Wendy's International (WEN)

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.