Wendy's International (WEN)

Principles of Consolidation

The consolidated financial statements include the accounts of Triarc Companies, Inc. (“Triarc” and, collectively with its subsidiaries, the “Company”) and its subsidiaries during the periods they were owned by the Company. The principal subsidiaries of the Company as of December 31, 2006 are Arby’s Restaurant Group, Inc. (“ARG”) and Deerfield & Company LLC (“Deerfield”). ARG is a wholly-owned subsidiary that owns Arby’s, LLC (“Arby’s”), Sybra, Inc. (“Sybra”) and Arby’s Restaurant, LLC (“Arby’s Restaurant”). Sybra and Arby’s Restaurant own the entities comprising the RTM Restaurant Group (“RTM”), which was acquired by the Company on July 25, 2005. The Company acquired a 63.6% capital and profits interest in Deerfield on July 22, 2004 through a then wholly-owned subsidiary, Triarc Deerfield Holdings, LLC (“TDH”). Deerfield owns Deerfield Capital Management LLC (“Deerfield Capital”). Effective August 20, 2004 Deerfield granted membership interests in future profits (the “Profit Interests”) to certain of its key employees, which reduced the Company’s interest in profits of Deerfield subsequent to August 19, 2004 to 61.5% (see Note 17). On November 10, 2005, pursuant to an equity arrangement approved by the Company, certain members of Triarc’s management subscribed for equity interests (the “Deerfield Equity Interests”) in TDH, each of which consists of a capital interest portion and a profits interest portion. The Deerfield Equity Interests have the effective result of reducing the Company’s 61.5% interest in the profits of Deerfield to as low as 52.3%, depending on the level of Deerfield profits. See Note 17 for further discussion of the terms of these interests. The consolidated financial statements also include the accounts of Deerfield Opportunities Fund, LLC (the “Opportunities Fund”), for the period from its commencement on October 4, 2004 through the date of the Company’s effective redemption of its investment on September 29, 2006. The Company’s other subsidiaries as of December 31, 2006 that are referred to in these notes to consolidated financial statements include National Propane Corporation (“National Propane”); SEPSCO, LLC (“SEPSCO”); Citrus Acquisition Corporation which owns 100% of Adams Packing Association, Inc. (“Adams”); Madison West Associates Corp. which owns 80.1% of 280 BT Holdings LLC (“280 BT”); Jurl Holdings, LLC (“Jurl”) (see Note 17); and the DM Fund, LLC (the “DM Fund”) which commenced on March 1, 2005 and in which the Company owned a 67% capital interest prior to the redemption of its investment on December 31, 2006. The receivable for the redemption of the DM Fund as of December 31, 2006 of $5,523,000, which represents the carrying value of the investment immediately prior to its redemption, is classified within “Investment settlements receivable” in the accompanying consolidated balance sheet. This $5,523,000 receivable was fully collected as of January 16, 2007. Effective October 3, 2005, the Company also consolidates AFA Service Corporation (“AFA”), an independently controlled advertising cooperative in which the Company has voting interests of less than 50%, but with respect to which the Company is deemed to be the primary beneficiary under accounting principles generally accepted in the United States of America (“GAAP”) (see Note 24 for further discussion). In addition, the Company consolidates 30 local advertising cooperatives for which the Company has a greater than 50% voting interest. All significant intercompany balances and transactions have been eliminated in consolidation. See Note 3 for further disclosure of the acquisitions referred to above.

Principles of Consolidation

       The consolidated financial statements include the accounts of Triarc Companies, Inc. (“Triarc” and, collectively with its subsidiaries, the “Company”) and its subsidiaries. The principal subsidiaries of the Company, each indirectly wholly-owned as of January 1, 2006 unless otherwise indicated, are (1) Arby's Restaurant Group, Inc. (“ARG”), (2) Deerfield & Company LLC (“Deerfield”), in which the Company acquired a 63.6% capital interest on July 22, 2004 and (3) Deerfield Opportunities Fund, LLC (the “Opportunities Fund”), an investment fund which commenced on October 4, 2004 in which the Company holds an aggregate 76.4% direct and indirect capital interest as of January 1, 2006. ARG owns (1) Arby's, LLC (“Arby's”), (2) Sybra, Inc. (“Sybra”) and (3) Arby's Restaurant LLC (“Arby's Restaurant”), which, in turn, owns entities comprising the RTM Restaurant Group (“RTM”), which was acquired by the Company on July 25, 2005. Effective August 20, 2004 Deerfield granted membership interests in future profits (the “Profit Interests”) to certain of its key employees, which reduced the Company's interest in profits of Deerfield subsequent to August 19, 2004 to 61.5% (see Note 16). On November 10, 2005, pursuant to an equity arrangement approved by the Company, certain members of Triarc's management subscribed for equity interests (the “Deerfield Equity Interests”) in Deerfield, each of which consists of a capital interest portion and a profits interest portion. The Deerfield Equity Interests have the effective result of reducing the Company's 61.5% interest in the profits of Deerfield to as low as 52.3%, depending on the level of Deerfield profits. See Note 16 for further discussion of the terms of these interests. The Company's other wholly-owned subsidiaries at January 1, 2006 that are referred to in these notes to consolidated financial statements include National Propane Corporation (“National Propane”); SEPSCO, LLC (“SEPSCO”); Citrus Acquisition Corporation which owns 100% of Adams Packing Association, Inc. (“Adams”); and Madison West Associates Corp. which owns 58.9% of 280 BT Holdings LLC (“280 BT”). Other subsidiaries referred to in these notes are Triarc Deerfield Holdings, LLC (“TDH”) and Jurl Holdings, LLC (“Jurl”), each of which was wholly-owned by the Company until the issuance on November 10, 2005 of the Deerfield Equity Interests with respect to TDH and similar equity interests with respect to Jurl, which reduced the Company's capital interest in those respective subsidiaries to 99.7% and the Company's interest in their respective profits to as low as 85% (see Note 16); and DM Fund, LLC (the “DM Fund”) which commenced on March 1, 2005 and in which the Company owns a 93.3% capital interest. The Company effective October 3, 2005 also consolidates AFA Service Corporation (“AFA”), an independently controlled advertising cooperative in which the Company has voting interests of less than 50%, but with respect to which the Company is deemed to be the primary beneficiary under accounting principles generally accepted in the United States of America (“GAAP”) (see Note 23 for further discussion). In addition, the Company consolidates 29 local advertising cooperatives for which the Company has a greater than 50% voting interest. All significant intercompany balances and transactions have been eliminated in consolidation. See Note 3 for further disclosure of the acquisitions referred to above.