Wendy's International (WEN)

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

          The following unaudited pro forma condensed consolidated balance sheet as of September 30, 2007 and unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2006 and for the nine months ended September 30, 2007 of Triarc Companies, Inc. (“Triarc” and, collectively with its subsidiaries, the “Company”) have been prepared by adjusting those financial statements, as derived, reclassified, restated and condensed, as applicable, from the audited consolidated statement of operations for the year ended December 31, 2006 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 (the “Form 10-K”) and from the unaudited condensed consolidated balance sheet as of September 30, 2007 and statement of operations for the nine months ended September 30, 2007 in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007 (the “Form 10-Q”) to reflect the sale (the “Deerfield Sale”) of Deerfield & Company, LLC (“Deerfield”). In addition, the condensed consolidated statement of operations for the year ended December 31, 2006 has been restated for the effect of the adoption of FASB Staff Position No. AUG–AIR-1 “Accounting for Planned Major Maintenance Activities” (“FSP AIR-1”), effective January 1, 2007 (see “Restatement” under “Notes to Unaudited Pro Forma Condensed Consolidated Statements Of Operations”).

          The unaudited pro forma condensed consolidated financial statements have been prepared as if the Deerfield Sale had occurred as of September 30, 2007 for the unaudited pro forma condensed consolidated balance sheet and as of January 2, 2006 for the unaudited pro forma condensed consolidated statements of operations. Certain of the adjustments to the unaudited pro forma condensed consolidated financial statements and the effect thereof on the unaudited pro forma financial statements are based on estimates and are subject to change. The pro forma adjustments are described in the accompanying notes to the unaudited pro forma condensed consolidated balance sheet and statements of operations and should be read in conjunction with those statements. The unaudited pro forma condensed consolidated financial statements should also be read in conjunction with the Company’s consolidated financial statements and management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2006 and for the nine months ended September 30, 2007 contained in the Form 10-K and the Form 10-Q, respectively.

          The unaudited pro forma condensed consolidated financial statements do not purport to be indicative of the actual financial position or results of operations of the Company had the Deerfield Sale occurred on September 30, 2007 or January 2, 2006, respectively, or of the future financial position or results of operations of the Company.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

      The following unaudited pro forma condensed consolidated balance sheet of Triarc Companies, Inc. (“Triarc” and, together with its subsidiaries, the “Company”) as of July 3, 2005 and unaudited pro forma condensed consolidated statements of operations of the Company for the year ended January 2, 2005 and for the six months ended July 3, 2005 have been derived and condensed, as applicable, from (i) the audited consolidated financial statements of the Company in the Company's Annual Report on Form 10-K for the fifty-three week fiscal year ended January 2, 2005 (the “Form 10-K”) and (ii) the unaudited condensed consolidated financial statements for the twenty-six week period ended July 3, 2005 in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended July 3, 2005 (the “Form 10-Q”). These financial statements have been adjusted to reflect the acquisition (the “RTM Acquisition”) of substantially all of the equity interests or the assets of the entities comprising the RTM Restaurant Group (“RTM”) on July 25, 2005 and the related refinancing (the “Debt Refinancing”) of substantially all of the existing indebtedness of the Company's restaurant segment and certain debt of RTM with a substantial portion of the proceeds from borrowings under a new credit facility, as previously reported in the Original Form 8-K.

      The unaudited pro forma condensed consolidated financial statements have been prepared as if the RTM Acquisition and the Debt Refinancing had occurred as of July 3, 2005 for the pro forma condensed consolidated balance sheet and as of December 29, 2003 for the pro forma condensed consolidated statements of operations. These pro forma statements include the unaudited combined balance sheet of RTM as of May 29, 2005 and the unaudited combined statements of operations of RTM for the fifty-three weeks ended November 14, 2004 (the “Twelve Months Ended November 14, 2004”) and for the twenty-eight weeks ended May 29, 2005. The date and periods included in the pro forma statements are the most comparable to those of the Company and differ from those reflected in RTM's historical financial statements included in Item 9.01(a) “Financial Statements of Business Acquired” of this Form 8-K/A (“Item 9.01(a)”). A reconciliation of the audited combined statement of operations of RTM for the fiscal year ended May 30, 2004 to the unaudited combined statement of operations of RTM for the Twelve Months Ended November 14, 2004 is presented under “RTM Statement of Operations for the Twelve Months Ended November 14, 2004” in the notes to unaudited pro forma condensed consolidated statements of operations. The RTM combined financial statements for the fiscal year ended May 29, 2005 are currently being audited and, accordingly, the RTM combined balance sheet as of May 29, 2005 and the combined statement of operations for the six months ended May 29, 2005 are subject to adjustments, if any, resulting from the audit.

      The pro forma adjustments to the unaudited pro forma condensed consolidated balance sheet and the effect thereof on the unaudited pro forma condensed consolidated statements of operations are based on preliminary estimates and are subject to change. The pro forma adjustments are described in the accompanying notes to the pro forma condensed consolidated balance sheet and statements of operations and should be read in conjunction with such statements. The pro forma condensed consolidated financial statements should also be read in conjunction with (i) the Company's audited consolidated financial statements and management's discussion and analysis of financial condition and results of operations contained in the Form 10-K, (ii) the Company's unaudited condensed consolidated financial statements and management's discussion and analysis of financial condition and results of operations contained in the Form 10-Q and (iii) the audited combined and unaudited combined financial statements of RTM for the fiscal years ended May 25, 2003 and May 30, 2004 and the forty weeks ended February 29, 2004 and March 6, 2005, respectively, both included in Item 9.01(a). The pro forma condensed consolidated financial statements do not purport to be indicative of the actual financial position or results of operations of the Company had the RTM Acquisition and the Debt Refinancing actually been consummated on July 3, 2005 and December 29, 2003, respectively, or of the future financial position or results of operations of the Company.

      Due to the recent date of the RTM Acquisition, the Company is continuing the process of consulting with its advisors on the proper measurement of certain assets acquired and liabilities assumed in the acquisition. Accordingly, the allocation of the purchase price for RTM reflected in these pro forma condensed consolidated financial statements is preliminary and is subject to change. There can be no assurance that changes to the purchase price allocation will not be material.

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