Wendy's International (WEN)

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

       Our management, with the participation of our Chairman and Chief Executive Officer and our Executive Vice President and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of January 1, 2006. Based on that evaluation, our Chairman and Chief Executive Officer and our Executive Vice President and Chief Financial Officer have concluded that, as of January 1, 2006, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), including the extended period for the filing of this Form 10-K provided for under Rule 12b-25(b) of the Exchange Act.

RTM Restaurant Group

       As noted below in Management's Report on Internal Control over Financial Reporting, pursuant to guidance provided by the SEC, we have excluded from our assessment of the effectiveness of internal control over financial reporting as of January 1, 2006 the RTM Restaurant Group (“RTM”), a business we acquired on July 25, 2005. Prior to our acquisition, RTM was privately held and had no previous public company reporting obligations with the Securities and Exchange Commission.

       During our ongoing assessment of RTM's system of internal control, we have noted certain significant deficiencies in RTM's systems, procedures and internal control over financial reporting, principally attributable to a lack of sufficient permanent personnel with adequate public company accounting experience, inadequate or inconsistent accounting procedures, inaccurate journal entry preparation and account classifications, inadequate reconciliation and review processes and limitations attributable to the age of RTM's accounting systems. These deficiencies were detected principally through our existing controls and procedures at both the restaurant operating segment and parent company (Triarc) levels. To ensure that our financial statements were materially correct, we performed supplemental procedures in addition to the normal recurring control procedures and closing processes. Based on the additional procedures to supplement RTM's existing internal controls and procedures, as well as our additional reviews and procedures performed at the parent company (Triarc) level, we have concluded that our financial statements as of and for the year ended January 1, 2006 are fairly stated, in all material respects, in accordance with GAAP. We have communicated these significant deficiencies and the scope and nature of the additional procedures noted above to our Audit Committee.

       We have begun remediating these deficiencies, including the hiring of additional staff and the planning and design of enhanced controls and procedures. In addition, we are beginning plans for a conversion to new, more robust accounting systems to be used by our restaurant businesses, including RTM. Our assessment of RTM's internal control over financial reporting is ongoing, however, and we cannot be certain that additional deficiencies will not be discovered or that the existing deficiencies will not result in a delay in the filing of future periodic reports. Until our assessment is complete and related remediation effected, we will continue to perform supplemental procedures necessary to ensure that our financial statements are fairly stated, in all material respects, in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Management's Report on Internal Control Over Financial Reporting

       Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act). Our management, with the participation of our Chairman and Chief Executive Officer and our Executive Vice President and Chief Financial Officer, carried out an assessment of the effectiveness of our internal control over financial reporting as of January 1, 2006. The assessment

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was performed using the criteria for effective internal control reflected in the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

       Pursuant to SEC guidance, we have excluded from our assessment of the effectiveness of internal control over financial reporting as of January 1, 2006 RTM and AFA Service Corporation (“AFA”), an independently controlled advertising cooperative in which we have voting interests of less than 50%, but which we consolidate because we are deemed to be the primary beneficiary under GAAP. For our fiscal year ended January 1, 2006, RTM accounted for $357.5 million (or 49%) of our $727.3 million of consolidated revenues, had $18.8 million of operating profit within our $(32.1) million of consolidated operating loss and accounted for $822.9 million (29%) of our $2,809.5 million of consolidated assets. Collectively, the entities comprising RTM are “significant subsidiaries” (as defined in Regulation S-X under the Exchange Act). The effect of the consolidation of AFA was an increase to our consolidated assets of $5.6 million (less than 1%). The consolidation of AFA had no effect on our reported results of operations.

       Based on our assessment of the system of internal control, management believes that, as of January 1, 2006, our internal control over financial reporting was effective.

       Our independent registered public accounting firm, Deloitte & Touche LLP, has issued its report on our assessment of our internal control over financial reporting, which is included below.

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.

Inherent Limitations on Effectiveness of Controls

       There are inherent limitations in the effectiveness of any control system, including the potential for human error and the circumvention or overriding of the controls and procedures. Additionally, judgments in decision-making can be faulty and breakdowns can occur because of simple error or mistake. An effective control system can provide only reasonable, not absolute, assurance that the control objectives of the system are adequately met. Accordingly, our management, including our Chairman and Chief Executive Officer and our Executive Vice President and Chief Financial Officer, does not expect that our control system can prevent or detect all error or fraud. Finally, projections of any evaluation or assessment of effectiveness of a control system to future periods are subject to the risks that, over time, controls may become inadequate because of changes in an entity's operating environment or deterioration in the degree of compliance with policies or procedures.

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Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of
Triarc Companies, Inc.
New York, New York

       We have audited management's assessment, included in the accompanying Management's Report on Internal Control Over Financial Reporting, that Triarc Companies, Inc. and subsidiaries (the “Company”) maintained effective internal control over financial reporting as of January 1, 2006, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As described in Management's Report on Internal Control Over Financial Reporting, management excluded from their assessment the internal control over financial reporting at the RTM Restaurant Group (“RTM”), interests in which were acquired on July 25, 2005 and whose financial statements reflect total assets and revenues constituting 29 and 49 percent, respectively, of the related consolidated financial statement amounts as of and for the year ended January 1, 2006. Accordingly, our audit did not include the internal control over financial reporting at RTM. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the Company's internal control over financial reporting based on our audit.

       We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management's assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

       A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

       Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

       In our opinion, management's assessment that the Company maintained effective internal control over financial reporting as of January 1, 2006, is fairly stated, in all material respects, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 1, 2006, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

       We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended January 1, 2006 of the Company and our report dated March 31, 2006 expressed an unqualified opinion on those financial statements.

DELOITTE & TOUCHE LLP

New York, New York
March 31, 2006

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