Wendy's International (WEN)

Auditor Fees

The following is a description of the fees billed to the Company by Deloitte during the fiscal years ended December 31, 2006 and January 1, 2006:

Audit Fees: Audit fees paid by the Company to Deloitte in connection with Deloitte’s review and audit of the Company’s annual financial statements, Deloitte’s review of the Company’s interim financial statements included in the Company’s Quarterly Reports on Form 10-Q and for services that are normally provided by Deloitte in connection with statutory and regulatory filings or engagements totaled approximately $4,035,900 for fiscal 2006 and $3,045,851 for fiscal 2005.

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Audit-Related Fees: The aggregate fees billed by Deloitte for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under the “Audit Fees” above were $500,717 for fiscal 2006 (principally for work done by Deloitte in connection with a Current Report on Form 8-K and a registration statement on Form S-3 that were filed in connection with the Company’s acquisition of the RTM Restaurant Group, standalone financial statements for certain subsidiaries of the Company and audits of certain “frozen” defined benefit plans) and $2,344,442 for fiscal 2005 (principally for due diligence with respect to the RTM acquisition).

Tax Fees: The aggregate fees billed by Deloitte for professional services rendered by Deloitte for tax compliance, tax advice and tax planning were $128,935 for fiscal 2006 (principally related to tax related research and matters related to the acquisition of the RTM Restaurant Group) and $148,675 in fiscal 2005 (principally related to tax related research and matters related to the acquisition of the RTM Restaurant Group).

All Other Fees: Fees billed to the Company by Deloitte for all other products and services provided to the Company and not reported under the three prior headings were $0 for both fiscal 2006 and fiscal 2005.

As noted in the Audit Committee Report (see page 51), the Audit Committee has considered whether the provision of services by Deloitte that were not related to the audit of the Company’s consolidated financial statements referred to above and to the reviews of the interim financial statements included in the Company’s Forms 10-Q is compatible with maintaining Deloitte’s independence.

Auditor Fees

      The following is a description of the fees billed to the Company by Deloitte during the fiscal years ended January 1, 2006 and January 2, 2005:

      Audit Fees: Audit fees paid by the Company to Deloitte in connection with Deloitte’s review and audit of the Company’s annual financial statements, Deloitte’s review of the Company’s interim financial statements included in the Company’s Quarterly Reports on Form 10-Q and for services that are normally provided by Deloitte in connection with statutory and regulatory filings or engagements totaled approximately $3,045,851 for fiscal 2005 and $1,870,531 for fiscal 2004.

      Audit-Related Fees: The aggregate fees billed by Deloitte for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under the “Audit Fees” above were $2,344,442 for fiscal 2005 (principally for due diligence with respect to the RTM acquisition) and $1,907,173 for fiscal 2004 (principally for due diligence with respect to the Deerfield acquisition).

      Tax Fees: The aggregate fees billed by Deloitte for professional services rendered by Deloitte for tax compliance, tax advice and tax planning were $148,675 in fiscal 2005 (principally related to tax related research and matters related to the RTM acquisition) and $63,165 in fiscal 2004 (principally related to matters relating to tax related research and the proposed formation of a business development company).

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      All Other Fees: Fees billed to the Company by Deloitte for all other products and services provided to the Company and not reported under the three prior headings were $0 for both fiscal 2005 and fiscal 2004.

      As noted in the Audit Committee Report (see page 44), the Audit Committee has considered whether the provision of services by Deloitte that were not related to the audit of the Company’s consolidated financial statements referred to above and to the reviews of the interim financial statements included in the Company’s Forms 10-Q is compatible with maintaining Deloitte’s independence.

Auditor Fees

      The following is a description of the fees billed to the Company by Deloitte during the fiscal years ended January 2, 2005 and December 28, 2003:

      Audit Fees: Audit fees paid by the Company to Deloitte in connection with Deloitte's review and audit of the Company's annual financial statements, Deloitte's review of the Company's interim financial statements included in the Company's Quarterly Reports on Form 10-Q and for services that are normally provided by Deloitte in connection with statutory and regulatory filings or engagements totaled approximately $1,870,531 for fiscal 2004 and $1,257,000 for fiscal 2003.

      Audit-Related Fees: The aggregate fees billed by Deloitte for assurance and related services that are reasonably related to the performance of the audit or review of the Company's financial statements and are not reported under the “Audit Fees” above were $1,907,173 for fiscal 2004 (principally for due diligence with respect to the Deerfield acquisition) and $1,212,000 for fiscal 2003 (principally for due diligence with respect to two proposed acquisitions, post-closing matters relating to the sale of the Snapple Beverage Group, which were concluded in 2003, and subsidiary stand-alone reports).

      Tax Fees: The aggregate fees billed by Deloitte for professional services rendered by Deloitte for tax compliance, tax advice and tax planning were $63,165 in fiscal 2004 (principally related to matters relating to tax related research and the proposed formation of a business development company), and $100,000 for fiscal 2003 (principally related to tax-related due diligence with respect to a potential investment and consultations with respect to federal and state tax audits).

      All Other Fees: Fees billed to the Company by Deloitte for all other products and services provided to the Company and not reported under the three prior headings were $0 for both fiscal 2004 and fiscal 2003.

      As noted in the Audit Committee Report (see page 36), the Audit Committee has considered whether the provision of services by Deloitte that were not related to the audit of the Company's consolidated financial statements referred to above and to the reviews of the interim financial statements included in the Company's Forms 10-Q is compatible with maintaining Deloitte's independence.