Wendy's International (WEN)

RTM Restaurant Group

       As noted below in Management's Report on Internal Control over Financial Reporting, pursuant to guidance provided by the SEC, we have excluded from our assessment of the effectiveness of internal control over financial reporting as of January 1, 2006 the RTM Restaurant Group (“RTM”), a business we acquired on July 25, 2005. Prior to our acquisition, RTM was privately held and had no previous public company reporting obligations with the Securities and Exchange Commission.

       During our ongoing assessment of RTM's system of internal control, we have noted certain significant deficiencies in RTM's systems, procedures and internal control over financial reporting, principally attributable to a lack of sufficient permanent personnel with adequate public company accounting experience, inadequate or inconsistent accounting procedures, inaccurate journal entry preparation and account classifications, inadequate reconciliation and review processes and limitations attributable to the age of RTM's accounting systems. These deficiencies were detected principally through our existing controls and procedures at both the restaurant operating segment and parent company (Triarc) levels. To ensure that our financial statements were materially correct, we performed supplemental procedures in addition to the normal recurring control procedures and closing processes. Based on the additional procedures to supplement RTM's existing internal controls and procedures, as well as our additional reviews and procedures performed at the parent company (Triarc) level, we have concluded that our financial statements as of and for the year ended January 1, 2006 are fairly stated, in all material respects, in accordance with GAAP. We have communicated these significant deficiencies and the scope and nature of the additional procedures noted above to our Audit Committee.

       We have begun remediating these deficiencies, including the hiring of additional staff and the planning and design of enhanced controls and procedures. In addition, we are beginning plans for a conversion to new, more robust accounting systems to be used by our restaurant businesses, including RTM. Our assessment of RTM's internal control over financial reporting is ongoing, however, and we cannot be certain that additional deficiencies will not be discovered or that the existing deficiencies will not result in a delay in the filing of future periodic reports. Until our assessment is complete and related remediation effected, we will continue to perform supplemental procedures necessary to ensure that our financial statements are fairly stated, in all material respects, in accordance with accounting principles generally accepted in the United States of America (“GAAP”).