Wendy's International (WEN)

Potential Corporate Restructuring

We are continuing to explore a possible corporate restructuring that is expected to involve the disposition of our asset management operations, whether through a sale of our ownership interest in our asset management business, a spin-off of our ownership interest in our asset management business to our stockholders or such other means as our board of directors may conclude would be in the best interests of our stockholders. Any such corporate restructuring is currently expected to, and any other form of corporate restructuring could, involve the Principals and our employees who perform services for the Management Company no longer being officers and employees of the Company, in which case it is expected that the management team of Arby’s would become the management of the Company. In connection with the potential restructuring, in addition to our regular quarterly dividends, in 2006 we declared and paid special cash dividends aggregating $0.45 per share on each outstanding share of our class A common stock and class B common stock, as discussed in more detail above under “Dividends.”

Depending on the nature of the restructuring, various arrangements relating to the affected businesses could be necessary, the cost of which has not been determined. Among other things, we have employment agreements and severance arrangements with certain of our executive officers and corporate employees. If we proceed with a restructuring, we would incur significant severance or contractual settlement payments under these agreements and arrangements, which would result in the Company being relieved of its long-term obligations under the employment agreements. In the case of the Executives, the amount of such payments would be subject to negotiation and approval by a special committee comprised of independent members of our board of directors which is considering these matters. There can be no assurance that a corporate restructuring will occur or of the form, terms or timing of such restructuring if it does occur. Our board of directors has not reached any definitive conclusions concerning the scope, benefits or timing of any corporate restructuring.