Wendy's International (WEN)

Change in Internal Control Over Financial Reporting

We acquired the RTM Restaurant Group (“RTM”) in July 2005. Prior to our acquisition, RTM was privately held and had no public reporting obligations with the SEC. As previously reported, there had been certain deficiencies in RTM’s systems, procedures and internal control over financial reporting. During the fourth quarter of 2006, we continued to remediate those deficiencies, most notably in the areas of cash reconciliations and accounting policies and procedures. Based on our evaluation of our internal control over financial reporting as of December 31, 2006, none of the remaining deficiencies constituted a material weakness. In addition, we are continuing the process of converting to new, more robust accounting systems to be used by our restaurant business, which we currently anticipate will be implemented in the first half of 2007.

There were no other changes in our internal control over financial reporting made during our most recent fiscal quarter that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Change in Internal Control Over Financial Reporting

       As a result of the RTM Acquisition, we have changed our internal control over financial reporting to include consolidation of RTM's results of operations, as well as acquisition-related accounting and disclosures. The effects on our system of internal control over financial reporting as a result of the RTM Acquisition are discussed above. We anticipate that the remediation associated with the significant deficiencies described above will have a material effect on our internal control over financial reporting. There were no other changes in our internal control over financial reporting made during our most recent fiscal quarter that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.