Wendy's International (WEN)

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS FOR THE YEAR ENDED JANUARY 1, 2006

      The following unaudited pro forma condensed consolidated statement of operations of the Company for the year ended January 1, 2006 has been derived and condensed from the audited consolidated statement of operations of the Company in the Company's Annual Report on Form 10-K for the fifty-two week fiscal year ended January 1, 2006 (the “Form 10-K”). This statement of operations has been adjusted to reflect both the RTM Acquisition 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 credit facility entered into in connection with the RTM Acquisition, both as if they occurred on January 3, 2005.

      The pro forma condensed consolidated statement of operations has been adjusted to include the results of operations of RTM for the period commencing November 15, 2004, the beginning of RTM's third fiscal quarter, through June 6, 2005 (the “2005 RTM Pro Forma Period”), which is the pre-acquisition period most comparable to that of the Company's pre-acquisition period of January 3, 2005 through July 25, 2005 (the “2005 Pre-Acquisition Period”). Thus, the results of operations of RTM are included in the pro forma condensed consolidated statement of operations for fifty-two weeks from the combined pre- and post-acquisition periods. This 2005 RTM Pro Forma Period differs from those reflected in RTM's historical financial statements included above under “(a) Financial Statements of Business Acquired.” A reconciliation of the audited combined statement of operations of RTM for the fiscal year ended May 29, 2005 to the unaudited combined statement of operations of RTM for the 2005 RTM Pro Forma Period is presented under “RTM Statement of Operations for the 2005 RTM Pro Forma Period” in the notes to the unaudited pro forma condensed consolidated statement of operations.

      The pro forma adjustments to the unaudited pro forma condensed consolidated statement of operations are based on the allocation of the purchase price for RTM to the assets acquired and liabilities assumed. The allocation of the price for RTM remains subject to a post-closing purchase price adjustment, if any. The pro forma adjustments are described in the accompanying notes to the pro forma condensed consolidated statement of operations and should be read in conjunction with such statements. The pro forma condensed consolidated statement of operations 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 and (ii) the audited combined financial statements of RTM for the fiscal year ended May 29, 2005 set forth above under “(a) Financial Statements of Business Acquired.” The pro forma condensed consolidated statement of operations does not purport to be indicative of the actual results of operations of the Company had the RTM Acquisition and the Debt Refinancing actually been consummated on January 3, 2005, or of the future results of operations of the Company.

29