Wendy's International (WEN)

Georgia and Indiana Restaurants

On September 13, 2004, the Group sold the operations of four of its Georgia restaurants to a former stockholder for net proceeds of $3,513, including cash, a note receivable for $832, and receipt of the shareholder’s stock totaling $108. On September 27, 2004, the Group sold the operations of 6 of its restaurants in Indiana to a former stockholder for net proceeds of $3,675, including cash and receipt of the shareholder’s stock totaling $1,590. The Group recognized gains aggregating $5,693 ($3,644 net of tax) resulting from these transactions. These gains are recorded in Income from discontinued operations, net of income taxes on the accompanying Combined Statements of Operations. As of May 29, 2005, $775 of gain was deferred. The deferred gain will be recognized as collections are made on a note receivable from the buyer.

As of the date of the transactions, the assets and liabilities disposed of related to these ten restaurants were recorded at a net carrying value of approximately $720. As of May 30, 2004, the net carrying value of such assets and liabilities was $602.

The results of operations of these restaurants have been included in Income from discontinued operations, net of income taxes on the accompanying Combined Statements of Operations. Revenues related to these restaurants were $10,746 and $3,712 and income before income taxes, exclusive of the gains on sale, was $1,574 and $554 in 2004 and 2005, respectively.