yeah. So, these type of gains would be – this one is a bit unusual at the $9.6 million year-on-year. So, $11.6 million in total was a lease buyout in New York City.

Last year, we had a couple of lease buyouts, which were about $2 million, so if you would assume what's in our outlook and future guidance, there would always be a couple of million dollars of lease buyouts. It could be an individual landlord that wants us out of a particular location.

It could be a franchisee that wants us out of a sandwich lease and has an opportunity where they think they can negotiate better than the company, so they might want to buy or sell, which was the case last year.

And there could be instances where we want to buyout of leases, so we can control things to manage our IA, which actually could be a headwind at some point in the future.

But to answer your question specific, Chris, I would assume it's very – on an ongoing basis, would be fairly consistent with what we saw last year, a couple of million dollars, year in and year out, but the pacing and sequencing of that will always be choppy, depending on what the individual instances and circumstances are..

Your next question comes from the line of Jake Bartlett of SunTrust..

Hi. Thanks for taking the question.

My question builds on that last, which is, what was built into guidance, was the lease buyout expected in guidance? And building on that question, I'm trying to understand how you are outperforming versus your prior expectations, what is driving the incentive comp a little higher, given that it looks like most of the operating guidance stays the same?.

Yeah, Jake I guess a couple of things as we think about what's really changed. So the incremental gain, the $11.6 million was not contemplated in our guidance, those things are opportunistic.

What we are really seeing is, we're recognizing the gain upfront, so if you think about what we lose is, the operating income from that individual restaurant that was closed, and in this case, that would have been a restaurant that's in the New York market that we would have sold later this year.

So we would have had a rental income stream based on a spread probably on the sandwich lease, because that would have been a leased property. So it was nice to recognize that cash up front.

As we think about what's driving the higher incentive comp, well clearly we moved our EBITDA guidance up on a full year, so down 2% to flat, to down 1% to up 1%, and as we continue to drive our same-restaurant sales towards approximately 3%, we do have a field incentive plan that's really driven on continuing to driving customer counts.

And the nice mix on price value as well as the high message continues to bring in more folks into our restaurants more often and that's one of the contributing factors along the way on that..

Great. Thanks.

And the next question is the acceleration you're implying from the second quarter into the back half, I know you can't spell out your exact plans, but anything you can tell us about whether you expect some meaningful changes with your value platform or anything that give us confidence that even as the compares get more difficult, you're going to be able to accelerate comps? Maybe playing into that, whether you've seen any increase or improvement in the last couple of weeks in trends, anything you can help us gain comfort that you're going to accelerate in the back half?.

Jake, beyond the start of the quarter, I wouldn't want to comment any further on near-term trends, but as we look at our calendar throughout the year, we test a lot of things on both the value side of the equation as well as the premium side.

And we feel good that we have a very strong line up of core support, a very strong lineup of LTOs that will come throughout the year and a nice mix across our total portfolio as we bring news around hamburgers, around chicken and around salads. And we feel good on price/value. As I said earlier, the mix continues to hang in there nicely.

We've created some news with the variety of the Crispy Chicken BLT. As we said last year, we said we tested a lot of different value bundles, so we have a toolbox of value bundles available to continue to keep the news fresh and ownable, but we'll never rest on the past and we'll continue to test what's relevant to today's consumers.

So we'll continue to test during the course of this year to make sure that even as early as back half of this year or late this year that those tests are working out well. Maybe there's some other opportunities to continue to drive messaging, whether it be on the high or on the low-end of the menu.

So it's really a lot of the work that we've done in the past to really ground the framework on the pacing and sequencing of that calendar.

And I think most important is really what the consumers are saying about us, the perception of high quality food going up, the perception of worth what you pay and the perception of modern and up-to-date restaurants. That is a differentiator that's going to bring in more customers more often.

That's a nice halo to all the ongoing activity that we bring forth on the calendar..

Great. Thank you very much..

Thanks..

Your next question comes from the line of Michael Gallo of C.L. King..

Hi. Good morning. Todd, I was wondering if you could delve in a little bit in what you saw in terms of even in relative terms how much of the comp came from traffic versus ticket.

And now that you're six months into 4-for-$4, if you can give us more specifics on how you've improved your value transactions and whether you think that that's bringing a new customer into The Wendy's restaurant, or whether that's bringing some of your existing customers more frequently? Thanks..

Yes. Thanks, Mike. As you think about traffic versus ticket, we talked a lot in the fourth quarter that we saw more customers more often coming into our restaurants. The customer counts were up. That trend continued in the first quarter. Customer counts are up. As we said in the past, we've taken very little pricing.

So we've only taken a little bit of pricing in some of the minimum wage markets. And other than that, we haven't taken pricing. So you can assume from all of that that a lot of this is driven by customer counts.

And the good news is, as we think about having a high and a low message, there are largely two different consumer basis out there, and we're trying to make sure that we meet the needs and serve both.

On the value side, it gave us an opportunity to bring in more folks, introduce them to the quality of our food, bring them in especially during that lunch daypart where we are trying to solve for that $4 to $6 price point. And then through the food and the customer experience, continue to keep them coming back, which is what we've been able to do.

And at the same time, wanting to continue to keep news on the high-end, and you think about the Deliciously Different campaign and all the quality attributes that we focused on and really driving more folks into Dave's Single, Dave's Double, and Dave's Triple and coming back with Jalapeño Fresco Spicy Chicken Sandwich and the Ghost Pepper Fries.

Those are things that bring folks into the premium side of the menu and really keeping that balance between the high and low is very important, because it really manages the average check to an area where we'd want it to be and where the franchise community feels good..

Thank you..

Thanks, Mike..

Your next question comes from the line of Alton Stump of Longbow Research..

Good morning. Just to kind of tail on a few of the questions so far as it pertains to product mix, and it was quite impressive to see how much you grew four-wall margin in the first quarter and year-over-year even with obviously a stronger value message.

And so can you just talk about, even if it's not specifics but just generally, what you're seeing in terms of how many customers might be trading down to the 4-for-$4 versus actual new customers coming in?.

Yes. The way we're looking at, we're not seeing a ton of trade down. We're looking at this as actually driving an incremental customer into our restaurant. And as we said this in the past, the one spot where we knew we had an opportunity was at that lunch daypart in the $4 to $6 price point.

So our opportunity was to have a compelling offering on the value side with the high quality of Wendy's to get back into the routine.

That heavy user during the lunch daypart is in the restaurants basically for lunch every day during the work week, and the opportunity is to get into the routine with that heavy consumer, but also bring in that lighter consumer. So we do see this largely being an incremental customer into our restaurants.

We see more trade up from Right Price Right Size into the bundled meal, which is nice, because it does manage a full meal and a check and a margin, but we don't see a ton of trade up from value into premium, but we don't see the vice versa of that either, a ton of customers trading down from premium into value, because we do think that there are largely two different customer bases that you're trying to service in our restaurants day in and day out..

That's very helpful. Thanks. And then one quick follow-up and I'll hop back in the queue. Just on the pricing front, right pricing front, at this price there hasn't been more pricing taken either by Wendy's franchisees or at company-owned store just given what's, as you mentioned, mid-single-digit higher labor cost.

How much of that is just a desire from a system to keep pricing down, obviously focusing on value and as we kind of look ahead at coming years, if you think that you can keep on holding right pricing flattish in what obviously is a rising labor cost environment?.

Yes. No, I think, we're very focused on making sure that we stay accessible and affordable. So as a company, we continue to lead and try not to take a whole lot of pricing.

We'd like the consumer to actually manage their own price by trading up from Right Price Right Size into 4-for-$4 or trading up to an LTO offering and let them decide and drive more of the price from a mix perspective than price. There is pressure on labor.

And as you would imagine, the franchise community does take a look at food and paper as a percent of sales and prices as labor moves up. But the good news is we're seeing a much better commodity market to try to hold that in check. In the first quarter, we saw about a 7% increase in our commodity market basket.

We guided on a full year to 3% and recall we're lapping high beef prices in the first half of the year and then that gap tightens. But that's a nice tailwind that the franchise community has. So we have nice balance between commodities and labor.

Over time if commodities did start to move, that's why we're working so hard to find efficiencies across the restaurant to manage the labor pressure.

All the technology initiatives that I talked about earlier in the front of the house and in the back of the house will be critical to make sure that we continue to provide a new QSR experience but at traditional QSR prices to bring in more customers into our restaurants..

That's great. Thanks for the help..

Thanks, Alton..

Your next question comes from the line of Jeffrey Bernstein of Barclays..

Great. Thank you very much. Couple of questions. First on the comp. Todd, I think you had noted that the first quarter seemed to hold up well, but then QSR as a whole maybe slowed a little bit in 2Q.

Just wondering what drivers you might think caused that slowdown for the industry and whether despite the slowdown you were able to maintain your differential and leadership versus the industry or maybe there has been some change in terms of market share just in terms of that most recent deceleration. And then I had one follow-up..

Yes. Thanks, Jeff. As you look into Q2, so it's really hard to pinpoint what had happened in the industry and we had seen a nice acceleration in real terms where the category had been growing at about 1% to 2% in Q4 and in Q1. Our guess is it probably softened to flat to up 1%.

So still healthy relative to the long term trends, but the consumer does continue to be cautious. There has been little or no wage growth. You got the general election uncertainty. So it's been hard to really pinpoint what's driving that. We have a higher concentration of restaurants in the Northeast.

The Northeast had a little tougher spring weather, so that could be a small contributor to it.

And we continue to watch the gaps in food-at-home versus food-away-from-home inflation, and that gap has widened recent and that's why we believe it's so important to have a compelling price/value message to make sure that we bring folks from food-at-home into our restaurants, because that's our biggest competitor and still our biggest opportunity.

So it's those factors, but hard to really pinpoint and we'll continue to dig in to get a better read as we get more information over the upcoming weeks and months..

Understood. And then, just on the cash flow side of things, whether it's the refranchising or the return of cash in general. On the refranchising side it sounds like you did 50 plus units in the first quarter.

Just wondering your visibility, your confidence I guess in that 300 plus units for full year, whether those are all locked in and they are just spaced throughout the year.

And as it relates to that if we should assume from a share repo standpoint that you'd use the full $300 million that's under authorization that expires at year-end 2016 or might that not happen?.

Yes, Jeff, our plan is to fully utilize the remaining $308 million share repurchase authorization and we continue to be in the open market during the first quarter. You can do the math between what we've spent in the first quarter and the remaining authorization of $308 million, so we continue to buy back shares into the second quarter.

And our commitment and expectation is to fully utilize the cash that comes in from the proceeds of the sale of restaurants to be in the market to repurchase shares. We sold 55 restaurants in Q1.

In the Q we talked about 86 are held for sale, so that means that we've basically got the books and the deal out there, but we remain absolutely confident that we will have all these restaurants sold by the end of the year.

As we sit here today, about 150 of the restaurants have already been awarded of the 260 restaurant that remain to sell, which then will leave us with two major markets about 110 restaurants to go and we feel good that there is still strong interest from existing franchisees as well as new franchisees and we'll have all those restaurants sold by the end of the year..

Great. Thank you very much..

Thanks, Jeff..

Your next question comes from the line of David Palmer of RBC Capital Markets..

Thanks. Just a follow up on that with regard to the refranchising.

Do you expect that 260 restaurants to be front-weighted then as far as the remaining quarters, a big chunk of that happening in 2Q?.

Yes, David. Good morning.

No, it'd be more spread towards the summer and the later part of the year is when the deals would get done, and we've paced in sequence each of those deals, as we've said in the past, to make sure that we've got an absolute clean handoff to the new franchise owner from the company, and we're also trying to pace and sequence all of the SO III activity against the ongoing franchise-to-franchise transaction.

So in the first quarter we spent a lot of time on 113 restaurants, a franchise-to-franchise transaction that involved a handful of markets, which took a lot of time and energy from the team.

And as we said in the past, we would expect this year about 200 franchise-to-franchise restaurant transactions to happen and we see just on the visibility of the system that 200 restaurants to 350 restaurants could happen for the next couple of years, and that's going to time and energy from our team to execute those transactions.

It's the same group that's working on selling that system optimization three restaurants that works on the franchise-to-franchise transactions..

Thanks. And just a follow-up on the EPS change in your guidance for the year. I was wondering if you could zero in why that's going up by a few cents. It looks like your higher G&A is maybe a $0.03 to $0.04 drag. You got the tax rate and food cost maybe a $0.02 boost. You had the lease buyout net of legal cost. Maybe that's a $0.01 or $0.02 boost as well.

So it feels like we're back to zero or wash before you consider anything else in the operations. But it looks like your guidance is largely unchanged sales and refranchising wise. So maybe my math is wrong. If you could help about why you think that guidance is going up? Thanks..

Yes, David, so on the G&A front, it is about $0.03, as we got a range $2.45 to $2.50. So if you take point estimates, that's about a $0.03 headwind that we're managing. And the lease buyout which wasn't in our original guidance of the $11.6 million is about a $0.03 tailwind. So those two largely wash.

The updated tax guidance is about a $0.02 favorable item for us. We've got some favorable tax audits at the state level that have been completed, and we've had some adjustments to the valuation allowance as we work through what states we ultimately are going to end in with our final footprint. So that was the drivers of that $0.02.

And then when you look at our overall EBITDA guidance, we are up from down $2 million to flat $2 million, down $1 million to up $1 million. So there's about $5 million of overall EBITDA growth.

But between the restaurant EBITDA growth within that restaurant margin range of 18.5% to 19% as well as some additional rental income that we're seeing, so our rental income is coming in a little more favorable than anticipated as we work through the sale of the company restaurants and to get in the middle of these franchise-to-franchise transactions.

The net of all of that delivers you about another $0.01..

And do you think you can keep that tax rate down in 2017 or should we go back to the historical tax rates?.

Yes, it's a little early to give guidance for 2017. Some of these things would be one-time when you get into favorable state tax audits, but some of these other items around valuation, allowance changes and others could hold. So we'll continue to work to drive our effective tax rate.

So you could see it come back up slightly, but we'll give a lot more guidance later in the year on that, David..

Thank you..

Thanks..

Your next question comes from the line of Keith Siegner of UBS..

Thanks for the question. Just to switch gears a little bit. One of the questions that we get from the investment community most often has to do with the 2018 free cash flow guidance for $200 million to $250 million.

And one area that we just haven't had a chance to really hear from you folks on is, when you think about the cash flow from operating activities and some of the adjustments there, non-cash rent, share-based compensation, what D&A looks like in 2018, maybe working cap.

Todd, if you could just give us a little color about how we think about those line items. I'm sorry for reaching out a couple years, but it really is one of the single most frequent questions we get besides near-term comps. How we think about a couple of those line items against your $200 million to $250 million free cash flow guidance? Thanks..

Yes. Keith, so a couple of things, as you think about in 2018, over time we start to see our EBITDA growing at about 10% as you get 2018 versus 2017. So you start to see some nice growth in the four wall of our restaurant, which will drive some nice cash flow. And we feel good.

We'll have a footprint of about 315 restaurants, geographically dispersed, but we'll own the property on just over 50% of those restaurants. So a really strong economic model for the core restaurants. You'll see CapEx come down dramatically. We've guided to about $80 million to $90 million as you get into the out years.

A big of chunk of that is really on the build-to-suit program. So once we get through the build-to-suit program in Canada, which we said was about $25 million in 2018, you could see that CapEx start to come down even further when you get into the further out years. But we feel good. We've got cash trapped up in Canada.

We can't get it back tax effectively. We made a commitment to drive growth, so going from 350 restaurants to about 500 restaurants. So we see a nice cash-on-cash return for utilizing that cash in Canada. We also start to see all the net new development that starts to come through and the benefits of that which will flow through on the cash flow front.

We will start to work through all of our tax loss carry-forwards over time, so you will start to see cash taxes creep up and you will see depreciation and amortization start to come down, but not as dramatic as might appears. We've done a lot of work around the core restaurants.

We'll be 85% reimaged on the company restaurants here by the end of this year. So we'll have to depreciate that piece out over time. And then you have things like the foreign tax credits, because we'll continue to see some benefit on to that even out into the 2018 calendar year.

So those are the big drivers of why we feel so comfortable of $200 million to $250 million of free cash flow in 2018..

Thank you..

Thanks, Keith..

Your next question comes from the line of Sara Senatore of Bernstein..

Thank you. First, just my condolences on Dave. I agree with everything you said. He was a wonderful guy. So I am so sorry about that. But I also wanted to, on the topic of the business, I wanted to ask about longer-term guidance as well.

Basically the targets that you've laid out for 2020, still a little bit of a ways away in terms of AUVs and margins and pretty close to industry leading in terms of those volumes and those margins. So this is a question on each of those pieces.

One on the margins; obviously a very nice lift this year, but it looks like a lot from commodities potentially. So I don't know if that's the thing that you're assuming will persist.

And then on the volumes, I guess, what do you need to see given that Image Activation is coming in at lower comp lift than when you first started the process? I guess, do you still feel confident that you can achieve those kinds of targets in 2020 given where we sit right now?.

Yes. Sara, thanks for the comments on Dave. We appreciate that.

And on the longer-term guidance for 2020, if you think about how we're going to grow the business, same-restaurant sales growth of approximately 3%, if we just take that from the AUVs that we have in the system today that does get you to about $1.8 million average AUV by 2020 and we feel through all the messaging around quality, having a balanced high-low message, continuing new things around consumer-facing technology to better connect to the hearts and minds of the consumer.

Those are all drivers that will continue to bring in customers into our restaurants.

Clearly we see a nice tailwind from IA which would be in that 3%, we're going to have a very consistent 10%-plus of restaurants get reimaged every year that starts to give us that tailwind, and then the other important thing is for the system, we've got this commitment of 1,000 new restaurants that we'll open and if you recall, new restaurants are opening today at about $1.9 million AUV.

So, those restaurants will start to grow from that much higher base, but we also said, we're going to be above 500 net restaurants. So, the restaurants that were closing along the way, our restaurants that are probably in trade areas that have moved on, which would be lower AUV.

So, that drives some of the mix to get ourselves up to that $2 million AUV and the way we've laid out our long-range plan, the math works to that and we're working on all the initiatives to make sure that we connect to the hearts and minds of the consumer to continue to bring them into our restaurants.

Now on the margin front, we've made a lot of progress, the company had 18.5% to 19% guidance this year. Traditionally, the systems had a little higher margin than the company as they've got different benefit structure, different wage structure. Little, slightly different pricing structure. So, we're well on our way towards that 20%.

We've got a lot of restaurants that are today over $2 million AUVs and then would be at over 20% restaurant-level margins. So, leverage is the key on those restaurants. So, we feel absolutely confident that we can manage those things. Commodities, hopefully, we don't see them as a huge tailwind, but hopefully, they're not a big headwind.

We know we need to manage labor and that's why we need to continue to do things around technology, around the front of the house and the back of the house, to do things around labor studies and how we best position labor without impacting the consumer experience in the restaurant, and we still have opportunities to drive folks in across different dayparts, late-afternoon daypart, dinner part – daypart, late night.

Those are all things that'll help contribute to customer-count growth, which will ultimately contribute to operating leverage and margin expansion..

Okay. And just one follow-up.

Could you just talk about how the new prototypes that you told us about in February, they're lower cost, again typically when we've seen it, when you've invested little bit less, volumes have come through less, do you anticipate that you can still generate the same kinds of volumes and margins in the lower cost prototype?.

Yeah. So, too early to declare victory on that, we've got the Canadian smart design that's been open since the beginning of the year. We continue to see nice lifts, nice returns, so we haven't seen it move to a lower side of the lift, I don't want to give specifics on one restaurant since it's early.

But that's the only restaurant of the smaller prototype design that's out and open today. We will have the U.S. smart design with our first restaurant open down in the Orlando area in July.

So more to come on that, but we feel good that all the elements of that design really are elements that still will wow the customer and make sure that they feel good and we have an urban contemporary design, they want to come into our restaurants, especially as you got a mix of two-thirds to the drive-through and one-third in the dine-in..

Great. Thank you so much..

Thanks..

Your next question comes from the line of Jason West of Credit Suisse..

Yeah. Thanks, guys. Just one on the sales momentum you're seeing the last couple of quarters. Can you talk about how important you think the 4 for $4 platform has been for driving that versus maybe just the broader industry trends.

And is this 4 for $4 platform, is that here to stay or are you guys going to be flexing off of that and then back on over time, just wasn't clear if that's a permanent item now?.

Yeah, so we will continue to push 4 for $4 as long as it's relevant to the consumer, that's why we've brought variety in here in Q2, that's why we tested a bunch of value offerings in the middle of last summer. So, we think there is a unique opportunity to drive the customers in through that, that value offering.

And when you think about two-year comps, fourth quarter for the system at 6.4%, first quarter at 6.8%, those really healthy two-year comps were really driven by shoring up the leaky bucket that we had in the past, which we had talked about for a couple of years being the value side of the equation.

So, clearly, we've brought those consumers back into our restaurant.

And as we think about, where we're going moving forward, I know we've got an easier second quarter comp from a system perspective at 2.2%, but we have a strong two-year comp of 5.4% in the second quarter, when you think about 2015 and 2014 that we're up against, and the key for that is to continue to bring in incremental customers, and we think our messaging around high, both on the core and the LTOs as well with making sure that the bundled meal message remains relevant to today's consumer, will help us continue to drive growth on growth on growth..

Okay. And then just a follow-up, around the technology piece, and I know that's got to be important in terms of maybe protecting you on some of the labor inflation, as we move forward. Do you have any updates in terms of what the usage is on things like mobile payment in your system.

Are customers really using that in any meaningful way yet? And then what about things like kiosks, are you guys rolling that or are you still in tests in a limited number, just I'm not quite sure where you guys are on that one as well?.

Yeah. So, on kiosks, we've made the comment that we'll make it generally available to the entire system in the back half of this year. So, we've had it in tests.

We feel comfortable with the direction that we're moving on the kiosk, and for the folks that really want to have it in their restaurants, you'll start to see that roll out in the back half of the year.

On mobile ordering, mobile payment, we've still got the four test markets rolling, so it's only in about 100 restaurants today, results are really too early to really make any meaningful read on, because we haven't really turned on a kind of media pressure in those markets, but we're absolutely committed to be able to do mobile order, mobile pay by the end of this year as we move the entire system onto a common PoS platform, Aloha, which will be the enabler for the future.

So, once we have that up and rolling, we can then actually have mobile order, mobile pay in all of the restaurants and then we could provide some support to drive awareness and then really get a sense of how does it connect to today's consumer..

Great. Thank you..

Thanks..

Our next question comes from the line of Joseph Buckley of Bank of America..

Hi. Thank you. So, a couple of quick ones.

In the labor cost, is there anything unusual going on with benefits or medical claims or anything of that sort that benefited that ratio?.

Yeah. Joe, in the first quarter, no unusual items than would have come through in the restaurant margin line..

Okay. And then a question on the change in the way you're going to treat the reimaged restaurants for same-store sales.

You indicated it had no impact on the first quarter, is that because so few fell into the comp base in the first quarter or were the reimage sales lifts for some reason a little bit lower on the stores that would have fell into the comps in the first quarter?.

Yeah. Joe, we really don't see a meaningful impact moving forward from the new same-restaurant sales methodology. It probably would have been more meaningful if you had to go back and restate back into 2013 and 2014. What we really want to do is simplify the reporting methodology and better align it to industry practice.

So, today we've got, as soon as they are reimaged, they come back into the comp. We have some partial closures where we don't have to completely shut down the restaurants as we become more efficient on the reimaging. So during that phase, it would stay in the comp too and no change on new. They come in after 15 months.

If you recall in the old days, it was five weeks of closure period while it's being reimaging, then it was out of comp for 13 weeks on the grand opening and then out of comp when it lapped those 18 weeks. And we're no longer seeing those big closure periods and we're no longer seeing those huge grand opening lifts they have to overcome.

We're seeing nice steady builds up to those 5% low double-digit comps and continues to build from there. And now that we're looking at a system number with a 10% plus coming in of reimages every single year, you really don't see anything that materially impacts the comp. So, more of a simplification in industry practice than anything else, Joe..

Okay. And then just one last one, the franchisee to franchisee interactions.

Is the system going to end up being much more concentrated in the hands of larger franchisees?.

Yeah. If you look at where we've been going over time, Joe, probably three years ago, we were north of 450 franchisees in North America, today we are under 400. So, you are seeing some consolidation, and I think it's a function of a couple of things, as we sell company restaurants, sell complete markets.

Some of the folks in those markets end up getting consolidated by the bigger guy. It's all in the spirit of growth, the folks want to ensure that they can control their local advertising, they can control their local pricing, but most importantly, they can control their local development, so they don't have to worry about encroaching on anybody else.

And we do have a long-tenured franchise community, some have great succession plans and others are deciding now is the time to monetize, as there's a lot of interest in entering The Wendy's system. The ongoing franchise-to-franchise transactions, that isn't about consolidation.

As we get into the middle of transactions, that's about getting restaurants in the right hands and the right operators that are focused on growth, that are really committed to driving the system forward, in some cases that could be consolidation, other cases that could be bringing in some fresh flood. So, it will be a mixture moving forward..

Okay. Thank you..

Thanks..

Your final question comes from the line of John Glass of Morgan Stanley..

Thanks very much. I just want to add my condolences for Dave. I think for a lot of us on the phone, that news hit hard and he was real fixture in a lot of our professional lives for many, many years. So, I just want to acknowledge that.

As far as comp store sales go, is there a regional difference, I think some smaller QSRs have noted that Texas had gotten weaker and Texas hadn't been weaker for fast food for a while. Have you noted that? I guess thinking about why things would weaken, it maybe a general consumer issue.

Can you just talk about the competitive intensity, has it lessened, maybe some demand that kind of gotten pulled industry wide, it got pulled into the first quarter, and maybe if there's been lessening of intensity, therefore that explains why some of this demand slack? Maybe you can comment on that please?.

Thanks, John. And thanks again for the comments on Dave. Yeah. On the comp stores, the regional differences, you do see some impacts in the oil providences in Canada, in the oil states here in the U.S., you do see some things that would have a little tougher growth scenarios than the average across the country.

That said in those markets, we've got very active franchisees that have been absolutely leading the system in reimaging, so they've been able to manage through that by bringing in more customers through improving the asset base and then keeping them coming back with the experience.

Now, if you come back to what are we seeing from a competitive intensity, it's always competitive as you know, John, in our industry and there is a lot of messaging on the value side out there, especially as the gap between food at home and food away from home widens. So I think that has probably continued a little longer than usual.

Usually, we see a lot of that activity in the first quarter and kind of balances itself out as the year goes on, but we feel good that we have message that continues to resonate with today's consumer and we feel better that the quality of our food is a real differentiator beyond price, so we feel like we're really well positioned on that front.

The rest, I think it's more just little bit of skittishness in the consumers, they think about election and see gas prices moving up a little bit, but that's not that material. They don't see any real wage growth.

So, our hope is that that's more of an aberration, but if the business has only grown at 0% to 1% into the future, we have initiatives that we have in place both on high and low that will help us continue to grow share and deliver our commitments..

Just as a final very quick follow-up, did you give color or would you give color on your comp in the first quarter traffic versus ticket, was it more of a traffic driven with less check, given the value offerings or was that not the case?.

No that would be the case, you know if you look at – we haven't taken very little pricing in the company restaurants, there probably would've been a little bit more pricing taken in the franchise restaurants. But a lot of our growth across the system would be driven by customer accounts first and then price and mix second..

Got it. Thank you..

Thanks..

Ladies and gentlemen, we have reached the allotted time for questions and answers. We thank you for participating in The Wendy's Company first quarter 2016 earnings conference call, you may now disconnect your lines and have a wonderful day..