10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 2, 2011

OR

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to _______________

Commission file number: 1-2207

THE WENDY’S COMPANY

(Exact name of registrants as specified in its charter)

Delaware	38-0471180
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
One Dave Thomas Blvd., Dublin, Ohio	43017
(Address of principal executive offices)	(Zip Code)

(614) 764-3100

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year,

if changed since last report)

Commission file number: 333-161613

WENDY’S RESTAURANTS, LLC

(Exact name of registrants as specified in its charter)

Delaware	38-0471180
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
One Dave Thomas Blvd., Dublin, Ohio	43017
(Address of principal executive offices)	(Zip Code)

(614) 764-3100

(Registrant’s telephone number, including area code)

1155 Perimeter Center West, Atlanta, GA 30338

 (Former name, former address and former fiscal year,

if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

The Wendy’s Company	Yes [x] No [ ]
Wendy’s Restaurants, LLC	Yes [ ] No [x]*

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

The Wendy’s Company	Yes [x] No [ ]
Wendy’s Restaurants, LLC	Yes [x] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

The Wendy’s Company

Large accelerated filer   [x]      Accelerated filer [ ]       Non-accelerated filer [ ]      Smaller reporting company [ ]

Wendy’s Restaurants, LLC

Large accelerated filer   [ ]      Accelerated filer [ ]       Non-accelerated filer [x]      Smaller reporting company [ ]

Indicate by check mark whether either registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [x]

There were 389,140,409 shares of The Wendy’s Company common stock outstanding as of November 3, 2011.

Wendy’s Restaurants, LLC meets the conditions set forth in General Instruction (H)(1)(a) and (b) of Form 10-Q and is therefore filing this Form 10-Q with reduced disclosure format.

* Wendy’s Restaurants, LLC has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the period it was required to file such reports.

Explanatory Note

This Quarterly Report on Form 10-Q is a combined report being filed separately by The Wendy’s Company (“The Wendy’s Company”) and Wendy’s Restaurants, LLC (“Wendy’s Restaurants”), a direct 100% owned subsidiary holding company of The Wendy’s Company. Unless the context indicates otherwise, any reference in this report to the “Companies,” “we,” “us,” and “our” refers to The Wendy’s Company together with its direct and indirect subsidiaries, including Wendy’s Restaurants. Each registrant hereto is filing on its own behalf all of the information contained in this quarterly report that relates to such registrant. Each registrant hereto is not filing any information that does not relate to such registrant, and therefore makes no representation as to any such information. Until July 5, 2011, The Wendy’s Company was known as Wendy’s/Arby’s Group, Inc. and Wendy’s Restaurants was known as Wendy’s/Arby’s Restaurants, LLC.

Where information or an explanation is provided that is substantially the same for each company, such information or explanation has been combined in this Quarterly Report on Form 10-Q. Where information or an explanation is not substantially the same for each company, we have provided separate information and explanation. In addition, separate financial statements for each company are included in Part I Item 1, “Financial Statements.”

The principal subsidiaries of Wendy’s Restaurants for the periods covered in this Quarterly Report on Form 10-Q are Wendy’s International, Inc. (“Wendy’s”) and its subsidiaries. On July 4, 2011, Wendy’s Restaurants sold 100% of the common stock of Arby’s Restaurant Group, Inc. (“Arby’s”) for cash and an indirect 18.5% interest in Arby’s (see Note 2 - Discontinued Operations for additional information regarding the sale of Arby’s). As a result, substantially all of the continuing operating results of The Wendy’s Company are derived from the operating results of Wendy’s and its subsidiaries.

3

THE WENDY’S COMPANY AND SUBSIDIARIES

WENDY’S RESTAURANTS, LLC AND SUBSIDIARIES

INDEX TO FORM 10-Q

	Page
Part I: FINANCIAL INFORMATION
Item 1. Financial Statements	5
The Wendy’s Company and Subsidiaries
Condensed Consolidated Balance Sheets as of October 2, 2011 and January 2, 2011	5
Condensed Consolidated Statements of Operations for the three months and nine months ended October 2, 2011 and October 3, 2010	6
Condensed Consolidated Statements of Cash Flows for the nine months ended October 2, 2011 and October 3, 2010	7
Wendy’s Restaurants, LLC and Subsidiaries
Condensed Consolidated Balance Sheets as of October 2, 2011 and January 2, 2011	9
Condensed Consolidated Statements of Operations for the three months and nine months ended October 2, 2011 and October 3, 2010	10
Condensed Consolidated Statements of Cash Flows for the nine months ended October 2, 2011 and October 3, 2010	11
The Wendy’s Company and Subsidiaries and Wendy’s Restaurants, LLC and Subsidiaries
Combined Notes to Condensed Consolidated Financial Statements	13
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
Item 3. Quantitative and Qualitative Disclosures about Market Risk	55
Item 4. Controls and Procedures	56
Part II: OTHER INFORMATION	57
Item 1. Legal Proceedings	58
Item 1A. Risk Factors	59
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	59
Item 4. (Removed and Reserved)	59
Item 6. Exhibits	60
Signatures	62

4

PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements.

THE WENDY’S COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands)

	October 2, 2011			January 2, 2011
ASSETS	(Unaudited)
Current assets:
Cash and cash equivalents	$	488,817		$	512,508
Accounts and notes receivable	71,712			84,258
Inventories	12,508			22,694
Prepaid expenses and other current assets	32,274			24,386
Deferred income tax benefit	58,279			34,389
Advertising funds restricted assets	72,116			76,553
Total current assets	735,706			754,788
Properties	1,152,666			1,551,261
Goodwill	867,701			883,644
Other intangible assets	1,309,204			1,358,574
Investments	119,207			107,223
Deferred costs and other assets	68,811			77,164
Total assets	$	4,253,295		$	4,732,654
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	8,088		$	18,415
Accounts payable	69,599			81,361
Accrued expenses and other current liabilities	192,722			245,157
Advertising funds restricted liabilities	72,116			76,553
Total current liabilities	342,525			421,486
Long-term debt	1,348,707			1,553,987
Deferred income	13,137			11,460
Deferred income taxes	441,896			412,293
Other liabilities	109,677			170,254
Commitments and contingencies
Stockholders’ equity:
Common stock	47,042			47,042
Additional paid-in capital	2,781,497			2,771,126
Accumulated deficit	(431,197		)	(412,464		)
Common stock held in treasury, at cost	(394,257		)	(249,547		)
Accumulated other comprehensive (loss) income	(5,732		)	7,017
Total stockholders’ equity	1,997,353			2,163,174
Total liabilities and stockholders’ equity	$	4,253,295		$	4,732,654

See accompanying notes to condensed consolidated financial statements.

5

THE WENDY’S COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands Except Per Share Amounts)

	Three Months Ended						Nine Months Ended
	October 2, 2011			October 3, 2010			October 2, 2011			October 3, 2010
	(Unaudited)
Revenues:
Sales	$	534,525		$	525,082		$	1,588,048		$	1,570,240
Franchise revenues	76,891			75,626			228,292			222,616
	611,416			600,708			1,816,340			1,792,856
Costs and expenses:
Cost of sales	458,000			451,319			1,361,669			1,324,970
General and administrative	66,006			73,984			215,147			230,405
Transaction related costs	23,839			—			30,762			—
Depreciation and amortization	30,816			32,639			90,972			96,452
Impairment of long-lived assets	—			20,921			8,262			21,403
Other operating expense, net	365			1,555			1,687			2,728
	579,026			580,418			1,708,499			1,675,958
Operating profit	32,390			20,290			107,841			116,898
Interest expense	(28,384		)	(29,159		)	(85,915		)	(89,740		)
Loss on early extinguishment of debt	—			—			—			(26,197		)
Investment income, net	3			77			188			5,254
Other income, net	301			163			706			2,116
Income (loss) from continuing operations before      income taxes	4,310			(8,629		)	22,820			8,331
(Provision for) benefit from income taxes	(1,766		)	7,872			(9,198		)	3,665
Income (loss) from continuing operations	2,544			(757		)	13,622			11,996
Discontinued operations:
(Loss) income from discontinued operations, net      of income taxes	(1,441		)	(152		)	1,118			(5,563		)
Loss on disposal of discontinued operations, net      of income taxes	(5,069		)	—			(8,849		)	—
Net loss from discontinued operations	(6,510		)	(152		)	(7,731		)	(5,563		)
Net (loss) income	$	(3,966	)	$	(909	)	$	5,891		$	6,433
Basic and diluted income (loss) per share:
Continuing operations	$	.01		$	0.00		$	.03		$	.03
Discontinued operations	(.02		)	0.00			(.02		)	(.02		)
Net (loss) income	$	(.01	)	$	0.00		$	.01		$	.01
Dividends per share:	$	.02		$	.015		$	.06		$	.045

See accompanying notes to condensed consolidated financial statements.

6

THE WENDY’S COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

	Nine Months Ended
	October 2, 2011			October 3, 2010
	(Unaudited)
Cash flows from operating activities:
Net income	$	5,891		$	6,433
Adjustments to reconcile net income to net cash provided by operating    activities:
Depreciation and amortization	113,085			137,448
Net receipt of deferred vendor incentives	13,876			10,096
Share-based compensation provision	13,756			10,519
Distributions received from joint venture	10,784			9,718
Impairment of long-lived assets	9,820			41,424
Loss on disposal of Arby’s	8,849			—
Non-cash rent expense	6,169			7,152
Accretion of long-term debt	6,137			13,013
Write-off and amortization of deferred financing costs	4,863			10,391
Deferred income tax provision (benefit), net	4,871			(16,298		)
Provision for doubtful accounts	2,004			7,586
Operating investment adjustments, net (see below)	(145		)	(5,201		)
Equity in earnings in joint ventures, net	(7,817		)	(7,127		)
Other, net	128			(2,171		)
Changes in operating assets and liabilities:
Accounts and notes receivable	(6,550		)	(6,971		)
Inventories	(210		)	1,824
Prepaid expenses and other current assets	(8,138		)	(6,853		)
Accounts payable	9,365			(8,973		)
Accrued expenses and other current liabilities	(4,635		)	(34,533		)
Net cash provided by operating activities	182,103			167,477
Cash flows from investing activities:
Proceeds from sale of Arby’s, net	103,162			—
Proceeds from other dispositions	3,799			4,394
Capital expenditures	(91,913		)	(94,736		)
Restaurant acquisitions	(6,613		)	—
Franchise incentive loans	(1,269		)	—
Investment activities, net (see below)	(818		)	32,237
Other, net	(245		)	407
Net cash provided by (used in) investing activities	6,103			(57,698		)
Cash flows from financing activities:
Proceeds from long-term debt	—			497,661
Repayments of long-term debt	(36,611		)	(470,942		)
Proceeds from stock option exercises	5,345			1,380
Repurchases of common stock	(152,681		)	(173,537		)
Dividends paid	(24,584		)	(19,260		)
Deferred financing costs	(57		)	(16,286		)
Other, net	(753		)	(894		)
Net cash used in financing activities	(209,341		)	(181,878		)
Net cash used in operations before effect of exchange rate     changes on cash	(21,135		)	(72,099		)
Effect of exchange rate changes on cash	(2,556		)	894
Net decrease in cash and cash equivalents	(23,691		)	(71,205		)
Cash and cash equivalents at beginning of period	512,508			591,719
Cash and cash equivalents at end of period	$	488,817		$	520,514

7

THE WENDY’S COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

(In Thousands)

	Nine Months Ended
	October 2, 2011			October 3, 2010
	(Unaudited)
Detail of cash flows related to investments:
Operating investment adjustments, net:
Income on collection of DFR Notes	$	—		$	(4,909	)
Other net recognized gains	(145		)	(292		)
	$	(145	)	$	(5,201	)
Investment activities, net:
Proceeds from sales of investments	$	365		$	1,810
Proceeds from repayment of DFR Notes	—			30,752
Cost of securities	—			(325		)
Investment in joint venture	(1,183		)	—
	$	(818	)	$	32,237
Supplemental cash flow information:
Cash paid during the period for:
Interest	$	96,760		$	108,556
Income taxes, net of refunds	$	11,523		$	11,513
Supplemental non-cash investing and financing activities:
Total capital expenditures	$	92,707		$	99,553
Cash capital expenditures	(91,913		)	(94,736		)
Non-cash capitalized lease and certain sales-leaseback obligations	$	794		$	4,817
Indirect investment in Arby's	$	19,000		$	—

See accompanying notes to condensed consolidated financial statements.

8

WENDY’S RESTAURANTS, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands)

	October 2, 2011			January 2, 2011
ASSETS	(Unaudited)
Current assets:
Cash and cash equivalents	$	345,517		$	198,686
Accounts and notes receivable	70,808			83,352
Inventories	12,508			22,694
Prepaid expenses and other current assets	23,385			24,032
Deferred income tax benefit	59,758			45,067
Advertising funds restricted assets	72,116			76,553
Total current assets	584,092			450,384
Properties	1,152,617			1,541,853
Goodwill	872,978			888,921
Other intangible assets	1,309,204			1,358,574
Investments	114,609			102,406
Deferred costs and other assets	67,879			74,559
Total assets	$	4,101,379		$	4,416,697
LIABILITIES AND INVESTED EQUITY
Current liabilities:
Current portion of long-term debt	$	6,651		$	17,047
Accounts payable	69,157			81,148
Accrued expenses and other current liabilities	193,510			244,300
Advertising funds restricted liabilities	72,116			76,553
Total current liabilities	341,434			419,048
Long-term debt	1,338,490			1,542,684
Due to parent	19,401			30,808
Deferred income	13,137			11,460
Deferred income taxes	502,598			478,472
Other liabilities	96,806			157,595
Commitments and contingencies
Invested equity:
Member interest, $0.01 par value; 1,000 shares authorized, one share issued and outstanding	—			—
Other capital	2,436,432			2,423,459
Accumulated deficit	(487,186		)	(499,500		)
Advances to parent	(155,000		)	(155,000		)
Accumulated other comprehensive (loss) income	(4,733		)	7,671
Total invested equity	1,789,513			1,776,630
Total liabilities and invested equity	$	4,101,379		$	4,416,697

See accompanying notes to condensed consolidated financial statements.

9

WENDY’S RESTAURANTS, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands)

	Three Months Ended						Nine Months Ended
	October 2, 2011			October 3, 2010			October 2, 2011			October 3, 2010
	(Unaudited)
Revenues:
Sales	$	534,525		$	525,082		$	1,588,048		$	1,570,240
Franchise revenues	76,891			75,626			228,292			222,616
	611,416			600,708			1,816,340			1,792,856
Costs and expenses:
Cost of sales	458,000			451,319			1,361,669			1,324,970
General and administrative	62,732			72,360			207,373			225,206
Transaction related costs	23,571			—			29,542			—
Depreciation and amortization	30,758			32,174			90,390			95,055
Impairment of long-lived assets	—			20,921			8,262			21,403
Other operating expense, net	362			1,553			1,582			2,887
	575,423			578,327			1,698,818			1,669,521
Operating profit	35,993			22,381			117,522			123,335
Interest expense	(28,171		)	(28,855		)	(85,254		)	(88,752		)
Loss on early extinguishment of debt	—			—			—			(26,197		)
Other income, net	301			234			703			999
Income (loss) from continuing operations before      income taxes	8,123			(6,240		)	32,971			9,385
(Provision for) benefit from income taxes	(3,213		)	6,749			(12,926		)	3,350
Income from continuing operations	4,910			509			20,045			12,735
Discontinued operations:
(Loss) income from discontinued operations, net      of income taxes	(1,441		)	(152		)	1,118			(5,563		)
Loss on disposal of discontinued operations, net      of income taxes	(5,069		)	—			(8,849		)	—
Net loss from discontinued operations	(6,510		)	(152		)	(7,731		)	(5,563		)
Net (loss) income	$	(1,600	)	$	357		$	12,314		$	7,172

See accompanying notes to condensed consolidated financial statements.

10

WENDY’S RESTAURANTS, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

	Nine Months Ended
	October 2, 2011			October 3, 2010
	(Unaudited)
Cash flows from operating activities:
Net income	$	12,314		$	7,172
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	112,503			136,051
Net receipt of deferred vendor incentives	13,876			10,096
Share-based compensation provision	12,973			9,841
Distributions received from joint venture	10,784			9,718
Impairment of long-lived assets	9,820			41,424
Loss on disposal of Arby’s	8,849			—
Deferred income tax provision (benefit), net	8,600			(4,918		)
Non-cash rent expense	6,166			7,152
Accretion of long-term debt	6,137			13,013
Write-off and amortization of deferred financing costs	4,854			10,378
Tax sharing payable to parent, net	2,437			(8,673		)
Provision for doubtful accounts	2,004			7,586
Other operating transactions with parent	(4,366		)	(6,831		)
Equity in earnings in joint ventures, net	(7,817		)	(7,127		)
Tax sharing payment to parent	(13,078		)	—
Other, net	191			(1,731		)
Changes in operating assets and liabilities:
Accounts and notes receivable	(6,664		)	(6,721		)
Inventories	(210		)	1,824
Prepaid expenses and other current assets	(8,520		)	(7,386		)
Accounts payable	8,960			(7,289		)
Accrued expenses and other current liabilities	(513		)	(32,616		)
Net cash provided by operating activities	179,300			170,963
Cash flows from investing activities:
Proceeds from sale of Arby’s, net	103,162			—
Proceeds from other dispositions	3,799			4,394
Capital expenditures	(91,913		)	(94,736		)
Restaurant acquisitions	(6,613		)	—
Franchise incentive loans	(1,269		)	—
Investment in joint venture	(1,183		)	—
Other, net	(245		)	1,369
Net cash provided by (used in) investing activities	5,738			(88,973		)
Cash flows from financing activities:
Proceeds from long-term debt	—			497,661
Repayments of long-term debt	(35,594		)	(462,831		)
Dividends paid to parent	—			(443,700		)
Deferred financing costs	(57		)	(16,286		)
Net cash used in financing activities	(35,651		)	(425,156		)
Net cash provided by (used in) operations before effect of exchange rate changes on cash	149,387			(343,166		)
Effect of exchange rate changes on cash	(2,556		)	894
Net increase (decrease) in cash and cash equivalents	146,831			(342,272		)
Cash and cash equivalents at beginning of period	198,686			538,864
Cash and cash equivalents at end of period	$	345,517		$	196,592

11

WENDY’S RESTAURANTS, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

(In Thousands)

	Nine Months Ended
	October 2, 2011			October 3, 2010
	(Unaudited)
Supplemental cash flow information:
Cash paid during the period for:
Interest	$	96,097		$	107,326
Income taxes, net of refunds	$	9,531		$	7,458
Supplemental non-cash investing and financing activities:
Total capital expenditures	$	92,707		$	99,553
Cash capital expenditures	(91,913		)	(94,736		)
Non-cash capitalized lease and certain sales-leaseback obligations	$	794		$	4,817
Indirect investment in Arby's	$	19,000		$	—

See accompanying notes to condensed consolidated financial statements.

12

THE WENDY’S COMPANY AND SUBSIDIARIES

WENDY’S RESTAURANTS, LLC AND SUBSIDIARIES

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

(1) Basis of Presentation

The accompanying unaudited condensed consolidated financial statements (the “Financial Statements”) of The Wendy’s Company (“The Wendy’s Company” and, together with its subsidiaries, the “Company”) and Wendy’s Restaurants, LLC (“Wendy’s Restaurants”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and, therefore, do not include all information and footnotes required by GAAP for complete financial statements. In our opinion, the Financial Statements contain all adjustments necessary to present fairly our financial position as of October 2, 2011 and the results of our operations for the three months and nine months ended October 2, 2011 and October 3, 2010 and our cash flows for the nine months ended October 2, 2011 and October 3, 2010. The results of operations for the three months and nine months ended October 2, 2011 are not necessarily indicative of the results to be expected for the full 2011 fiscal year. These Financial Statements should be read in conjunction with the audited consolidated financial statements for The Wendy’s Company and Wendy’s Restaurants, and combined notes thereto, included in our Annual Report on Form 10-K for the fiscal year ended January 2, 2011 (the “Form 10-K”).

On July 5, 2011, and as a result of the sale of Arby’s Restaurant Group, Inc. (“Arby’s”) discussed in Note 2, Wendy’s/Arby’s Group, Inc. changed its name to The Wendy’s Company and Wendy’s/Arby’s Restaurants, LLC, a 100% owned subsidiary of The Wendy’s Company, changed its name to Wendy’s Restaurants.

The Wendy’s Company and Wendy’s Restaurants (together, the “Companies”) manage and internally report their business in one segment: the operation and franchising of Wendy’s^® restaurants through a wholly owned subsidiary Wendy’s International, Inc. (“Wendy’s”), including its wholesale bakery operations. References herein to The Wendy’s Company corporate (“Corporate”) represent The Wendy’s Company parent company only functions and their effect on the Company’s consolidated results of operations and financial condition.

We report on a fiscal year consisting of 52 or 53 weeks ending on the Sunday closest to December 31. All three month and nine month periods presented herein contain 13 weeks and 39 weeks, respectively. All references to years and quarters relate to fiscal periods rather than calendar periods.

(2) Discontinued Operations

On July 4, 2011, Wendy’s Restaurants completed the sale of 100% of the common stock of Arby’s, its wholly owned subsidiary, to ARG IH Corporation (“Buyer”), a wholly owned subsidiary of ARG Holding Corporation (“Buyer Parent”), for $130,000 in cash (subject to customary purchase price adjustments) and 18.5% of the common stock of Buyer Parent (through which Wendy’s Restaurants indirectly retained an 18.5% interest in Arby’s) with a fair value of $19,000. Buyer and Buyer Parent were formed for purposes of this transaction. The Buyer also assumed approximately $190,000 of Arby’s debt, consisting primarily of capital lease and sale-leaseback obligations. The sale occurred pursuant to the terms of a Purchase and Sale Agreement by and among Wendy’s Restaurants, Buyer Parent and Buyer dated as of June 13, 2011. In accordance with the Purchase and Sale Agreement, The Wendy’s Company made an election under §338(h)(10) of the Internal Revenue Code, which has the effect of treating the transaction as a sale of assets and results in an approximate $240,000 ordinary loss for income tax purposes. Had this election not been made, the sale of Arby’s common stock would have resulted in a capital loss for income tax purposes.

Wendy’s Restaurants also entered into a Stockholders Agreement with Buyer Parent and ARG Investment Corporation, an entity affiliated with Buyer Parent, which sets forth certain agreements among the parties thereto concerning, among other things, the governance of Buyer Parent and transfer rights, information rights and registration rights with respect to the equity securities of Buyer Parent. In addition, Wendy’s Restaurants entered into a Transition Services Agreement with Buyer, pursuant to which it is providing and being reimbursed for continuing corporate and shared services to Buyer for a limited period of time; such services are currently anticipated to be completed by the end of 2011.

Information related to Arby’s has been reflected in the accompanying condensed consolidated financial statements as follows:

• Balance sheets - As a result of our sale of Arby’s on July 4, 2011, there are no remaining Arby’s assets and liabilities as of October 2, 2011. Arby’s assets and liabilities were included in our condensed consolidated balance sheet as of January 2, 2011; however, they were not reclassified to discontinued operations.

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THE WENDY’S COMPANY AND SUBSIDIARIES

WENDY’S RESTAURANTS, LLC AND SUBSIDIARIES

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

• Statements of operations - Arby’s (loss) income from operations for the period from January 3, 2011 through July 3, 2011 and the three months and nine months ended October 3, 2010 has been classified as discontinued operations. Loss from discontinued operations for the three months and nine months ended October 2, 2011 also includes additional Arby’s expenses which were incurred as a result of the sale and the loss on Arby’s disposal, as further described below.

• Statements of cash flows - Arby’s cash flows prior to its sale (for the period from January 3, 2011 through July 3, 2011 and for the nine months ended October 3, 2010) have been included in, and not separately reported from, all our cash flows. The statement of cash flows for the nine months ended October 2, 2011 also includes the effects of the sale of Arby’s in the third quarter of 2011.

Our condensed consolidated statements of operations for periods through July 3, 2011 (prior to the Arby’s sale) include certain indirect corporate overhead costs in “General and administrative,” which for segment reporting purposes had previously been allocated to Arby’s. These indirect corporate overhead costs do not qualify for classification within discontinued operations, and therefore are included in “General and administrative” in continuing operations. Interest expense on Arby’s debt that was assumed by Buyer has been included in discontinued operations; interest expense on Wendy’s Restaurants’ credit agreement, which was not required to be repaid as a result of the sale, continues to be included in “Interest expense” in continuing operations.

The following table details Arby’s revenues and (loss) income from operations which have been reported in discontinued operations:

	Three Months Ended						Nine Months Ended
	October 2, 2011			October 3, 2010			October 2, 2011			October 3, 2010
Revenues	$	—		$	260,506		$	546,453		$	782,826
Loss from discontinued operations, net of      income taxes:
(Loss) income from discontinued operations before      income taxes	$	(2,287	)	$	(4,549	)	$	1,992		$	(11,492	)
Benefit from (provision for) income taxes	846			4,397			(874		)	5,929
	(1,441		)	(152		)	1,118			(5,563		)
Loss on disposal, net of income taxes	(5,069		)	—			(8,849		)	—
Loss from discontinued operations	$	(6,510	)	$	(152	)	$	(7,731	)	$	(5,563	)

Included in loss from discontinued operations for the three months ended October 2, 2011 are (1) $2,112 for certain sales and use tax liabilities pursuant to the indemnification provisions of the Purchase and Sale Agreement, (2) incentive compensation of $704 as a result of the completion of the Arby’s sale, and (3) the reversal of previously recognized compensation costs of $529 due to the modification of the terms of stock awards which had been issued to Arby’s employees.

The Companies recorded a pre-tax loss on disposal of Arby’s of $5,277 during the nine months ended October 2, 2011 which included the effect of the valuation of our indirect retained interest ($19,000), transaction closing costs ($11,500), and post closing purchase price adjustments primarily related to working capital ($14,800). During the three months ended October 2, 2011, the Companies recorded favorable adjustments of $723 which reduced the estimated loss on disposal recorded in the second quarter of 2011. The Companies recognized income tax expense associated with the loss on disposal of $3,572 during the nine months ended October 2, 2011. This income tax expense was comprised of (1) an income tax benefit (expense) of $2,220 and $(268) recorded in the second and third quarter of 2011, respectively, on the pre-tax loss on disposal and (2) income tax expense of $5,524 recorded in the third quarter of 2011 upon completion of the Arby’s sale due to a permanent difference between the book and tax basis of Arby’s goodwill.

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THE WENDY’S COMPANY AND SUBSIDIARIES

WENDY’S RESTAURANTS, LLC AND SUBSIDIARIES

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

The following table sets forth the effect of the sale of Arby’s on certain information of Wendy’s Restaurants as of January 2, 2011 as disclosed in the combined notes to our consolidated financial statements included in the Form 10-K:

	Applicable to
	Discontinued Operations		Continuing Operations
Total future operating lease commitments:
Rental payments	$	729,940	$	958,872
Rental receipts	33,016		52,516
Future rental receipts on owned properties	24,985		53,907
Pledged assets	325,774		2,557,456
Future purchase and capital commitments:
Beverage agreements	52,301		175,249
Capital expenditures	5,316		12,879

In addition and as a result of the sale, Arby’s guarantees and other commitments as of January 2, 2011 that are separately disclosed in the combined notes to our consolidated financial statements included in the Form 10-K are no longer obligations of the Companies.

(3) Acquisitions and Other Dispositions

During the nine months ended October 2, 2011, Wendy’s acquired nine Wendy’s franchised restaurants in three separate acquisitions. The total consideration for these acquisitions before post closing adjustments was $7,673 consisting of (1) $6,613 of cash, net of $55 of cash acquired, and (2) the issuance of a note payable of $1,060. The total consideration was allocated to net tangible and identifiable intangible assets acquired, primarily properties, and liabilities assumed based on their estimated fair values with the excess of $3,689 recognized as goodwill. During the nine months ended October 2, 2011, Wendy’s also assumed the operations and management of four additional Wendy’s franchised restaurants.

During the nine months ended October 2, 2011, Wendy’s received proceeds from dispositions of $2,865 consisting of $1,125 from the sale of three company-owned Wendy’s restaurants to franchisees, $899 from the sale of surplus properties, and $841 related to other dispositions. These sales resulted in a net gain of $744 which is included as an offset to “Depreciation and amortization.”

During the nine months ended October 3, 2010, Wendy’s received proceeds from dispositions of $2,174 consisting of $1,123 from the sale of surplus properties, $821 from the sale of two company-owned Wendy’s restaurants, and $230 related to other dispositions. These sales resulted in a net gain of $1,292 which is included as an offset to “Depreciation and amortization.”

(4) DFR Notes

(The Wendy’s Company)

On June 9, 2010, pursuant to a March 2010 agreement between the Company and Deerfield Capital Corp. (“DFR”), we received cash proceeds of $31,330, including interest, in consideration for the repayment and cancellation of the series A senior notes (the “DFR Notes”) we received in December 2007 in connection with the sale of Deerfield & Company (the “Deerfield Sale”) to DFR. Additional information on the DFR Notes and the Deerfield Sale is discussed in the Form 10-K. The proceeds represented 64.1% of the $47,986 aggregate principal amount of the DFR Notes.

During the fourth quarter of 2008, we recognized an allowance for collectability of $21,227 to reduce the then carrying amount of the notes to $24,983. As a result, we recognized income of $4,909 during the nine months ended October 3, 2010, as the repayment proceeds exceeded the carrying value of the DFR Notes. This gain is included in “Investment income, net.”

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THE WENDY’S COMPANY AND SUBSIDIARIES

WENDY’S RESTAURANTS, LLC AND SUBSIDIARIES

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

(5) Investment in Joint Ventures

Investment in Joint Venture with Tim Hortons Inc.

Wendy’s is a partner in a Canadian restaurant real estate joint venture (“TimWen”) with Tim Hortons Inc. Wendy’s 50% share of the joint venture is accounted for using the equity method of accounting. Our equity in earnings from TimWen is included in “Other operating expense, net.”

Presented below is an unaudited summary of activity related to our portion of TimWen included in our condensed consolidated balance sheets and condensed consolidated statements of operations:

	Nine Months Ended
	October 2, 2011			October 3, 2010
Balance at beginning of period (a)	$	98,631		$	97,476
Equity in earnings for the period	10,258			9,309
Amortization of purchase price adjustments	(2,170		)	(2,182		)
	8,088			7,127
Distributions received	(10,784		)	(9,718		)
Currency translation adjustment included in “Comprehensive    income”	(5,050		)	3,465
Balance at end of period (a)	$	90,885		$	98,350
_____________________
(a) Included in “Investments.”

Presented below is a summary of unaudited financial information of TimWen as of and for the nine months ended October 2, 2011 and October 3, 2010, respectively, in Canadian dollars. The summary balance sheet financial information does not distinguish between current and long-term assets and liabilities:

	October 2, 2011		October 3, 2010
Balance sheet information:
Properties	C$	76,158	C$	80,011
Cash and cash equivalents	2,644		2,315
Accounts receivable	4,418		3,941
Other	2,628		3,011
	C$	85,848	C$	89,278
Accounts payable and accrued liabilities	C$	1,541	C$	1,418
Other liabilities	8,975		8,844
Partners’ equity	75,332		79,016
	C$	85,848	C$	89,278

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THE WENDY’S COMPANY AND SUBSIDIARIES

WENDY’S RESTAURANTS, LLC AND SUBSIDIARIES

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

	Nine Months Ended
	October 2, 2011		October 3, 2010
Income statement information:
Revenues	C$	29,131	C$	28,620
Income before income taxes and net income	20,404		19,064

Investment in Joint Venture in Japan

During the second quarter of 2011, Wendy’s entered into a joint venture for the operation of Wendy’s restaurants in Japan (the “Japan JV”). Wendy’s 49% share of the joint venture is accounted for using the equity method of accounting. The Japan JV expects to open its first restaurant before the end of 2011.

As of October 2, 2011, the carrying value of our investment in the Japan JV was $912, which is included in “Investments.” For the nine months ended October 2, 2011, we recognized a loss of $271 which is included in “Other operating expense, net.”

(6) Fair Value of Financial Instruments

Below are the carrying amounts and estimated fair values of the Companies’ financial instruments for which the disclosure of fair values is required.

	October 2, 2011
	Wendy’s Restaurants		Corporate		The Wendy’s Company
Financial assets
Carrying Amount:
Non-current cost investments	$	22,812	$	4,598	$	27,410
Interest rate swaps	13,014		—		13,014
Fair Value:
Non-current cost investments (a)	$	25,219	$	20,600	$	45,819
Interest rate swaps (b)	13,014		—		13,014

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THE WENDY’S COMPANY AND SUBSIDIARIES

WENDY’S RESTAURANTS, LLC AND SUBSIDIARIES

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

	October 2, 2011
	Carrying Amount		Fair Value
Financial liabilities
Long-term debt, including current portion:
10% senior notes (c)	$	554,474	$	602,855
Wendy’s Restaurants term loan (c)	467,163		466,718
6.20% senior notes (c)	224,777		234,000
Sale-leaseback obligations (d)	1,460		1,732
Capitalized lease obligations (d)	14,151		15,585
7% debentures (c)	82,056		87,500
Other	1,060		1,088
Total Wendy’s Restaurants long-term debt, including current portion	1,345,141		1,409,478
6.54% aircraft term loan (d)	11,654		11,840
Total The Wendy’s Company long-term debt, including current portion	$	1,356,795	$	1,421,318

Guarantees of:
Franchisee loans obligations (e)	$	420	$	420

_______________

(a) Fair value of these investments was based entirely on statements of account received from investment managers or investees which were principally based on quoted market or broker/dealer prices. To the extent that some of these investments, including the underlying investments in investment limited partnerships, do not have available quoted market or broker/dealer prices, the Companies relied on valuations performed by the investment managers or investees in valuing those investments or third-party appraisals.

(b) The fair values were based on information provided by the bank counterparties that is model-driven and whose inputs were observable or whose significant value drivers were observable.

(c) The fair values were based on quoted market prices.

(d) The fair values were determined by discounting the future scheduled principal payments using an interest rate assuming the same original issuance spread over a current U.S. Treasury bond yield for securities with similar durations.

(e) Wendy’s provided loan guarantees to various lenders on behalf of franchisees entering into pooled debt facility arrangements for new store development and equipment financing. Wendy’s has accrued a liability for the fair value of these guarantees, the calculation for which was based upon a weighted average risk percentage established at the inception of each program.

The carrying amounts of cash and cash equivalents, accounts payable and accrued expenses approximated fair value due to the short-term maturities of those items. The carrying amounts of accounts and notes receivable (both current and non-current) approximated fair value due to the effect of related allowances for doubtful accounts and notes receivable.

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THE WENDY’S COMPANY AND SUBSIDIARIES

WENDY’S RESTAURANTS, LLC AND SUBSIDIARIES

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

Valuation techniques under the accounting guidance related to fair value measurements were based on observable and unobservable inputs. Observable inputs reflected readily obtainable data from independent sources, while unobservable inputs reflected our market assumptions. These inputs are classified into the following hierarchy:

Level 1 Inputs - Quoted prices for identical assets or liabilities in active markets.

Level 2 Inputs - Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 Inputs - Pricing inputs are unobservable for the assets or liabilities and include situations where there is little, if any, market activity for the assets or liabilities. The inputs into the determination of fair value require significant management judgment or estimation.

The following table presents the Companies’ financial assets and liabilities (other than cash and cash equivalents) measured at fair value on a recurring basis as of October 2, 2011 by the valuation hierarchy as defined in the fair value guidance:

			Fair Value Measurements
	October 2, 2011		Level 1		Level 2		Level 3
Interest rate swaps (included in “Deferred costs      and other assets”)	$	13,014	$	—	$	13,014	$	—

The following table presents the fair values for those assets and liabilities of continuing operations measured at fair value during the nine months ended October 2, 2011 on a non-recurring basis. Total losses include losses recognized from all non-recurring fair value measurements during the nine months ended October 2, 2011. The carrying value of properties presented in the table below substantially represents the remaining carrying value of land for Wendy’s properties that were impaired in the first quarter of 2011. See Note 7 for more information on the impairment of our long-lived assets.

									Nine Months Ended October 2, 2011 Total Losses
			Fair Value Measurements
	October 2, 2011		Level 1		Level 2		Level 3
Properties	$	575	$	—	$	—	$	575	$	6,449
Other intangible assets	—		—		—		—		1,813
	$	575	$	—	$	—	$	575	$	8,262

Derivative instruments

The Companies’ derivative instruments in the third quarter of 2011 included interest rate swaps on Wendy’s 6.20% senior notes with notional amounts totaling $225,000 that were all designated as fair value hedges. At October 2, 2011 and January 2, 2011, the fair value of these interest rate swaps of $13,014 and $9,623, respectively, has been included in “Deferred costs and other assets” and as an adjustment to the carrying amount of the Wendy’s 6.20% senior notes.

Interest income on interest rate swaps was $1,402 and $4,250 for the three months and nine months ended October 2, 2011, respectively, and $1,320 and $6,396 for the three months and nine months ended October 3, 2010, respectively. In connection with the redemption of the Wendy’s 6.25% senior notes during the second quarter of 2010, we recognized a gain of $1,875 on the cancellation of four interest rate swaps with notional amounts totaling $175,000, which is included in the amounts above for the nine months ended October 3, 2010.

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THE WENDY’S COMPANY AND SUBSIDIARIES

WENDY’S RESTAURANTS, LLC AND SUBSIDIARIES

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

(7) Impairment of Long-Lived Assets

Wendy’s company-owned restaurant impairment losses included in the table below for the nine months ended October 2, 2011 and the three months and nine months ended October 3, 2010 predominantly reflected impairment charges on restaurant level assets resulting from the deterioration in operating performance of certain restaurants and additional charges for capital improvements in restaurants impaired in prior years which did not subsequently recover. The Wendy’s impairment losses for the three months and nine months ended October 3, 2010 also included write-downs in the carrying value of certain surplus properties and properties held for sale.

These impairment losses represented the excess of the carrying amount over the fair value of the affected assets and are included in “Impairment of long-lived assets.”  The fair values of impaired assets in the table below were generally estimated based on the present values of the associated cash flows and on market value with respect to land (Level 3 inputs).

	Three Months Ended				Nine Months Ended
	October 2, 2011		October 3, 2010		October 2, 2011		October 3, 2010
Impairment of company-owned restaurants:
Properties	$	—	$	17,373	$	6,449	$	17,448
Intangible assets	—		3,548		1,813		3,955
	$	—	$	20,921	$	8,262	$	21,403

Arby’s company-owned restaurant impairment losses of $6,488 and $20,021 for the three months and nine months ended October 3, 2010, respectively, predominantly reflected impairment charges on restaurant level assets resulting from the deterioration in operating performance of certain restaurants and additional charges for capital improvements in restaurants impaired in prior years which did not subsequently recover. These impairment losses represented the excess of the carrying amount over the fair value of the affected assets and are included in discontinued operations and not included in the table above.

The fair values of impaired assets were generally estimated based on the present values of the associated cash flows and on market value with respect to land (Level 3 inputs). Arby’s impairment losses for the period from January 3, 2011 through July 4, 2011 (its date of sale) were not significant. See Note 2 for more information on discontinued operations.

(8) Income Taxes

The Company’s effective tax rate for the three months ended October 2, 2011 and effective tax rate benefit for the three months ended October 3, 2010 was 41.0% and 91.2%, respectively. Wendy’s Restaurants effective tax rate for the three months ended October 2, 2011 and effective tax rate benefit for the three months ended October 3, 2010 was 39.6% and 108.2%, respectively. The Companies’ effective tax rates vary from the U.S. federal statutory rate of 35% due to the effect of (1) state income taxes, net of federal income tax benefit, (2) tax credits, (3) adjustments related to prior year tax matters, and (4) the tax benefit of foreign tax credits, net of the tax on foreign earnings resulting from the repatriation of foreign earnings during the third quarter of 2010.

The Company’s effective tax rate for the nine months ended October 2, 2011 and effective tax rate benefit for the nine months ended October 3, 2010 was 40.3% and 44.0%, respectively. Wendy’s Restaurants effective tax rate for the nine months ended October 2, 2011 and effective tax rate benefit for the nine months ended October 3, 2010 was 39.2% and 35.7%, respectively. The Companies’ effective tax rates vary from the U.S. federal statutory rate of 35% due to the effect of (1) state income taxes, net of federal income tax benefit, (2) tax credits, (3) adjustments related to prior year tax matters, (4) the tax benefit of foreign tax credits, net of the tax on foreign earnings resulting from the repatriation of foreign earnings during the third quarter of 2010, and (5) a reduction in our state valuation allowances in 2010.

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THE WENDY’S COMPANY AND SUBSIDIARIES

WENDY’S RESTAURANTS, LLC AND SUBSIDIARIES

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

There were no significant changes to unrecognized tax benefits or related interest and penalties for either the Company or Wendy’s Restaurants for the nine month periods ended October 2, 2011 and October 3, 2010. Amounts payable for Federal and certain state income taxes are settled by Wendy’s Restaurants to The Wendy’s Company under a tax sharing agreement. During the nine months ended October 2, 2011 and October 3, 2010, Wendy’s Restaurants made tax sharing payments to The Wendy’s Company of $13,078 and $0, respectively.

(9) Income (Loss) Per Share

(The Wendy’s Company)

Basic income (loss) per share for the three months and nine months ended October 2, 2011 and October 3, 2010 was computed by dividing net income (loss) by the weighted average number of common shares outstanding.

The weighted average number of shares used to calculate basic and diluted income per share was as follows:

	Three Months Ended		Nine Months Ended
	October 2, 2011	October 3, 2010	October 2, 2011	October 3, 2010
Common Stock:
Weighted average basic shares outstanding	395,677	417,985	410,624	428,968
Dilutive effect of stock options and restricted      shares	2,222	—	1,619	1,006
Weighted average diluted shares outstanding	397,899	417,985	412,243	429,974

Diluted income (loss) per share for the three months and nine months ended October 2, 2011 and the nine months ended October 3, 2010 was computed by dividing income by the weighted average number of basic shares outstanding plus the potential common share effect of dilutive stock options and restricted shares, computed using the treasury stock method. For the three months and nine months ended October 2, 2011, we excluded 20,525 and 19,038, respectively, of potential common shares from our diluted income per share calculation as they would have had anti-dilutive effects. For the nine months ended October 3, 2010, we excluded 23,846 of potential common shares from our diluted income per share calculation as they would have had anti-dilutive effects. Diluted loss per share for the three months ended October 3, 2010 was the same as basic loss per share since we reported a loss from continuing operations and, therefore, the effect of all potentially dilutive securities would have been antidilutive.

As of October 2, 2011, our potential common shares consisted of the following: (1) outstanding stock options which can be exercised into 31,022 shares of our Common Stock and (2) 3,820 restricted stock units and other restricted stock awards.

(10) Debt and Equity

Debt

The Wendy’s Restaurants senior secured term loan facility (the “Term Loan”), which is part of the credit agreement entered into in May 2010 and is further described in the Form 10-K, requires prepayments of principal amounts resulting from certain events and on an annual basis from Wendy’s Restaurants excess cash flow as defined under the Term Loan. An excess cash flow payment for fiscal 2010 of $24,874 was paid in the first quarter of 2011. Wendy’s Restaurants was not required to utilize any portion of the proceeds from the sale of Arby’s described in Note 2 as a Term Loan prepayment.

In the second quarter of 2010 the Companies recognized a loss on early extinguishment of debt of $26,197 related to the repayment of debt from the proceeds of the Term Loan as discussed above. This loss consisted of (1) a $14,953 premium payment required to redeem the Wendy’s 6.25% senior notes, (2) $5,477 for the write-off of the unaccreted discount of the Wendy’s 6.25% senior notes (recorded in connection with the Wendy’s merger), and (3) $5,767 for the write-off of deferred costs associated with the repayment of the Wendy’s Restaurants prior senior secured term loan.

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THE WENDY’S COMPANY AND SUBSIDIARIES

WENDY’S RESTAURANTS, LLC AND SUBSIDIARIES

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

Stockholders’ Equity

(The Wendy’s Company)

The following is a summary of the changes in stockholders’ equity:

	Nine Months Ended
	October 2, 2011			October 3, 2010
Balance, beginning of year	$	2,163,174		$	2,336,339
Comprehensive (loss) income (a)	(6,858		)	14,347
Share-based compensation	13,756			10,519
Exercises of stock options	5,199			1,227
Dividends paid	(24,584		)	(19,260		)
Repurchases of common stock for treasury	(152,681		)	(167,744		)
Other	(653		)	(841		)
Balance, end of the period	$	1,997,353		$	2,174,587

_______________

(a) The following is a summary of the components of comprehensive income, net of income taxes:

	Nine Months Ended
	October 2, 2011			October 3, 2010
Net income	$	5,891		$	6,433
Net change in currency translation adjustment	(12,703		)	7,878
Net unrealized losses on available-for-sale securities	—			(59		)
Change in net unrecognized pension loss	(46		)	95
Other comprehensive (loss) income	(12,749		)	7,914
Comprehensive (loss) income	$	(6,858	)	$	14,347

Invested Equity

(Wendy’s Restaurants)

The following is a summary of the changes in invested equity:

	Nine Months Ended
	October 2, 2011			October 3, 2010
Balance, beginning of year	$	1,776,630		$	2,197,907
Comprehensive (loss) income (a)	(90		)	15,061
Share-based compensation	12,973			9,841
Dividends paid to The Wendy’s Company	—			(443,700		)
Other	—			(76		)
Balance, end of the period	$	1,789,513		$	1,779,033

22

THE WENDY’S COMPANY AND SUBSIDIARIES

WENDY’S RESTAURANTS, LLC AND SUBSIDIARIES

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

_______________

(a) The following is a summary of the components of comprehensive income, net of income taxes:

	Nine Months Ended
	October 2, 2011			October 3, 2010
Net income	$	12,314		$	7,172
Net change in currency translation adjustment	(12,703		)	7,878
Change in net unrecognized pension loss (b)	299			11
Other comprehensive (loss) income	(12,404		)	7,889
Comprehensive (loss) income	$	(90	)	$	15,061

(b) Includes the reclassification of the change in net unrecognized pension loss related to Arby’s pension liability to a subsidiary of The Wendy’s Company.

(11) Guarantees and Other Commitments and Contingencies

Except as related to the sale of Arby’s as discussed in Note 2 and as described below, the Companies did not have any significant changes to their guarantees, other commitments and contingencies as disclosed in the combined notes to our consolidated financial statements included in the Form 10-K.

Equipment for Systemwide Core Menu Initiative

In order to facilitate the purchase and related installation of equipment by franchisees required to implement a systemwide core menu initiative, Wendy’s initiated incentive programs for franchisees including the partial subsidy of interest rates and a guarantee program, and committed to a direct loan of up to $2,700 in the fourth quarter of 2011. Wendy’s has accrued liabilities under these initiatives of approximately $621 as of October 2, 2011.

Breakfast Test Expansion

In order to encourage franchisees to participate in expanded testing of the breakfast daypart, Wendy’s has established the following programs:

• Wendy’s will continue to lease equipment to certain franchisees that are testing the breakfast program. At the time breakfast becomes a required program, the franchisees will be required to purchase the equipment from Wendy’s based on its then book value plus installation costs. The total amount of expenditures for equipment (including installation) leased to franchisees is expected to be no more than $4,500.

• Additionally, Wendy’s is providing loans to certain franchisees for the purchase and installation of equipment required to implement the breakfast program. The loans are expected to not exceed $25 per restaurant, carry no interest charge and be repayable in full 24 months after the installation is completed. Wendy’s will fund a maximum of $20,000 of these loans for early adopters of the breakfast program.    

As of October 2, 2011, Wendy’s has purchased equipment with a current net book value of approximately $1,846 that has been leased to franchisees and has made loans of $1,269 under the above breakfast program. The above programs also have the following additional features:

• For the first three years of an early adopting franchisee’s participation in the breakfast program, a portion of franchise royalties (on a sliding scale) will not be payable to Wendy’s but will be required to be reinvested in local advertising and promotions for the breakfast program. Based on franchisee participation in the breakfast program, Wendy’s estimates the royalties not to be received under this program will approximate $5,000 over the three year period.     

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THE WENDY’S COMPANY AND SUBSIDIARIES

WENDY’S RESTAURANTS, LLC AND SUBSIDIARIES

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

• Contributions otherwise due to The Wendy’s National Advertising Program, Inc. (“Wendy’s National Advertising Program”) based on breakfast sales will not be made but will be required to be reinvested in local advertising and promotions for the breakfast program until Wendy’s National Advertising Program begins to purchase national advertising for the breakfast programs.    

North America Incentive Program

In order to promote new unit development, Wendy’s has established a franchisee assistance program for its North American franchisees that provides for reduced technical assistance fees and a sliding scale of royalties for the first two years of operation for qualifying locations opened between April 1, 2011 and December 31, 2013. While we are unable to project the number of locations to be opened under this program, we do not expect the effect on current or future franchise revenues to be material.

Canadian Lease Guarantee Program

Wendy’s Canadian subsidiary has established a lease guarantee program to promote new franchisee unit development for up to an aggregate of C$5,000 for periods of up to five years. Franchisees pay the Canadian subsidiary a nominal fee for the guarantee. As of October 2, 2011, the Canadian subsidiary had guaranteed C$249 under this program. Wendy’s has accrued a liability for the fair value of these guarantees.

(12) Transactions with Related Parties

The following is a summary of ongoing transactions between the Companies and their related parties which are included in continuing operations and includes any updates and amendments since those reported in the Form 10-K:

	Nine Months Ended
	October 2, 2011			October 3, 2010
SSG agreement (a)	$	(2,275	)	$	4,900
Subleases with related parties (b)	(157		)	(100		)
Advisory fees (c)	—			2,465
(The Wendy’s Company)
Advisory fees (c)	$	500		$	750
Sublease income (d)	(1,225		)	(1,228		)
Use of corporate aircraft (e)	(100		)	(90		)
Liquidation services agreement (f)	220			331

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THE WENDY’S COMPANY AND SUBSIDIARIES

WENDY’S RESTAURANTS, LLC AND SUBSIDIARIES

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

___________________

Transactions with Purchasing Cooperatives

(a) As agreed by its board of directors in March 2011, effective April 2011 the activities of Strategic Sourcing Group Co-op, LLC (“SSG”) were transferred to the Wendy’s independent purchasing cooperative, Quality Supply Chain Co-op (“QSCC”), and Arby’s independent purchasing cooperative (“ARCOP”), which, following the sale of Arby’s, is no longer a related party. Wendy’s Restaurants had committed to pay approximately $5,145 of SSG expenses, of which $4,900 was expensed in the first quarter of 2010, and was to be paid over a 24 month period through March 2012. During the first quarter of 2011, the remaining accrued commitment of $2,275 was reversed and credited to “General and administrative.”

(b) Wendy’s and QSCC entered into a sublease amendment, effective January 1, 2011, which increased the office space subleased to QSCC to 14,333 square feet for a one year period for a revised annual base rental of $176 with five one-year renewal options. On July 5, 2011, QSCC renewed the lease for a one year period ending December 31, 2012.

The Companies received $23 and $16 of sublease income from SSG and $134 and $84 of sublease income from QSCC during the first nine months of 2011 and 2010, respectively.

Transactions with the Management Company

(c) The Companies paid approximately $2,465 in the second quarter of 2010 in fees for corporate finance advisory services in connection with the negotiation and execution of the Wendy’s Restaurants credit agreement.

In addition, The Wendy’s Company incurred service fees of $500 and $750 in the first nine months of 2011 and 2010, respectively, which are included in “General and administrative.”

These fees were paid to a management company (the “Management Company”) which was formed by our Chairman, who was our former Chief Executive Officer, and our Vice Chairman, who was our former President and Chief Operating Officer, and a director, who was our former Vice Chairman, in connection with a services agreement which expired on June 30, 2011.

(d) The Wendy’s Company recognized income of $1,225 and $1,228 from the Management Company under subleases, which expire in May 2012, for office space on two of the floors of the Company’s former New York headquarters for the first nine months of 2011 and 2010, respectively, which has been recorded as a reduction of “General and administrative.”

(e) On June 29, 2011, The Wendy’s Company and TASCO, LLC, an affiliate of the Management Company, entered into an agreement to extend an aircraft lease agreement for an additional one year period (expiring on June 30, 2012) for an increased monthly rent of $13. Under the extended lease agreement, TASCO, LLC continues to be responsible for operating costs related to the aircraft’s usage. The Wendy’s Company received lease income of $100 and $90 in the first nine months of 2011 and 2010, respectively, which is included as an offset to “General and administrative.” 

We intend to dispose of the Company-owned aircraft leased under the lease agreement discussed above as soon as practicable. As of October 2, 2011, the aircraft has a carrying value that approximates its fair value, is classified as held-for-sale, and is included in “Prepaid expenses and other current assets.”

(f) The Wendy’s Company paid the Management Company a fee of $900 in two installments in June 2009 and 2010, which was deferred and amortized through its June 30, 2011 expiration date for assistance in the sale, liquidation, or other disposition of certain of our investments. Related amortization of $220 and $331 was recorded in “General and administrative” in the first nine months of 2011 and 2010, respectively.

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THE WENDY’S COMPANY AND SUBSIDIARIES

WENDY’S RESTAURANTS, LLC AND SUBSIDIARIES

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

(Wendy’s Restaurants)

The following is a summary of continuing transactions between Wendy’s Restaurants and The Wendy’s Company:

	Nine Months Ended
	October 2, 2011		October 3, 2010
Dividends paid (g)	$	—	$	443,700
Other transactions:
Payments for Federal and state income tax (h)	13,078		—
Share-based compensation (i)	10,917		9,841
Expense under management service agreements (j)	2,521		3,763

_____________________

(g) Wendy’s Restaurants paid cash dividends to The Wendy’s Company which were charged to “Invested equity.”

(h) Wendy’s Restaurants made cash payments to The Wendy’s Company under a tax sharing agreement, as discussed in Note 8.

(i) Wendy’s Restaurants incurs share based compensation costs for The Wendy’s Company Common Stock awards issued to certain employees under The Wendy’s Company various equity plans. Such compensation cost is allocated by The Wendy’s Company to Wendy’s Restaurants and is correspondingly recorded as capital contributions from The Wendy’s Company.

(j) Wendy’s Restaurants incurred $2,521 and $3,763 for management services during the first nine months of 2011 and 2010, respectively. Such fees were included in “General and administrative” and were settled through Wendy’s Restaurants’ intercompany account with The Wendy’s Company. Effective upon the sale of Arby’s, the agreement for such management services was terminated.

As a result of the sale of Arby’s, Arby’s and its affiliates are no longer considered related parties. Prior to the sale, the transactions between Arby’s and its non-consolidated affiliates were not material.

(13) Legal and Environmental Matters

We are involved in litigation and claims incidental to our current and prior businesses. We provide reserves for such litigation and claims when payment is probable and reasonably estimable. As of October 2, 2011, the Companies had reserves for continuing operations for all of its legal and environmental matters aggregating$1,722. We cannot estimate the aggregate possible range of loss due to most proceedings being in preliminary stages, with various motions either yet to be submitted or pending, discovery yet to occur, and significant factual matters unresolved. In addition, most cases seek an indeterminate amount of damages and many involve multiple parties. Predicting the outcomes of settlement discussions or judicial or arbitral decisions are thus inherently difficult. Based on currently available information, including legal defenses available to us, and given the aforementioned reserves and our insurance coverage, we do not believe that the outcome of these legal and environmental matters will have a material effect on our consolidated financial position or results of operations.

(14) Transaction Related Costs

Following the sale of Arby’s and the related announcement that the Companies’ headquarters would be relocated to Ohio, our then President and Chief Executive Officer of the Company resigned effective as of September 12, 2011. The former President and Chief Executive Officer continues to serve as a director of the Company and, until December 30, 2011, remains an employee of the Company in the capacity of Special Advisor. As a result, and in accordance with the termination provisions of the related employment agreement, the Companies incurred termination costs of $12,568 (principally for required payments of $7,987 and vesting of previously issued stock awards of $4,581) in the third quarter of 2011, which are included in the table below.

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THE WENDY’S COMPANY AND SUBSIDIARIES

WENDY’S RESTAURANTS, LLC AND SUBSIDIARIES

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

The following table summarizes the Companies “Transaction related costs” associated with the sale of Arby’s and related corporate realignment:

	Three Months		Nine Months
	Ended		Ended
	October 2, 2011		October 2, 2011
Termination and severance (including stock      compensation costs)	$	14,462	$	16,208
Employee retention (a)	5,305		7,855
Bonus	2,529		2,529
Relocation (b)	826		827
Other professional fees	368		2,034
Other	81		89
Total Wendy’s Restaurants	23,571		29,542
Employee retention	96		159
Other professional fees	4		845
Other	168		216
Total The Wendy’s Company	$	23,839	$	30,762

_____________________

(a) The Companies expect to expense retention payments for current Wendy’s Restaurants employees of approximately $214 and $45 during the fourth quarter of 2011 and the first quarter of 2012, respectively.

(b) Compensation costs of $1,500 incurred during the third quarter of 2011 due to the relocation of a corporate executive will be expensed over the three year period following this executive’s relocation in accordance with the terms of the agreement.

(15) Accounting Standards Not Yet Adopted

In May 2011, the Financial Accounting Standards Board (the “FASB”) issued amendments which provide additional guidance about how fair value should be determined under existing standards and expands existing disclosure requirements for certain fair value measurements. The purpose of these amendments is to improve and converge International Financial Reporting Standards and GAAP. The guidance is effective commencing with our 2012 fiscal year.

In June 2011, the FASB issued an amendment that requires companies to present comprehensive income in either a single statement or two consecutive statements reporting net income and other comprehensive income. The purpose of this amendment is to increase the prominence of other comprehensive income in financial statements. The guidance is effective commencing with our 2012 fiscal year. The guidance affects only the presentation of comprehensive income and does not change the composition or calculation of comprehensive income.

In September 2011, the FASB issued an amendment that permits a company to make an assessment of whether it is more likely than not that a reporting unit’s fair value is greater than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. The guidance is effective for annual and interim goodwill impairment tests performed in fiscal years beginning after December 15, 2011 with early adoption permitted.

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THE WENDY’S COMPANY AND SUBSIDIARIES

WENDY’S RESTAURANTS, LLC AND SUBSIDIARIES

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

In September 2011, the FASB issued an amendment that increases the quantitative and qualitative disclosures an employer is required to provide about its participation in significant multiemployer pension and postretirement benefit plans. The amendment does not change the recognition and measurement guidance for an employer’s participation in a multiemployer plan. The guidance is effective commencing with our fiscal year 2011 Annual Report on Form 10-K.

(16) Guarantor/Non-Guarantor

(Wendy’s Restaurants)

Wendy’s Restaurants is the issuer of, and certain of its domestic subsidiaries have guaranteed amounts outstanding under, our 10% senior notes. Each of the guaranteeing subsidiaries is a direct or indirect 100% owned subsidiary of Wendy’s Restaurants and each has fully and unconditionally guaranteed the 10% senior notes on a joint and several basis.

As a result of the closing of the sale of Arby’s on July 4, 2011 as described in Note 2, Arby’s and its subsidiaries are no longer guaranteeing subsidiaries of the amounts outstanding under the 10% senior notes. Accordingly, the condensed consolidating financial statements presented below have been retroactively revised to reflect Arby’s and its subsidiaries as non-guarantors for all periods presented. Information related to Arby’s has been reflected as discontinued operations in the condensed consolidating statements of operations for the period from January 3, 2011 through July 3, 2011 and the three months and nine months ended October 3, 2010. Arby’s cash flows prior to its sale (for the period from January 3, 2011 through July 3, 2011 and for the nine months ended October 3, 2010) have been included in, and not separately reported from, all our cash flows.

The following are included in the presentation of our: (1) Condensed Consolidating Balance Sheets as of October 2, 2011 and January 2, 2011, (2) Condensed Consolidating Statements of Operations for the three months and nine months ended October 2, 2011 and October 3, 2010, and (3) Condensed Consolidating Statements of Cash Flows for the nine months ended October 2, 2011 and October 3, 2010 to reflect:

(a)Wendy’s Restaurants (the “Parent”);

(b)the 10% senior notes guarantor subsidiaries as a group;

(c)the 10% senior notes non-guarantor subsidiaries as a group;

(d)elimination entries necessary to combine the Parent with the guarantor and non-guarantor subsidiaries; and

(e)Wendy’s Restaurants on a consolidated basis.

Substantially all of our domestic restricted subsidiaries are guarantors of the 10% senior notes. Certain of our subsidiaries, including our foreign subsidiaries and national advertising funds, do not guarantee the 10% senior notes.

For purposes of presentation of such consolidating information, investments in subsidiaries are accounted for by the Parent on the equity method. The elimination entries are principally necessary to eliminate intercompany balances and transactions.

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THE WENDY’S COMPANY AND SUBSIDIARIES

WENDY’S RESTAURANTS, LLC AND SUBSIDIARIES

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

CONDENSED CONSOLIDATING BALANCE SHEET

October 2, 2011

				Guarantor			Non-guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Total
ASSETS
Current assets:
Cash and cash equivalents	$	142,319		$	160,985		$	42,213		$	—		$	345,517
Accounts and notes receivable	4,841			62,437			3,530			—			70,808
Inventories	—			11,525			983			—			12,508
Prepaid expenses and other current assets	4,809			17,339			1,237			—			23,385
Deferred income tax benefit	37,781			20,927			1,050			—			59,758
Advertising funds restricted assets	—			—			72,116			—			72,116
Total current assets	189,750			273,213			121,129			—			584,092
Properties	11,395			1,087,765			53,457			—			1,152,617
Goodwill	—			826,962			46,016			—			872,978
Other intangible assets	18,480			1,266,698			24,026			—			1,309,204
Investments	19,000			—			95,609			—			114,609
Deferred costs and other assets	27,871			39,760			248			—			67,879
Net investment in subsidiaries	2,479,879			242,444			—			(2,722,323		)	—
Deferred income tax benefit	54,877			—			—			(54,877		)	—
Due from affiliate	67,705			—			—			(67,705		)	—
Total assets	$	2,868,957		$	3,736,842		$	340,485		$	(2,844,905	)	$	4,101,379
LIABILITIES AND INVESTED EQUITY
Current liabilities:
Current portion of long-term debt	$	5,465		$	915		$	271		$	—		$	6,651
Accounts payable	12,262			50,552			6,343			—			69,157
Accrued expenses and other current liabilities	40,279			144,004			9,227			—			193,510
Advertising funds restricted liabilities	—			—			72,116			—			72,116
Total current liabilities	58,006			195,471			87,957			—			341,434
Long-term debt	1,016,888			318,136			3,466			—			1,338,490
Due to affiliates	—			83,489			3,617			(67,705		)	19,401
Deferred income	—			12,765			372			—			13,137
Deferred income taxes	—			541,504			15,971			(54,877		)	502,598
Other liabilities	4,550			84,123			8,133			—			96,806
Invested equity:
Member interest, $0.01 par value; 1,000 shares authorized, one share issued and outstanding	—			—			—			—			—
Other capital	2,436,432			2,417,177			197,630			(2,614,807		)	2,436,432
(Accumulated deficit) retained earnings	(487,186		)	243,910			28,072			(271,982		)	(487,186		)
Advances to The Wendy’s Company	(155,000		)	(155,000		)	—			155,000			(155,000		)
Accumulated other comprehensive loss	(4,733		)	(4,733		)	(4,733		)	9,466			(4,733		)
Total invested equity	1,789,513			2,501,354			220,969			(2,722,323		)	1,789,513
Total liabilities and invested equity	$	2,868,957		$	3,736,842		$	340,485		$	(2,844,905	)	$	4,101,379

29

THE WENDY’S COMPANY AND SUBSIDIARIES

WENDY’S RESTAURANTS, LLC AND SUBSIDIARIES

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

CONDENSED CONSOLIDATING BALANCE SHEET

January 2, 2011

				Guarantor			Non-guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Total
ASSETS
Current assets:
Cash and cash equivalents	$	79,355		$	53,810		$	65,521		$	—		$	198,686
Accounts and notes receivable	320			61,508			21,524			—			83,352
Inventories	—			12,522			10,172			—			22,694
Prepaid expenses and other current assets	3,900			12,434			7,698			—			24,032
Deferred income tax benefit	17,634			20,926			6,507			—			45,067
Advertising funds restricted assets	—			—			76,553			—			76,553
Total current assets	101,209			161,200			187,975			—			450,384
Properties	13,748			1,084,546			443,559			—			1,541,853
Goodwill	—			823,539			65,382			—			888,921
Other intangible assets	21,453			1,285,615			51,506			—			1,358,574
Investments	—			—			102,406			—			102,406
Deferred costs and other assets	32,610			32,384			9,565			—			74,559
Net investment in subsidiaries	2,559,526			381,828			—			(2,941,354		)	—
Deferred income tax benefit	86,423			—			—			(86,423		)	—
Due from affiliate	59,618			—			—			(59,618		)	—
Total assets	$	2,874,587		$	3,769,112		$	860,393		$	(3,087,395	)	$	4,416,697
LIABILITIES AND INVESTED EQUITY
Current liabilities:
Current portion of long-term debt	$	5,228		$	687		$	11,132		$	—		$	17,047
Accounts payable	4,624			52,242			24,282			—			81,148
Accrued expenses and other current liabilities	38,871			128,089			77,340			—			244,300
Advertising funds restricted liabilities	—			—			76,553			—			76,553
Total current liabilities	48,723			181,018			189,307			—			419,048
Long-term debt	1,043,623			310,339			188,722			—			1,542,684
Due to affiliates	—			60,653			29,773			(59,618		)	30,808
Deferred income	—			6,291			5,169			—			11,460
Deferred income taxes	—			541,800			23,095			(86,423		)	478,472
Other liabilities	5,611			86,993			64,991			—			157,595
Invested equity:
Member interest, $0.01 par value; 1,000 shares authorized, one share issued and outstanding	—			—			—			—			—
Other capital	2,423,459			3,244,488			1,077,762			(4,322,250		)	2,423,459
Accumulated deficit	(499,500		)	(515,141		)	(726,097		)	1,241,238			(499,500		)
Advances to The Wendy’s Company	(155,000		)	(155,000		)	—			155,000			(155,000		)
Accumulated other comprehensive income	7,671			7,671			7,671			(15,342		)	7,671
Total invested equity	1,776,630			2,582,018			359,336			(2,941,354		)	1,776,630
Total liabilities and invested equity	$	2,874,587		$	3,769,112		$	860,393		$	(3,087,395	)	$	4,416,697

30

THE WENDY’S COMPANY AND SUBSIDIARIES

WENDY’S RESTAURANTS, LLC AND SUBSIDIARIES

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For thethree months ended October 2, 2011

				Guarantor			Non-guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Total
Revenues:
Sales	$	—		$	472,289		$	62,236		$	—		$	534,525
Franchise revenues	—			71,735			5,156			—			76,891
	—			544,024			67,392			—			611,416
Costs and expenses:
Cost of sales	—			404,920			53,080			—			458,000
General and administrative	11,251			47,418			4,063			—			62,732
Transaction related costs	25,317			—			(1,746		)	—			23,571
Depreciation and amortization	2,859			25,206			2,693			—			30,758
Other operating expense (income), net	—			2,678			(2,316		)	—			362
	39,427			480,222			55,774			—			575,423
Operating (loss) profit	(39,427		)	63,802			11,618			—			35,993
Interest expense	(22,234		)	(5,822		)	(115		)	—			(28,171		)
Other income (expense), net	136			4,260			(4,095		)	—			301
Equity in income of subsidiaries	42,734			5,377			—			(48,111		)	—
(Loss) income from continuing operations      before income taxes	(18,791		)	67,617			7,408			(48,111		)	8,123
Benefit from (provision for) income taxes	22,260			(23,442		)	(2,031		)	—			(3,213		)
Income from continuing operations	3,469			44,175			5,377			(48,111		)	4,910
Discontinued operations:
Income (loss) from discontinued operations, net      of income taxes	—			—			(1,441		)	—			(1,441		)
Loss on disposal of discontinued operations, net      of income taxes	(5,069		)	—			—			—			(5,069		)
Loss from discontinued operations, net      of income taxes	(5,069		)	—			(1,441		)	—			(6,510		)
Net (loss) income	$	(1,600	)	$	44,175		$	3,936		$	(48,111	)	$	(1,600	)

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THE WENDY’S COMPANY AND SUBSIDIARIES

WENDY’S RESTAURANTS, LLC AND SUBSIDIARIES

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

CONDENSED CONSOLIDATING INCOME STATEMENT

For thethree months ended October 3, 2010

				Guarantor			Non-guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Total
Revenues:
Sales	$	—		$	467,668		$	57,414		$	—		$	525,082
Franchise revenues	—			70,706			4,947			(27		)	75,626
	—			538,374			62,361			(27		)	600,708
Costs and expenses:
Cost of sales	—			402,988			48,331			—			451,319
General and administrative	—			62,739			9,621			—			72,360
Depreciation and amortization	3,116			26,397			2,661			—			32,174
Impairment of long-lived assets	—			17,213			3,708			—			20,921
Other operating expense (income), net	—			3,171			(1,618		)	—			1,553
	3,116			512,508			62,703			—			578,327
Operating (loss) profit	(3,116		)	25,866			(342		)	(27		)	22,381
Interest expense	(22,641		)	(6,000		)	(214		)	—			(28,855		)
Other income (expense), net	—			4,146			(3,912		)	—			234
Equity in income (loss) of subsidiaries	10,850			(9,395		)	—			(1,455		)	—
(Loss) income from continuing operations  before income taxes	(14,907		)	14,617			(4,468		)	(1,482		)	(6,240		)
Benefit from (provision for) income taxes	15,264			(3,588		)	(4,927		)	—			6,749
Income (loss) from continuing operations	357			11,029			(9,395		)	(1,482		)	509
Discontinued operations:
Loss from discontinued operations, net of income taxes	—			—			(179		)	27			(152		)
Net income (loss)	$	357		$	11,029		$	(9,574	)	$	(1,455	)	$	357

32

THE WENDY’S COMPANY AND SUBSIDIARIES

WENDY’S RESTAURANTS, LLC AND SUBSIDIARIES

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

CONDENSED CONSOLIDATING INCOME STATEMENT

For the nine months ended October 2, 2011

				Guarantor			Non-guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Total
Revenues:
Sales	$	—		$	1,409,928		$	178,207		$	(87	)	$	1,588,048
Franchise revenues	—			213,772			14,534			(14		)	228,292
	—			1,623,700			192,741			(101		)	1,816,340
Costs and expenses:
Cost of sales	—			1,205,511			156,158			—			1,361,669
General and administrative	11,251			170,808			25,314			—			207,373
Transaction related costs	29,542			—			—			—			29,542
Depreciation and amortization	7,886			74,572			7,932			—			90,390
Impairment of long-lived assets	—			7,890			372			—			8,262
Other operating expense (income), net	—			8,223			(6,641		)	—			1,582
	48,679			1,467,004			183,135			—			1,698,818
Operating (loss) profit	(48,679		)	156,696			9,606			(101		)	117,522
Interest expense	(67,758		)	(17,103		)	(393		)	—			(85,254		)
Other income (expense), net	136			12,291			(11,724		)	—			703
Equity in income (loss) of subsidiaries	89,796			(5,275		)	—			(84,521		)	—
(Loss) income from continuing operations  before income taxes	(26,505		)	146,609			(2,511		)	(84,622		)	32,971
Benefit from (provision for) income taxes	47,668			(57,830		)	(2,764		)	—			(12,926		)
Income (loss) from continuing operations	21,163			88,779			(5,275		)	(84,622		)	20,045
Discontinued operations:
Income from discontinued operations, net      of income taxes	—			—			1,017			101			1,118
Loss on disposal of discontinued operations, net      of income taxes	(8,849		)	—			—			—			(8,849		)
(Loss) income from discontinued operations,      net of income taxes	(8,849		)	—			1,017			101			(7,731		)
Net income (loss)	$	12,314		$	88,779		$	(4,258	)	$	(84,521	)	$	12,314

33

THE WENDY’S COMPANY AND SUBSIDIARIES

WENDY’S RESTAURANTS, LLC AND SUBSIDIARIES

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

CONDENSED CONSOLIDATING INCOME STATEMENT

For the nine months ended October 3, 2010

				Guarantor			Non-guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Total
Revenues:
Sales	$	—		$	1,400,788		$	169,452		$	—		$	1,570,240
Franchise revenues	—			208,415			14,228			(27		)	222,616
	—			1,609,203			183,680			(27		)	1,792,856
Costs and expenses:
Cost of sales	—			1,179,325			145,645			—			1,324,970
General and administrative	—			191,457			33,749			—			225,206
Depreciation and amortization	9,341			77,983			7,731			—			95,055
Impairment of long-lived assets	—			17,695			3,708			—			21,403
Other operating expense (income), net	—			8,315			(5,428		)	—			2,887
	9,341			1,474,775			185,405			—			1,669,521
Operating (loss) profit	(9,341		)	134,428			(1,725		)	(27		)	123,335
Interest expense	(56,263		)	(23,132		)	(9,357		)	—			(88,752		)
Loss on early extinguishment of debt	—			(20,430		)	(5,767		)	—			(26,197		)
Other income (expense), net	157			12,293			(11,451		)	—			999
Equity in income (loss) of subsidiaries	26,830			(38,142		)	—			11,312			—
(Loss) income from continuing operations  before income taxes	(38,617		)	65,017			(28,300		)	11,285			9,385
Benefit from (provision for) income taxes	45,789			(32,597		)	(9,842		)	—			3,350
Income (loss) from continuing operations	7,172			32,420			(38,142		)	11,285			12,735
Discontinued operations:
Loss from discontinued operations, net of income taxes	—			—			(5,590		)	27			(5,563		)
Net income (loss)	$	7,172		$	32,420		$	(43,732	)	$	11,312		$	7,172

34

THE WENDY’S COMPANY AND SUBSIDIARIES

WENDY’S RESTAURANTS, LLC AND SUBSIDIARIES

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the nine months ended October 2, 2011

				Guarantor			Non-guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Total
Cash flows from operating activities:
Net income (loss)	$	12,314		$	88,779		$	(4,258	)	$	(84,521	)	$	12,314
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Equity in (income) loss from operations of subsidiaries	(89,796		)	5,275			—			84,521			—
Depreciation and amortization	7,886			74,572			30,045			—			112,503
Net receipt of deferred vendor incentives	—			6,789			7,087			—			13,876
Share-based compensation provision	8,480			3,821			672			—			12,973
Distributions received from joint venture	—			—			10,784			—			10,784
Impairment of long-lived assets	—			7,890			1,930			—			9,820
Loss on disposal of Arby's	8,849			—			—			—			8,849
Deferred income tax provision (benefit), net	8,856			(826		)	570			—			8,600
Non-cash rent expense (credit)	—			6,434			(268		)	—			6,166
Accretion of long-term debt	1,590			4,383			164			—			6,137
Write-off and amortization of deferred financing costs	4,854			—			—			—			4,854
Tax sharing (receivable from) payable to affiliate, net	(57,495		)	59,932			—			—			2,437
(Recovery of) provision for doubtful accounts	—			(319		)	2,323			—			2,004
Tax sharing receipt from (payment to) affiliate, net	36,000			(36,000		)	—			—			—
Other operating transactions with affiliates	58,509			(2,651		)	(60,224		)	—			(4,366		)
Equity in earnings in joint ventures, net	—			—			(7,817		)	—			(7,817		)
Tax sharing payment to The Wendy's Company	(13,078		)	—			—			—			(13,078		)
Other, net	(948		)	2,342			(1,203		)	—			191
Changes in operating assets and liabilities:
Accounts and notes receivable	(806		)	(1,891		)	(3,967		)	—			(6,664		)
Inventories	(6		)	1,031			(1,235		)	—			(210		)
Prepaid expenses and other current assets	(1,727		)	(3,551		)	(3,242		)	—			(8,520		)
Accounts payable	2,370			527			6,063			—			8,960
Accrued expenses and other current liabilities	(6,749		)	9,037			(2,801		)	—			(513		)
Net cash (used in) provided by operating activities	(20,897		)	225,574			(25,377		)	—			179,300
Cash flows from investing activities:
Proceeds from sale of Arby's, net of Arby's cash	110,238			—			(7,076		)	—			103,162
Proceeds from dispositions	98			2,865			836			—			3,799
Capital expenditures	(7,602		)	(71,712		)	(12,599		)	—			(91,913		)
Restaurant acquisitions	—			(6,613		)	—			—			(6,613		)
Franchise incentive loans	—			(1,269		)	—			—			(1,269		)
Investment in joint venture	—			(1,183		)	—			—			(1,183		)
Other, net	—			—			(245		)	—			(245		)
Net cash provided by (used in) investing activities	102,734			(77,912		)	(19,084		)	—			5,738
Cash flows from financing activities:
Repayments of long-term debt	(28,816		)	(487		)	(6,291		)	—			(35,594		)
Capital contribution from Parent	(30,000		)	—			30,000			—			—
Dividend paid to Parent	40,000			(40,000		)	—			—			—
Deferred financing costs	(57		)	—			—			—			(57		)
Net cash (used in) provided by financing activities	(18,873		)	(40,487		)	23,709			—			(35,651		)
Net cash provided by (used in) operations before effect of exchange rate changes on cash	62,964			107,175			(20,752		)	—			149,387
Effect of exchange rate changes on cash	—			—			(2,556		)	—			(2,556		)
Net increase (decrease) in cash and cash equivalents	62,964			107,175			(23,308		)	—			146,831
Cash and cash equivalents at beginning of period	79,355			53,810			65,521			—			198,686
Cash and cash equivalents at end of period	$	142,319		$	160,985		$	42,213		$	—		$	345,517

35

THE WENDY’S COMPANY AND SUBSIDIARIES

WENDY’S RESTAURANTS, LLC AND SUBSIDIARIES

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the nine months ended October 3, 2010

				Guarantor			Non-guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Total
Cash flows from operating activities:
Net income (loss)	$	7,172		$	32,420		$	(43,732	)	$	11,312		$	7,172
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Equity in (income) loss from operations of subsidiaries	(26,830		)	38,142			—			(11,312		)	—
Depreciation and amortization	9,341			77,983			48,727			—			136,051
Impairment of long-lived assets	—			17,695			23,729			—			41,424
Accretion of long-term debt	1,229			11,571			213			—			13,013
Write-off and amortization of deferred financing costs	3,133			—			7,245			—			10,378
Net receipt of deferred vendor incentives	—			5,009			5,087			—			10,096
Share-based compensation provision	2,950			4,330			2,561			—			9,841
Distributions received from joint venture	—			—			9,718			—			9,718
Non-cash rent expense (credit)	—			7,227			(75		)	—			7,152
Provision for doubtful accounts	—			2,163			5,423			—			7,586
Tax sharing receipt from (payment to) affiliate, net	32,000			(32,000		)	—			—			—
Tax sharing (receivable from) payable to affiliate, net	(38,855		)	30,182			—			—			(8,673		)
Equity in earnings in joint venture	—			—			(7,127		)	—			(7,127		)
Other operating transactions with affiliates	(734		)	(30,430		)	24,333			—			(6,831		)
Deferred income tax benefit, net	(1,485		)	(3,433		)	—			—			(4,918		)
Other, net	2,527			1,402			(5,660		)	—			(1,731		)
Changes in operating assets and liabilities net:
Accounts and notes receivable	(42		)	3,042			(9,721		)	—			(6,721		)
Inventories	—			570			1,254			—			1,824
Prepaid expenses and other current assets	1,185			(4,077		)	(4,494		)	—			(7,386		)
Accounts payable	712			(3,875		)	(4,126		)	—			(7,289		)
Accrued expenses and other current liabilities	(25,060		)	(9,895		)	2,339			—			(32,616		)
Net cash (used in) provided by operating activities	(32,757		)	148,026			55,694			—			170,963
Cash flows from investing activities:
Capital expenditures	(12,890		)	(40,237		)	(41,609		)	—			(94,736		)
Proceeds from dispositions	—			2,174			2,220			—			4,394
Other, net	—			—			1,369			—			1,369
Net cash used in investing activities	(12,890		)	(38,063		)	(38,020		)	—			(88,973		)
Cash flows from financing activities:
Proceeds from long-term debt	497,500			—			161			—			497,661
Repayments of long-term debt	(1,411		)	(200,551		)	(260,869		)	—			(462,831		)
Dividends paid to The Wendy’s Company	(68,700		)	(361,000		)	(14,000		)	—			(443,700		)
Capital contributions from Parent	(474,569		)	215,000			259,569			—			—
Redemption of preferred stock	—			19,877			(19,877		)	—			—
Deferred financing costs	(16,286		)	—			—			—			(16,286		)
Net cash used in financing activities	(63,466		)	(326,674		)	(35,016		)	—			(425,156		)
Net cash used in operations before effect of exchange rate changes on cash	(109,113		)	(216,711		)	(17,342		)	—			(343,166		)
Effect of exchange rate changes on cash	—			—			894			—			894
Net decrease in cash and cash equivalents	(109,113		)	(216,711		)	(16,448		)	—			(342,272		)
Cash and cash equivalents at beginning of period	237,607			255,230			46,027			—			538,864
Cash and cash equivalents at end of period	$	128,494		$	38,519		$	29,579		$	—		$	196,592

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction

This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of The Wendy’s Company (“The Wendy’s Company” and, together with its subsidiaries, the “Company”) and Wendy’s Restaurants, LLC (“Wendy’s Restaurants”) should be read in conjunction with the accompanying unaudited condensed consolidated financial statements included elsewhere herein and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended January 2, 2011 (the “Form 10-K”).  There have been no material changes as of October 2, 2011 to the application of our critical accounting policies as described in Item 7 of the Form 10-K.  Certain statements we make under this Item 2 constitute “forward-looking statements” under the Private Securities Litigation Reform Act of 1995.  See “Special Note Regarding Forward-Looking Statements and Projections” in “Part II – Other Information” preceding “Item 1.”  You should consider our forward-looking statements in light of our unaudited condensed consolidated financial statements, related combined notes, and other financial information appearing elsewhere in this report, the Form 10-K and our other filings with the Securities and Exchange Commission.

On July 5, 2011, and as a result of the sale of Arby’s Restaurant Group, Inc. (“Arby’s”) described below under “Executive Overview - Sale of Arby’s,” Wendy’s/Arby’s Group, Inc. changed its name to The Wendy’s Company and Wendy’s/Arby’s Restaurants, LLC, a 100% owned subsidiary of The Wendy’s Company, changed its name to Wendy’s Restaurants.

The Wendy’s Company is the parent company of its 100% owned subsidiary holding company Wendy’s Restaurants. Wendy’s Restaurants is the parent company of Wendy’s International, Inc. (“Wendy’s”). Prior to its sale of Arby’s, Wendy’s Restaurants was also the parent company of Arby’s. Wendy’s is the owner and franchisor of the Wendy’s® restaurant system. Wendy’s Restaurants currently has no operations other than those of Wendy’s and its respective subsidiaries.

The Wendy’s Company and Wendy’s Restaurants (together, the “Companies”) manage and internally report their business in one segment: the operation and franchising of Wendy’s restaurants, including its wholesale bakery operations. Arby’s operating results are classified as discontinued operations in the accompanying condensed consolidated statements of operations. References herein to The Wendy’s Company corporate (“Corporate”) represent The Wendy’s Company parent company only functions and their effect on the Company’s consolidated results of operations and financial condition. The results of operations discussed below may not necessarily be indicative of future results.

Executive Overview

Sale of Arby’s

During January 2011, The Wendy’s Company decided to explore strategic alternatives for the Arby’s brand, which culminated in the sale of Arby’s, in order to focus on the development of the Wendy’s brand. On July 4, 2011, Wendy’s Restaurants completed the sale of 100% of the common stock of Arby’s to ARG IH Corporation (“Buyer”), a wholly owned subsidiary of ARG Holding Corporation (“Buyer Parent”), for $130 million in cash (subject to customary purchase price adjustments) and 18.5% of the common stock of Buyer Parent (through which Wendy’s Restaurants indirectly retained an 18.5% interest in Arby’s) with a fair value of $19.0 million. Buyer and Buyer Parent were formed for purposes of this transaction. The Buyer also assumed approximately $190 million of Arby’s debt, consisting primarily of capital lease and sale-leaseback obligations. The sale occurred pursuant to the terms of a Purchase and Sale Agreement by and among Wendy’s Restaurants, Buyer Parent and Buyer dated as of June 13, 2011. In accordance with the Purchase and Sale Agreement, The Wendy’s Company made an election under §338(h)(10) of the Internal Revenue Code, which has the effect of treating the transaction as a sale of assets and results in an approximate $240.0 million ordinary loss for income tax purposes. Had this election not been made, the sale of Arby’s common stock would have resulted in a capital loss for income tax purposes.

The Companies recorded a pre-tax loss on disposal of Arby’s of $5.3 million during the nine months ended October 2, 2011 which included the effect of the valuation of our indirect retained interest ($19.0 million), transaction closing costs ($11.5 million), and post closing purchase price adjustments primarily related to working capital ($14.8 million). During the three months ended October 2, 2011, the Companies recorded favorable adjustments of $0.7 million which reduced the estimated loss on disposal recorded in the second quarter of 2011. The Companies recognized income tax expense associated with the loss on disposal of $3.6 million during the nine months ended October 2, 2011. This income tax expense was comprised of (1) an income tax benefit (expense) of $2.2 million and $(0.3) million recorded in the second and third quarters of 2011, respectively, on the pre-tax loss on disposal and (2) income tax expense of $5.5 million recorded in the third quarter of 2011 upon completion of the Arby’s sale due to a permanent difference between the book and tax basis of Arby’s goodwill.

37

Wendy’s Restaurants also entered into a Stockholders Agreement with Buyer Parent and ARG Investment Corporation, an entity affiliated with Buyer Parent, which sets forth certain agreements among the parties thereto concerning, among other things, the governance of Buyer Parent and transfer rights, information rights and registration rights with respect to the equity securities of Buyer Parent. In addition, Wendy’s Restaurants entered into a Transition Services Agreement with Buyer, pursuant to which it is providing and being reimbursed for continuing corporate and shared services to Buyer for a limited period of time; such services are currently anticipated to be completed by the end of 2011.

Our Continuing Business

As of October 2, 2011, the Wendy’s restaurant system was comprised of 6,578 restaurants, of which 1,404 were owned and operated by the Companies. The company-owned restaurants are located principally in the United States and to a lesser extent in Canada (the “North America Restaurants”).

Wendy’s operating results have been impacted by a number of factors, including high unemployment, negative general economic trends and intense price competition, as well as increased commodity costs in the first nine months of 2011. These increased costs negatively affected cost of sales and restaurant margins. Wendy’s expects that commodity costs for the remainder of 2011 will continue to be higher as compared to 2010. Strategic pricing increases along with leverage on incremental sales partially as a result of new product offerings are expected to offset a portion of the higher commodity costs.

Wendy’s long-term growth opportunities include (1) continuing to enhance the customer experience with operational excellence and improvements to its core menu, (2) capturing incremental sales through daypart expansion, (3) upgrading our existing store base, (4) developing new restaurants within the United States, and (5) building the brand worldwide.

Wendy’s revenues for the first nine months of 2011 include: (1) $1,531.4 million of sales from company-owned restaurants, (2) $56.6 million from the sale of bakery items and kids’ meal promotion items to our franchisees, (3) $210.0 million of royalty income from franchisees, and (4) $18.3 million of other franchise-related revenue and other revenues. During the first quarter of 2011, Wendy’s purchasing cooperative, Quality Supply Chain Co-op, Inc. (“QSCC”) began managing the operations for kids’ meal promotion items sold to franchisees. Sales of kids’ meal promotion items recorded during the first nine months of 2011 were from inventory on hand prior to QSCC’s management of the process. Therefore, we will not generate any future revenues from sales of kids’ meal promotion items sold to franchisees. However, we do not expect the decrease in these revenues to have a material adverse effect on our results of operations or financial condition. Most of our Wendy’s royalty agreements provided for royalties of 4.0% of franchise revenues for the nine months ended October 2, 2011.

Key Business Measures

We track our results of operations and manage our business using the following key business measures:

• Same-Store Sales

We report same-store sales commencing after a store has been open for at least 15 continuous months and as of the beginning of the previous fiscal year. This methodology is consistent with the metric used by our management for internal reporting and analysis.  Same-store sales exclude the impact of currency translation.

• Restaurant Margin

We define restaurant margin as sales from company-owned restaurants less cost of sales divided by sales from company-owned restaurants. Cost of sales includes food and paper, restaurant labor, and occupancy, advertising and other operating costs. Sales and cost of sales exclude amounts related to bakery items and kids’ meal promotion items sold to franchisees.  Restaurant margin is influenced by factors such as restaurant openings and closures, price increases, the effectiveness of our advertising and marketing initiatives, featured products, product mix, the level of our fixed and semi-variable costs, and fluctuations in food and labor costs.

38

Related Party Transactions

The Companies have entered into the following transactions with related parties since those reported in our Form 10-K:

SSG

As agreed by its board of directors in March 2011, effective April 2011 the activities of Strategic Sourcing Group Co-op, LLC (“SSG”) were transferred to QSCC, and Arby’s independent purchasing cooperative (“ARCOP”), which, following the sale of Arby’s, is no longer a related party. Wendy’s Restaurants had committed to pay approximately $5.2 million of SSG expenses, of which $4.9 million was expensed in the first quarter of 2010, and was to be paid over a 24 month period through March 2012. During the first quarter of 2011, the remaining accrued commitment of $2.3 million was reversed and credited to “General and administrative.”

QSCC Sublease

Wendy’s and QSCC entered into a sublease amendment, effective January 1, 2011, which increased the office space subleased to QSCC to 14,333 square feet for a one year period for a revised annual base rental of approximately $0.2 million with five one-year renewal options. On July 5, 2011, QSCC renewed the lease for a one year period ending December 31, 2012.

(The Wendy’s Company)

Aircraft Agreement

On June 29, 2011, The Wendy’s Company and TASCO, LLC, an affiliate of a management company (the “Management Company”) which was formed by our Chairman, who was our former Chief Executive Officer, and our Vice Chairman, who was our former President and Chief Operating Officer, and a director, who was our former Vice Chairman, entered into an agreement to extend an aircraft lease agreement for an additional one year period (expiring on June 30, 2012) for an increased monthly rent of $13 thousand. Under the extended lease agreement, TASCO, LLC continues to be responsible for operating costs related to the aircraft’s usage.  

We intend to dispose of the Company-owned aircraft leased under the lease agreement discussed above as soon as practicable. As of October 2, 2011, the aircraft has a carrying value that approximates its fair value, is classified as held-for-sale, and is included in “Prepaid expenses and other current assets.”

Franchisee-Related Equipment Purchase and Installation Programs

Equipment for Systemwide Core Menu Initiative

In order to facilitate the purchase and related installation of equipment by franchisees required to implement a systemwide core menu initiative, Wendy’s initiated incentive programs for franchisees including the partial subsidy of interest rates and a guarantee program, and committed to a direct loan of up to $2.7 million in the fourth quarter of 2011. Wendy’s has accrued liabilities under these initiatives of approximately $0.6 million as of October 2, 2011.

Breakfast Test Expansion

In order to encourage franchisees to participate in expanded testing of the breakfast daypart, Wendy’s has established the following programs:

• Wendy’s will continue to lease equipment to certain franchisees that are testing the breakfast program. At the time breakfast becomes a required program, the franchisees will be required to purchase the equipment from Wendy’s based on its then book value plus installation costs. The total amount of expenditures for equipment (including installation) leased to franchisees is expected to be no more than $4.5 million.

• Additionally, Wendy’s is providing loans to certain franchisees for the purchase and installation of equipment required to implement the breakfast program. The loans are expected to not exceed $25 thousand per restaurant, carry no interest charge and be repayable in full 24 months after the installation is completed. Wendy’s will fund a maximum of $20.0 million of these loans for early adopters of the breakfast program.    

39

As of October 2, 2011, Wendy’s has purchased equipment with a current net book value of approximately $1.8 million that has been leased to franchisees and has made loans of $1.3 million under the above breakfast program. The above programs also have the following additional features:

• For the first three years of an early adopting franchisee’s participation in the breakfast program, a portion of franchise royalties (on a sliding scale) will not be payable to Wendy’s but will be required to be reinvested in local advertising and promotions for the breakfast program. Based on franchisee participation in the breakfast program, Wendy’s estimates the royalties not to be received under this program will approximate $5.0 million over the three year period.

• Contributions otherwise due to The Wendy’s National Advertising Program, Inc. (“Wendy’s National Advertising Program”) based on breakfast sales will not be made but will be required to be reinvested in local advertising and promotions for the breakfast program until Wendy’s National Advertising Program begins to purchase national advertising for the breakfast programs.    

North America Incentive Program

In order to promote new unit development, Wendy’s has established a franchisee assistance program for its North American franchisees that provides for reduced technical assistance fees and a sliding scale of royalties for the first two years of operation for qualifying locations opened between April 1, 2011 and December 31, 2013. While we are unable to project the number of locations to be opened under this program, we do not expect the effect on current or future franchise revenues to be material.

Canadian Lease Guarantee Program

Wendy’s Canadian subsidiary has established a lease guarantee program to promote new franchisee unit development for up to an aggregate of C$5.0 million for periods of up to five years. Franchisees pay the Canadian subsidiary a nominal fee for the guarantee. As of October 2, 2011, the Canadian subsidiary had guaranteed C$0.2 million under this program. Wendy’s has accrued a liability for the fair value of these guarantees.

Presentation of Financial Information

The Companies report on a fiscal year consisting of 52 or 53 weeks ending on the Sunday closest to December 31. All quarters presented contain 13 weeks. All references to years and quarters relate to fiscal periods rather than calendar periods. Certain percentage changes between these years are considered not measurable or not meaningful (“n/m”).

40

Results of Operations

For each of The Wendy’s Company and Wendy’s Restaurants, the following tables included throughout this Item 2 set forth the consolidated results of operations for the three months ended October 2, 2011 and October 3, 2010 (dollars in millions):

(The Wendy’s Company)

	Three Months Ended
	October 2, 2011			October 3, 2010			$ Change			% Change
Revenues:
Sales	$	534.5		$	525.1		$	9.4		1.8	%
Franchise revenues	76.9			75.6			1.3			1.7
	611.4			600.7			10.7			1.8
Costs and expenses:
Cost of sales	458.0			451.3			6.7			1.5
General and administrative	66.0			74.0			(8.0		)	(10.8	)
Transaction related costs	23.8			—			23.8			100.0
Depreciation and amortization	30.8			32.6			(1.8		)	(5.5	)
Impairment of long-lived assets	—			20.9			(20.9		)	(100.0	)
Other operating expense, net	0.4			1.6			(1.2		)	(75.0	)
	579.0			580.4			(1.4		)	(0.2	)
Operating profit	32.4			20.3			12.1			59.6
Interest expense	(28.4		)	(29.2		)	0.8			(2.7	)
Investment income, net	—			0.1			(0.1		)	(100.0	)
Other income, net	0.3			0.2			0.1			50.0	%
Income (loss) from continuing operations before      income taxes	4.3			(8.6		)	12.9			n/m
(Provision for) benefit from income taxes	(1.8		)	7.8			(9.6		)	n/m
Income (loss) from continuing operations	2.5			(0.8		)	3.3			n/m
Loss from discontinued operations, net of      income taxes	(6.5		)	(0.1		)	(6.4		)	n/m
Net loss	$	(4.0	)	$	(0.9	)	$	(3.1	)	n/m

41

(Wendy’s Restaurants)

	Three Months Ended
	October 2, 2011			October 3, 2010			$ Change			% Change
Revenues:
Sales	$	534.5		$	525.1		$	9.4		1.8	%
Franchise revenues	76.9			75.6			1.3			1.7
	611.4			600.7			10.7			1.8
Costs and expenses:
Cost of sales	458.0			451.3			6.7			1.5
General and administrative	62.7			72.4			(9.7		)	(13.4	)
Transaction related costs	23.6			—			23.6			100.0
Depreciation and amortization	30.8			32.2			(1.4		)	(4.3	)
Impairment of long-lived assets	—			20.9			(20.9		)	(100.0	)
Other operating expense, net	0.3			1.5			(1.2		)	(80.0	)
	575.4			578.3			(2.9		)	(0.5	)
Operating profit	36.0			22.4			13.6			60.7
Interest expense	(28.2		)	(28.8		)	0.6			(2.1	)
Other income, net	0.3			0.2			0.1			50.0	%
Income (loss) from continuing operations before      income taxes	8.1			(6.2		)	14.3			n/m
(Provision for) benefit from income taxes	(3.2		)	6.7			(9.9		)	n/m
Income from continuing operations	4.9			0.5			4.4			n/m
Loss from discontinued operations, net of      income taxes	(6.5		)	(0.1		)	(6.4		)	n/m
Net (loss) income	$	(1.6	)	$	0.4		$	(2.0	)	n/m

	Third Quarter 2011			Third Quarter 2010
Sales:
Wendy’s	$	515.4		$	500.3
Bakery and kids’ meal promotion items sold to franchisees (a)	19.1			24.8
Total sales	$	534.5		$	525.1
Cost of sales:			% of  Sales			% of  Sales
Wendy’s
Food and paper	$	174.3	33.8%	$	166.3	33.2%
Restaurant labor	150.6		29.2%	147.9		29.6%
Occupancy, advertising and other operating costs	120.1		23.3%	119.0		23.8%
Total Wendy’s cost of sales	445.0		86.3%	433.2		86.6%
Bakery and kids’ meal promotion items sold to franchisees	13.0		n/m	18.1		n/m
Total cost of sales	$	458.0	85.7%	$	451.3	85.9%

42

	Third Quarter 2011			Third Quarter 2010
Margin $:
Wendy’s	$	70.4		$	67.1
Bakery and kids’ meal promotion items sold to franchisees	6.1			6.7
Total margin	$	76.5		$	73.8
Restaurant margin %:
Wendy’s	13.7		%	13.4		%

(a) During the first quarter of 2011, QSCC began managing the operations for kids’ meal promotion items sold to franchisees. There were no company sales of kids’ meal promotion items in the third quarter of 2011.

Wendy’s restaurant statistics:
Same-store sales:			Third Quarter 2011		Third Quarter 2010
North America company-owned restaurants			1.8%		(3.1)%
North America franchised restaurants			0.7%		(1.3)%
North America systemwide			0.9%		(1.7)%
Restaurant count:	Company-owned		Franchised		Systemwide
Restaurant count at July 3, 2011	1,400		5,171		6,571
Opened	5		13		18
Closed	—		(11	)	(11	)
Net (sold to) purchased by franchisees	(1	)	1		—
Restaurant count at October 2, 2011	1,404		5,174		6,578

Sales
	Change
Wendy’s	$	15.1
Bakery and kids’ meal promotion items sold to franchisees	(5.7		)
	$	9.4

The increase in sales for the 2011 third quarter was primarily due to (1) an increase of 1.1% in the number of customer transactions and (2) an increase of 0.7% in our average per customer check amount primarily resulting from strategic price increases taken on certain menu items. Wendy’s sales also include a $3.5 million benefit from Canadian foreign currency rates. Wendy’s company-owned stores opened or acquired subsequent to the third quarter of 2010 resulted in incremental sales of $8.4 million in the 2011 third quarter, which were partially offset by a reduction in sales of $5.7 million from locations sold or closed after the 2010 third quarter.

Franchise Revenues
	Change
	$	1.3

Wendy’s North America franchise revenues increased during the third quarter of 2011 primarily due to a 0.7% increase in franchise restaurant same-store sales. We believe Wendy’s North America franchised restaurant same-store sales for the third quarter of 2011 were impacted by the same factors described above for company-owned restaurants.

43

Cost of Sales
	Change
Wendy’s
Food and paper	0.6	%	points
Restaurant labor	(0.4	)%	points
Occupancy, advertising and other operating costs	(0.5	)%	points
	(0.3	)%	points

The decrease in cost of sales as a percent of sales in the 2011 third quarter was primarily due to a decline in occupancy, advertising, and other operating expenses as a percent of sales primarily due to (1) a 0.8% point decrease in breakfast advertising expenses as a percent of sales; during the 2010 third quarter we had non-recurring costs associated with the introduction of Wendy’s breakfast test programs in three new markets, and (2) a 0.3% point decrease in employee health insurance costs as a percent of sales in the comparable three-month periods. The increase in Wendy’s food and paper costs in the 2011 third quarter, which was primarily due to a 1.4% point increase in commodity costs as a percent of sales, was partially offset by a 1.0% point effect as a percent of sales of strategic price increases taken on certain menu items.

General and Administrative
	Change
	Wendy’s Restaurants			Corporate		The Wendy’s Company
Transition Services Agreement	$	(5.9	)	$	—	$	(5.9	)
Franchise incentives	(1.6		)	—		(1.6		)
Management fees	(1.3		)	1.3		—
Other, net	(0.9		)	0.4		(0.5		)
	$	(9.7	)	$	1.7	$	(8.0	)

The decrease in general and administrative expenses in the third quarter of 2011 was primarily due to (1) reimbursement of costs incurred in the 2011 third quarter in connection with the Transition Services Agreement related to the sale of Arby’s; similar costs were incurred in the 2010 third quarter which were not then subject to reimbursement and (2) changes in franchise incentive programs in the third quarter of 2011 compared to the 2010 third quarter. Additionally, in connection with the sale of Arby’s, an intercompany management services agreement was terminated during the third quarter of 2011.

Transaction Related Costs

During the third quarter of 2011, the Companies incurred “Transaction related costs” aggregating $23.6 million as follows: (1) $12.6 million associated with the resignation of our President and Chief Executive Officer and severance costs of $1.9 million for certain employees resulting from the sale of Arby’s, (2) $5.3 million for an employee retention program which had been established in connection with the sale of Arby’s, (3) bonus costs of $2.5 million related to the closing of the sale of Arby’s, and (4) other costs of $1.3 million.

Depreciation and Amortization
	Change
Restaurants, primarily properties	$	(1.2	)
Shared services center assets	(0.2		)
Total Wendy’s Restaurants	(1.4		)
Corporate	(0.4		)
Total The Wendy’s Company	$	(1.8	)

44

The decrease in depreciation and amortization for Wendy’s Restaurants was primarily related to (1) previously impaired long-lived assets and (2) depreciation on properties in the third quarter of 2010 which have since been fully depreciated. Additionally, depreciation and amortization for Corporate decreased due to the classification of one of our corporate aircraft as held for sale during the second quarter of 2011, as no depreciation expense is recorded on assets held for sale.

Impairment of Long-Lived Assets
	Change
Restaurants, primarily properties at underperforming locations	$	(20.9	)

As a result of indications that the carrying amount of the Wendy’s long-lived assets may not be recoverable, we performed a test for impairment during the 2010 third quarter and recorded impairment charges primarily from certain underperforming Wendy’s restaurants and additional charges for capital improvements in restaurants impaired in prior years which did not recover. A similar test was not required during the 2011 third quarter.

(Provision for) Benefit from Income Taxes
	Change
	Wendy’s Restaurants		The Wendy’s Company
Federal and state benefit on variance in income (loss)      from continuing operations before income taxes	$	5.2	$	4.8
Foreign tax credit, net of tax on foreign earnings	3.5		3.5
Other	1.2		1.3
	$	9.9	$	9.6

Our income taxes were impacted by variations in income (loss) from continuing operations and the tax benefit of foreign tax credits, net of the tax on foreign earnings resulting from the third quarter 2010 repatriation of foreign earnings.

Loss from Discontinued Operations, Net of Income Taxes
	Change
Loss from discontinued operations before     income taxes	$	2.3
Benefit from income taxes	(3.6		)
	(1.3		)
Loss on disposal, net of income taxes	(5.1		)
	$	(6.4	)

The increase in loss from discontinued operations (net of income taxes) in the third quarter of 2011 as compared to the 2010 third quarter was primarily due to income tax expense recorded upon completion of the Arby’s sale of $5.5 million due to a permanent difference between the book and tax basis of Arby’s goodwill.

45

Results of Operations

For each of The Wendy’s Company and Wendy’s Restaurants, the following tables included throughout this Item 2 set forth the consolidated results of operations for the nine months ended October 2, 2011 and October 3, 2010 (dollars in millions):

(The Wendy’s Company)

	Nine Months Ended
	October 2, 2011			October 3, 2010			$ Change			% Change
Revenues:
Sales	$	1,588.0		$	1,570.2		$	17.8		1.1	%
Franchise revenues	228.3			222.6			5.7			2.6
	1,816.3			1,792.8			23.5			1.3
Costs and expenses:
Cost of sales	1,361.7			1,325.0			36.7			2.8
General and administrative	215.1			230.4			(15.3		)	(6.6	)
Transaction related costs	30.8			—			30.8			100.0
Depreciation and amortization	91.0			96.4			(5.4		)	(5.6	)
Impairment of long-lived assets	8.3			21.4			(13.1		)	(61.2	)
Other operating expense, net	1.6			2.7			(1.1		)	(40.7	)
	1,708.5			1,675.9			32.6			1.9
Operating profit	107.8			116.9			(9.1		)	(7.8	)
Interest expense	(85.9		)	(89.7		)	3.8			(4.2	)
Loss on early extinguishment of debt	—			(26.2		)	26.2			(100.0	)
Investment income, net	0.2			5.2			(5.0		)	(96.2	)
Other income, net	0.7			2.1			(1.4		)	(66.7	)
Income from continuing operations before      income taxes	22.8			8.3			14.5			n/m
(Provision for) benefit from income taxes	(9.2		)	3.7			(12.9		)	n/m
Income from continuing operations	13.6			12.0			1.6			13.3
Loss from discontinued operations, net of      income taxes	(7.7		)	(5.6		)	(2.1		)	37.5
Net income	$	5.9		$	6.4		$	(0.5	)	(7.8	)%

46

(Wendy’s Restaurants)

	Nine Months Ended
	October 2, 2011			October 3, 2010			$ Change			% Change
Revenues:
Sales	$	1,588.0		$	1,570.2		$	17.8		1.1	%
Franchise revenues	228.3			222.6			5.7			2.6
	1,816.3			1,792.8			23.5			1.3
Costs and expenses:
Cost of sales	1,361.7			1,325.0			36.7			2.8
General and administrative	207.4			225.2			(17.8		)	(7.9	)
Transaction related costs	29.5			—			29.5			100.0
Depreciation and amortization	90.4			95.1			(4.7		)	(4.9	)
Impairment of long-lived assets	8.3			21.4			(13.1		)	(61.2	)
Other operating expense, net	1.5			2.8			(1.3		)	(46.4	)
	1,698.8			1,669.5			29.3			1.8
Operating profit	117.5			123.3			(5.8		)	(4.7	)
Interest expense	(85.3		)	(88.7		)	3.4			(3.8	)
Loss on early extinguishment of debt	—			(26.2		)	26.2			(100.0	)
Other income, net	0.7			1.0			(0.3		)	(30.0	)
Income from continuing operations before      income taxes	32.9			9.4			23.5			n/m
(Provision for) benefit from income taxes	(12.9		)	3.4			(16.3		)	n/m
Income from continuing operations	20.0			12.8			7.2			56.3
Loss from discontinued operations, net of      income taxes	(7.7		)	(5.6		)	(2.1		)	37.5
Net income	$	12.3		$	7.2		$	5.1		70.8	%

	Nine Months 2011			Nine Months 2010
Sales:
Wendy’s	$	1,531.4		$	1,495.6
Bakery and kids’ meal promotion items sold to franchisees (a)	56.6			74.6
Total sales	$	1,588.0		$	1,570.2
Cost of sales:			% of  Sales			% of  Sales
Wendy’s
Food and paper	$	507.9	33.2%	$	479.4	32.1%
Restaurant labor	457.1		29.8%	444.7		29.7%
Occupancy, advertising and other operating costs	357.3		23.3%	346.0		23.1%
Total Wendy’s cost of sales	1,322.3		86.3%	1,270.1		84.9%
Bakery and kids’ meal promotion items sold to franchisees	39.4		n/m	54.9		n/m
Total cost of sales	$	1,361.7	85.7%	$	1,325.0	84.4%

47

	Nine Months 2011			Nine Months 2010
Margin $:
Wendy’s	$	209.1		$	225.5
Bakery and kids’ meal promotion items sold to franchisees	17.2			19.7
Total margin	$	226.3		$	245.2
Restaurant margin %:
Wendy’s	13.7		%	15.1		%

(a) During the first quarter of 2011, QSCC began managing the operations for kids’ meal promotion items sold to franchisees. Company sales of kids’ meal promotion items during the first nine months of 2011 were from inventory on hand prior to QSCC’s management of the process.

Wendy’s restaurant statistics:
Same-store sales:			Nine Months 2011		Nine Months 2010
North America company-owned restaurants			1.1%		(2.0)%
North America franchised restaurants			1.1%		(0.6)%
North America systemwide			1.1%		(0.9)%
Restaurant count:	Company-owned		Franchised		Systemwide
Restaurant count at January 2, 2011	1,394		5,182		6,576
Opened	8		44		52
Closed	(8	)	(42	)	(50	)
Net purchased from (sold by) franchisees	10		(10	)	—
Restaurant count at October 2, 2011	1,404		5,174		6,578

Sales
	Change
Wendy’s	$	35.8
Bakery and kids’ meal promotion items sold to franchisees	(18.0		)
	$	17.8

The increase in sales for the first nine months of 2011 was primarily due to (1) an increase in our average per customer check amount of 0.7% primarily resulting from strategic price increases taken on certain menu items and (2) an increase of 0.4% in the number of customer transactions. Wendy’s sales also include a $10.0 million benefit from Canadian foreign currency rates, which was partially offset by a decrease of $2.8 million primarily due to the effect of higher sales taxes in two Canadian provinces in the first half of 2011 as compared to the first half of 2010. Wendy’s company-owned stores opened or acquired subsequent to the third quarter of 2010 resulted in incremental sales of $21.1 million in the first nine months of 2011, which were partially offset by a reduction in sales of $11.4 million from locations closed or sold after the third quarter of 2010.

Franchise Revenues
	Change
	$	5.7

Wendy’s North America franchise revenues increased during the first nine months of 2011 primarily due to a 1.1% increase in franchise restaurant same-store sales. We believe Wendy’s North America franchised restaurant same-store sales for the first nine months of 2011 were impacted by the same factors described above for company-owned restaurants.

48

Cost of Sales
	Change
Wendy’s
Food and paper	1.1	%	points
Restaurant labor	0.1	%	points
Occupancy, advertising and other operating costs	0.2	%	points
	1.4	%	points

Increases in Wendy’s food and paper costs in the first nine months of 2011 were primarily due to a 1.3% point increase in commodity costs as a percent of sales. The increase in occupancy, advertising, and other operating expenses in the first nine months of 2011 was primarily due to a 0.3% point increase in advertising expenses as a percent of sales associated with the expansion of Wendy’s breakfast test programs in additional markets during the first half of 2011.

General and Administrative
	Change
	Wendy’s Restaurants			Corporate			The Wendy’s Company
SSG co-op funding	$	(7.2	)	$	—		$	(7.2	)
Transition Services Agreement	(5.9		)	—			(5.9		)
Wendy’s integration	(4.3		)	—			(4.3		)
Franchise incentives	(2.3		)	—			(2.3		)
Management fees	(1.2		)	1.2			—
Professional fees	2.3			(0.4		)	1.9
Other, net	0.8			1.7			2.5
	$	(17.8	)	$	2.5		$	(15.3	)

The decrease in general and administrative expenses in the first nine months of 2011 was primarily due to (1) expenses related to the formation of SSG incurred in the first quarter of 2010 combined with the reversal of the accrual for the remaining estimated SSG funding commitment during the first quarter of 2011, (2) reimbursement of costs incurred in the 2011 third quarter in connection with the Transition Services Agreement related to the sale of Arby’s; similar costs were incurred in the first half of 2011 and the first nine months of 2010 which were not then subject to reimbursement, (3) the completion of the Wendy’s integration efforts in early 2010, and (4) changes in franchise incentive programs in the first nine months of 2011 compared to the first nine months of 2010. These decreases were partially offset by an increase in professional fees associated primarily with information technology projects. Additionally, in connection with the sale of Arby’s, an intercompany management services agreement was terminated during the third quarter of 2011.

Transaction Related Costs

During the first nine months of 2011, the Companies incurred “Transaction related costs” aggregating $29.5 million of (1) $12.6 million associated with the resignation of our President and Chief Executive Officer, severance costs of $1.9 million for certain employees resulting from the sale of Arby’s and $1.7 million for the elimination of a senior executive position, (2) $7.9 million for an employee retention program which had been established in connection with the sale of Arby’s, (3) bonus costs of $2.5 million related to the closing of the sale of Arby’s, (4) $2.0 million for certain professional fees, and (5) other costs of $0.9 million.

49

Depreciation and Amortization
	Change
Restaurants, primarily properties	$	(3.2	)
Shared services center assets	(1.5		)
Total Wendy’s Restaurants	(4.7		)
Corporate	(0.7		)
Total The Wendy’s Company	$	(5.4	)

The decrease in depreciation and amortization for Wendy’s Restaurants was primarily related to (1) previously impaired long-lived assets, (2) depreciation on properties in the first nine months of 2010 which have since been fully depreciated, and (3) the transfer of certain information technology equipment from our shared services center to Arby’s during the first half of 2011 (the depreciation of those assets is included in discontinued operations). Additionally, depreciation and amortization for Corporate decreased due to the classification of one of our corporate aircraft as held for sale during the second quarter of 2011, as no depreciation expense is recorded on assets held for sale.

Impairment of Long-Lived Assets
	Change
Restaurants, primarily properties at underperforming locations	$	(13.1	)

As a result of indications that the carrying amount of the Wendy’s long-lived assets may not be recoverable, we performed a test for impairment during the first quarter of 2011 and the third quarter of 2010 and recorded impairment charges primarily from certain underperforming Wendy’s restaurants. A similar test was not required during the 2011 second and third quarters or the first half of 2010. The decline in Wendy’s company-owned restaurants impairment was primarily due to the level of impairment charges taken in prior periods. Wendy’s impairment charges in the first nine months of 2011 and 2010 primarily reflected impairment charges on restaurant level assets resulting from the deterioration in operating performance of certain restaurants and additional charges for capital improvements in restaurants impaired in prior years which did not subsequently recover.

Interest Expense
	Change
Wendy’s debt	$	(7.3	)
Wendy’s Restaurants term loan	2.2
Interest rate swaps	2.1
Other	(0.4		)
Total Wendy’s Restaurants	(3.4		)
Other	(0.4		)
Total The Wendy’s Company	$	(3.8	)

The decrease in interest expense in the first nine months of 2011 was primarily due to (1) the redemption of the Wendy’s 6.25% senior notes in the 2010 second quarter and (2) the lower effective interest rate of the Wendy’s Restaurants term loan as compared to the prior Arby’s credit agreement. This decrease in interest expense was partially offset by (1) higher weighted average principal amounts outstanding during the first nine months of 2011 under the Wendy’s Restaurants term loan than were outstanding during the first nine months of 2010 for similar borrowings under the prior Arby’s credit agreement during the first half of 2010 and the Wendy’s Restaurants term loan during the third quarter of 2010, and (2) a $1.9 million gain on the cancellation of the interest rate swaps related to the Wendy’s 6.25% senior notes in connection with their redemption in the 2010 second quarter.

50

Loss on Early Extinguishment of Debt

The decrease in the loss on early extinguishment of debt of $26.2 million relates to amounts recorded in the first nine months of 2010 comprised of (1) a $15.0 million premium payment required to redeem the Wendy’s 6.25% senior notes, (2) $5.5 million for the write-off of the unaccreted discount of the Wendy’s 6.25% senior notes (recorded in connection with the Wendy’s merger), and (3) $5.7 million for the write-off of deferred costs associated with the repayment of the Wendy’s Restaurants prior senior secured term loan.

Investment Income, Net

(The Wendy’s Company)

The decrease in investment income primarily relates to the recognition of income of $4.9 million on the repayment and cancellation of the series A senior notes of Deerfield Capital Corp. during the first nine months of 2010.

(Provision for) Benefit From Income Taxes
	Change
	Wendy’s Restaurants		The Wendy’s Company
Federal and state benefit on variance in income from      continuing operations before income taxes	$	9.1	$	5.7
Foreign tax credits, net of tax on foreign earnings	3.5		3.5
Valuation allowance reduction	2.5		2.5
Other	1.2		1.2
	$	16.3	$	12.9

Our income taxes were impacted by variations in income from continuing operations, the tax benefit of foreign tax credits, net of tax on foreign earnings resulting from the third quarter 2010 repatriation of foreign earnings, and a reduction in valuation allowances related to state tax matters.

Loss from Discontinued Operations, Net of Income Taxes
	Change
Income from discontinued operations before     income taxes	$	13.5
Provision for income taxes	(6.8		)
	6.7
Loss on disposal, net of income taxes	(8.8		)
	$	(2.1	)

The increase in income (loss) from discontinued operations of $6.7 million during the first nine months of 2011 as compared to the first nine months of 2010 was primarily due to the sale of Arby’s on July 4, 2011 (the first day of our third quarter). Discontinued operations for the first nine months of 2011 also includes a loss on disposal of $8.8 million, net of income tax expense of $3.6 million.

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Liquidity and Capital Resources

The Companies’ discussion below regarding its liquidity and capital resources includes the discontinued operations of Arby’s.

Net Cash Provided by Operating Activities

(The Wendy’s Company)

Cash provided by operating activities increased $14.6 million in the first nine months of 2011 as compared to the first nine months of 2010 primarily due to the following:

• a $29.9 million favorable impact in accrued expenses and other current liabilities for the comparable periods. These favorable impacts were primarily due to the following: (1) an increase in amounts accrued for termination, severance and relocation costs associated with the sale of Arby’s and related corporate realignment, (2) payments to QSCC in the first quarter of 2010 which were accrued in 2009, (3) a decrease in amounts paid in 2011 versus 2010 under incentive compensation plans for the 2010 and 2009 fiscal years, respectively, and an increase in amounts accrued for the 2011 fiscal year bonus plans versus 2010 due to improved operating performance as compared to plan in 2011, and (4) a decrease in interest payments in the first nine months of 2011 compared to the first nine months of 2010, partially offset by a decrease in accrued interest expense both primarily due to the redemption of the Wendy’s 6.25% senior notes in the second quarter of 2010 and a $190 million decrease in long-term debt which was assumed by Buyer on July 4, 2011. These favorable changes were partially offset by a decrease in current income tax accruals due to variations in taxable income of continuing operations during the same comparable periods;

• a $18.3 million favorable impact in accounts payable resulting from an increase in accounts payable of $9.3 million during the first nine months of 2011 compared to a decrease in accounts payable of $9.0 million during the first nine months of 2010, both as compared to the end of the respective prior fiscal year. The changes for each of the 2011 and 2010 comparable periods were primarily due to the following: (1) an increase in amounts payable for food purchases at Wendy’s as a result of higher sales trends in 2011 as compared to 2010, (2) a decrease in payments for Wendy’s kids’ meal promotion items as the management for kids’ meal promotion items sold to franchisees was transferred to QSCC in the first quarter of 2011, (3) a decrease in payments for certain expenses at Arby’s as a result of its sale on July 4, 2011, and (4) an increase in amounts accrued associated with the corporate realignment following the sale of Arby’s;

• a $21.2 million favorable impact in deferred income taxes due to variations in taxable income of continuing operations during the same comparable periods, net foreign tax credits and a reduction in valuation allowances related to state tax matters;

• an $8.8 million favorable impact due to the loss on disposal on the sale of Arby’s;

partially offset by a $56.0 million decrease due to the following:

• $31.6 million in impairment of long-lived assets due to the level of impairment charges taken in prior periods; and

• $24.4 million in depreciation and amortization primarily as a result of nine months of depreciation and amortization for Arby’s in 2010 as compared to five months in 2011 due to the classification of Arby’s as a discontinued operation in May 2011.

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(Wendy’s Restaurants)

Cash provided by operating activities increased $8.3 million in the first nine months of 2011 as compared to the first nine months of 2010 primarily due to the following:

• a $32.1 million favorable impact in accrued expenses and other current liabilities for the comparable periods. These favorable impacts were primarily due to the following: (1) an increase in amounts accrued for termination, severance and relocation costs associated with the sale of Arby’s and related corporate realignment, (2) payments to QSCC in the first quarter of 2010 which were accrued in 2009, (3) a decrease in amounts paid in 2011 versus 2010 under incentive compensation plans for the 2010 and 2009 fiscal years, respectively, and an increase in amounts accrued for the 2011 fiscal year bonus plans versus 2010 due to improved operating performance as compared to plan in 2011, and (4) a decrease in interest payments in the first nine months of 2011 compared to the first nine months of 2010, partially offset by a decrease in accrued interest expense both primarily due to the redemption of the Wendy’s 6.25% senior notes in the second quarter of 2010 and a $190 million decrease in long-term debt which was assumed by Buyer on July 4, 2011. These favorable changes were partially offset by a decrease in current income tax accruals due to variations in taxable income of continuing operations combined with an increase in income tax payments during the same comparable periods;

• a $16.2 million favorable impact in accounts payable resulting from an increase in accounts payable of $8.9 million during the first nine months of 2011 compared to a decrease in accounts payable of $7.3 million during the first nine months of 2010, both as compared to the end of the respective prior fiscal year. The changes for each of the 2011 and 2010 comparable periods were primarily due to the following: (1) an increase in amounts payable for food purchases at Wendy’s as a result of higher sales trends in 2011 as compared to 2010, (2) a decrease in payments for Wendy’s kids’ meal promotion items as the management for kids’ meal promotion items sold to franchisees was transferred to QSCC in the first quarter of 2011, (3) a decrease in payments for certain expenses at Arby’s as a result of its sale on July 4, 2011, and (4) an increase in amounts accrued associated with the corporate alignment following the sale of Arby’s;

• a $13.5 million favorable impact in deferred income taxes due to variations in taxable income of continuing during the same comparable periods, net foreign tax credits and a reduction in valuation allowances related to state tax matters;

• an $8.8 million favorable impact due to the loss on disposal on the sale of Arby’s;

partially offset by a $68.2 million decrease due to the following:

• $13.1 million in cash outflows related to tax payments made under a tax sharing agreement with The Wendy’s Company net of amounts accrued under this tax sharing agreement. No similar payments or accruals were made under this tax sharing agreement in the first nine months of 2010;

• $31.6 million in impairment of long-lived assets due to the level of impairment charges taken in prior periods; and

• $23.5 million in depreciation and amortization primarily as a result of nine months of depreciation and amortization for Arby’s in 2010 as compared to five months in 2011 due to the classification of Arby’s as a discontinued operation in May 2011.

Additionally, for the nine months ended October 2, 2011, the Companies had the following significant sources and uses of cash other than from operating activities:

• Proceeds from the sale of Arby’s of $103.2 million, which is net of the following: Arby’s cash balance of $7.1 million at the sale date, customary purchase price adjustments primarily related to working capital, and transaction closing costs paid through October 2, 2011;

• Repayments of long-term debt of $35.6 million, including an excess cash flow prepayment of $24.9 million as required by the Wendy’s Restaurants term loan;

• Cash capital expenditures totaling $91.9 million, which included $15.7 million for the remodeling of restaurants, $12.4 million for the construction of new restaurants, and $63.8 million for various capital projects;

(The Wendy’s Company)

• Dividend payments of $24.6 million; and

• Repurchases of Common Stock of $152.7 million, including commissions of $0.5 million.

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The net cash (used in) provided by our business before the effect of exchange rate changes on cash was approximately $(21.1) million and $149.4 million for The Wendy’s Company and Wendy’s Restaurants, respectively.

Sources and Uses of Cash for the Remainder of 2011

Our anticipated consolidated sources of cash and cash requirements for the remainder of 2011 exclusive of operating cash flow requirements consist principally of:

• Payments of $6.5 million for accrued Arby’s transaction closing costs which will reduce the net cash proceeds received from the sale to $96.7 million;

• Capital expenditures of approximately $53 million, which would result in total cash capital expenditures for the year of approximately $145 million;

• Any other potential restaurant acquisitions and dispositions;

(The Wendy’s Company)

• Quarterly cash dividends aggregating up to approximately $7.8 million as discussed below in “Dividends;”

• Potential repurchases of common stock of up to approximately $92.5 million as of November 3, 2011 under the currently authorized stock buyback program, including $4.9 million purchased in the fourth quarter through November 3, 2011; and

(Wendy’s Restaurants)

• Potential intercompany dividends and fees.

Based upon current levels of operations, the Companies expect that cash flows from Wendy’s operations and available cash will provide sufficient liquidity to meet operating cash requirements for the next 12 months.

Dividends

(The Wendy’s Company)

On March 15, 2011, June 15, 2011 and September 15, 2011, The Wendy’s Company paid quarterly cash dividends of $0.02 per share on its common stock, aggregating $24.6 million. On October 31, 2011, The Wendy’s Company declared dividends of $0.02 per share to be paid on December 15, 2011 to shareholders of record as of December 1, 2011. As a result of this dividend declaration, The Wendy’s Company’s total cash requirement for dividends for the fourth quarter of 2011 will be approximately $7.8 million based on the number of shares of its common stock outstanding at November 3, 2011. The Wendy’s Company currently intends to continue to declare and pay quarterly cash dividends; however, there can be no assurance that any quarterly dividends will be declared or paid in the future or of the amount or timing of such dividends, if any.

(Wendy’s Restaurants)

As of October 2, 2011, under the terms of the Wendy’s Restaurants’ credit agreement, there was $67.0 million available for the payment of dividends directly to The Wendy’s Company.

Stock Repurchases

(The Wendy’s Company)

As of January 2, 2011, as previously approved by our Board of Directors, our management is currently authorized, when and if market conditions warrant and to the extent legally permissible, to repurchase up to $250 million of our common stock. For the nine months ended October 2, 2011, we repurchased 29.9 million shares with an aggregate purchase price of $152.2 million, excluding commissions of $0.5 million. Subsequent to this period and through November 3, 2011, we had repurchased an additional 1.1 million shares for an aggregate purchase price of $4.9 million, excluding commissions.

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Contractual Obligations

The following table presents the expected payments under our outstanding contractual obligations as of January 2, 2011 (which was previously presented in the Form 10-K) as adjusted for the July 2011 sale of Arby’s:

	Fiscal Years
	2011		2012-2013		2014-2015		After 2015		Total
Long-term debt (a)	$	113.5	$	226.5	$	438.2	$	1,315.8	$	2,094.0
Sale-leaseback obligations (b)	0.1		0.2		0.2		2.8		3.3
Capitalized lease obligations (b)	2.7		4.4		4.3		19.1		30.5
Operating leases (c)	72.9		127.2		103.5		655.3		958.9
Purchase obligations (d)	68.9		49.8		39.9		63.8		222.4
Other (e)	4.1		0.7		—		—		4.8
Total Wendy’s Restaurants (f)	262.2		408.8		586.1		2,056.8		3,313.9
Corporate long-term debt (a)	1.4		11.3		—		—		12.7
Corporate operating leases (c)	1.6		0.7		—		—		2.3
Other Corporate	0.2		0.1		—		—		0.3
Total The Wendy’s Company (f)	$	265.4	$	420.9	$	586.1	$	2,056.8	$	3,329.2
_______________

(a) Excludes sale-leaseback and capitalized lease obligations, which are shown separately in the table. The table above includes interest of approximately $708.8 million. The table above also reflects the effect of interest rate swaps entered into in 2009 which lowered our interest rate on our 6.20% Wendy’s senior notes. These amounts exclude the effects of the original issue discount on our 10% senior notes and the fair value adjustments related to certain debt assumed in the Wendy’s merger.

(b) Excludes related sublease rental receipts of $0.5 million on sale-leaseback obligations and $0.8 million on capitalized lease obligations. The table above includes interest of approximately $1.9 million for sale-leaseback obligations and $15.8 million for capitalized lease obligations.

(c) Represents the minimum lease cash payments. Excludes aggregate related sublease rental receipts of $52.4 million for Wendy’s Restaurants and additional sublease rental receipts for The Wendy’s Company of $1.9 million.

(d) Includes (1) $163.4 million remaining for beverage purchase requirements for Wendy’s restaurants, (2) $28.1 million for capital expenditures and (3) $30.9 million of other purchase obligations.

(e) Represents (1) $0.3 million for funding for QSCC, (2) $3.0 million for funding related to SSG, (3) $1.4 million for potential additional capital investment requirements, and (4) $0.1 million and $0.3 million for severance for Wendy’s Restaurants and The Wendy’s Company.

(f) Excludes obligation for uncertain income tax positions of $26.3 million and $36.4 million for Wendy’s Restaurants and The Wendy’s Company respectively. We are unable to predict when, and if cash payments on any of this accrual will be required.

Seasonality

Our restaurant operations are moderately impacted by seasonality; Wendy’s restaurant revenues are normally higher during the summer months than during the winter months. Because our business is moderately seasonal, results for any future quarter will not necessarily be indicative of the results that may be achieved for any other quarter or for the full fiscal year.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

There were no material changes from the information contained in the Companies’ Annual Report on Form 10-K as of October 2, 2011.

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Item 4.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The management of The Wendy’s Company and Wendy’s Restaurants, under the supervision and with the participation of their Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of their disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of October 2, 2011. Based on such evaluations, the Chief Executive Officer and Chief Financial Officer concluded that as of October 2, 2011, the disclosure controls and procedures of The Wendy’s Company and Wendy’s Restaurants were effective in (1) recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by each company in the reports that it files or submits under the Exchange Act and (2) ensuring that information required to be disclosed by each company in such reports is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

On July 4, 2011, Wendy’s Restaurants sold 100% of the common stock of Arby’s. The sale resulted in the elimination of internal controls over financial reporting that were relevant only to Arby’s.

There were no other changes in the internal control over financial reporting of The Wendy’s Company and Wendy’s Restaurants during the third quarter of 2011 that materially affected, or are reasonably likely to materially affect, their internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

There are inherent limitations in the effectiveness of any control system, including the potential for human error and the possible circumvention or overriding of controls and procedures.  Additionally, judgments in decision-making can be faulty and breakdowns can occur because of simple error or mistake.  An effective control system can provide only reasonable, not absolute, assurance that the control objectives of the system are adequately met.  Accordingly, the management of The Wendy’s Company and Wendy’s Restaurants, including their Chief Executive Officer and Chief Financial Officer, does not expect that the control system can prevent or detect all error or fraud.  Finally, projections of any evaluation or assessment of effectiveness of a control system to future periods are subject to the risks that, over time, controls may become inadequate because of changes in an entity’s operating environment or deterioration in the degree of compliance with policies or procedures.

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Part II.                      OTHER INFORMATION

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND PROJECTIONS

This Quarterly Report on Form 10-Q and oral statements made from time to time by representatives of the Company may contain or incorporate by reference certain statements that are not historical facts, including, most importantly, information concerning possible or assumed future results of operations of the Companies.  Those statements, as well as statements preceded by, followed by, or that include the words “may,” “believes,” “plans,” “expects,” “anticipates,” or the negation thereof, or similar expressions, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”).  All statements that address future operating, financial or business performance; strategies or expectations; future synergies, efficiencies or overhead savings; anticipated costs or charges; future capitalization; and anticipated financial impacts of recent or pending transactions are forward-looking statements within the meaning of the Reform Act.  The forward-looking statements are based on our expectations at the time such statements are made, speak only as of the dates they are made and are susceptible to a number of risks, uncertainties and other factors.  Our actual results, performance and achievements may differ materially from any future results, performance or achievements expressed or implied by our forward-looking statements.  For all of our forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the Reform Act.  Many important factors could affect our future results and could cause those results to differ materially from those expressed in or implied by the forward-looking statements contained herein.  Such factors, all of which are difficult or impossible to predict accurately, and many of which are beyond our control, include, but are not limited to, the following:

• competition, including pricing pressures, aggressive marketing and the potential impact of competitors’ new unit openings on sales of Wendy’s restaurants;

• consumers’ perceptions of the relative quality, variety, affordability and value of the food products we offer;

• food safety events, including instances of food-borne illness (such as salmonella or E. coli) involving Wendy’s or its supply chain;

• consumer concerns over nutritional aspects of beef, poultry, French fries or other products we sell, or concerns regarding the effects of disease outbreaks such as “mad cow disease” and avian influenza or “bird flu”;

• success of operating and marketing initiatives, including advertising and promotional efforts and new product and concept development by us and our competitors;

• the impact of general economic conditions and high unemployment rates on consumer spending, particularly in geographic regions that contain a high concentration of Wendy’s restaurants;

• changes in consumer tastes and preferences, and in discretionary consumer spending;

• changes in spending patterns and demographic trends, such as the extent to which consumers eat meals away from home;

• certain factors affecting our franchisees, including the business and financial viability of franchisees, the timely payment of such franchisees’ obligations due to us or to national or local advertising organizations, and the ability of our franchisees to open new restaurants in accordance with their development commitments, including their ability to finance restaurant development and remodels;

• changes in commodity costs (including beef and chicken), labor, supply, fuel, utilities, distribution and other operating costs;

• availability, location and terms of sites for restaurant development by us and our franchisees;

• development costs, including real estate and construction costs;

• delays in opening new restaurants or completing remodels of existing restaurants;

• the timing and impact of acquisitions and dispositions of restaurants;

57

• our ability to successfully integrate acquired restaurant operations;

• anticipated or unanticipated restaurant closures by us and our franchisees;

• our ability to identify, attract and retain potential franchisees with sufficient experience and financial resources to develop and operate Wendy’s restaurants successfully;

•  availability of qualified restaurant personnel to us and to our franchisees, and the ability to retain such personnel;

• our ability, if necessary, to secure alternative distribution of supplies of food, equipment and other products to Wendy’s restaurants at competitive rates and in adequate amounts, and the potential financial impact of any interruptions in such distribution;

• availability and cost of insurance;

• adverse weather conditions;

• availability, terms (including changes in interest rates) and deployment of capital;

• changes in, and our ability to comply with, legal, regulatory or similar requirements, including franchising laws, accounting standards, payment card industry rules, overtime rules, minimum wage rates, wage and hour laws, government-mandated health care benefits, tax legislation and menu-board labeling requirements;

• the costs, uncertainties and other effects of legal, environmental and administrative proceedings;

• the effects of charges for impairment of goodwill or for the impairment of other long-lived assets due to deteriorating operating results;

• the effects of war or terrorist activities;

• expenses and liabilities for taxes related to periods up to the date of sale of Arby’s as a result of the indemnification provisions of the Arby’s Purchase and Sale Agreement; and

• other risks and uncertainties affecting us and our subsidiaries referred to in our Annual Report on Form 10-K for the fiscal year ended January 2, 2011 (see especially “Item 1A. Risk Factors” and “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations”) and in our other current and periodic filings with the Securities and Exchange Commission.

All future written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.  New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us.  We assume no obligation to update any forward-looking statements after the date of this Quarterly Report on Form 10-Q as a result of new information, future events or developments, except as required by Federal securities laws.  In addition, it is our policy generally not to endorse any projections regarding future performance that may be made by third parties.

Item 1.  Legal Proceedings.

We are involved in litigation and claims incidental to our current and prior businesses.  We provide reserves for such litigation and claims when payment is probable and reasonably estimable. As of October 2, 2011, the Companies had reserves for continuing operations for all of its legal and environmental matters aggregating $1.7 million. We cannot estimate the aggregate possible range of loss due to most proceedings being in preliminary stages, with various motions either yet to be submitted or pending, discovery yet to occur, and significant factual matters unresolved. In addition, most cases seek an indeterminate amount of damages and many involve multiple parties. Predicting the outcomes of settlement discussions or judicial or arbitral decisions are thus inherently difficult. Based on our currently available information, including legal defenses available to us, and given the aforementioned reserves and our insurance coverage, we do not believe that the outcome of these legal and environmental matters will have a material effect on our consolidated financial position or results of operations.

58

Item 1A.  Risk Factors.

In addition to the information contained in this report, you should carefully consider the risk factors disclosed in the Form 10-K, which could materially affect our business, financial condition or future results.  Except as described elsewhere in this report, including the risk factor set forth below, there have been no material changes from the risk factors previously disclosed in the Form 10-K.

As a result of the indemnification provisions of the Purchase and Sale Agreement pursuant to which the sale of Arby’s occurred on July 4, 2011, Wendy’s Restaurants may incur expenses and liabilities for taxes related to periods up to the date of sale.

As a result of the indemnification provisions of the Purchase and Sale Agreement pursuant to which the sale of Arby’s occurred on July 4, 2011, Wendy’s Restaurants may incur expenses and liabilities for taxes related to periods up to the date of sale, such as income, sales and use, and other operating taxes. Discontinued operations for the 2011 third quarter included $2.1 million for amounts accrued for certain tax liabilities related to Arby’s which are the obligations of Wendy’s Restaurants pursuant to the indemnification provisions of the Purchase and Sale Agreement and it is possible that further accruals may occur in future periods as audits by various taxing authorities are resolved. Further accruals in future periods would adversely affect our results of operations.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

The following table provides information with respect to repurchases of shares of our common stock by us and our “affiliated purchasers” (as defined in Rule 10b-18(a)(3) under the Exchange Act) during the third fiscal quarter of 2011:

Issuer Repurchases of Equity Securities

Period	Total Number of Shares Purchased (1)	Average Price Paid per Share	Total Number of Shares Purchased as Part of Publicly Announced Plan	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan
July 4, 2011 through August 7, 2011	14,406,089	$5.29	14,270,700	$127,603,399
August 8, 2011 through September 4, 2011	4,462,376	$4.73	4,461,792	$106,497,414
September 5, 2011 through October 2, 2011	1,896,951	$4.82	1,895,000	$97,359,123
Total	20,765,416	$5.12	20,627,492	$97,359,123

(1) Includes 137,924 shares reacquired by The Wendy’s Company from holders of share-based awards to satisfy certain requirements associated with the vesting or exercise of the respective award. The shares were valued at the average of the high and low trading prices of our common stock on the vesting date of such awards.

From October 3, 2011 through November 3, 2011, we repurchased 1.1 million shares for an aggregate purchase price of $4.9 million, excluding commissions.

Item 4. (Removed and Reserved).

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Item 6.  Exhibits.

EXHIBIT NO.	DESCRIPTION
2.1	Agreement and Plan of Merger, dated as of April 23, 2008, by and among Triarc Companies, Inc., Green Merger Sub, Inc. and Wendy’s International, Inc., incorporated herein by reference to Exhibit 2.1 to Triarc’s Current Report on Form 8-K dated April 29, 2008 (SEC file no. 001-02207).
2.2	Side Letter Agreement, dated August 14, 2008, by and among Triarc Companies, Inc., Green Merger Sub, Inc. and Wendy’s International, Inc., incorporated herein by reference to Exhibit 2.3 to Triarc’s Registration Statement on Form S-4, Amendment No.3, filed on August 15, 2008 (Reg. no. 333-151336).
2.3	Agreement and Plan of Merger, dated as of December 17, 2007, by and among Deerfield Triarc Capital Corp., DFR Merger Company, LLC, Deerfield & Company LLC and, solely for the purposes set forth therein, Triarc Companies, Inc. (in such capacity, the Sellers’ Representative), incorporated herein by reference to Exhibit 2.1 to Triarc’s Current Report on Form 8-K dated December 21, 2007 (SEC file No. 001-02207).
2.4	Purchase and Sale Agreement, dated as of June 13, 2011, by and among Wendy's/Arby's Restaurants, LLC, ARG Holding Corporation and ARG IH Corporation, incorporated herein by reference to Exhibit 2.1 of the Wendy's/Arby's Group, Inc. and Wendy's/Arby's Restaurants, LLC Current Reports on Form 8-K filed on June 13, 2011 (SEC file nos. 001-02207 and 333-161613, respectively).
2.5	Closing letter dated as of July 1, 2011 by and among Wendy’s/Arby’s Restaurants, LLC, ARG Holding Corporation, ARG IH Corporation, and Roark Capital Partners II, LP, incorporated by reference to Exhibit 2.2 of the Wendy’s/Arby’s Group, Inc. and Wendy’s/Arby’s Restaurants, LLC Current Reports on Form 8-K filed on July 8, 2011 (SEC file nos. 001-02207 and 333-161613, respectively).
3.1	Restated Certificate of Incorporation of Wendy's/Arby's Group, Inc., as filed with the Secretary of State of the State of Delaware on May 26, 2011, incorporated herein by reference to Exhibit 3.1 of the Wendy's/Arby's Group, Inc. Current Report on Form 8-K filed on May 31, 2011 (SEC file no. 001-02207). (The Wendy's Company only.)
3.2	Certificate of Ownership and Merger of The Wendy's Company, incorporated herein by reference to Exhibit 3.1 of The Wendy's Company and Wendy's Restaurants, LLC Current Reports on Form 8-K filed on July 5, 2011 ( SEC file nos. 001-02207 and 333-161613, respectively). (The Wendy's Company only.)
3.3	By-Laws of The Wendy’s Company, as amended and restated as of August 8, 2011, incorporated herein by reference to Exhibit 3.3 to The Wendy’s Company Form 10-Q for the quarter ended July 3, 2011 (SEC file no. 001-02207). (The Wendy’s Company only.)
3.4	Certificate of Formation of Wendy’s/Arby’s Restaurants, LLC, as amended to date, incorporated herein by reference to Exhibit 3.1 to the Wendy’s/Arby’s Restaurants, LLC Registration Statement on Form S-4 filed on August 28, 2009 (Reg. No. 333-161613). (Wendy’s Restaurants, LLC only.)
3.5	Certificate of Amendment of Wendy’s Restaurants, LLC, incorporated herein by reference to Exhibit 3.2 of The Wendy’s Company and Wendy’s Restaurants, LLC Current Reports on Form 8-K filed on July 5, 2011 (SEC file nos. 001-02207 and 333-161613, respectively). (Wendy’s Restaurants, LLC only.)
3.6	Fourth Amended and Restated Limited Liability Company Operating Agreement of Wendy’s Restaurants, LLC, incorporated herein by reference to Exhibit 3.3 of The Wendy’s Company and Wendy’s Restaurants, LLC Current Reports on Form 8-K filed on July 5, 2011 (SEC file nos. 001-02207 and 333-161613, respectively). (Wendy’s Restaurants, LLC only.)
10.1	Form of Restricted Stock Unit Award Agreement for 2011 under the Wendy’s/Arby’s Group, Inc. 2010 Omnibus Award Plan.*
10.2	Employment Agreement effective September 12, 2011 by and between The Wendy’s Company and Emil J. Brolick, incorporated herein by reference to Exhibit 10.1 of The Wendy’s Company and Wendy’s Restaurants, LLC Current Reports on Form 8-K filed on September 2, 2011 (SEC file nos. 001-02207 and 333-161613, respectively).
10.3	Special Deferred Compensation Plan by and between The Wendy’s Company and Emil J. Brolick, incorporated herein by reference to Exhibit 10.2 of The Wendy’s Company and Wendy’s Restaurants, LLC Current Reports on Form 8-K filed on September 2, 2011 (SEC file nos. 001-02207 and 333-161613, respectively).
10.4	Letter from Roland C. Smith to The Wendy’s Company dated as of September 1, 2011.*
10.5	Form of Indemnification Agreement of The Wendy’s Company.*
10.6	Amendment No. 2, dated as of October 28, 2011, to the Credit Agreement, dated as of May 24, 2010, among Wendy’s/Arby’s Restaurants, LLC, as borrower, Bank of America, N.A., as administrative agent, Citicorp North America, Inc., as syndication agent, Wells Fargo Bank, National Association, as documentation agent, and the lenders and issuers party thereto.*
31.1	Certification of the Chief Executive Officer of The Wendy’s Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

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EXHIBIT NO.	DESCRIPTION
31.2	Certification of the Chief Financial Officer of The Wendy’s Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.3	Certification of the Chief Executive Officer of Wendy’s Restaurants, LLC pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.4	Certification of the Chief Financial Officer of Wendy’s Restaurants, LLC pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished as an exhibit to this Form 10-Q.*
101.INS	XBRL Instance Document**
101.SCH	XBRL Taxonomy Extension Schema Document**
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document**
101.LAB	XBRL Taxonomy Extension Label Linkbase Document**
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document**

____________________

*	Filed herewith
**	In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall be deemed to be “furnished” and not “filed.”

61

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	THE WENDY’S COMPANY (Registrant)
Date: November 9, 2011	By: /s/Stephen E. Hare
	Stephen E. Hare
	Senior Vice President and
	Chief Financial Officer
	(On behalf of the Company)
Date: November 9, 2011	By: /s/Steven B. Graham
	Steven B. Graham
	Senior Vice President and
	Chief Accounting Officer
	(Principal Accounting Officer)

	WENDY’S RESTAURANTS, LLC (Registrant)
Date: November 9, 2011	By: /s/Stephen E. Hare
	Stephen E. Hare
	Senior Vice President and
	Chief Financial Officer
	(On behalf of the Company)
Date: November 9, 2011	By: /s/Steven B. Graham
	Steven B. Graham
	Senior Vice President and
	Chief Accounting Officer
	(Principal Accounting Officer)

62

Exhibit Index

EXHIBIT NO.	DESCRIPTION
2.1	Agreement and Plan of Merger, dated as of April 23, 2008, by and among Triarc Companies, Inc., Green Merger Sub, Inc. and Wendy’s International, Inc., incorporated herein by reference to Exhibit 2.1 to Triarc’s Current Report on Form 8-K dated April 29, 2008 (SEC file no. 001-02207).
2.2	Side Letter Agreement, dated August 14, 2008, by and among Triarc Companies, Inc., Green Merger Sub, Inc. and Wendy’s International, Inc., incorporated herein by reference to Exhibit 2.3 to Triarc’s Registration Statement on Form S-4, Amendment No.3, filed on August 15, 2008 (Reg. no. 333-151336).
2.3	Agreement and Plan of Merger, dated as of December 17, 2007, by and among Deerfield Triarc Capital Corp., DFR Merger Company, LLC, Deerfield & Company LLC and, solely for the purposes set forth therein, Triarc Companies, Inc. (in such capacity, the Sellers’ Representative), incorporated herein by reference to Exhibit 2.1 to Triarc’s Current Report on Form 8-K dated December 21, 2007 (SEC file No. 001-02207).
2.4	Purchase and Sale Agreement, dated as of June 13, 2011, by and among Wendy’s/Arby’s Restaurants, LLC, ARG Holding Corporation and ARG IH Corporation, incorporated herein by reference to Exhibit 2.1 of the Wendy’s/Arby’s Group, Inc. and Wendy’s/Arby’s Restaurants, LLC Current Reports on Form 8-K filed on June 13, 2011 (SEC file nos. 001-02207 and 333-161613, respectively).
2.5	Closing letter dated as of July 1, 2011 by and among Wendy’s/Arby’s Restaurants, LLC, ARG Holding Corporation, ARG IH Corporation, and Roark Capital Partners II, LP, incorporated by reference to Exhibit 2.2 of the Wendy’s/Arby’s Group, Inc. and Wendy’s/Arby’s Restaurants, LLC Current Reports on Form 8-K filed on July 8, 2011 (SEC file nos. 001-02207 and 333-161613, respectively).
3.1	Restated Certificate of Incorporation of Wendy’s/Arby’s Group, Inc., as filed with the Secretary of State of the State of Delaware on May 26, 2011, incorporated herein by reference to Exhibit 3.1 of the Wendy’s/Arby’s Group, Inc. Current Report on Form 8-K filed on May 31, 2011 (SEC file no. 001-02207). (The Wendy’s Company only.)
3.2	Certificate of Ownership and Merger of The Wendy’s Company, incorporated herein by reference to Exhibit 3.1 of The Wendy’s Company and Wendy’s Restaurants, LLC Current Reports on Form 8-K filed on July 5, 2011 ( SEC file nos. 001-02207 and 333-161613, respectively). (The Wendy’s Company only.)
3.3	By-Laws of The Wendy’s Company, as amended and restated as of August 8, 2011, incorporated herein by reference to Exhibit 3.3 to The Wendy’s Company Form 10-Q for the quarter ended July 3, 2011 (SEC file no. 001-02207). (The Wendy’s Company only.)
3.4	Certificate of Formation of Wendy’s/Arby’s Restaurants, LLC, as amended to date, incorporated herein by reference to Exhibit 3.1 to the Wendy’s/Arby’s Restaurants, LLC Registration Statement on Form S-4 filed on August 28, 2009 (Reg. No. 333-161613). (Wendy’s Restaurants, LLC only.)
3.5	Certificate of Amendment of Wendy’s Restaurants, LLC, incorporated herein by reference to Exhibit 3.2 of The Wendy’s Company and Wendy’s Restaurants, LLC Current Reports on Form 8-K filed on July 5, 2011 (SEC file nos. 001-02207 and 333-161613, respectively). (Wendy’s Restaurants, LLC only.)
3.6	Fourth Amended and Restated Limited Liability Company Operating Agreement of Wendy’s Restaurants, LLC, incorporated herein by reference to Exhibit 3.3 of The Wendy’s Company and Wendy’s Restaurants, LLC Current Reports on Form 8-K filed on July 5, 2011 (SEC file nos. 001-02207 and 333-161613, respectively). (Wendy’s Restaurants, LLC only.)
10.1	Form of Restricted Stock Unit Award Agreement for 2011under the Wendy’s/Arby’s Group, Inc. 2010 Omnibus Award Plan.*
10.2	Employment Agreement effective September 12, 2011 by and between The Wendy’s Company and Emil J. Brolick, incorporated herein by reference to Exhibit 10.1 of The Wendy’s Company and Wendy’s Restaurants, LLC Current Reports on Form 8-K filed on September 2, 2011 (SEC file nos. 001-02207 and 333-161613, respectively).
10.3	Special Deferred Compensation Plan by and between The Wendy’s Company and Emil J. Brolick, incorporated herein by reference to Exhibit 10.2 of The Wendy’s Company and Wendy’s Restaurants, LLC Current Reports on Form 8-K filed on September 2, 2011 (SEC file nos. 001-02207 and 333-161613, respectively).
10.4	Letter from Roland C. Smith to The Wendy’s Company dated as of September 1, 2011.*
10.5	Form of Indemnification Agreement of The Wendy’s Company.*
10.6	Amendment No. 2, dated as of October 28, 2011, to the Credit Agreement, dated as of May 24, 2010, among Wendy’s/Arby’s Restaurants, LLC, as borrower, Bank of America, N.A., as administrative agent, Citicorp North America, Inc., as syndication agent, Wells Fargo Bank, National Association, as documentation agent, and the lenders and issuers party thereto.*
31.1	Certification of the Chief Executive Officer of The Wendy’s Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

63

EXHIBIT NO.	DESCRIPTION
31.2	Certification of the Chief Financial Officer of The Wendy’s Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.3	Certification of the Chief Executive Officer of Wendy’s Restaurants, LLC pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.4	Certification of the Chief Financial Officer of Wendy’s Restaurants, LLC pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished as an exhibit to this Form 10-Q.*
101.INS	XBRL Instance Document**
101.SCH	XBRL Taxonomy Extension Schema Document**
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document**
101.LAB	XBRL Taxonomy Extension Label Linkbase Document**
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document**

_______________________

*	Filed herewith
**	In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall be deemed to be “furnished” and not “filed.”

64

EX-10.1

EXHIBIT 10.1

RESTRICTED STOCK UNIT AWARD AGREEMENT

UNDER THE WENDY'S/ARBY'S GROUP, INC.

2010 OMNIBUS AWARD PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), made as of ____________, 20__, by and between The Wendy's Company (the “Company”) and ____________ (“Participant”):

WHEREAS, the Company maintains the Wendy's/Arby's Group, Inc. 2010 Omnibus Award Plan (the “Plan”) under which the Compensation Committee of the Company's Board of Directors or a subcommittee thereof (the “Committee”) may, among other things, award shares of the Company's Common Stock, to such eligible persons under the Plan as the Committee may determine, subject to terms, conditions, or restrictions as it may deem appropriate;

WHEREAS, pursuant to the Plan, the Committee has awarded to the Participant a restricted stock unit award conditioned upon the execution by the Company and the Participant of a Restricted Stock Unit Agreement setting forth all the terms and conditions applicable to such award in accordance with Delaware law;

NOW, THEREFORE, in consideration of the mutual promises(s) and covenants(s) contained herein, it is hereby agreed as follows:

1. Defined Terms.  Except as otherwise specifically provided herein, capitalized terms used herein shall have the meanings attributed thereto in the Plan.

2. Award of Restricted Stock Units. Subject to the terms of the Plan and this Agreement, the Committee hereby awards to the Participant a restricted stock unit award (the “Restricted Stock Unit Award”) on ____________, 20__ (the “Award Date”), covering ____________ shares of Common Stock (the “RSUs”). Each RSU represents the right to receive payment of one share of Common Stock as of the date the RSU is settled, to the extent the RSU is vested, subject to the terms of the Plan and this Agreement

3. Vesting and Settlement. Subject to the Participant's continued employment with the Company and its subsidiaries (other than as set forth in Paragraph 6):

3.1           One-third of the RSUs shall vest and become nonforfeitable on the first anniversary of the Award Date;

3.2           One-third of the RSUs shall vest and become nonforfeitable on the second anniversary of the Award Date;

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3.3           One-third of the RSUs shall vest and become nonforfeitable on the third anniversary of the Award Date (each such anniversary is referred to as a “Vesting Date”).

3.4 Promptly after each applicable Vesting Date (but in no event later than 74 days after the end of the calendar year in which the Vesting Date occurs), the Company shall distribute to the Participant one share of Common Stock for each vested RSU.

4. Dividend Equivalent Rights. Each RSU shall also have a dividend equivalent right (a “Dividend Equivalent Right”).   Each Dividend Equivalent Right represents the right to receive all of the ordinary cash dividends that are or would be payable with respect to the RSUs.  With respect to each Dividend Equivalent Right, any such cash dividends shall be converted into additional RSUs based on the Fair Market Value of a share of Common Stock on the date such dividend is paid.  Such additional RSUs shall be subject to the same terms and conditions applicable to the RSU to which the Dividend Equivalent Right relates, including, without limitation, the restrictions on transfer, forfeiture, vesting and settlement provisions contained in this Agreement.  In the event that a RSU is forfeited as provided in Section 6 below, then the related Dividend Equivalent Right shall also be forfeited.

5. Transferability.  The RSUs shall not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or an Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.  The shares of Common Stock acquired by the Participant upon settlement of the RSUs may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant, unless in compliance with all applicable securities laws as set forth in Section 15. The Participant shall not be deemed for any purpose to be the owner of any shares of Common Stock subject to the RSUs prior to settlement of any vested RSUs.

6. Effect of Termination of Employment.   In the event of (A) the termination of the Participant's employment or service by the Company other than for Cause (and other than due to death or Disability), or by the Participant for Good Reason, in each case within 12 months following a Change in Control, or (B) the termination of the Participant's employment or service due to death or Disability, outstanding RSUs hereby granted to the Participant shall become fully vested as of the date of such termination of employment or service. Upon voluntary termination of the Participant's employment with the Company or any of its subsidiaries by the Participant other than for “Good Reason,” the Restricted Stock Unit Award, to the extent not already vested, shall be forfeited, unless otherwise determined by the Committee in its sole discretion.  

7. Beneficiary.  The Participant may designate in writing a beneficiary(ies) to receive the stock certificates representing those RSUs that become vested and non-forfeitable and settled upon the Participant's death. The Participant has the right to change such beneficiary designation at will.

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8. Withholding Taxes.  The Participant shall be required to pay to the Company, and the Company shall have the right and is hereby authorized to withhold, from any cash, shares of Common Stock, other securities or other property deliverable in respect of the RSUs or from any compensation or other amounts owing to the Participant, the amount (in cash, Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee or the Company to satisfy all obligations for the payment of such withholding and taxes. In addition, the Committee may, in its sole discretion, permit the Participant to satisfy, in whole or in part, the foregoing withholding liability (but no more than the minimum required statutory withholding liability) by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable upon settlement of the RSUs a number of shares with a Fair Market Value equal to such withholding liability. The obligations of the Company under this Agreement will be conditional on such payment or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant.

9. Impact on Other Benefits.  The value of the RSU Award (either on the Award Date or at the time any RSUs become vested and/or settled) shall not be taken into account in determining any benefits under any pension, retirement, profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided in such other plan.

10. Administration.  The Committee shall have full authority and discretion (subject only to the express provisions of the Plan) to decide all matters relating to the administration and interpretation of this Agreement. All such Committee determinations shall be final, conclusive, and binding upon the Company, the Participant, and any and all interested parties.

11. Funding.  Dividends and distributions with respect to the RSUs shall be paid directly by the Company.  The Company shall not be required to fund or otherwise segregate assets to be used for payment of these amounts under the Plan, and all obligations of the Company with respect to such amounts under the Plan shall remain subject to the claims of its general creditors.

12. Right to Continued Employment.  This grant does not constitute an employment contract. Nothing in the Plan or this Agreement shall be deemed to be a modification or waiver of the terms and conditions set forth in a written employment agreement for the Participant that has been approved, ratified or confirmed by the Board of Directors of the Company or the Committee.

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13. Clawback. Notwithstanding anything to the contrary contained herein, in the event of a material restatement of the Company's issued financial statements, the Committee shall review the facts and circumstances underlying the restatement (including, without limitation any potential wrongdoing by the Participant and whether the restatement was the result of negligence or intentional or gross misconduct) and may in its sole discretion direct the Company to recover all or a portion of the RSUs (which may be accomplished by the Company's cancellation of the RSUs) or the shares of Common Stock issued upon settlement of the RSUs or any gain realized on the subsequent sale of Common Stock acquired upon vesting and settlement of the RSUs with respect to any fiscal year in which the Company's financial results are negatively impacted by such restatement.  If the Committee directs the Company to recover any such amount from the Participant, then the Participant agrees to and shall be required to repay any such amount to the Company within 30 days after the Company demands repayment.  In addition, if the Company is required by law to include an additional “clawback” or “forfeiture” provision to outstanding awards, then such clawback or forfeiture provision shall also apply to the RSUs as if it had been included on the date of grant and the Company shall promptly notify the Participant of such additional provision.  In addition, if a court determines that the Participant has engaged or is engaged in Detrimental Activities during the Participant's employment with the Company or its subsidiaries or after the Participant's employment or service with the Company or its subsidiaries has ceased, then the Participant, within 30 days after written demand by the Company, shall return the Common Stock received upon settlement of the RSUs, any gain realized on the settlement of the RSUs or the subsequent sale of Common Stock acquired upon vesting and settlement of the RSUs.

14. Bound by Plan.  The Restricted Stock Unit Award has been granted subject to the terms and conditions of the Plan, a copy of which has been provided to the Participant and which the Participant acknowledges having received and reviewed. Any conflict between this Agreement and the Plan shall be decided in favor of the provisions of the Plan. Any conflict between this Agreement and the terms of a written employment agreement for the Participant that has been approved, ratified or confirmed by the Board of Directors of the Company or the Committee shall be decided in favor of the provisions of such employment agreement. This Agreement may not be amended, altered, suspended, discontinued, cancelled or terminated in any manner that would materially and adversely affect the rights of the Participant except by a written agreement executed by the Participant and the Company.

15. Securities Laws. The Participant agrees that the obligation of the Company to issue Common Stock upon vesting of the Restricted Stock Unit Award shall also be subject, as conditions precedent, to compliance with applicable provisions of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, state securities or corporation laws, rules and regulations under any of the foregoing and applicable requirements of any securities exchange upon which the Company's securities shall be listed.

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16. Electronic Delivery. By executing this Agreement, the Participant hereby consents to the electronic delivery of prospectuses, annual reports and other information required to be delivered by Securities and Exchange Commission rules. This consent may be revoked in writing by the Participant at any time upon three business days' notice to the Company, in which case subsequent prospectuses, annual reports and other information will be delivered in hard copy to the Participant.

17. Force and Effect.  The various provisions of this Agreement are severable in their entirety. Any determination of invalidity or unenforceability of any one provision shall have no effect on the continuing force and effect of the remaining provisions.

18. Governing Law.  This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to contracts made and performed wholly within the State of Delaware, without giving effect to the conflict of laws provisions thereof.

19. Successors.  This Agreement shall be binding and inure to the benefit of the successors, assigns and heirs of the respective parties.

20. Notices.  Notices and communications under this Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to The Wendy's Company, 1155 Perimeter Center West, Atlanta, Georgia 30338, Attn: Corporate Secretary, or any other address designated by the Company in a written notice to the Participant. Notices to the Participant will be directed to the address of the Participant then currently on file with the Company, or at any other address given by the Participant in a written notice to the Company.

21. Section 409A.  If any provision of this Agreement could cause the application of an accelerated or additional tax under Section 409A of the Code upon the vesting or settlement of the Restricted Stock Award (or any portion thereof), such provision shall be restructured, to the minimum extent possible, in a manner determined by the Company (and reasonably acceptable to the Participant) that does not cause such an accelerated or additional tax. It is intended that this Agreement shall not be subject to Section 409A of the Code by reason of the short-term deferral rule under Treas. Reg. section 1.409A-1(b)(4) and this Agreement shall be interpreted accordingly.

5

IN WITNESS WHEREOF, the parties have signed this Agreement as of the date hereof.

THE WENDY'S COMPANY

By: ___________________________________

Participant:

__________________________

6

EX-10.4

EXHIBIT 10.4

Roland C. Smith

September 1, 2011

Peter May

Vice Chairman

The Wendy's Company

One Dave Thomas Boulevard

Dublin, Ohio 43017

Dear Peter:

Reference is hereby made to that certain employment letter agreement between me and The Wendy's Company (together with any predecessor entity and subsidiaries, the “Company”) dated December 18, 2008 (the “Employment Letter Agreement”). This letter agreement supplements my earlier letter agreement with the Company dated July 20, 2011 regarding the relocation of the Company's headquarters and the occurrence of a “Triggering Event” under the terms of the Employment Letter Agreement. This letter agreement is being delivered in connection with the offer of employment made recently by the Company to a candidate to assume the position of Chief Executive Officer of the Company, with such employment to commence on or about September 12, 2011.

Effective as of September 12, 2011, I agree to resign from my position as President and Chief Executive Officer of the Company. Following such resignation, I will continue to serve as an employee of the Company in the capacity of special advisor until December 30, 2011 at the same compensation level (including without limitation salary, bonus and employee benefits) as provided in my Employment Agreement, during which time I will provide advice and counsel as requested. I will also continue to serve as a member of the Company's Board of Directors until my resignation, removal or replacement. All capitalized but undefined terms used in this letter agreement shall have the meanings ascribed to such terms in the Employment Letter Agreement.

During the period of my continued employment with the Company, all of my unvested equity awards outstanding as of the date of this letter agreement will continue to vest in accordance with their terms and the terms of the Employment Letter Agreement. In addition, with respect to any and all stock options now held by me which are exercisable as of and following the termination of my employment with the Company, each such vested stock option may be exercised by me within the earlier of (i) one year following my resignation or termination as a director of the Company and (ii) the date on which such stock option expires (including upon expiration of the options in a going private transaction).

Upon the termination of my employment, for any reason and at any time, my employment will be deemed to have been terminated by me due to a Triggering Event and I will be entitled to receive all of the payments and benefits pursuant to Section 2(a) of the Employment Letter Agreement, subject to my complying with all of the terms and conditions of the Employment Letter Agreement, including, without limitation, Section 2(c)(release) and Section (6)(post-termination restrictions) thereof. Other than the foregoing, I understand that I will be entitled to no other severance payments or benefits from the Company.

Except as specifically amended hereby, the Employment Letter Agreement is and remains unmodified and in full force and effect.

/s/ Roland C. Smith___________

Roland C. Smith

Agreed to and Accepted by:

The Wendy's Company

By: /s/ Nils H. Okeson________________

Its: SVP, General Counsel & Secretary___

Date: September 1, 2011______________

EX-10.5

EXHIBIT 10.5

INDEMNIFICATION AGREEMENT

AGREEMENT, made effective as of the ____ day of ____________, 20__ between The Wendy's Company, a Delaware corporation (the "Company"), and ____________ (the "Indemnitee").

WHEREAS, it is essential to the Company and its stockholders to attract and retain qualified and capable directors, officers, employees, trustees, agents and fiduciaries; and

WHEREAS, it has been the policy of the Company to indemnify its directors and officers so as to provide them with the maximum possible protection permitted by law; and

WHEREAS, in recognition of Indemnitee's need for protection against personal liability in order to induce Indemnitee to serve or continue to serve the Company in an effective manner, and, in the case of directors and officers, to supplement or replace the Company's directors' and officers' liability insurance coverage, and in part to provide Indemnitee with specific contractual assurance that the protection promised by the Company's corporate charter and/or corporate by-laws or regulations or the partnership agreements of partnerships for which the Company serves or has served as general partner (together, the Company's "Governing Documents") will be available to Indemnitee (regardless of, among other things, any amendment to or revocation of the Governing Documents or any change in the composition of the Company's Board of Directors or any acquisition transaction relating to the Company), the Company, with the prior approval of the Company's stockholders, wishes to provide the Indemnitee with the benefits contemplated by this Agreement; and

WHEREAS, as a result of the provision of such benefits Indemnitee has agreed to serve or to continue to serve the Company;

1

NOW, THEREFORE, the parties hereto do hereby agree as follows:

1.Definitions. The following terms, as used herein, shall have the following respective meanings:

(a)An Affiliate of a specified Person is a Person who directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified. The term Associate used to indicate a relationship with any Person shall mean (i) any corporation or organization (other than the Company or a Subsidiary) of which such Person is an officer or partner or is, directly, or indirectly, the Beneficial Owner of ten (10) percent or more of any class of Equity Securities, (ii) any trust or other estate in which such Person has a substantial beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity (other than an Employee Plan Trustee), (iii) any Relative of such Person, or (iv) any officer or director of any corporation controlling or controlled by such Person.

(b)Beneficial Ownership shall be determined, and a Person shall be the Beneficial Owner of all securities which such Person is deemed to own beneficially, pursuant to Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (or any successor rule or statutory provision), or, if said Rule 13d-3 shall be rescinded and there shall be no successor rule or statutory provision thereto, pursuant to said Rule 13d-3 as in effect on December 1, 1999; provided, however, that a Person shall, in any event, also be deemed to be the Beneficial Owner of any Voting Shares: (A) of which such Person or any of its Affiliates or Associates is, directly or indirectly, the Beneficial Owner, or (B) of which such Person or any of its Affiliates or Associates has (i) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants, or options, or otherwise, or (ii) sole or shared voting or investment power with respect thereto pursuant to any agreement, arrangement,

2

understanding, relationship or otherwise (but shall not be deemed to be the Beneficial Owner of any Voting Shares solely by reason of a revocable proxy granted for a particular meeting of stockholders, pursuant to a public solicitation of proxies for such meeting, with respect to shares of which neither such Person nor any such Affiliate or Associate is otherwise deemed the Beneficial Owner), or (C) of which any other Person is, directly or indirectly, the Beneficial Owner if such first mentioned Person or any of its Affiliates or Associates acts with such other Person as a partnership, syndicate or other group pursuant to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of capital stock of the Company; and providedfurther, however, that (i) no director or officer of the Company, nor any Associate or Affiliate of any such director or officer, shall, solely by reason of any or all of such directors and officers acting in their capacities as such, be deemed for any purposes hereof, to be the Beneficial Owner of any Voting Shares of which any other such director or officer (or any Associate or Affiliate thereof) is the Beneficial Owner and (ii) no trustee of an employee stock ownership or similar plan of the Company or any Subsidiary ("Employee Plan Trustee") or any Associate or Affiliate of any such Trustee, shall, solely by reason of being an Employee Plan Trustee or Associate or Affiliate of an Employee Plan Trustee, be deemed for any purposes hereof to be the Beneficial Owner of any Voting Shares held by or under any such plan.

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(c)Change in Control shall be deemed to have occurred if (A) any Person (other than (i) the Company or any Subsidiary, (ii) any pension, profit sharing, employee stock ownership or other employee benefit plan of the Company or any Subsidiary or any trustee of or fiduciary with respect to any such plan when acting in such capacity, or (iii) DWG Acquisition Group, L.P. ("DWG Acquisition"), Nelson Peltz (“Peltz”), Peter W. May ("May") or any Affiliate or Associate of DWG Acquisition or of Peltz or May) who is or becomes, after the date of this Agreement, the Beneficial Owner of 20% or more of the total voting power of the Voting Shares, (B) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election or appointment by the Board of Directors or nomination or recommendation for election by the Company's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, (C) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Shares of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Shares of the surviving entity) at least 80% of the total voting power represented by the Voting Shares of the Company or such surviving entity outstanding, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets, or (D) a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14 promulgated under the Securities Exchange Act of 1934, as amended, as in effect on December 1, 1999.

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(d)Claim means any threatened, pending or completed action, suit, arbitration or proceeding, or any inquiry or investigation, whether brought by or in the right of the Company or otherwise, that Indemnitee in good faith believes might lead to the institution of any such action, suit, arbitration or proceeding, whether civil, criminal, administrative, investigative or other, or any appeal therefrom.

(e)D&O Insurance means any valid directors' and officers' liability insurance policy maintained by the Company for the benefit of the Indemnitee, if any.

(f)Determination means a determination, and Determined means a matter which has been determined based on the facts known at the time, by: (i) a majority vote of a quorum of disinterested directors, or (ii) if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or, in the event there has been a Change in Control, by the Special Independent Counsel (in a written opinion) selected by Indemnitee as set forth in Section 6, or (iii) a majority of the disinterested stockholders of the Company, or (iv) a final adjudication by a court of competent jurisdiction.

(g)Equity Security shall have the meaning given to such term under Rule 3a11-1 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, as in effect on December 1, 1999.

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(h)Excluded Claim means any payment for Losses or Expenses in connection with any Claim: (i) based upon or attributable to Indemnitee gaining in fact any personal profit or advantage to which Indemnitee is not entitled; or (ii) for the return by Indemnitee of any remuneration paid to Indemnitee without the previous approval of the stockholders of the Company which is illegal; or (iii) for an accounting of profits in fact made from the purchase or sale by Indemnitee of securities of the Company within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, as in effect on December 1, 1999, or similar provisions of any state law; or (iv) resulting from Indemnitee's knowingly fraudulent, dishonest or willful misconduct; or (v) the payment of which by the Company under this Agreement is not permitted by applicable law.

(i)Expenses means any reasonable expenses incurred by Indemnitee as a result of a Claim or Claims made against Indemnitee for Indemnifiable Events including, without limitation, attorneys' fees and all other costs, expenses and obligations paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any Claim relating to any Indemnifiable Event.

(j)Fines means any fine, penalty or, with respect to an employee benefit plan, any excise tax or penalty assessed with respect thereto.

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(k)Indemnifiable Event means any event or occurrence, occurring prior to or after the date of this Agreement, related to the fact that Indemnitee is or was a director, officer, employee, trustee, agent or fiduciary of the Company, or is or was serving at the request of the Company as a director, officer, employee, trustee, agent or fiduciary of another corporation, partnership, joint venture, limited liability company, employee benefit plan, trust or other enterprise, or by reason of anything done or not done by Indemnitee, including, but not limited to, any breach of duty, neglect, error, misstatement, misleading statement, omission, or other act done or wrongfully attempted by Indemnitee, or any of the foregoing alleged by any claimant, in any such capacity.

(l)Losses means any amounts or sums which Indemnitee is legally obligated to pay as a result of a Claim or Claims made against Indemnitee for Indemnifiable Events including, without limitation, damages, judgments and sums or amounts paid in settlement of a Claim or Claims, and Fines.

(m)Person means any individual, partnership, corporation, business trust, limited liability company, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

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(n)Potential Change in Control shall be deemed to have occurred if (A) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; (B) any Person (including the Company) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control; (C) any Person (other than (i) the Company or any Subsidiary, (ii) any pension, profit sharing, employee stock ownership or other employee benefit plan of the Company or any Subsidiary or any trustee of or fiduciary with respect to any such plan when acting in such capacity, or (iii) DWG Acquisition, Peltz, May, or any Affiliate or Associate of DWG Acquisition or of Peltz or May) who is or becomes the Beneficial Owner of 9.5% or more of the total voting power of the Voting Shares, increases his Beneficial Ownership of such voting power by 5% or more over the percentage so owned by such Person on the date hereof; or (D) the Board of Directors adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.

(o)Relative means a Person's spouse, parents, children, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, and brothers- and sisters-in-law.

(p)Reviewing Party means any appropriate person or body consisting of a member or members of the Company's Board of Directors or any other person or body appointed by the Board (including the Special Independent Counsel referred to in Section 6) who is not a party to the particular Claim for which Indemnitee is seeking indemnification.

(q)Subsidiary means any corporation of which a majority of any class of Equity Security is owned, directly or indirectly, by the Company.

(r)Trust means the trust established pursuant to Section 7 hereof.

(s)Voting Shares means any issued and outstanding shares of capital stock of the Company entitled to vote generally in the election of directors.

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2.Basic Indemnification Agreement. In consideration of, and as an inducement to, the Indemnitee rendering valuable services to the Company, the Company agrees that in the event Indemnitee is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company will indemnify Indemnitee to the fullest extent authorized by law, against any and all Expenses and Losses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses and Losses) of such Claim, whether or not such Claim proceeds to judgment or is settled or otherwise is brought to a final disposition, subject in each case, to the further provisions of this Agreement.

3.Limitations on Indemnification. Notwithstanding the provisions of Section 2, Indemnitee shall not be indemnified and held harmless from any Losses or Expenses (a) which have been Determined, as provided herein, to constitute an Excluded Claim; (b) to the extent Indemnitee is indemnified by the Company and has actually received payment pursuant to the Company's Governing Documents, D&O Insurance, or otherwise; or (c) other than pursuant to the last sentence of Section 4(d) or Section 14, in connection with any Claim initiated by Indemnitee, unless the Company has joined in or the Board of Directors has authorized such Claim.

4.Indemnification Procedures.

(a)Promptly after receipt by Indemnitee of notice of any Claim, Indemnitee shall, if indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement thereof and Indemnitee agrees further not to make any admission or effect any settlement with respect to such Claim without the consent of the Company, except any Claim with respect to which the Indemnitee has undertaken the defense in accordance with the second to last sentence of Section 4(d).

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(b)If, at the time of the receipt of such notice, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all Losses and Expenses payable as a result of such Claim.

(c)To the extent the Company does not, at the time of the Claim have applicable D&O Insurance, or if a Determination is made that any Expenses arising out of such Claim will not be payable under the D&O Insurance then in effect, the Company shall be obligated to pay the Expenses of any Claim in advance of the final disposition thereof and the Company, if appropriate, shall be entitled to assume the defense of such Claim, with counsel satisfactory to Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, the Company will not be liable to Indemnitee under this Agreement for any legal or other Expenses subsequently incurred by the Indemnitee in connection with such defense other than reasonable Expenses of investigation; providedthat Indemnitee shall have the right to employ its counsel in such Claim but the fees and expenses of such counsel incurred after delivery of notice from the Company of its assumption of such defense shall be at the Indemnitee's expense; providedfurther that if: (i) the employment of counsel by Indemnitee has been previously authorized by the Company; (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense; or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such action, the reasonable fees and expenses of counsel shall be at the expense of the Company.

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(d)All payments on account of the Company's indemnification obligations under this Agreement shall be made within sixty (60) days of Indemnitee's written request therefor unless a Determination is made that the Claims giving rise to Indemnitee's request are Excluded Claims or otherwise not payable under this Agreement, providedthat all payments on account of the Company's obligation to pay Expenses under Section 4(c) of this Agreement prior to the final disposition of any Claim shall be made within 20 days of Indemnitee's written request therefor and such obligation shall not be subject to any such Determination but shall be subject to Section 4(e) of this Agreement. In the event the Company takes the position that the Indemnitee is not entitled to indemnification in connection with the proposed settlement of any Claim, the Indemnitee shall have the right at its own expense to undertake defense of any such Claim, insofar as such proceeding involves Claims against the Indemnitee, by written notice given to the Company within 10 days after the Company has notified the Indemnitee in writing of its contention that the Indemnitee is not entitled to indemnification. If it is subsequently determined in connection with such proceeding that the Indemnifiable Events are not Excluded Claims and that the Indemnitee, therefore, is entitled to be indemnified under the provisions of Section 2 hereof, the Company shall promptly indemnify the Indemnitee.

(e)Indemnitee hereby expressly undertakes and agrees to reimburse the Company for all Losses and Expenses paid by the Company in connection with any Claim against Indemnitee in the event and only to the extent that a Determination shall have been made by a court of competent jurisdiction in a decision from which there is no further right to appeal that Indemnitee is not entitled to be indemnified by the Company for such Losses and Expenses because the Claim is an Excluded Claim or because Indemnitee is otherwise not entitled to payment under this Agreement.

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5.Settlement. The Company shall have no obligation to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Claim effected without the Company's prior written consent. The Company shall not settle any Claim in which it takes the position that Indemnitee is not entitled to indemnification in connection with such settlement without the consent of the Indemnitee, nor shall the Company settle any Claim in any manner which would impose any Fine or any obligation on Indemnitee, without Indemnitee's written consent. Neither the Company nor Indemnitee shall unreasonably withhold their consent to any proposed settlement.

6.Change in Control; Extraordinary Transactions. The Company and Indemnitee agree that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then all Determinations thereafter with respect to the rights of Indemnitee to be paid Losses and Expenses under this Agreement shall be made only by a special independent counsel (the "Special Independent Counsel") selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld) or by a court of competent jurisdiction. The Company shall pay the reasonable fees of such Special Independent Counsel and shall indemnify such Special Independent Counsel against any and all reasonable expenses (including reasonable attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

The Company covenants and agrees that, in the event of a Change in Control of the sort set forth in clause (C) of Section 1(c), the Company will use its best efforts (a) to have the obligations of the Company under this Agreement including, but not limited to those under Section 7, expressly assumed by the surviving, purchasing or succeeding entity, or (b) otherwise to adequately provide for the satisfaction of the Company's obligations under this Agreement, in a manner reasonably acceptable to the Indemnitee.

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7.Establishment of Trust. In the event of a Potential Change in Control the Company shall, upon written request by Indemnitee, create a trust (the "Trust") for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Losses and Expenses which are actually paid or which Indemnitee reasonably determines from time to time may be payable by the Company under this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party, in any case in which the Special Independent Counsel is involved. The terms of the Trust shall provide that upon a Change in Control: (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee; (ii) the trustee of the Trust shall advance, within twenty days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the circumstances under which the Indemnitee would be required to reimburse the Company under Section 4(e) of this Agreement); (iii) the Company shall continue to fund the Trust from time to time in accordance with the funding obligations set forth above; (iv) the trustee of the Trust shall promptly pay to the Indemnitee all Losses and Expenses for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement; and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by a court of competent jurisdiction in a final decision from which there is no further right of appeal that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee of the Trust shall be chosen by the Indemnitee.

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8.No Presumption. For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolocontendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law.

9.Nonexclusivity, Etc. The rights of the Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under the Company's Governing Documents or under the laws, as in effect from time to time, of the Company's state of incorporation (such laws being the "Applicable State Laws"), any vote of stockholders or disinterested directors or otherwise, both as to action in the Indemnitee's official capacity and as to action in any other capacity by holding such office, and shall continue after the Indemnitee ceases to serve the Company as a director, officer, employee, agent or fiduciary, for so long as the Indemnitee shall be subject to any Claim by reason of (or arising in part out of) an Indemnifiable Event. To the extent that a change in the Applicable State Laws (whether by statute or judicial decision or by reincorporation of the Company in a different jurisdiction) permits greater indemnification by agreement than would be afforded currently under the Company's Governing Documents and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change.

10.Liability Insurance. To the extent the Company maintains D&O Insurance, Indemnitee, if an officer or director of the Company, shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any director or officer of the Company.

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11.Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.

12.Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and Losses of a Claim but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. Moreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to any Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee shall be indemnified against all Expenses incurred in connection therewith. In connection with any Determination as to whether Indemnitee is entitled to be indemnified hereunder the burden of proof shall be on the Company to establish that Indemnitee is not so entitled.

13.Liability of Company. The Indemnitee agrees that neither the stockholders nor the directors nor any officer, employee, representative or agent of the Company shall be personally liable for the satisfaction of the Company's obligations under this Agreement and the Indemnitee shall look solely to the assets of the Company for satisfaction of any claims hereunder.

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14.Enforcement.

(a)Indemnitee's right to indemnification and other rights under this Agreement shall be specifically enforceable by Indemnitee only in the state or Federal courts of the State of New York or of the then current State of incorporation of the Company and shall be enforceable notwithstanding any adverse Determination by the Company's Board of Directors, independent legal counsel, the Special Independent Counsel or the Company's stockholders and no such Determination shall create a presumption that Indemnitee is not entitled to be indemnified hereunder. In any such action the Company shall have the burden of proving that indemnification is not required under this Agreement.

(b)In the event that any action is instituted by Indemnitee under this Agreement, or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and reasonable expenses, including reasonable counsel fees, incurred by Indemnitee with respect to such action, unless the court determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous.

15.Severability. In the event that any provision of this Agreement is determined by a court to require the Company to do or to fail to do an act which is in violation of applicable law, such provision (including any provision within a single section, paragraph or sentence) shall be limited or modified in its application to the minimum extent necessary to avoid a violation of law, and, as so limited or modified, such provision and the balance of this Agreement shall be enforceable in accordance with their terms to the fullest extent permitted by law.

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16.Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state in which the Company is incorporated at the time any claim for indemnification is made hereunder applicable to agreements made and to be performed entirely within such state.

17.Consent to Jurisdiction. The Company and the Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the State of New York and the State promulgating the Applicable State Laws at the time any claim for indemnification hereunder is made for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be brought only in the state and Federal courts of the States indicated in this Section.

18.Notices. All notices, or other communications required or permitted hereunder shall be sufficiently given for all purposes if in writing and personally delivered, telegraphed, telexed, sent by facsimile transmission or sent by registered or certified mail, return receipt requested, with postage prepaid addressed as follows, or to such other address as the parties shall have given notice of pursuant hereto:

(a) If to the Company, to:

The Wendy's Company

1155 Perimeter Center West

Atlanta, GA 30338

Attention: General Counsel

Telecopier No.: 678-514-6745

(b) If to the Indemnitee, to:

____________________

_____________________

_____________________

_____________________

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19.Counterparts. This Agreement may be signed in counterparts, each of which shall be an original and all of which, when taken together, shall constitute one and the same instrument.

20.Successors and Assigns. This Agreement shall be (i) binding upon all successors and assigns of the Company, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company, and (ii) shall be binding upon and inure to the benefit of any successors and assigns, heirs, and personal or legal representatives of Indemnitee.

21.Amendment; Waiver. No amendment, modification, termination or cancellation of this Agreement shall be effective unless made in a writing signed by each of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

22.Employment Agreement. This Agreement effectuates the indemnity provided for in Section 14d(i) of the Employment Agreement between the Company and the Indemnitee effective as of ____________, 20__ (the “Employment Agreement”), and supersedes the indemnification obligations of such section.

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IN WITNESS WHEREOF, the Company and Indemnitee have executed this Agreement effective as of the day and year first above written.

THE WENDY'S COMPANY

By:_______________________________

Name:

Title:

ATTEST:

[Corporate Seal]

By:__________________________________

Name:

Title:

WITNESS:

__________________________        _____________________________________

____________, Indemnitee

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EX-10.6

EXHIBIT 10.6

AMENDMENT NO. 2 AND WAIVER

AMENDMENT NO. 2 AND WAIVER (this “Amendment and Waiver”), dated as of October 28, 2011, to that certain Credit Agreement, dated as of May 24, 2010 and as amended on July 12, 2010 (the “Credit Agreement”; capitalized terms used herein and not defined shall have the meaning set forth in the Credit Agreement), among Wendy’s Restaurants, LLC (f/k/a Wendy’s/Arby’s Restaurants, LLC), a Delaware limited liability company (the “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer, Citicorp North America, Inc. as Syndication Agent and L/C Issuer and Wells Fargo Bank, National Association, as Documentation Agent and L/C Issuer.

WITNESSETH :

WHEREAS, the Borrower and its Subsidiaries have proposed to enter into the following transactions (collectively, as well as any ancillary steps reasonably required to accomplish the following transactions, the “Transactions”):

• Wendy’s International, Inc. (“WII”) will contribute its international franchise contracts to Wendy’s Global, Inc.;

• WII and Wendy’s Global, Inc. will form a limited liability company (the “LLC”), which will be treated as a partnership for tax purposes, by each contributing assets in exchange for Equity Interests of the LLC; WII will contribute certain foreign exploitation rights of the Wendy’s brand and other intangible property and Wendy’s Global, Inc. will contribute its franchise contracts as well as the franchise contracts formerly held by WII and the Equity Interests of Wendy’s Singapore Pte. Ltd. (which owns approximately 49% of the Equity Interests in Wendy’s Japan LLC);

• WII will sell and contribute Wendy’s Restaurants of Canada, Inc. (“WROC”) and WII’s foreign subsidiaries to the LLC in exchange for a promissory note (“Note 1”) and additional Equity Interests of the LLC;

• WII will distribute Note 1 to the Borrower;

• The Borrower will make a loan of not to exceed approximately 100.0 million Canadian dollars to the LLC in exchange for a promissory note (“Note 2”);

• The LLC will make a loan of not to exceed approximately 100.0 million Canadian dollars to WROC in exchange for a promissory note (“Note A”);

• WROC will make a cash distribution of not to exceed approximately 100.0 million Canadian dollars to the LLC, which distribution will be used to repay Note 2;

• The LLC will form a new single-member limited liability company (“NewCo LLC1”);

• The LLC and NewCo LLC 1 will form a flow-through limited partnership entity for Canadian tax purposes (“Canada LP”) with a de minimis capital contribution;

• The LLC will acquire a shell Dutch entity (“New Dutch BV”);

• The LLC will sell its Equity Interests in WROC and Note A to New Dutch BV in exchange for two promissory notes, Note B1 and Note B2;

• The LLC will contribute the Equity Interests of New Dutch BV and Notes B1 and B2 to Canada LP in exchange for Equity Interests of Canada LP;

• The LLC will form a new single-member limited liability company (“NewCo LLC 2”) with a de minimis capital contribution;

• The LLC and NewCo LLC 2 will form an entity in the Netherlands (“New Dutch CV”) with a de minimis capital contribution;

• The LLC will contribute the Equity Interests of Wendy’s Singapore Pte. Ltd., Wendy’s Restaurants (Asia) Limited and Wendy’s Old Fashioned Hamburger Restaurants Pty. Ltd. to New Dutch CV;

• The LLC will contribute its Equity Interest in Canada LP and NewCo LLC 1 to New Dutch CV in exchange for additional Equity Interests of New Dutch CV; and

• New Dutch CV will contribute the Equity Interests of Wendy’s Singapore Pte. Ltd., Wendy’s Restaurants (Asia) Limited and Wendy’s Old Fashioned Hamburger Restaurants Pty. Ltd. to Canada LP in exchange for additional Equity Interests of Canada LP.

WHEREAS, pursuant to Section 10.01 of the Credit Agreement, the Borrower and the Required Lenders agree to the amendment and waiver of the Credit Agreement as set forth herein.

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION ONE - Amendments. Subject to the satisfaction of the conditions set forth in Section Three hereof:

(i)    The definition of “Investment” in Section 1.01 of the Credit Agreement is hereby amended by adding the following sentence at the end thereof:

“The amount of any Investment shall be the amount actually invested without adjustment for subsequent increases or decreases in value.”

(ii)    Section 1.02(d) of the Credit Agreement is hereby amended by adding the parenthetical “(including the Permitted Amount)” after the words “in compliance with a ratio” and before the words “shall be permitted”.

(iii)    Section 1.03(b) of the Credit Agreement is hereby amended by adding the following sentence at the end thereof: “In addition, if at any time any change in GAAP would cause a re-characterization of operating leases of the Borrower and its Subsidiaries as Capitalized Leases, or cause such operating leases to be accounted for as Capitalized Leases, the Borrower shall have the right to elect, exercised by providing written notice to the Administrative Agent, to ignore such re-characterization or accounting change and to continue to treat such leases as operating leases for all purposes under this Agreement, including, without limitation, the calculation of any financial ratios and the definition of Indebtedness.”

(iv)    Section 2.05 of the Credit Agreement is hereby amended by amending and restating clause (b)(i) thereof as follows:

“(i)    Within five Business Days after financial statements have been delivered pursuant to Section 6.01(a) (without giving effect to the proviso in such section) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall prepay an aggregate principal amount of Loans equal to the excess (if any) of (A) 50% of Excess Cash Flow for, in the case of the fiscal year ending January 2, 2011, the six-month period beginning July 5, 2010 and ending January 2, 2011 and in the case of each fiscal year thereafter for the fiscal year covered by such financial statements over (B) the aggregate principal amount of Term Loans and Revolving Credit Loans prepaid pursuant to Sections 2.05(a)(i) and the aggregate amount of cash utilized to prepay Term Loans pursuant to Section 2.05(c) during the applicable period or during the period after such period but before the Excess Cash Flow payment is due and made so long as not deducted in the following fiscal year and, with respect to a prepayment of Revolving Credit Loans, such prepayment is accompanied by a permanent reduction of the applicable Commitment (such prepayments to be applied as set forth in clauses (v) and (viii) below); provided that for each fiscal year after the fiscal year ended January 2, 2011, the percentage of Excess Cash Flow required to be applied as a prepayment will be subject to the following stepdowns: (i) 25% if the Borrower’s Consolidated Senior Secured Leverage Ratio as of the end of the fiscal year or period covered by such financial statements is less than 1.4:1.0 and greater than or equal to 1.25:1.0 as of the end of such fiscal year or period and (ii) 0% if the Borrower’s Consolidated Senior Secured Leverage Ratio as of the end of the fiscal year or period covered by such financial statements is less than 1.25:1:0 as of the end of such fiscal year or period.”.

(v)    Section 2.05 of the Credit Agreement is hereby amended by amending and restating clause (b)(ii) thereof as follows:

“(ii)    Subject to clause (vii) below, if the Borrower or any of its Restricted Subsidiaries Disposes of any property pursuant to Section 7.05(g), (m), (n) or (o) which results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds within five (5) Business Days following upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (v) and (viii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or within five (5) Business Days following the date of such Disposition), and so long as no Event of Default shall have occurred and be continuing, the Borrower or such Restricted Subsidiary may (A) reinvest all or any portion of such Net Cash Proceeds in Permitted Reinvestments so long as within 360 days after the receipt of such Net Cash Proceeds (or 540 days if within 360 days of the receipt of such Net Cash Proceeds the Borrower or such Restricted Subsidiary enters into a binding agreement to reinvest such Net Cash Proceeds), such reinvestment shall have been consummated or (B) elect to have any or all of such Net Cash Proceeds applied to a reinvestment in Permitted Reinvestments that occurred not more than 270 days prior to the date of receipt of such Net Cash Proceeds (as certified by the Borrower in writing to the Administrative Agent); provided, further, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested or which the Borrower or such Restricted Subsidiary decides not to so reinvest shall be applied within five (5) Business Days to the prepayment of the Loans as set forth in this Section 2.05(b)(ii).”.

(vi)    Section 2.05 of the Credit Agreement is hereby amended by amending and restating clause (b)(iv) thereof as follows:

“(iv)    Subject to clause (vii) below, upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Restricted Subsidiaries, and not otherwise included in clause (ii) or (iii) of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom within five (5) Business Days after receipt thereof by the Borrower or such Restricted Subsidiary (such prepayments to be applied as set forth in clauses (v) and (viii) below); provided, however, that with respect to any proceeds of insurance, condemnation or casualty awards (or payments in lieu thereof), at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or within five (5) Business Days following receipt of such insurance proceeds or condemnation awards (provided that no notice shall be required to be delivered to the Administrative Agent unless such proceeds exceed $5,000,000)), and so long as no Event of Default shall have occurred and be continuing, the Borrower or such Restricted Subsidiary may apply such cash proceeds within 360 days after the receipt thereof (or 540 days if within 360 days of the receipt of such Net Cash Proceeds the Borrower or such Restricted Subsidiary enters into a binding agreement to reinvest such Net Cash Proceeds) to make a Permitted Reinvestment; and provided, further, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested or which the Borrower or such Restricted Subsidiary decides not to so reinvest shall be applied within five (5) Business Days to the prepayment of the Loans as set forth in this Section 2.05(b)(iv).”.

(vii)    Section 6.01 of the Credit Agreement is hereby amended by amending and restating clause (d) thereof as follows:

“(d)    Within the time frames for delivery of each set of consolidated financial statements referred to in Section 6.01(a) and Section 6.01(b) (and without giving effect to the provisos in such sections), a separate schedule displaying a consolidating balance sheet and statements of income and cash flows separating out each Unrestricted Subsidiary (which shall be required only if Borrower has, or during the relevant period, had any Unrestricted Subsidiaries) certified by a Responsible Officer of the Borrower as fairly presenting in all material respects the information set forth therein in a manner consistent with the Borrower’s internal consolidating schedules that support the consolidated financial statements of Borrower and its Restricted Subsidiaries referred to above.”.

(viii)    Section 6.02 of the Credit Agreement is hereby amended by amending and restating clause (b) thereof as follows:

“(b)    within the time frames for delivery of the financial statements referred to in Section 6.01(a) and Section 6.01(b) (and without giving effect to the provisos in such sections), (i) a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or chief accounting officer of the Borrower (which delivery may, unless the Administrative Agent, or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes); (ii) a copy of management’s discussion and analysis with respect to such financial statements (which shall be deemed provided by the filing with the SEC by the Borrower or Parent of a Form 10-Q or Form 10-K containing the MD&A required by applicable SEC rules); and (iii) if applicable, notice of any proposed Specified Equity Contribution;”.

(ix)    Section 6.02 of the Credit Agreement is hereby amended by amending and restating clause (j) thereof as follows:

“(j)    within the time frames for delivery of financial statements pursuant to Section 6.01(a) (without giving effect to the proviso in such section), deliver to the Administrative Agent a Perfection Certificate Supplement (or a certificate confirming that there has been no change in information since the date of the Perfection Certificate or latest Perfection Certificate Supplement), signed by a Responsible Officer of the Borrower and to be in a form reasonably satisfactory to the Administrative Agent;”.

(x)    Section 7.02(b) of the Credit Agreement is hereby amended by adding the words “purchase price or” after the words “under deferred” and before the word “compensation”.

(xi)    Section 7.03 of the Credit Agreement is hereby amended by amending and restating clause (f) thereof as follows:

“(f)    Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03(f) and any replacement or modification thereof; provided that any replacement or modification involving an increase in the aggregate amount of any such Investment as of the date hereof shall be deemed an Investment not permitted by this clause (f) to the extent (but only to the extent) of such increase;”.

(xii)    Section 7.03(g)(i) of the Credit Agreement is hereby amended by adding the word “applicable” after the words “shall comply with the” and before the words “requirements of Section 6.12”.

(xiii)    Section 7.03(q) of the Credit Agreement is hereby amended by adding the parenthetical “(measured at the time of incurrence or making of any such Investment)” directly after the words “on a Pro Forma Basis”.

(xiv)    Section 7.05 of the Credit Agreement is hereby amended by deleting the words “or enter into any agreement to make any Disposition” in the introduction thereto.

(xv)    Section 9.11(b) of the Credit Agreement is hereby amended by adding the words “and the Security Agreement” after the words “under the Guaranty” and before the words “if such Person”.

SECTION TWO - Limited Waiver. Subject to the satisfaction of the conditions set forth in Section Three hereof, the Required Lenders hereby (i) consent to the Transactions, as well as any change thereto or deviation therefrom that is reasonably required to accomplish the goals of the Transactions to the extent such change or deviation is (x) not material and (y) not adverse to the Lenders, (ii) waive the applicability of Sections 2.05(b)(ii), 2.05(b)(iii), 7.02, 7.03, 7.04, 7.05 and 7.08 of the Credit Agreement to the Transactions and (iii) agree that none of the baskets in the above-referenced sections of the Credit Agreement shall be deemed utilized in connection with the Transactions. In addition, the Required Lenders hereby waive (i) any requirement that the Loan Parties pledge or grant any Lien on more than 65% of the Equity Interests of the LLC, (ii) any requirement that the LLC pledge or grant any Lien on Note A, Note B1, Note B2, or any of the Equity Interests of NewCo LLC 1 or NewCo LLC 2, (iii) any requirement that NewCo LLC 1 become a Guarantor or pledge or grant any Lien on any of its assets and (iv) any requirement that NewCo LLC 2 pledge or grant any Lien on any of its Equity Interests in New Dutch CV (it being understood that the LLC will pledge 65% of the Equity Interests of New Dutch CV).

SECTION THREE - Conditions to Effectiveness. This Amendment and Waiver shall become effective when, and only when, the Administrative Agent shall have received a counterparts of this Amendment and Waiver executed by the Required Lenders and the Borrower and an acknowledgment of this Amendment and Waiver executed by each Guarantor. The effectiveness of this Amendment and Waiver (other than Sections Six, Seven and Eight hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section Four hereof.

SECTION FOUR - Representations and Warranties; Covenants. The Borrower represents and warrants to the Administrative Agent and the Lenders that both before and after giving effect to this Amendment and Waiver, (x) no Default has occurred and is continuing; and (y) the representations and warranties of the Borrower and each other Loan Party contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any document that has been furnished at any time under or in connection with any Loan Document, are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” is true and correct in all respects) on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” is true and correct in all respects) as of such earlier date, and except that, the representations and warranties contained in Sections 5.05(a) and (b) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b) of the Credit Agreement, respectively.

SECTION FIVE - Reference to and Effect on the Credit Agreement. On and after the effectiveness of this Amendment and Waiver, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended or waived by this Amendment and Waiver. The Credit Agreement and each of the other Loan Documents, as specifically amended by this Amendment and Waiver, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Secured Obligations of the Loan Parties under the Loan Documents. The execution, delivery and effectiveness of this Amendment and Waiver shall not, except as expressly provided herein, operate as an amendment or waiver of any right, power or remedy of any Lender or any Agent under any of the Loan Documents, nor constitute an amendment or waiver of any provision of any of the Loan Documents.

SECTION SIX - Costs, Expenses and Taxes. The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment and Waiver and the other instruments and documents to be delivered hereunder, if any (including, without limitation, the reasonable fees and expenses of Cahill Gordon & Reindel LLP) in accordance with the terms of Section 10.04 of the Credit Agreement.

SECTION SEVEN - Execution in Counterparts. This Amendment and Waiver may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment and Waiver by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment and Waiver.

SECTION EIGHT - Governing Law. This Amendment and Waiver shall be governed by, and construed in accordance with, the laws of the State of New York.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment and Waiver to be duly executed and delivered as of the day and year first above written.

WENDY’S RESTAURANTS, LLC

By: /s/ Daniel T. Collins    Name:    Daniel T. Collins
Title:    SVP and Treasurer

[Amendment No. 2 and Waiver]

Accepted and Agreed:

BANK OF AMERICA, N.A.,

as Administrative Agent

By: /s/ Adam Cady            

Name:    Adam Cady

Title:    Managing Director

[Amendment No. 2 and Waiver]

Accepted and Agreed:

OLDEMARK LLC

THE NEW BAKERY CO. OF OHIO, INC.

WENDY'S GLOBAL, INC.

WENDY'S GLOBAL SERVICES, INC.

WENDY'S SUPPORT CENTER, LLC

WENDY'S INTERNATIONAL, INC.

WENDY'S OF DENVER, INC.

WENDY'S OF N.E. FLORIDA, INC.

WENDY'S OLD FASHIONED HAMBURGERS OF NEW YORK, INC.

WENDY'S RESTAURANTS OF NEW YORK, LLC

By: /s/ Daniel T. Collins

Name:Daniel T. Collins

Title:SVP and Treasurer

[Amendment No. 2 and Waiver]

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Emil J. Brolick, certify that:

1. I have reviewed this quarterly report on Form 10-Q of The Wendy’s Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2011

/s/ Emil J. Brolick          

Emil J. Brolick

President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, Stephen E. Hare, certify that:

1. I have reviewed this quarterly report on Form 10-Q of The Wendy’s Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2011

/s/ Stephen E. Hare         

Stephen E. Hare

Senior Vice President and Chief Financial Officer

EX-31.3

EXHIBIT 31.3

CERTIFICATIONS

I, Emil J. Brolick, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Wendy’s Restaurants, LLC;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2011

/s/ Emil J. Brolick          

Emil J. Brolick

President and Chief Executive Officer

EX-31.4

EXHIBIT 31.4

CERTIFICATIONS

I, Stephen E. Hare, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Wendy’s Restaurants, LLC;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2011

/s/ Stephen E. Hare         

Stephen E. Hare

Senior Vice President and Chief Financial Officer

EX-32.1

EXHIBIT 32.1

Certification Pursuant to

18 U.S.C. Section 1350

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of The Wendy’s Company, a Delaware corporation (the “Company”), does hereby certify, to the best of such officer’s knowledge, that:

The Quarterly Report on Form 10-Q for the quarter ended October 2, 2011 (the “Form 10-Q”) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 9, 2011

/s/ Emil J. Brolick                

Emil J. Brolick

President and Chief Executive Officer

Date: November 9, 2011

/s/ Stephen E. Hare               

Stephen E. Hare

Senior Vice President and Chief Financial Officer

XML

(13) Legal and Environmental Matters (Details) (Wendy's Restaurants, LLC [Member], Legal and Environmental Matters [Member], USD $) In Thousands	Oct. 02, 2011
Wendy's Restaurants, LLC [Member] | Legal and Environmental Matters [Member]
Loss Contingencies [Line Items]
Reserves for legal and environmental matters	$ 1,722

XML

Condensed Consolidated Balance Sheets (Parenthetical) (Subsidiaries [Member], USD $)	Oct. 02, 2011	Jan. 02, 2011
Subsidiaries [Member]
Member interest, par value	$ 0.01	$ 0.01
Member interest, shares authorized	1,000	1,000
Member interest, shares issued	1	1
Member interest, shares authorized	1	1

XML

Condensed Consolidated Statements of Operations (USD $) In Thousands, except Per Share data	3 Months Ended		9 Months Ended
	Oct. 02, 2011	Oct. 03, 2010	Oct. 02, 2011	Oct. 03, 2010
The Wendy's Company [Member]
Depreciation and amortization			$ 113,085	$ 137,448
Impairment of long-lived assets			9,820	41,424
Loss on disposal of discontinued operations, net of income taxes			(8,849)	0
Net (loss) income	(3,966)	(909)	5,891	6,433
Basic and Diluted Earnings Per Share:
Earnings per share, basic and diluted	$ (0.01)	$ 0.00	$ 0.01	$ 0.01
Dividends per share:	$ 0.02	$ 0.015	$ 0.06	$ 0.045
The Wendy's Company [Member] | Segment, Continuing Operations [Member]
Sales	534,525	525,082	1,588,048	1,570,240
Franchise revenues	76,891	75,626	228,292	222,616
Revenues	611,416	600,708	1,816,340	1,792,856
Cost of sales	458,000	451,319	1,361,669	1,324,970
General and administrative	66,006	73,984	215,147	230,405
Transaction related costs	23,839	0	30,762	0
Depreciation and amortization	30,816	32,639	90,972	96,452
Impairment of long-lived assets	0	20,921	8,262	21,403
Other operating expense (income), net	365	1,555	1,687	2,728
Costs and expenses	579,026	580,418	1,708,499	1,675,958
Operating profit (loss)	32,390	20,290	107,841	116,898
Interest expense	(28,384)	(29,159)	(85,915)	(89,740)
Loss on early extinguishment of debt	0	0	0	(26,197)
Investment income (expense), net	3	77	188	5,254
Other income, net	301	163	706	2,116
Income (loss) from continuing operations before income taxes	4,310	(8,629)	22,820	8,331
(Provision for) benefit from income taxes	(1,766)	7,872	(9,198)	3,665
Income (loss) from continuing operations	2,544	(757)	13,622	11,996
Basic and Diluted Earnings Per Share:
Earnings per share, basic and diluted	$ 0.01	$ 0.00	$ 0.03	$ 0.03
The Wendy's Company [Member] | Segment, Discontinued Operations [Member]
(Loss) income from discontinued operations, net of income taxes	(1,441)	(152)	1,118	(5,563)
Loss on disposal of discontinued operations, net of income taxes	(5,069)	0	(8,849)	0
(Loss) income from discontinued operations, net of income taxes	(6,510)	(152)	(7,731)	(5,563)
Basic and Diluted Earnings Per Share:
Earnings per share, basic and diluted	$ (0.02)	$ 0.00	$ (0.02)	$ (0.02)
Wendy's Restaurants, LLC [Member]
Depreciation and amortization			112,503	136,051
Impairment of long-lived assets			9,820	41,424
Loss on early extinguishment of debt				(26,197)
Loss on disposal of discontinued operations, net of income taxes			(8,849)	0
Net (loss) income	(1,600)	357	12,314	7,172
Wendy's Restaurants, LLC [Member] | Segment, Continuing Operations [Member]
Sales	534,525	525,082	1,588,048	1,570,240
Franchise revenues	76,891	75,626	228,292	222,616
Revenues	611,416	600,708	1,816,340	1,792,856
Cost of sales	458,000	451,319	1,361,669	1,324,970
General and administrative	62,732	72,360	207,373	225,206
Transaction related costs	23,571	0	29,542	0
Depreciation and amortization	30,758	32,174	90,390	95,055
Impairment of long-lived assets	0	20,921	8,262	21,403
Other operating expense (income), net	362	1,553	1,582	2,887
Costs and expenses	575,423	578,327	1,698,818	1,669,521
Operating profit (loss)	35,993	22,381	117,522	123,335
Interest expense	(28,171)	(28,855)	(85,254)	(88,752)
Loss on early extinguishment of debt	0	0	0	(26,197)
Other income, net	301	234	703	999
Income (loss) from continuing operations before income taxes	8,123	(6,240)	32,971	9,385
(Provision for) benefit from income taxes	(3,213)	6,749	(12,926)	3,350
Income (loss) from continuing operations	4,910	509	20,045	12,735
Wendy's Restaurants, LLC [Member] | Segment, Discontinued Operations [Member]
(Loss) income from discontinued operations, net of income taxes	(1,441)	(152)	1,118	(5,563)
Loss on disposal of discontinued operations, net of income taxes	(5,069)	0	(8,849)	0
(Loss) income from discontinued operations, net of income taxes	$ (6,510)	$ (152)	$ (7,731)	$ (5,563)

XML

(16) Guarantor/Non-Guarantor Income Statements (Details) (Wendy's Restaurants, LLC [Member], USD $) In Thousands	3 Months Ended		9 Months Ended
	Oct. 02, 2011	Oct. 03, 2010	Oct. 02, 2011	Oct. 03, 2010
Depreciation and amortization			$ 112,503	$ 136,051
Impairment of long-lived assets			9,820	41,424
Loss on early extinguishment of debt				(26,197)
Equity in income (loss) of subsidiaries			0	0
Loss on disposal of discontinued operations, net of income taxes			(8,849)	0
Net (loss) income	(1,600)	357	12,314	7,172
Segment, Continuing Operations [Member]
Sales	534,525	525,082	1,588,048	1,570,240
Franchise revenues	76,891	75,626	228,292	222,616
Revenues	611,416	600,708	1,816,340	1,792,856
Cost of sales	458,000	451,319	1,361,669	1,324,970
General and administrative	62,732	72,360	207,373	225,206
Transaction related costs	23,571	0	29,542	0
Depreciation and amortization	30,758	32,174	90,390	95,055
Impairment of long-lived assets	0	20,921	8,262	21,403
Other operating expense (income), net	362	1,553	1,582	2,887
Costs and expenses	575,423	578,327	1,698,818	1,669,521
Operating profit (loss)	35,993	22,381	117,522	123,335
Interest expense	(28,171)	(28,855)	(85,254)	(88,752)
Loss on early extinguishment of debt	0	0	0	(26,197)
Other income (expense), net	301	234	703	999
Equity in income (loss) of subsidiaries	0	0	0	0
Income (loss) from continuing operations before income taxes	8,123	(6,240)	32,971	9,385
(Provision for) benefit from income taxes	(3,213)	6,749	(12,926)	3,350
Income (loss) from continuing operations	4,910	509	20,045	12,735
Segment, Continuing Operations [Member] | Parent [Member]
Sales	0	0	0	0
Franchise revenues	0	0	0	0
Revenues	0	0	0	0
Cost of sales	0	0	0	0
General and administrative	11,251	0	11,251	0
Transaction related costs	25,317		29,542
Depreciation and amortization	2,859	3,116	7,886	9,341
Impairment of long-lived assets		0	0	0
Other operating expense (income), net	0	0	0	0
Costs and expenses	39,427	3,116	48,679	9,341
Operating profit (loss)	(39,427)	(3,116)	(48,679)	(9,341)
Interest expense	(22,234)	(22,641)	(67,758)	(56,263)
Loss on early extinguishment of debt				0
Other income (expense), net	136	0	136	157
Equity in income (loss) of subsidiaries	42,734	10,850	89,796	26,830
Income (loss) from continuing operations before income taxes	(18,791)	(14,907)	(26,505)	(38,617)
(Provision for) benefit from income taxes	22,260	15,264	47,668	45,789
Income (loss) from continuing operations	3,469	357	21,163	7,172
Segment, Continuing Operations [Member] | Guarantor Subsidiaries [Member]
Sales	472,289	467,668	1,409,928	1,400,788
Franchise revenues	71,735	70,706	213,772	208,415
Revenues	544,024	538,374	1,623,700	1,609,203
Cost of sales	404,920	402,988	1,205,511	1,179,325
General and administrative	47,418	62,739	170,808	191,457
Transaction related costs	0		0
Depreciation and amortization	25,206	26,397	74,572	77,983
Impairment of long-lived assets		17,213	7,890	17,695
Other operating expense (income), net	2,678	3,171	8,223	8,315
Costs and expenses	480,222	512,508	1,467,004	1,474,775
Operating profit (loss)	63,802	25,866	156,696	134,428
Interest expense	(5,822)	(6,000)	(17,103)	(23,132)
Loss on early extinguishment of debt				(20,430)
Other income (expense), net	4,260	4,146	12,291	12,293
Equity in income (loss) of subsidiaries	5,377	(9,395)	(5,275)	(38,142)
Income (loss) from continuing operations before income taxes	67,617	14,617	146,609	65,017
(Provision for) benefit from income taxes	(23,442)	(3,588)	(57,830)	(32,597)
Income (loss) from continuing operations	44,175	11,029	88,779	32,420
Segment, Continuing Operations [Member] | Non-Guarantor Subsidiaries [Member]
Sales	62,236	57,414	178,207	169,452
Franchise revenues	5,156	4,947	14,534	14,228
Revenues	67,392	62,361	192,741	183,680
Cost of sales	53,080	48,331	156,158	145,645
General and administrative	4,063	9,621	25,314	33,749
Transaction related costs	(1,746)		0
Depreciation and amortization	2,693	2,661	7,932	7,731
Impairment of long-lived assets		3,708	372	3,708
Other operating expense (income), net	(2,316)	(1,618)	(6,641)	(5,428)
Costs and expenses	55,774	62,703	183,135	185,405
Operating profit (loss)	11,618	(342)	9,606	(1,725)
Interest expense	(115)	(214)	(393)	(9,357)
Loss on early extinguishment of debt				(5,767)
Other income (expense), net	(4,095)	(3,912)	(11,724)	(11,451)
Equity in income (loss) of subsidiaries	0	0	0	0
Income (loss) from continuing operations before income taxes	7,408	(4,468)	(2,511)	(28,300)
(Provision for) benefit from income taxes	(2,031)	(4,927)	(2,764)	(9,842)
Income (loss) from continuing operations	5,377	(9,395)	(5,275)	(38,142)
Segment, Continuing Operations [Member] | Consolidation, Eliminations [Member]
Sales	0	0	(87)	0
Franchise revenues	0	(27)	(14)	(27)
Revenues	0	(27)	(101)	(27)
Cost of sales	0	0	0	0
General and administrative	0	0	0	0
Transaction related costs	0		0
Depreciation and amortization	0	0	0	0
Impairment of long-lived assets		0	0	0
Other operating expense (income), net	0	0	0	0
Costs and expenses	0	0	0	0
Operating profit (loss)	0	(27)	(101)	(27)
Interest expense	0	0	0	0
Loss on early extinguishment of debt				0
Other income (expense), net	0	0	0	0
Equity in income (loss) of subsidiaries	(48,111)	(1,455)	(84,521)	11,312
Income (loss) from continuing operations before income taxes	(48,111)	(1,482)	(84,622)	11,285
(Provision for) benefit from income taxes	0	0	0	0
Income (loss) from continuing operations	(48,111)	(1,482)	(84,622)	11,285
Segment, Discontinued Operations [Member]
(Loss) income from discontinued operations, net of income taxes	(1,441)	(152)	1,118	(5,563)
Loss on disposal of discontinued operations, net of income taxes	(5,069)	0	(8,849)	0
(Loss) income from discontinued operations, net of income taxes	(6,510)	(152)	(7,731)	(5,563)
Segment, Discontinued Operations [Member] | Parent [Member]
(Loss) income from discontinued operations, net of income taxes	0		0
Loss on disposal of discontinued operations, net of income taxes	(5,069)		(8,849)
(Loss) income from discontinued operations, net of income taxes	(5,069)	0	(8,849)	0
Segment, Discontinued Operations [Member] | Guarantor Subsidiaries [Member]
(Loss) income from discontinued operations, net of income taxes	0		0
Loss on disposal of discontinued operations, net of income taxes	0		0
(Loss) income from discontinued operations, net of income taxes	0	0	0	0
Segment, Discontinued Operations [Member] | Non-Guarantor Subsidiaries [Member]
(Loss) income from discontinued operations, net of income taxes	(1,441)		1,017
Loss on disposal of discontinued operations, net of income taxes	0		0
(Loss) income from discontinued operations, net of income taxes	(1,441)	(179)	1,017	(5,590)
Segment, Discontinued Operations [Member] | Consolidation, Eliminations [Member]
(Loss) income from discontinued operations, net of income taxes	0		101
Loss on disposal of discontinued operations, net of income taxes	0		0
(Loss) income from discontinued operations, net of income taxes	0	27	101	27
Parent [Member]
Depreciation and amortization			7,886	9,341
Impairment of long-lived assets			0	0
Equity in income (loss) of subsidiaries			89,796	26,830
Loss on disposal of discontinued operations, net of income taxes			(8,849)
Net (loss) income	(1,600)	357	12,314	7,172
Guarantor Subsidiaries [Member]
Depreciation and amortization			74,572	77,983
Impairment of long-lived assets			7,890	17,695
Equity in income (loss) of subsidiaries			(5,275)	(38,142)
Loss on disposal of discontinued operations, net of income taxes			0
Net (loss) income	44,175	11,029	88,779	32,420
Non-Guarantor Subsidiaries [Member]
Depreciation and amortization			30,045	48,727
Impairment of long-lived assets			1,930	23,729
Equity in income (loss) of subsidiaries			0	0
Loss on disposal of discontinued operations, net of income taxes			0
Net (loss) income	3,936	(9,574)	(4,258)	(43,732)
Consolidation, Eliminations [Member]
Depreciation and amortization			0	0
Impairment of long-lived assets			0	0
Equity in income (loss) of subsidiaries			(84,521)	11,312
Loss on disposal of discontinued operations, net of income taxes			0
Net (loss) income	$ (48,111)	$ (1,455)	$ (84,521)	$ 11,312

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(5) Investment in Joint Ventures (Tables)

9 Months Ended

Oct. 02, 2011

Investment in Joint Venture with Tim Horton's, Inc [Abstract]

Investment in Joint Venture with Tim Horton's, Inc.

	Nine Months Ended
	October 2, 2011			October 3, 2010
Balance at beginning of period (a)	$	98,631		$	97,476
Equity in earnings for the period	10,258			9,309
Amortization of purchase price adjustments	(2,170		)	(2,182		)
	8,088			7,127
Distributions received	(10,784		)	(9,718		)
Currency translation adjustment included in “Comprehensive    income”	(5,050		)	3,465
Balance at end of period (a)	$	90,885		$	98,350
_____________________
(a) Included in “Investments.”

	October 2, 2011		October 3, 2010
Balance sheet information:
Properties	C$	76,158	C$	80,011
Cash and cash equivalents	2,644		2,315
Accounts receivable	4,418		3,941
Other	2,628		3,011
	C$	85,848	C$	89,278
Accounts payable and accrued liabilities	C$	1,541	C$	1,418
Other liabilities	8,975		8,844
Partners’ equity	75,332		79,016
	C$	85,848	C$	89,278

	Nine Months Ended
	October 2, 2011		October 3, 2010
Income statement information:
Revenues	C$	29,131	C$	28,620
Income before income taxes and net income	20,404		19,064

XML

Document and Entity Information	9 Months Ended
	Oct. 02, 2011	Nov. 03, 2011
Entity Information [Line Items]
Entity Registrant Name	WENDY'S CO
Entity Central Index Key	0000030697
Current Fiscal Year End Date	--01-01
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Oct. 02, 2011
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Common Stock, Shares Outstanding		389,140,409
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Subsidiaries [Member]
Entity Information [Line Items]
Entity Registrant Name	WENDY'S RESTAURANTS, LLC
Entity Central Index Key	0001467974
Entity Filer Category	Non-accelerated Filer

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(11) Guarantees and Other Commitments and Contingencies Commitment to Fund, Breakfast Expansion (Details) (Wendy's Restaurants, LLC [Member], USD $) In Thousands	9 Months Ended
	Oct. 02, 2011	Oct. 03, 2010
Wendy's Restaurants, LLC [Member]
Funding Commitment [Line Items]
Expenditure related to breakfast expansion program, expected	$ 4,500
Commitment to fund, per restaurant	25
Commitment to fund programs, maximum	20,000
Equipment leased to franchisees	1,846
Franchise incentive loans	1,269	0
Royalties required to be reinvested, expected	$ 5,000

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(9) Income Per Share (Tables)

9 Months Ended

Oct. 02, 2011

Loss Per Share [Abstract]

Number of shares used to calculate basic and diluted income per share

	Three Months Ended		Nine Months Ended
	October 2, 2011	October 3, 2010	October 2, 2011	October 3, 2010
Common Stock:
Weighted average basic shares outstanding	395,677	417,985	410,624	428,968
Dilutive effect of stock options and restricted      shares	2,222	—	1,619	1,006
Weighted average diluted shares outstanding	397,899	417,985	412,243	429,974

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(11) Guarantees and Other Commitments and Contingencies (Details) (Wendy's Restaurants, LLC [Member]) In Thousands			3 Months Ended
	Oct. 02, 2011 Equipment, Purchase and Installation [Member] USD ($)	Oct. 02, 2011 Property Lease Guarantee [Member] CAD	Jan. 01, 2012 USD ($)
Guarantor Obligations [Line Items]
Direct loan to franchisee			$ 2,700
Guarantor obligations	621	249
Loan guarantees, maximum amount		5,000

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(7) Impairment of Long-Lived Assets

9 Months Ended

Oct. 02, 2011

Impairment of Long Lived Assets [Abstract]

Impairment of Long Lived Assets

Impairment of Long-Lived Assets

Wendy’s company-owned restaurant impairment losses included in the table below for the nine months ended October 2, 2011 and the three months and nine months ended October 3, 2010 predominantly reflected impairment charges on restaurant level assets resulting from the deterioration in operating performance of certain restaurants and additional charges for capital improvements in restaurants impaired in prior years which did not subsequently recover. The Wendy’s impairment losses for the three months and nine months ended October 3, 2010 also included write-downs in the carrying value of certain surplus properties and properties held for sale.

These impairment losses represented the excess of the carrying amount over the fair value of the affected assets and are included in “Impairment of long-lived assets.”  The fair values of impaired assets in the table below were generally estimated based on the present values of the associated cash flows and on market value with respect to land (Level 3 inputs).

	Three Months Ended				Nine Months Ended
	October 2, 2011		October 3, 2010		October 2, 2011		October 3, 2010
Impairment of company-owned restaurants:
Properties	$	—	$	17,373	$	6,449	$	17,448
Intangible assets	—		3,548		1,813		3,955
	$	—	$	20,921	$	8,262	$	21,403

Arby’s company-owned restaurant impairment losses of $6,488 and $20,021 for the three months and nine months ended October 3, 2010, respectively, predominantly reflected impairment charges on restaurant level assets resulting from the deterioration in operating performance of certain restaurants and additional charges for capital improvements in restaurants impaired in prior years which did not subsequently recover. These impairment losses represented the excess of the carrying amount over the fair value of the affected assets and are included in discontinued operations and not included in the table above.

The fair values of impaired assets were generally estimated based on the present values of the associated cash flows and on market value with respect to land (Level 3 inputs). Arby’s impairment losses for the period from January 3, 2011 through July 4, 2011 (its date of sale) were not significant. See Note 2 for more information on discontinued operations.

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(10) Debt and Equity (Tables)

9 Months Ended

Oct. 02, 2011

The Wendy's Company [Member]

Entity Information [Line Items]

Summary of Stockholders' Equity

	Nine Months Ended
	October 2, 2011			October 3, 2010
Balance, beginning of year	$	2,163,174		$	2,336,339
Comprehensive (loss) income (a)	(6,858		)	14,347
Share-based compensation	13,756			10,519
Exercises of stock options	5,199			1,227
Dividends paid	(24,584		)	(19,260		)
Repurchases of common stock for treasury	(152,681		)	(167,744		)
Other	(653		)	(841		)
Balance, end of the period	$	1,997,353		$	2,174,587

_______________

(a) The following is a summary of the components of comprehensive income, net of income taxes:

	Nine Months Ended
	October 2, 2011			October 3, 2010
Net income	$	5,891		$	6,433
Net change in currency translation adjustment	(12,703		)	7,878
Net unrealized losses on available-for-sale securities	—			(59		)
Change in net unrecognized pension loss	(46		)	95
Other comprehensive (loss) income	(12,749		)	7,914
Comprehensive (loss) income	$	(6,858	)	$	14,347

Wendy's Restaurants, LLC [Member]

Entity Information [Line Items]

Summary of Invested Equity

	Nine Months Ended
	October 2, 2011			October 3, 2010
Balance, beginning of year	$	1,776,630		$	2,197,907
Comprehensive (loss) income (a)	(90		)	15,061
Share-based compensation	12,973			9,841
Dividends paid to The Wendy’s Company	—			(443,700		)
Other	—			(76		)
Balance, end of the period	$	1,789,513		$	1,779,033

_______________

(a) The following is a summary of the components of comprehensive income, net of income taxes:

	Nine Months Ended
	October 2, 2011			October 3, 2010
Net income	$	12,314		$	7,172
Net change in currency translation adjustment	(12,703		)	7,878
Change in net unrecognized pension loss (b)	299			11
Other comprehensive (loss) income	(12,404		)	7,889
Comprehensive (loss) income	$	(90	)	$	15,061

(b) Includes the reclassification of the change in net unrecognized pension loss related to Arby’s pension liability to a subsidiary of The Wendy’s Company.

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(9) Income Per Share (Details) (The Wendy's Company [Member]) In Thousands	3 Months Ended		9 Months Ended
	Oct. 02, 2011	Oct. 03, 2010	Oct. 02, 2011	Oct. 03, 2010
Common Stock:
Weighted average basic shares outstanding	395,677	417,985	410,624	428,968
Dilutive effect of stock options and restricted shares	2,222	0	1,619	1,006
Weighted average diluted shares outstanding	397,899	417,985	412,243	429,974
Potential common shares excluded from diluted per share calculation	20,525		19,038	23,846
Stock Options [Member]
Common Stock:
Potential common shares, outstanding	31,022		31,022
Restricted Stock [Member]
Common Stock:
Potential common shares, outstanding	3,820		3,820

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(6) Fair Value of Financial Instruments Fair Value of Financial Instruments, Fair Value Measure on Recurring Basis (Details) (Interest Rate Swap [Member], Designated as Hedging Instrument [Member], Fair Value Hedging [Member], Fair Value, Measurements, Recurring [Member], USD $) In Thousands	Oct. 02, 2011
Estimate of Fair Value, Fair Value Disclosure [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swaps	$ 13,014
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swaps	0
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swaps	13,014
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swaps	$ 0

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(7) Impairment of Long-Lived Assets (Tables)

9 Months Ended

Oct. 02, 2011

Impairment of Long Lived Assets [Abstract]

Details of impairment of long-lived assets by asset

	Three Months Ended				Nine Months Ended
	October 2, 2011		October 3, 2010		October 2, 2011		October 3, 2010
Impairment of company-owned restaurants:
Properties	$	—	$	17,373	$	6,449	$	17,448
Intangible assets	—		3,548		1,813		3,955
	$	—	$	20,921	$	8,262	$	21,403

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(12) Transactions with Related Parties

9 Months Ended

Oct. 02, 2011

Transactions with Related Parties [Abstract]

Related Party Transactions Disclosure [Text Block]

Transactions with Related Parties

The following is a summary of ongoing transactions between the Companies and their related parties which are included in continuing operations and includes any updates and amendments since those reported in the Form 10-K:

	Nine Months Ended
	October 2, 2011			October 3, 2010
SSG agreement (a)	$	(2,275	)	$	4,900
Subleases with related parties (b)	(157		)	(100		)
Advisory fees (c)	—			2,465
(The Wendy’s Company)
Advisory fees (c)	$	500		$	750
Sublease income (d)	(1,225		)	(1,228		)
Use of corporate aircraft (e)	(100		)	(90		)
Liquidation services agreement (f)	220			331

___________________

Transactions with Purchasing Cooperatives

(a) As agreed by its board of directors in March 2011, effective April 2011 the activities of Strategic Sourcing Group Co-op, LLC (“SSG”) were transferred to the Wendy’s independent purchasing cooperative, Quality Supply Chain Co-op (“QSCC”), and Arby’s independent purchasing cooperative (“ARCOP”), which, following the sale of Arby’s, is no longer a related party. Wendy’s Restaurants had committed to pay approximately $5,145 of SSG expenses, of which $4,900 was expensed in the first quarter of 2010, and was to be paid over a 24 month period through March 2012. During the first quarter of 2011, the remaining accrued commitment of $2,275 was reversed and credited to “General and administrative.”

(b) Wendy’s and QSCC entered into a sublease amendment, effective January 1, 2011, which increased the office space subleased to QSCC to 14,333 square feet for a one year period for a revised annual base rental of $176 with five one-year renewal options. On July 5, 2011, QSCC renewed the lease for a one year period ending December 31, 2012.

The Companies received $23 and $16 of sublease income from SSG and $134 and $84 of sublease income from QSCC during the first nine months of 2011 and 2010, respectively.

Transactions with the Management Company

(c) The Companies paid approximately $2,465 in the second quarter of 2010 in fees for corporate finance advisory services in connection with the negotiation and execution of the Wendy’s Restaurants credit agreement.

In addition, The Wendy’s Company incurred service fees of $500 and $750 in the first nine months of 2011 and 2010, respectively, which are included in “General and administrative.”

These fees were paid to a management company (the “Management Company”) which was formed by our Chairman, who was our former Chief Executive Officer, and our Vice Chairman, who was our former President and Chief Operating Officer, and a director, who was our former Vice Chairman, in connection with a services agreement which expired on June 30, 2011.

(d) The Wendy’s Company recognized income of $1,225 and $1,228 from the Management Company under subleases, which expire in May 2012, for office space on two of the floors of the Company’s former New York headquarters for the first nine months of 2011 and 2010, respectively, which has been recorded as a reduction of “General and administrative.”

(e) On June 29, 2011, The Wendy’s Company and TASCO, LLC, an affiliate of the Management Company, entered into an agreement to extend an aircraft lease agreement for an additional one year period (expiring on June 30, 2012) for an increased monthly rent of $13. Under the extended lease agreement, TASCO, LLC continues to be responsible for operating costs related to the aircraft’s usage. The Wendy’s Company received lease income of $100 and $90 in the first nine months of 2011 and 2010, respectively, which is included as an offset to “General and administrative.” 

We intend to dispose of the Company-owned aircraft leased under the lease agreement discussed above as soon as practicable. As of October 2, 2011, the aircraft has a carrying value that approximates its fair value, is classified as held-for-sale, and is included in “Prepaid expenses and other current assets.”

(f) The Wendy’s Company paid the Management Company a fee of $900 in two installments in June 2009 and 2010, which was deferred and amortized through its June 30, 2011 expiration date for assistance in the sale, liquidation, or other disposition of certain of our investments. Related amortization of $220 and $331 was recorded in “General and administrative” in the first nine months of 2011 and 2010, respectively.

(Wendy’s Restaurants)

The following is a summary of continuing transactions between Wendy’s Restaurants and The Wendy’s Company:

	Nine Months Ended
	October 2, 2011		October 3, 2010
Dividends paid (g)	$	—	$	443,700
Other transactions:
Payments for Federal and state income tax (h)	13,078		—
Share-based compensation (i)	10,917		9,841
Expense under management service agreements (j)	2,521		3,763

_____________________

(g) Wendy’s Restaurants paid cash dividends to The Wendy’s Company which were charged to “Invested equity.”

(h) Wendy’s Restaurants made cash payments to The Wendy’s Company under a tax sharing agreement, as discussed in Note 8.

(i) Wendy’s Restaurants incurs share based compensation costs for The Wendy’s Company Common Stock awards issued to certain employees under The Wendy’s Company various equity plans. Such compensation cost is allocated by The Wendy’s Company to Wendy’s Restaurants and is correspondingly recorded as capital contributions from The Wendy’s Company.

(j) Wendy’s Restaurants incurred $2,521 and $3,763 for management services during the first nine months of 2011 and 2010, respectively. Such fees were included in “General and administrative” and were settled through Wendy’s Restaurants’ intercompany account with The Wendy’s Company. Effective upon the sale of Arby’s, the agreement for such management services was terminated.

As a result of the sale of Arby’s, Arby’s and its affiliates are no longer considered related parties. Prior to the sale, the transactions between Arby’s and its non-consolidated affiliates were not material.

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(3) Acquisitions and Dispositions

9 Months Ended

Oct. 02, 2011

Acquisitions and Dispositions [Abstract]

Acquisitions and Dispositions

Acquisitions and Other Dispositions

During the nine months ended October 2, 2011, Wendy’s acquired nine Wendy’s franchised restaurants in three separate acquisitions. The total consideration for these acquisitions before post closing adjustments was $7,673 consisting of (1) $6,613 of cash, net of $55 of cash acquired, and (2) the issuance of a note payable of $1,060. The total consideration was allocated to net tangible and identifiable intangible assets acquired, primarily properties, and liabilities assumed based on their estimated fair values with the excess of $3,689 recognized as goodwill. During the nine months ended October 2, 2011, Wendy’s also assumed the operations and management of four additional Wendy’s franchised restaurants.

During the nine months ended October 2, 2011, Wendy’s received proceeds from dispositions of $2,865 consisting of $1,125 from the sale of three company-owned Wendy’s restaurants to franchisees, $899 from the sale of surplus properties, and $841 related to other dispositions. These sales resulted in a net gain of $744 which is included as an offset to “Depreciation and amortization.”

During the nine months ended October 3, 2010, Wendy’s received proceeds from dispositions of $2,174 consisting of $1,123 from the sale of surplus properties, $821 from the sale of two company-owned Wendy’s restaurants, and $230 related to other dispositions. These sales resulted in a net gain of $1,292 which is included as an offset to “Depreciation and amortization.”

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(5) Investment in Joint Ventures (Details) (Subsidiaries [Member]) In Thousands, unless otherwise specified	9 Months Ended
	Oct. 02, 2011 USD ($)	Oct. 03, 2010 USD ($)	Oct. 02, 2011 Tim Horton's, Inc. [Member] USD ($)	Oct. 02, 2011 Tim Horton's, Inc. [Member] CAD	Oct. 03, 2010 Tim Horton's, Inc. [Member] USD ($)	Oct. 03, 2010 Tim Horton's, Inc. [Member] CAD	Oct. 02, 2011 Japan JV [Member] USD ($)
Schedule of Equity Method Investments [Line Items]
Equity method investment, ownership percentage			50.00%	50.00%			49.00%
Investment in Joint Venture with Partner [Roll Forward]
Balance at beginning of period (a)			$ 98,631		$ 97,476
Equity in earnings (loss) for the period			10,258		9,309		(271)
Amortization of purchase price adjustments			(2,170)		(2,182)
Equity in earnings for the period, net of amortization of purchase price adjustment	7,817	7,127	8,088		7,127
Distributions	(10,784)	(9,718)	(10,784)		(9,718)
Currency translation adjustment included in Comprehensive income			(5,050)		3,465
Balance at end of period (a)			90,885		98,350		912
Equity Method Investment, Summarized Financial Information, Assets [Abstract]
Properties				76,158		80,011
Cash and Cash Equivalents				2,644		2,315
Accounts Receivable				4,418		3,941
Other Assets				2,628		3,011
Assets				85,848		89,278
Equity Method Investment, Summarized Financial Information, Liabilities and Equity [Abstract]
Accounts Payable and Accrued Liabillities				1,541		1,418
Other Liabilities				8,975		8,844
Equity or Capital				75,332		79,016
Liabilities and Equity				85,848		89,278
Equity Method Investment, Summarized Financial Information, Income Statement [Abstract]
Revenues				29,131		28,620
Income before income taxes and net income				20,404		19,064

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(9) Income Per Share

9 Months Ended

Oct. 02, 2011

Loss Per Share [Abstract]

Income (Loss) Per Share

Income (Loss) Per Share

(The Wendy’s Company)

Basic income (loss) per share for the three months and nine months ended October 2, 2011 and October 3, 2010 was computed by dividing net income (loss) by the weighted average number of common shares outstanding.

The weighted average number of shares used to calculate basic and diluted income per share was as follows:

	Three Months Ended		Nine Months Ended
	October 2, 2011	October 3, 2010	October 2, 2011	October 3, 2010
Common Stock:
Weighted average basic shares outstanding	395,677	417,985	410,624	428,968
Dilutive effect of stock options and restricted      shares	2,222	—	1,619	1,006
Weighted average diluted shares outstanding	397,899	417,985	412,243	429,974

Diluted income (loss) per share for the three months and nine months ended October 2, 2011 and the nine months ended October 3, 2010 was computed by dividing income by the weighted average number of basic shares outstanding plus the potential common share effect of dilutive stock options and restricted shares, computed using the treasury stock method. For the three months and nine months ended October 2, 2011, we excluded 20,525 and 19,038, respectively, of potential common shares from our diluted income per share calculation as they would have had anti-dilutive effects. For the nine months ended October 3, 2010, we excluded 23,846 of potential common shares from our diluted income per share calculation as they would have had anti-dilutive effects. Diluted loss per share for the three months ended October 3, 2010 was the same as basic loss per share since we reported a loss from continuing operations and, therefore, the effect of all potentially dilutive securities would have been antidilutive.

As of October 2, 2011, our potential common shares consisted of the following: (1) outstanding stock options which can be exercised into 31,022 shares of our Common Stock and (2) 3,820 restricted stock units and other restricted stock awards.

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(14) Transaction Related Costs

9 Months Ended

Oct. 02, 2011

Retention and Other Transaction Costs [Abstract]

Transaction Related Costs

Transaction Related Costs

Following the sale of Arby’s and the related announcement that the Companies’ headquarters would be relocated to Ohio, our then President and Chief Executive Officer of the Company resigned effective as of September 12, 2011. The former President and Chief Executive Officer continues to serve as a director of the Company and, until December 30, 2011, remains an employee of the Company in the capacity of Special Advisor. As a result, and in accordance with the termination provisions of the related employment agreement, the Companies incurred termination costs of $12,568 (principally for required payments of $7,987 and vesting of previously issued stock awards of $4,581) in the third quarter of 2011, which are included in the table below.

The following table summarizes the Companies “Transaction related costs” associated with the sale of Arby’s and related corporate realignment:

	Three Months		Nine Months
	Ended		Ended
	October 2, 2011		October 2, 2011
Termination and severance (including stock      compensation costs)	$	14,462	$	16,208
Employee retention (a)	5,305		7,855
Bonus	2,529		2,529
Relocation (b)	826		827
Other professional fees	368		2,034
Other	81		89
Total Wendy’s Restaurants	23,571		29,542
Employee retention	96		159
Other professional fees	4		845
Other	168		216
Total The Wendy’s Company	$	23,839	$	30,762

_____________________

(a) The Companies expect to expense retention payments for current Wendy’s Restaurants employees of approximately $214 and $45 during the fourth quarter of 2011 and the first quarter of 2012, respectively.

(b) Compensation costs of $1,500 incurred during the third quarter of 2011 due to the relocation of a corporate executive will be expensed over the three year period following this executive’s relocation in accordance with the terms of the agreement.

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(10) Debt and Equity

9 Months Ended

Oct. 02, 2011

Debt and Equity [Abstract]

Debt and Equity

Debt and Equity

Debt

The Wendy’s Restaurants senior secured term loan facility (the “Term Loan”), which is part of the credit agreement entered into in May 2010 and is further described in the Form 10-K, requires prepayments of principal amounts resulting from certain events and on an annual basis from Wendy’s Restaurants excess cash flow as defined under the Term Loan. An excess cash flow payment for fiscal 2010 of $24,874 was paid in the first quarter of 2011. Wendy’s Restaurants was not required to utilize any portion of the proceeds from the sale of Arby’s described in Note 2 as a Term Loan prepayment.

In the second quarter of 2010 the Companies recognized a loss on early extinguishment of debt of $26,197 related to the repayment of debt from the proceeds of the Term Loan as discussed above. This loss consisted of (1) a $14,953 premium payment required to redeem the Wendy’s 6.25% senior notes, (2) $5,477 for the write-off of the unaccreted discount of the Wendy’s 6.25% senior notes (recorded in connection with the Wendy’s merger), and (3) $5,767 for the write-off of deferred costs associated with the repayment of the Wendy’s Restaurants prior senior secured term loan.

Stockholders’ Equity

(The Wendy’s Company)

The following is a summary of the changes in stockholders’ equity:

	Nine Months Ended
	October 2, 2011			October 3, 2010
Balance, beginning of year	$	2,163,174		$	2,336,339
Comprehensive (loss) income (a)	(6,858		)	14,347
Share-based compensation	13,756			10,519
Exercises of stock options	5,199			1,227
Dividends paid	(24,584		)	(19,260		)
Repurchases of common stock for treasury	(152,681		)	(167,744		)
Other	(653		)	(841		)
Balance, end of the period	$	1,997,353		$	2,174,587

_______________

(a) The following is a summary of the components of comprehensive income, net of income taxes:

	Nine Months Ended
	October 2, 2011			October 3, 2010
Net income	$	5,891		$	6,433
Net change in currency translation adjustment	(12,703		)	7,878
Net unrealized losses on available-for-sale securities	—			(59		)
Change in net unrecognized pension loss	(46		)	95
Other comprehensive (loss) income	(12,749		)	7,914
Comprehensive (loss) income	$	(6,858	)	$	14,347

Invested Equity

(Wendy’s Restaurants)

The following is a summary of the changes in invested equity:

	Nine Months Ended
	October 2, 2011			October 3, 2010
Balance, beginning of year	$	1,776,630		$	2,197,907
Comprehensive (loss) income (a)	(90		)	15,061
Share-based compensation	12,973			9,841
Dividends paid to The Wendy’s Company	—			(443,700		)
Other	—			(76		)
Balance, end of the period	$	1,789,513		$	1,779,033

_______________

(a) The following is a summary of the components of comprehensive income, net of income taxes:

	Nine Months Ended
	October 2, 2011			October 3, 2010
Net income	$	12,314		$	7,172
Net change in currency translation adjustment	(12,703		)	7,878
Change in net unrecognized pension loss (b)	299			11
Other comprehensive (loss) income	(12,404		)	7,889
Comprehensive (loss) income	$	(90	)	$	15,061

(b) Includes the reclassification of the change in net unrecognized pension loss related to Arby’s pension liability to a subsidiary of The Wendy’s Company.

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(2) Discontinued Operations Detail of change in guarantees and commitments (Details) (Wendy's Restaurants, LLC [Member], USD $)	Jan. 02, 2011
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Rental payments	$ 958,872
Rental receipts	52,516
Future rental receipts on owned properties	53,907
Pledged assets	2,557,456
Beverage agreements	175,249
Capital expenditures	12,879
Arby’s Restaurant Group, Inc [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Rental payments	729,940
Rental receipts	33,016
Future rental receipts on owned properties	24,985
Pledged assets	325,774
Beverage agreements	52,301
Capital expenditures	$ 5,316

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(8) Income Taxes

9 Months Ended

Oct. 02, 2011

Income Taxes [Abstract]

Income Taxes

Income Taxes

The Company’s effective tax rate for the three months ended October 2, 2011 and effective tax rate benefit for the three months ended October 3, 2010 was 41.0% and 91.2%, respectively. Wendy’s Restaurants effective tax rate for the three months ended October 2, 2011 and effective tax rate benefit for the three months ended October 3, 2010 was 39.6% and 108.2%, respectively. The Companies’ effective tax rates vary from the U.S. federal statutory rate of 35% due to the effect of (1) state income taxes, net of federal income tax benefit, (2) tax credits, (3) adjustments related to prior year tax matters, and (4) the tax benefit of foreign tax credits, net of the tax on foreign earnings resulting from the repatriation of foreign earnings during the third quarter of 2010.

The Company’s effective tax rate for the nine months ended October 2, 2011 and effective tax rate benefit for the nine months ended October 3, 2010 was 40.3% and 44.0%, respectively. Wendy’s Restaurants effective tax rate for the nine months ended October 2, 2011 and effective tax rate benefit for the nine months ended October 3, 2010 was 39.2% and 35.7%, respectively. The Companies’ effective tax rates vary from the U.S. federal statutory rate of 35% due to the effect of (1) state income taxes, net of federal income tax benefit, (2) tax credits, (3) adjustments related to prior year tax matters, (4) the tax benefit of foreign tax credits, net of the tax on foreign earnings resulting from the repatriation of foreign earnings during the third quarter of 2010, and (5) a reduction in our state valuation allowances in 2010.

There were no significant changes to unrecognized tax benefits or related interest and penalties for either the Company or Wendy’s Restaurants for the nine month periods ended October 2, 2011 and October 3, 2010. Amounts payable for Federal and certain state income taxes are settled by Wendy’s Restaurants to The Wendy’s Company under a tax sharing agreement. During the nine months ended October 2, 2011 and October 3, 2010, Wendy’s Restaurants made tax sharing payments to The Wendy’s Company of $13,078 and $0, respectively.

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(16) Guarantor/Non-Guarantor Balance Sheets (Details) (Wendy's Restaurants, LLC [Member], USD $) In Thousands	Oct. 02, 2011	Jan. 02, 2011	Oct. 03, 2010	Jan. 02, 2010
Current assets:
Cash and cash equivalents at end of period	$ 345,517	$ 198,686	$ 196,592	$ 538,864
Accounts and notes receivable	70,808	83,352
Inventories	12,508	22,694
Prepaid expenses and other current assets	23,385	24,032
Deferred income tax benefit	59,758	45,067
Advertising funds restricted assets	72,116	76,553
Total current assets	584,092	450,384
Noncurrent assets
Properties	1,152,617	1,541,853
Goodwill	872,978	888,921
Other intangible assets	1,309,204	1,358,574
Investments	114,609	102,406
Deferred costs and other assets	67,879	74,559
Net investment in subsidiaries	0	0
Deferred income tax benefit	0	0
Due from affiliate	0	0
Total assets	4,101,379	4,416,697
Current liabilities:
Current portion of long-term debt	6,651	17,047
Accounts payable	69,157	81,148
Accrued expenses and other current liabilities	193,510	244,300
Advertising fund restricted liabilities	72,116	76,553
Total current liabilities	341,434	419,048
Noncurrent liabilities
Long-term debt	1,338,490	1,542,684
Due to affiliates	19,401	30,808
Deferred income	13,137	11,460
Deferred income taxes	502,598	478,472
Other liabilities	96,806	157,595
Invested equity:
Member interest, $0.01 par value, 1,000 shares authorized, one share issued and outstanding	0	0
Other capital	2,436,432	2,423,459
(Accumulated deficit) retained earnings	(487,186)	(499,500)
Advances to The Wendy’s Company	(155,000)	(155,000)
Accumulated other comprehensive (loss) income	(4,733)	7,671
Total stockholders’ equity	1,789,513	1,776,630
Total liabilities and invested equity	4,101,379	4,416,697
Parent [Member]
Current assets:
Cash and cash equivalents at end of period	142,319	79,355	128,494	237,607
Accounts and notes receivable	4,841	320
Inventories	0	0
Prepaid expenses and other current assets	4,809	3,900
Deferred income tax benefit	37,781	17,634
Advertising funds restricted assets	0	0
Total current assets	189,750	101,209
Noncurrent assets
Properties	11,395	13,748
Goodwill	0	0
Other intangible assets	18,480	21,453
Investments	19,000	0
Deferred costs and other assets	27,871	32,610
Net investment in subsidiaries	2,479,879	2,559,526
Deferred income tax benefit	54,877	86,423
Due from affiliate	67,705	59,618
Total assets	2,868,957	2,874,587
Current liabilities:
Current portion of long-term debt	5,465	5,228
Accounts payable	12,262	4,624
Accrued expenses and other current liabilities	40,279	38,871
Advertising fund restricted liabilities	0	0
Total current liabilities	58,006	48,723
Noncurrent liabilities
Long-term debt	1,016,888	1,043,623
Due to affiliates	0	0
Deferred income	0	0
Deferred income taxes	0	0
Other liabilities	4,550	5,611
Invested equity:
Member interest, $0.01 par value, 1,000 shares authorized, one share issued and outstanding	0	0
Other capital	2,436,432	2,423,459
(Accumulated deficit) retained earnings	(487,186)	(499,500)
Advances to The Wendy’s Company	(155,000)	(155,000)
Accumulated other comprehensive (loss) income	(4,733)	7,671
Total stockholders’ equity	1,789,513	1,776,630
Total liabilities and invested equity	2,868,957	2,874,587
Guarantor Subsidiaries [Member]
Current assets:
Cash and cash equivalents at end of period	160,985	53,810	38,519	255,230
Accounts and notes receivable	62,437	61,508
Inventories	11,525	12,522
Prepaid expenses and other current assets	17,339	12,434
Deferred income tax benefit	20,927	20,926
Advertising funds restricted assets	0	0
Total current assets	273,213	161,200
Noncurrent assets
Properties	1,087,765	1,084,546
Goodwill	826,962	823,539
Other intangible assets	1,266,698	1,285,615
Investments	0	0
Deferred costs and other assets	39,760	32,384
Net investment in subsidiaries	242,444	381,828
Deferred income tax benefit	0	0
Due from affiliate	0	0
Total assets	3,736,842	3,769,112
Current liabilities:
Current portion of long-term debt	915	687
Accounts payable	50,552	52,242
Accrued expenses and other current liabilities	144,004	128,089
Advertising fund restricted liabilities	0	0
Total current liabilities	195,471	181,018
Noncurrent liabilities
Long-term debt	318,136	310,339
Due to affiliates	83,489	60,653
Deferred income	12,765	6,291
Deferred income taxes	541,504	541,800
Other liabilities	84,123	86,993
Invested equity:
Member interest, $0.01 par value, 1,000 shares authorized, one share issued and outstanding	0	0
Other capital	2,417,177	3,244,488
(Accumulated deficit) retained earnings	243,910	(515,141)
Advances to The Wendy’s Company	(155,000)	(155,000)
Accumulated other comprehensive (loss) income	(4,733)	7,671
Total stockholders’ equity	2,501,354	2,582,018
Total liabilities and invested equity	3,736,842	3,769,112
Non-Guarantor Subsidiaries [Member]
Current assets:
Cash and cash equivalents at end of period	42,213	65,521	29,579	46,027
Accounts and notes receivable	3,530	21,524
Inventories	983	10,172
Prepaid expenses and other current assets	1,237	7,698
Deferred income tax benefit	1,050	6,507
Advertising funds restricted assets	72,116	76,553
Total current assets	121,129	187,975
Noncurrent assets
Properties	53,457	443,559
Goodwill	46,016	65,382
Other intangible assets	24,026	51,506
Investments	95,609	102,406
Deferred costs and other assets	248	9,565
Net investment in subsidiaries	0	0
Deferred income tax benefit	0	0
Due from affiliate	0	0
Total assets	340,485	860,393
Current liabilities:
Current portion of long-term debt	271	11,132
Accounts payable	6,343	24,282
Accrued expenses and other current liabilities	9,227	77,340
Advertising fund restricted liabilities	72,116	76,553
Total current liabilities	87,957	189,307
Noncurrent liabilities
Long-term debt	3,466	188,722
Due to affiliates	3,617	29,773
Deferred income	372	5,169
Deferred income taxes	15,971	23,095
Other liabilities	8,133	64,991
Invested equity:
Member interest, $0.01 par value, 1,000 shares authorized, one share issued and outstanding	0	0
Other capital	197,630	1,077,762
(Accumulated deficit) retained earnings	28,072	(726,097)
Advances to The Wendy’s Company	0	0
Accumulated other comprehensive (loss) income	(4,733)	7,671
Total stockholders’ equity	220,969	359,336
Total liabilities and invested equity	340,485	860,393
Consolidation, Eliminations [Member]
Current assets:
Cash and cash equivalents at end of period	0	0	0	0
Accounts and notes receivable	0	0
Inventories	0	0
Prepaid expenses and other current assets	0	0
Deferred income tax benefit	0	0
Advertising funds restricted assets	0	0
Total current assets	0	0
Noncurrent assets
Properties	0	0
Goodwill	0	0
Other intangible assets	0	0
Investments	0	0
Deferred costs and other assets	0	0
Net investment in subsidiaries	(2,722,323)	(2,941,354)
Deferred income tax benefit	(54,877)	(86,423)
Due from affiliate	(67,705)	(59,618)
Total assets	(2,844,905)	(3,087,395)
Current liabilities:
Current portion of long-term debt	0	0
Accounts payable	0	0
Accrued expenses and other current liabilities	0	0
Advertising fund restricted liabilities	0	0
Total current liabilities	0	0
Noncurrent liabilities
Long-term debt	0	0
Due to affiliates	(67,705)	(59,618)
Deferred income	0	0
Deferred income taxes	(54,877)	(86,423)
Other liabilities	0	0
Invested equity:
Member interest, $0.01 par value, 1,000 shares authorized, one share issued and outstanding	0	0
Other capital	(2,614,807)	(4,322,250)
(Accumulated deficit) retained earnings	(271,982)	1,241,238
Advances to The Wendy’s Company	155,000	155,000
Accumulated other comprehensive (loss) income	9,466	(15,342)
Total stockholders’ equity	(2,722,323)	(2,941,354)
Total liabilities and invested equity	$ (2,844,905)	$ (3,087,395)

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(1) Basis of Presentation

9 Months Ended

Oct. 02, 2011

Basis of Presentation [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements (the “Financial Statements”) of The Wendy’s Company (“The Wendy’s Company” and, together with its subsidiaries, the “Company”) and Wendy’s Restaurants, LLC (“Wendy’s Restaurants”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and, therefore, do not include all information and footnotes required by GAAP for complete financial statements. In our opinion, the Financial Statements contain all adjustments necessary to present fairly our financial position as of October 2, 2011 and the results of our operations for the three months and nine months ended October 2, 2011 and October 3, 2010 and our cash flows for the nine months ended October 2, 2011 and October 3, 2010. The results of operations for the three months and nine months ended October 2, 2011 are not necessarily indicative of the results to be expected for the full 2011 fiscal year. These Financial Statements should be read in conjunction with the audited consolidated financial statements for The Wendy’s Company and Wendy’s Restaurants, and combined notes thereto, included in our Annual Report on Form 10-K for the fiscal year ended January 2, 2011 (the “Form 10-K”).

On July 5, 2011, and as a result of the sale of Arby’s Restaurant Group, Inc. (“Arby’s”) discussed in Note 2, Wendy’s/Arby’s Group, Inc. changed its name to The Wendy’s Company and Wendy’s/Arby’s Restaurants, LLC, a 100% owned subsidiary of The Wendy’s Company, changed its name to Wendy’s Restaurants.

The Wendy’s Company and Wendy’s Restaurants (together, the “Companies”) manage and internally report their business in one segment: the operation and franchising of Wendy’s^® restaurants through a wholly owned subsidiary Wendy’s International, Inc. (“Wendy’s”), including its wholesale bakery operations. References herein to The Wendy’s Company corporate (“Corporate”) represent The Wendy’s Company parent company only functions and their effect on the Company’s consolidated results of operations and financial condition.

We report on a fiscal year consisting of 52 or 53 weeks ending on the Sunday closest to December 31. All three month and nine month periods presented herein contain 13 weeks and 39 weeks, respectively. All references to years and quarters relate to fiscal periods rather than calendar periods.

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(4) DFR Notes

9 Months Ended

Oct. 02, 2011

DFR Notes [Abstract]

DFR Notes

DFR Notes

(The Wendy’s Company)

On June 9, 2010, pursuant to a March 2010 agreement between the Company and Deerfield Capital Corp. (“DFR”), we received cash proceeds of $31,330, including interest, in consideration for the repayment and cancellation of the series A senior notes (the “DFR Notes”) we received in December 2007 in connection with the sale of Deerfield & Company (the “Deerfield Sale”) to DFR. Additional information on the DFR Notes and the Deerfield Sale is discussed in the Form 10-K. The proceeds represented 64.1% of the $47,986 aggregate principal amount of the DFR Notes.

During the fourth quarter of 2008, we recognized an allowance for collectability of $21,227 to reduce the then carrying amount of the notes to $24,983. As a result, we recognized income of $4,909 during the nine months ended October 3, 2010, as the repayment proceeds exceeded the carrying value of the DFR Notes. This gain is included in “Investment income, net.”

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(6) Fair Value of Financial Instruments Derivative Instruments (Details) (USD $) In Thousands						3 Months Ended	9 Months Ended		3 Months Ended		9 Months Ended
	Oct. 02, 2011 The Wendy's Company [Member] Debt Instrument 3 [Member] Portion at Fair Value, Fair Value Disclosure [Member] Interest Rate Swap [Member] Designated as Hedging Instrument [Member] Fair Value Hedging [Member]		Oct. 02, 2011 Wendy's Restaurants, LLC [Member] Debt Instrument 3 [Member] Portion at Fair Value, Fair Value Disclosure [Member] Interest Rate Swap [Member] Designated as Hedging Instrument [Member] Fair Value Hedging [Member]		Jan. 02, 2011 Wendy's Restaurants, LLC [Member] Debt Instrument 3 [Member] Portion at Fair Value, Fair Value Disclosure [Member] Interest Rate Swap [Member] Designated as Hedging Instrument [Member] Fair Value Hedging [Member]	Oct. 02, 2011 Wendy's Restaurants, LLC [Member] Debt Instrument 3 [Member] Interest Rate Swap [Member]	Oct. 02, 2011 Wendy's Restaurants, LLC [Member] Debt Instrument 3 [Member] Interest Rate Swap [Member]	Jul. 04, 2010 Wendy's Restaurants, LLC [Member] Debt Instrument 9 [Member]	Oct. 03, 2010 Interest Rate Swap [Member] Debt Instrument 9 [Member]	Oct. 03, 2010 Wendy's Restaurants, LLC [Member] Interest Rate Swap [Member]	Oct. 03, 2010 Wendy's Restaurants, LLC [Member] Interest Rate Swap [Member]
Derivatives, Fair Value [Line Items]
Notional amount of interest rate swaps						$ 225,000	$ 225,000	$ 175,000
Fair value of interest rate swaps	13,014	[1]	13,014	[1]	9,623
Interest income on interest rate swaps						1,402	4,250			1,320	6,396
Gain on cancellation of interest rate swaps									$ 1,875

[1] The fair values were based on information provided by the bank counterparties that is model-driven and whose inputs were observable or whose significant value drivers were observable.

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(2) Discontinued Operations (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended				9 Months Ended		3 Months Ended		9 Months Ended		3 Months Ended		0 Months Ended	3 Months Ended		9 Months Ended				3 Months Ended		9 Months Ended		3 Months Ended
	Oct. 02, 2011 Wendy's Restaurants, LLC [Member] Other income tax expense (benefit) [Member]	Oct. 02, 2011 Wendy's Restaurants, LLC [Member] Permanent tax difference related to goodwill [Member]	Oct. 02, 2011 Wendy's Restaurants, LLC [Member]	Jul. 03, 2011 Wendy's Restaurants, LLC [Member]	Oct. 02, 2011 Wendy's Restaurants, LLC [Member]	Oct. 03, 2010 Wendy's Restaurants, LLC [Member]	Oct. 02, 2011 Wendy's Restaurants, LLC [Member] Segment, Discontinued Operations [Member]	Oct. 03, 2010 Wendy's Restaurants, LLC [Member] Segment, Discontinued Operations [Member]	Oct. 02, 2011 Wendy's Restaurants, LLC [Member] Segment, Discontinued Operations [Member]	Oct. 03, 2010 Wendy's Restaurants, LLC [Member] Segment, Discontinued Operations [Member]	Oct. 02, 2011 Wendy's Restaurants, LLC [Member] Segment, Discontinued Operations [Member] Bonus [Member]	Oct. 02, 2011 Wendy's Restaurants, LLC [Member] Segment, Discontinued Operations [Member] Compensation Cost [Member]	Jun. 12, 2011 Wendy's Restaurants, LLC [Member] Arby’s Restaurant Group, Inc [Member]	Oct. 02, 2011 Wendy's Restaurants, LLC [Member] Arby’s Restaurant Group, Inc [Member]	Oct. 03, 2010 Wendy's Restaurants, LLC [Member] Arby’s Restaurant Group, Inc [Member]	Oct. 02, 2011 Wendy's Restaurants, LLC [Member] Arby’s Restaurant Group, Inc [Member]	Oct. 03, 2010 Wendy's Restaurants, LLC [Member] Arby’s Restaurant Group, Inc [Member]	Oct. 02, 2011 The Wendy's Company [Member]	Oct. 03, 2010 The Wendy's Company [Member]	Oct. 02, 2011 The Wendy's Company [Member] Segment, Discontinued Operations [Member]	Oct. 03, 2010 The Wendy's Company [Member] Segment, Discontinued Operations [Member]	Oct. 02, 2011 The Wendy's Company [Member] Segment, Discontinued Operations [Member]	Oct. 03, 2010 The Wendy's Company [Member] Segment, Discontinued Operations [Member]	Oct. 02, 2011 The Wendy's Company [Member] Arby’s Restaurant Group, Inc [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Date of disposal														7/4/2011		7/4/2011
Percentage of stock divested														100.00%		100.00%
Proceeds from divestiture of businesses														$ 130,000
Proceeds from divestiture of business, percentage of buyer stock received														18.50%		18.50%
Indirect investment in Arby's					19,000	0										19,000		19,000	0
Debt assumed by buyer														190,000		190,000
Date of execution of purchase and sale agreement													Jun. 13, 2011
Discontinued operation, tax loss on disposal of discontinued operation																								240,000
Revenues														0	260,506	546,453	782,826
Loss from discontinued operations, net of income taxes:
(Loss) income from discontinued operations before income taxes														(2,287)	(4,549)	1,992	(11,492)
Benefit from (provision for) income taxes														846	4,397	(874)	5,929
(Loss) income on discontinued operations							(1,441)	(152)	1,118	(5,563)				(1,441)	(152)	1,118	(5,563)			(1,441)	(152)	1,118	(5,563)
Loss on disposal, net of income taxes					(8,849)	0	(5,069)	0	(8,849)	0				(5,069)	0	(8,849)	0	(8,849)	0	(5,069)	0	(8,849)	0
Loss from discontinued operations							(6,510)	(152)	(7,731)	(5,563)				(6,510)	(152)	(7,731)	(5,563)			(6,510)	(152)	(7,731)	(5,563)
Sales and use tax liabilities, provision							(2,112)
Transaction related costs											(704)	529
Pre-tax loss on disposal			(723)		5,277
Transaction closing costs					11,500
Post closing purchase price adjustments					14,800
Income tax benefit (expense) on pre-tax loss on disposal	$ (268)	$ (5,524)		$ 2,220	$ (3,572)

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(14) Transaction Related Costs (Details) (Segment, Continuing Operations [Member], USD $) In Thousands	3 Months Ended			9 Months Ended
	Oct. 02, 2011		Oct. 03, 2010	Oct. 02, 2011		Oct. 03, 2010
Wendy's Restaurants, LLC [Member] | Q4 2011 [Member] | Employee retention [Member]
Transaction related costs, expected	$ 214
Wendy's Restaurants, LLC [Member] | Fiscal year 2012 [Member] | Employee retention [Member]
Transaction related costs, expected	45
The Wendy's Company [Member]
Transaction related costs	23,839		0	30,762		0
Wendy's Restaurants, LLC [Member]
Transaction related costs	23,571		0	29,542		0
Wendy's Restaurants, LLC [Member] | Bonus [Member]
Transaction related costs	2,529			2,529
Wendy's Restaurants, LLC [Member] | Terminations costs [Domain]
Transaction related costs	12,568
Wendy's Restaurants, LLC [Member] | Executive severance, required payments [Member]
Transaction related costs	7,987
Wendy's Restaurants, LLC [Member] | Executive severance, vesting of stock awards [Member]
Transaction related costs	4,581
Wendy's Restaurants, LLC [Member] | Termination and severance [Member]
Transaction related costs	14,462			16,208
Wendy's Restaurants, LLC [Member] | Employee retention [Member]
Transaction related costs	5,305	[1]		7,855	[1]
Wendy's Restaurants, LLC [Member] | Relocation [Member]
Transaction related costs	826	[2]		827	[2]
Transaction related costs, expected	1,500
Wendy's Restaurants, LLC [Member] | Other professional fees [Member]
Transaction related costs	368			2,034
Wendy's Restaurants, LLC [Member] | Other [Member]
Transaction related costs	81			89
Corporate [Member] | Employee retention [Member]
Transaction related costs	96			159
Corporate [Member] | Other professional fees [Member]
Transaction related costs	4			845
Corporate [Member] | Other [Member]
Transaction related costs	$ 168			$ 216

[1] The Companies expect to expense retention payments for current Wendy’s Restaurants employees of approximately $214 and $45 during the fourth quarter of 2011 and the first quarter of 2012, respectively.

[2] Compensation costs of $1,500 incurred during the third quarter of 2011 due to the relocation of a corporate executive will be expensed over the three year period following this executive’s relocation in accordance with the terms of the agreement.

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(5) Investment in Joint Ventures

9 Months Ended

Oct. 02, 2011

Investment in Joint Venture with Tim Horton's, Inc [Abstract]

Investment in Joint Ventures

Investment in Joint Ventures

Investment in Joint Venture with Tim Hortons Inc.

Wendy’s is a partner in a Canadian restaurant real estate joint venture (“TimWen”) with Tim Hortons Inc. Wendy’s 50% share of the joint venture is accounted for using the equity method of accounting. Our equity in earnings from TimWen is included in “Other operating expense, net.”

Presented below is an unaudited summary of activity related to our portion of TimWen included in our condensed consolidated balance sheets and condensed consolidated statements of operations:

	Nine Months Ended
	October 2, 2011			October 3, 2010
Balance at beginning of period (a)	$	98,631		$	97,476
Equity in earnings for the period	10,258			9,309
Amortization of purchase price adjustments	(2,170		)	(2,182		)
	8,088			7,127
Distributions received	(10,784		)	(9,718		)
Currency translation adjustment included in “Comprehensive    income”	(5,050		)	3,465
Balance at end of period (a)	$	90,885		$	98,350
_____________________
(a) Included in “Investments.”

Presented below is a summary of unaudited financial information of TimWen as of and for the nine months ended October 2, 2011 and October 3, 2010, respectively, in Canadian dollars. The summary balance sheet financial information does not distinguish between current and long-term assets and liabilities:

	October 2, 2011		October 3, 2010
Balance sheet information:
Properties	C$	76,158	C$	80,011
Cash and cash equivalents	2,644		2,315
Accounts receivable	4,418		3,941
Other	2,628		3,011
	C$	85,848	C$	89,278
Accounts payable and accrued liabilities	C$	1,541	C$	1,418
Other liabilities	8,975		8,844
Partners’ equity	75,332		79,016
	C$	85,848	C$	89,278

	Nine Months Ended
	October 2, 2011		October 3, 2010
Income statement information:
Revenues	C$	29,131	C$	28,620
Income before income taxes and net income	20,404		19,064

Investment in Joint Venture in Japan

During the second quarter of 2011, Wendy’s entered into a joint venture for the operation of Wendy’s restaurants in Japan (the “Japan JV”). Wendy’s 49% share of the joint venture is accounted for using the equity method of accounting. The Japan JV expects to open its first restaurant before the end of 2011.

As of October 2, 2011, the carrying value of our investment in the Japan JV was $912, which is included in “Investments.” For the nine months ended October 2, 2011, we recognized a loss of $271 which is included in “Other operating expense, net.”

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(8) Income Taxes (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Oct. 02, 2011	Oct. 03, 2010	Oct. 02, 2011	Oct. 03, 2010
U.S. federal statutory rate	35.00%		35.00%
The Wendy's Company [Member]
Effective tax rate	41.00%	(91.20%)	40.30%	(44.00%)
Wendy's Restaurants, LLC [Member]
Effective tax rate	39.60%	(108.20%)	39.20%	(35.70%)
Tax sharing payment to parent			$ 13,078	$ 0

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(12) Transactions with Related Parties (Tables)

9 Months Ended

Oct. 02, 2011

Transactions with Related Parties [Abstract]

Schedule of Related Party Transactions by Related Party [Table Text Block]

	Nine Months Ended
	October 2, 2011		October 3, 2010
Dividends paid (g)	$	—	$	443,700
Other transactions:
Payments for Federal and state income tax (h)	13,078		—
Share-based compensation (i)	10,917		9,841
Expense under management service agreements (j)	2,521		3,763

_____________________

(g) Wendy’s Restaurants paid cash dividends to The Wendy’s Company which were charged to “Invested equity.”

(h) Wendy’s Restaurants made cash payments to The Wendy’s Company under a tax sharing agreement, as discussed in Note 8.

(i) Wendy’s Restaurants incurs share based compensation costs for The Wendy’s Company Common Stock awards issued to certain employees under The Wendy’s Company various equity plans. Such compensation cost is allocated by The Wendy’s Company to Wendy’s Restaurants and is correspondingly recorded as capital contributions from The Wendy’s Company.

(j) Wendy’s Restaurants incurred $2,521 and $3,763 for management services during the first nine months of 2011 and 2010, respectively. Such fees were included in “General and administrative” and were settled through Wendy’s Restaurants’ intercompany account with The Wendy’s Company. Effective upon the sale of Arby’s, the agreement for such management services was terminated.

	Nine Months Ended
	October 2, 2011			October 3, 2010
SSG agreement (a)	$	(2,275	)	$	4,900
Subleases with related parties (b)	(157		)	(100		)
Advisory fees (c)	—			2,465
(The Wendy’s Company)
Advisory fees (c)	$	500		$	750
Sublease income (d)	(1,225		)	(1,228		)
Use of corporate aircraft (e)	(100		)	(90		)
Liquidation services agreement (f)	220			331

___________________

Transactions with Purchasing Cooperatives

(a) As agreed by its board of directors in March 2011, effective April 2011 the activities of Strategic Sourcing Group Co-op, LLC (“SSG”) were transferred to the Wendy’s independent purchasing cooperative, Quality Supply Chain Co-op (“QSCC”), and Arby’s independent purchasing cooperative (“ARCOP”), which, following the sale of Arby’s, is no longer a related party. Wendy’s Restaurants had committed to pay approximately $5,145 of SSG expenses, of which $4,900 was expensed in the first quarter of 2010, and was to be paid over a 24 month period through March 2012. During the first quarter of 2011, the remaining accrued commitment of $2,275 was reversed and credited to “General and administrative.”

(b) Wendy’s and QSCC entered into a sublease amendment, effective January 1, 2011, which increased the office space subleased to QSCC to 14,333 square feet for a one year period for a revised annual base rental of $176 with five one-year renewal options. On July 5, 2011, QSCC renewed the lease for a one year period ending December 31, 2012.

The Companies received $23 and $16 of sublease income from SSG and $134 and $84 of sublease income from QSCC during the first nine months of 2011 and 2010, respectively.

Transactions with the Management Company

(c) The Companies paid approximately $2,465 in the second quarter of 2010 in fees for corporate finance advisory services in connection with the negotiation and execution of the Wendy’s Restaurants credit agreement.

In addition, The Wendy’s Company incurred service fees of $500 and $750 in the first nine months of 2011 and 2010, respectively, which are included in “General and administrative.”

These fees were paid to a management company (the “Management Company”) which was formed by our Chairman, who was our former Chief Executive Officer, and our Vice Chairman, who was our former President and Chief Operating Officer, and a director, who was our former Vice Chairman, in connection with a services agreement which expired on June 30, 2011.

(d) The Wendy’s Company recognized income of $1,225 and $1,228 from the Management Company under subleases, which expire in May 2012, for office space on two of the floors of the Company’s former New York headquarters for the first nine months of 2011 and 2010, respectively, which has been recorded as a reduction of “General and administrative.”

(e) On June 29, 2011, The Wendy’s Company and TASCO, LLC, an affiliate of the Management Company, entered into an agreement to extend an aircraft lease agreement for an additional one year period (expiring on June 30, 2012) for an increased monthly rent of $13. Under the extended lease agreement, TASCO, LLC continues to be responsible for operating costs related to the aircraft’s usage. The Wendy’s Company received lease income of $100 and $90 in the first nine months of 2011 and 2010, respectively, which is included as an offset to “General and administrative.” 

We intend to dispose of the Company-owned aircraft leased under the lease agreement discussed above as soon as practicable. As of October 2, 2011, the aircraft has a carrying value that approximates its fair value, is classified as held-for-sale, and is included in “Prepaid expenses and other current assets.”

(f) The Wendy’s Company paid the Management Company a fee of $900 in two installments in June 2009 and 2010, which was deferred and amortized through its June 30, 2011 expiration date for assistance in the sale, liquidation, or other disposition of certain of our investments. Related amortization of $220 and $331 was recorded in “General and administrative” in the first nine months of 2011 and 2010, respectively.

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(3) Acquisitions and Dispositions (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Oct. 02, 2011	Oct. 03, 2010
Wendy's Restaurants, LLC [Member]
Significant Acquisitions and Disposals [Line Items]
Acquisition, cash paid	$ 6,613	$ 0
Proceeds from dispositions	3,799	4,394
Wendy's Restaurants, LLC [Member] | Segment, Continuing Operations [Member]
Significant Acquisitions and Disposals [Line Items]
Proceeds from dispositions	2,865	2,174
Proceeds from the sale of franchise units	1,125	821
Significant changes, franchises sold	3	2
Proceeds from the sale of surplus property	899	1,123
Proceeds from other dispositions	841	230
Gain (loss) on dispositions	744	1,292
Wendy's Restaurants, LLC [Member] | Franchised Units [Member]
Significant Acquisitions and Disposals [Line Items]
Significant changes, franchises purchased during period	4
Segment, Continuing Operations [Member] | Franchised Units [Member]
Significant Acquisitions and Disposals [Line Items]
Significant changes, franchises purchased during period	9
Number of acquisitions	3
Consideration for acquisition before post-closing adjustments	7,673
Acquisition, cash paid	6,613
Acquisition, cash acquired	55
Acquisition, note payable issued	1,060
Business acquisition, purchase price allocation, goodwill amount	$ 3,689

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(7) Impairment of Long-Lived Assets (Details) (USD $) In Thousands	3 Months Ended		9 Months Ended
	Oct. 02, 2011	Oct. 03, 2010	Oct. 02, 2011	Oct. 03, 2010
Wendy's Restaurants, LLC [Member] | Arby’s Restaurant Group, Inc [Member]
Impaired Long-Lived Assets Held and Used [Line Items]
Impairment of long-lived assets		$ 6,488		$ 20,021
Wendy's Restaurants, LLC [Member]
Impaired Long-Lived Assets Held and Used [Line Items]
Impairment of long-lived assets			9,820	41,424
Wendy's International, Inc. [Member]
Impaired Long-Lived Assets Held and Used [Line Items]
Impairment of long-lived assets	0	20,921	8,262	21,403
Wendy's International, Inc. [Member] | Properties [Member]
Impaired Long-Lived Assets Held and Used [Line Items]
Impairment of long-lived assets, Properties	0	17,373	6,449	17,448
Wendy's International, Inc. [Member] | Intangible Assets [Member]
Impaired Long-Lived Assets Held and Used [Line Items]
Impairment of intangible assets, finite-lived	$ 0	$ 3,548	$ 1,813	$ 3,955

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(16) Guarantor/Non-Guarantor (Tables)

9 Months Ended

Oct. 02, 2011

Guarantor Non-Guarantor [Abstract]

Schedule of Condensed Consolidated Balance Sheet, Guarantor, Non Guarantor [Table Text Block] [Table Text Block]

				Guarantor			Non-guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Total
ASSETS
Current assets:
Cash and cash equivalents	$	79,355		$	53,810		$	65,521		$	—		$	198,686
Accounts and notes receivable	320			61,508			21,524			—			83,352
Inventories	—			12,522			10,172			—			22,694
Prepaid expenses and other current assets	3,900			12,434			7,698			—			24,032
Deferred income tax benefit	17,634			20,926			6,507			—			45,067
Advertising funds restricted assets	—			—			76,553			—			76,553
Total current assets	101,209			161,200			187,975			—			450,384
Properties	13,748			1,084,546			443,559			—			1,541,853
Goodwill	—			823,539			65,382			—			888,921
Other intangible assets	21,453			1,285,615			51,506			—			1,358,574
Investments	—			—			102,406			—			102,406
Deferred costs and other assets	32,610			32,384			9,565			—			74,559
Net investment in subsidiaries	2,559,526			381,828			—			(2,941,354		)	—
Deferred income tax benefit	86,423			—			—			(86,423		)	—
Due from affiliate	59,618			—			—			(59,618		)	—
Total assets	$	2,874,587		$	3,769,112		$	860,393		$	(3,087,395	)	$	4,416,697
LIABILITIES AND INVESTED EQUITY
Current liabilities:
Current portion of long-term debt	$	5,228		$	687		$	11,132		$	—		$	17,047
Accounts payable	4,624			52,242			24,282			—			81,148
Accrued expenses and other current liabilities	38,871			128,089			77,340			—			244,300
Advertising funds restricted liabilities	—			—			76,553			—			76,553
Total current liabilities	48,723			181,018			189,307			—			419,048
Long-term debt	1,043,623			310,339			188,722			—			1,542,684
Due to affiliates	—			60,653			29,773			(59,618		)	30,808
Deferred income	—			6,291			5,169			—			11,460
Deferred income taxes	—			541,800			23,095			(86,423		)	478,472
Other liabilities	5,611			86,993			64,991			—			157,595
Invested equity:
Member interest, $0.01 par value; 1,000 shares authorized, one share issued and outstanding	—			—			—			—			—
Other capital	2,423,459			3,244,488			1,077,762			(4,322,250		)	2,423,459
Accumulated deficit	(499,500		)	(515,141		)	(726,097		)	1,241,238			(499,500		)
Advances to The Wendy’s Company	(155,000		)	(155,000		)	—			155,000			(155,000		)
Accumulated other comprehensive income	7,671			7,671			7,671			(15,342		)	7,671
Total invested equity	1,776,630			2,582,018			359,336			(2,941,354		)	1,776,630
Total liabilities and invested equity	$	2,874,587		$	3,769,112		$	860,393		$	(3,087,395	)	$	4,416,697

				Guarantor			Non-guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Total
ASSETS
Current assets:
Cash and cash equivalents	$	142,319		$	160,985		$	42,213		$	—		$	345,517
Accounts and notes receivable	4,841			62,437			3,530			—			70,808
Inventories	—			11,525			983			—			12,508
Prepaid expenses and other current assets	4,809			17,339			1,237			—			23,385
Deferred income tax benefit	37,781			20,927			1,050			—			59,758
Advertising funds restricted assets	—			—			72,116			—			72,116
Total current assets	189,750			273,213			121,129			—			584,092
Properties	11,395			1,087,765			53,457			—			1,152,617
Goodwill	—			826,962			46,016			—			872,978
Other intangible assets	18,480			1,266,698			24,026			—			1,309,204
Investments	19,000			—			95,609			—			114,609
Deferred costs and other assets	27,871			39,760			248			—			67,879
Net investment in subsidiaries	2,479,879			242,444			—			(2,722,323		)	—
Deferred income tax benefit	54,877			—			—			(54,877		)	—
Due from affiliate	67,705			—			—			(67,705		)	—
Total assets	$	2,868,957		$	3,736,842		$	340,485		$	(2,844,905	)	$	4,101,379
LIABILITIES AND INVESTED EQUITY
Current liabilities:
Current portion of long-term debt	$	5,465		$	915		$	271		$	—		$	6,651
Accounts payable	12,262			50,552			6,343			—			69,157
Accrued expenses and other current liabilities	40,279			144,004			9,227			—			193,510
Advertising funds restricted liabilities	—			—			72,116			—			72,116
Total current liabilities	58,006			195,471			87,957			—			341,434
Long-term debt	1,016,888			318,136			3,466			—			1,338,490
Due to affiliates	—			83,489			3,617			(67,705		)	19,401
Deferred income	—			12,765			372			—			13,137
Deferred income taxes	—			541,504			15,971			(54,877		)	502,598
Other liabilities	4,550			84,123			8,133			—			96,806
Invested equity:
Member interest, $0.01 par value; 1,000 shares authorized, one share issued and outstanding	—			—			—			—			—
Other capital	2,436,432			2,417,177			197,630			(2,614,807		)	2,436,432
(Accumulated deficit) retained earnings	(487,186		)	243,910			28,072			(271,982		)	(487,186		)
Advances to The Wendy’s Company	(155,000		)	(155,000		)	—			155,000			(155,000		)
Accumulated other comprehensive loss	(4,733		)	(4,733		)	(4,733		)	9,466			(4,733		)
Total invested equity	1,789,513			2,501,354			220,969			(2,722,323		)	1,789,513
Total liabilities and invested equity	$	2,868,957		$	3,736,842		$	340,485		$	(2,844,905	)	$	4,101,379

Schedule of Condensed Consolidated Statement of Operations, Guarantor, Non Guarantor [Table Text Block] [Table Text Block]

				Guarantor			Non-guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Total
Revenues:
Sales	$	—		$	1,409,928		$	178,207		$	(87	)	$	1,588,048
Franchise revenues	—			213,772			14,534			(14		)	228,292
	—			1,623,700			192,741			(101		)	1,816,340
Costs and expenses:
Cost of sales	—			1,205,511			156,158			—			1,361,669
General and administrative	11,251			170,808			25,314			—			207,373
Transaction related costs	29,542			—			—			—			29,542
Depreciation and amortization	7,886			74,572			7,932			—			90,390
Impairment of long-lived assets	—			7,890			372			—			8,262
Other operating expense (income), net	—			8,223			(6,641		)	—			1,582
	48,679			1,467,004			183,135			—			1,698,818
Operating (loss) profit	(48,679		)	156,696			9,606			(101		)	117,522
Interest expense	(67,758		)	(17,103		)	(393		)	—			(85,254		)
Other income (expense), net	136			12,291			(11,724		)	—			703
Equity in income (loss) of subsidiaries	89,796			(5,275		)	—			(84,521		)	—
(Loss) income from continuing operations  before income taxes	(26,505		)	146,609			(2,511		)	(84,622		)	32,971
Benefit from (provision for) income taxes	47,668			(57,830		)	(2,764		)	—			(12,926		)
Income (loss) from continuing operations	21,163			88,779			(5,275		)	(84,622		)	20,045
Discontinued operations:
Income from discontinued operations, net      of income taxes	—			—			1,017			101			1,118
Loss on disposal of discontinued operations, net      of income taxes	(8,849		)	—			—			—			(8,849		)
(Loss) income from discontinued operations,      net of income taxes	(8,849		)	—			1,017			101			(7,731		)
Net income (loss)	$	12,314		$	88,779		$	(4,258	)	$	(84,521	)	$	12,314

				Guarantor			Non-guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Total
Revenues:
Sales	$	—		$	467,668		$	57,414		$	—		$	525,082
Franchise revenues	—			70,706			4,947			(27		)	75,626
	—			538,374			62,361			(27		)	600,708
Costs and expenses:
Cost of sales	—			402,988			48,331			—			451,319
General and administrative	—			62,739			9,621			—			72,360
Depreciation and amortization	3,116			26,397			2,661			—			32,174
Impairment of long-lived assets	—			17,213			3,708			—			20,921
Other operating expense (income), net	—			3,171			(1,618		)	—			1,553
	3,116			512,508			62,703			—			578,327
Operating (loss) profit	(3,116		)	25,866			(342		)	(27		)	22,381
Interest expense	(22,641		)	(6,000		)	(214		)	—			(28,855		)
Other income (expense), net	—			4,146			(3,912		)	—			234
Equity in income (loss) of subsidiaries	10,850			(9,395		)	—			(1,455		)	—
(Loss) income from continuing operations  before income taxes	(14,907		)	14,617			(4,468		)	(1,482		)	(6,240		)
Benefit from (provision for) income taxes	15,264			(3,588		)	(4,927		)	—			6,749
Income (loss) from continuing operations	357			11,029			(9,395		)	(1,482		)	509
Discontinued operations:
Loss from discontinued operations, net of income taxes	—			—			(179		)	27			(152		)
Net income (loss)	$	357		$	11,029		$	(9,574	)	$	(1,455	)	$	357

				Guarantor			Non-guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Total
Revenues:
Sales	$	—		$	1,400,788		$	169,452		$	—		$	1,570,240
Franchise revenues	—			208,415			14,228			(27		)	222,616
	—			1,609,203			183,680			(27		)	1,792,856
Costs and expenses:
Cost of sales	—			1,179,325			145,645			—			1,324,970
General and administrative	—			191,457			33,749			—			225,206
Depreciation and amortization	9,341			77,983			7,731			—			95,055
Impairment of long-lived assets	—			17,695			3,708			—			21,403
Other operating expense (income), net	—			8,315			(5,428		)	—			2,887
	9,341			1,474,775			185,405			—			1,669,521
Operating (loss) profit	(9,341		)	134,428			(1,725		)	(27		)	123,335
Interest expense	(56,263		)	(23,132		)	(9,357		)	—			(88,752		)
Loss on early extinguishment of debt	—			(20,430		)	(5,767		)	—			(26,197		)
Other income (expense), net	157			12,293			(11,451		)	—			999
Equity in income (loss) of subsidiaries	26,830			(38,142		)	—			11,312			—
(Loss) income from continuing operations  before income taxes	(38,617		)	65,017			(28,300		)	11,285			9,385
Benefit from (provision for) income taxes	45,789			(32,597		)	(9,842		)	—			3,350
Income (loss) from continuing operations	7,172			32,420			(38,142		)	11,285			12,735
Discontinued operations:
Loss from discontinued operations, net of income taxes	—			—			(5,590		)	27			(5,563		)
Net income (loss)	$	7,172		$	32,420		$	(43,732	)	$	11,312		$	7,172

				Guarantor			Non-guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Total
Revenues:
Sales	$	—		$	472,289		$	62,236		$	—		$	534,525
Franchise revenues	—			71,735			5,156			—			76,891
	—			544,024			67,392			—			611,416
Costs and expenses:
Cost of sales	—			404,920			53,080			—			458,000
General and administrative	11,251			47,418			4,063			—			62,732
Transaction related costs	25,317			—			(1,746		)	—			23,571
Depreciation and amortization	2,859			25,206			2,693			—			30,758
Other operating expense (income), net	—			2,678			(2,316		)	—			362
	39,427			480,222			55,774			—			575,423
Operating (loss) profit	(39,427		)	63,802			11,618			—			35,993
Interest expense	(22,234		)	(5,822		)	(115		)	—			(28,171		)
Other income (expense), net	136			4,260			(4,095		)	—			301
Equity in income of subsidiaries	42,734			5,377			—			(48,111		)	—
(Loss) income from continuing operations      before income taxes	(18,791		)	67,617			7,408			(48,111		)	8,123
Benefit from (provision for) income taxes	22,260			(23,442		)	(2,031		)	—			(3,213		)
Income from continuing operations	3,469			44,175			5,377			(48,111		)	4,910
Discontinued operations:
Income (loss) from discontinued operations, net      of income taxes	—			—			(1,441		)	—			(1,441		)
Loss on disposal of discontinued operations, net      of income taxes	(5,069		)	—			—			—			(5,069		)
Loss from discontinued operations, net      of income taxes	(5,069		)	—			(1,441		)	—			(6,510		)
Net (loss) income	$	(1,600	)	$	44,175		$	3,936		$	(48,111	)	$	(1,600	)

Schedule of Condensed Consolidated Statement of Cash Flows, Guarantor, Non Guarantor [Table Text Block] [Table Text Block]

				Guarantor			Non-guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Total
Cash flows from operating activities:
Net income (loss)	$	7,172		$	32,420		$	(43,732	)	$	11,312		$	7,172
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Equity in (income) loss from operations of subsidiaries	(26,830		)	38,142			—			(11,312		)	—
Depreciation and amortization	9,341			77,983			48,727			—			136,051
Impairment of long-lived assets	—			17,695			23,729			—			41,424
Accretion of long-term debt	1,229			11,571			213			—			13,013
Write-off and amortization of deferred financing costs	3,133			—			7,245			—			10,378
Net receipt of deferred vendor incentives	—			5,009			5,087			—			10,096
Share-based compensation provision	2,950			4,330			2,561			—			9,841
Distributions received from joint venture	—			—			9,718			—			9,718
Non-cash rent expense (credit)	—			7,227			(75		)	—			7,152
Provision for doubtful accounts	—			2,163			5,423			—			7,586
Tax sharing receipt from (payment to) affiliate, net	32,000			(32,000		)	—			—			—
Tax sharing (receivable from) payable to affiliate, net	(38,855		)	30,182			—			—			(8,673		)
Equity in earnings in joint venture	—			—			(7,127		)	—			(7,127		)
Other operating transactions with affiliates	(734		)	(30,430		)	24,333			—			(6,831		)
Deferred income tax benefit, net	(1,485		)	(3,433		)	—			—			(4,918		)
Other, net	2,527			1,402			(5,660		)	—			(1,731		)
Changes in operating assets and liabilities net:
Accounts and notes receivable	(42		)	3,042			(9,721		)	—			(6,721		)
Inventories	—			570			1,254			—			1,824
Prepaid expenses and other current assets	1,185			(4,077		)	(4,494		)	—			(7,386		)
Accounts payable	712			(3,875		)	(4,126		)	—			(7,289		)
Accrued expenses and other current liabilities	(25,060		)	(9,895		)	2,339			—			(32,616		)
Net cash (used in) provided by operating activities	(32,757		)	148,026			55,694			—			170,963
Cash flows from investing activities:
Capital expenditures	(12,890		)	(40,237		)	(41,609		)	—			(94,736		)
Proceeds from dispositions	—			2,174			2,220			—			4,394
Other, net	—			—			1,369			—			1,369
Net cash used in investing activities	(12,890		)	(38,063		)	(38,020		)	—			(88,973		)
Cash flows from financing activities:
Proceeds from long-term debt	497,500			—			161			—			497,661
Repayments of long-term debt	(1,411		)	(200,551		)	(260,869		)	—			(462,831		)
Dividends paid to The Wendy’s Company	(68,700		)	(361,000		)	(14,000		)	—			(443,700		)
Capital contributions from Parent	(474,569		)	215,000			259,569			—			—
Redemption of preferred stock	—			19,877			(19,877		)	—			—
Deferred financing costs	(16,286		)	—			—			—			(16,286		)
Net cash used in financing activities	(63,466		)	(326,674		)	(35,016		)	—			(425,156		)
Net cash used in operations before effect of exchange rate changes on cash	(109,113		)	(216,711		)	(17,342		)	—			(343,166		)
Effect of exchange rate changes on cash	—			—			894			—			894
Net decrease in cash and cash equivalents	(109,113		)	(216,711		)	(16,448		)	—			(342,272		)
Cash and cash equivalents at beginning of period	237,607			255,230			46,027			—			538,864
Cash and cash equivalents at end of period	$	128,494		$	38,519		$	29,579		$	—		$	196,592

				Guarantor			Non-guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Total
Cash flows from operating activities:
Net income (loss)	$	12,314		$	88,779		$	(4,258	)	$	(84,521	)	$	12,314
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Equity in (income) loss from operations of subsidiaries	(89,796		)	5,275			—			84,521			—
Depreciation and amortization	7,886			74,572			30,045			—			112,503
Net receipt of deferred vendor incentives	—			6,789			7,087			—			13,876
Share-based compensation provision	8,480			3,821			672			—			12,973
Distributions received from joint venture	—			—			10,784			—			10,784
Impairment of long-lived assets	—			7,890			1,930			—			9,820
Loss on disposal of Arby's	8,849			—			—			—			8,849
Deferred income tax provision (benefit), net	8,856			(826		)	570			—			8,600
Non-cash rent expense (credit)	—			6,434			(268		)	—			6,166
Accretion of long-term debt	1,590			4,383			164			—			6,137
Write-off and amortization of deferred financing costs	4,854			—			—			—			4,854
Tax sharing (receivable from) payable to affiliate, net	(57,495		)	59,932			—			—			2,437
(Recovery of) provision for doubtful accounts	—			(319		)	2,323			—			2,004
Tax sharing receipt from (payment to) affiliate, net	36,000			(36,000		)	—			—			—
Other operating transactions with affiliates	58,509			(2,651		)	(60,224		)	—			(4,366		)
Equity in earnings in joint ventures, net	—			—			(7,817		)	—			(7,817		)
Tax sharing payment to The Wendy's Company	(13,078		)	—			—			—			(13,078		)
Other, net	(948		)	2,342			(1,203		)	—			191
Changes in operating assets and liabilities:
Accounts and notes receivable	(806		)	(1,891		)	(3,967		)	—			(6,664		)
Inventories	(6		)	1,031			(1,235		)	—			(210		)
Prepaid expenses and other current assets	(1,727		)	(3,551		)	(3,242		)	—			(8,520		)
Accounts payable	2,370			527			6,063			—			8,960
Accrued expenses and other current liabilities	(6,749		)	9,037			(2,801		)	—			(513		)
Net cash (used in) provided by operating activities	(20,897		)	225,574			(25,377		)	—			179,300
Cash flows from investing activities:
Proceeds from sale of Arby's, net of Arby's cash	110,238			—			(7,076		)	—			103,162
Proceeds from dispositions	98			2,865			836			—			3,799
Capital expenditures	(7,602		)	(71,712		)	(12,599		)	—			(91,913		)
Restaurant acquisitions	—			(6,613		)	—			—			(6,613		)
Franchise incentive loans	—			(1,269		)	—			—			(1,269		)
Investment in joint venture	—			(1,183		)	—			—			(1,183		)
Other, net	—			—			(245		)	—			(245		)
Net cash provided by (used in) investing activities	102,734			(77,912		)	(19,084		)	—			5,738
Cash flows from financing activities:
Repayments of long-term debt	(28,816		)	(487		)	(6,291		)	—			(35,594		)
Capital contribution from Parent	(30,000		)	—			30,000			—			—
Dividend paid to Parent	40,000			(40,000		)	—			—			—
Deferred financing costs	(57		)	—			—			—			(57		)
Net cash (used in) provided by financing activities	(18,873		)	(40,487		)	23,709			—			(35,651		)
Net cash provided by (used in) operations before effect of exchange rate changes on cash	62,964			107,175			(20,752		)	—			149,387
Effect of exchange rate changes on cash	—			—			(2,556		)	—			(2,556		)
Net increase (decrease) in cash and cash equivalents	62,964			107,175			(23,308		)	—			146,831
Cash and cash equivalents at beginning of period	79,355			53,810			65,521			—			198,686
Cash and cash equivalents at end of period	$	142,319		$	160,985		$	42,213		$	—		$	345,517

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(13) Legal and Environmental Matters

9 Months Ended

Oct. 02, 2011

Legal and Environmental Matters [Abstract]

Legal and Environmental Matters

Legal and Environmental Matters

We are involved in litigation and claims incidental to our current and prior businesses. We provide reserves for such litigation and claims when payment is probable and reasonably estimable. As of October 2, 2011, the Companies had reserves for continuing operations for all of its legal and environmental matters aggregating$1,722. We cannot estimate the aggregate possible range of loss due to most proceedings being in preliminary stages, with various motions either yet to be submitted or pending, discovery yet to occur, and significant factual matters unresolved. In addition, most cases seek an indeterminate amount of damages and many involve multiple parties. Predicting the outcomes of settlement discussions or judicial or arbitral decisions are thus inherently difficult. Based on currently available information, including legal defenses available to us, and given the aforementioned reserves and our insurance coverage, we do not believe that the outcome of these legal and environmental matters will have a material effect on our consolidated financial position or results of operations.

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(6) Fair Value of Financial Instruments

9 Months Ended

Oct. 02, 2011

Fair Value of Financial Instruments [Abstract]

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Below are the carrying amounts and estimated fair values of the Companies’ financial instruments for which the disclosure of fair values is required.

	October 2, 2011
	Wendy’s Restaurants		Corporate		The Wendy’s Company
Financial assets
Carrying Amount:
Non-current cost investments	$	22,812	$	4,598	$	27,410
Interest rate swaps	13,014		—		13,014
Fair Value:
Non-current cost investments (a)	$	25,219	$	20,600	$	45,819
Interest rate swaps (b)	13,014		—		13,014

	October 2, 2011
	Carrying Amount		Fair Value
Financial liabilities
Long-term debt, including current portion:
10% senior notes (c)	$	554,474	$	602,855
Wendy’s Restaurants term loan (c)	467,163		466,718
6.20% senior notes (c)	224,777		234,000
Sale-leaseback obligations (d)	1,460		1,732
Capitalized lease obligations (d)	14,151		15,585
7% debentures (c)	82,056		87,500
Other	1,060		1,088
Total Wendy’s Restaurants long-term debt, including current portion	1,345,141		1,409,478
6.54% aircraft term loan (d)	11,654		11,840
Total The Wendy’s Company long-term debt, including current portion	$	1,356,795	$	1,421,318

Guarantees of:
Franchisee loans obligations (e)	$	420	$	420

_______________

(a) Fair value of these investments was based entirely on statements of account received from investment managers or investees which were principally based on quoted market or broker/dealer prices. To the extent that some of these investments, including the underlying investments in investment limited partnerships, do not have available quoted market or broker/dealer prices, the Companies relied on valuations performed by the investment managers or investees in valuing those investments or third-party appraisals.

(b) The fair values were based on information provided by the bank counterparties that is model-driven and whose inputs were observable or whose significant value drivers were observable.

(c) The fair values were based on quoted market prices.

(d) The fair values were determined by discounting the future scheduled principal payments using an interest rate assuming the same original issuance spread over a current U.S. Treasury bond yield for securities with similar durations.

(e) Wendy’s provided loan guarantees to various lenders on behalf of franchisees entering into pooled debt facility arrangements for new store development and equipment financing. Wendy’s has accrued a liability for the fair value of these guarantees, the calculation for which was based upon a weighted average risk percentage established at the inception of each program.

The carrying amounts of cash and cash equivalents, accounts payable and accrued expenses approximated fair value due to the short-term maturities of those items. The carrying amounts of accounts and notes receivable (both current and non-current) approximated fair value due to the effect of related allowances for doubtful accounts and notes receivable.

Valuation techniques under the accounting guidance related to fair value measurements were based on observable and unobservable inputs. Observable inputs reflected readily obtainable data from independent sources, while unobservable inputs reflected our market assumptions. These inputs are classified into the following hierarchy:

Level 1 Inputs - Quoted prices for identical assets or liabilities in active markets.

Level 2 Inputs - Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 Inputs - Pricing inputs are unobservable for the assets or liabilities and include situations where there is little, if any, market activity for the assets or liabilities. The inputs into the determination of fair value require significant management judgment or estimation.

The following table presents the Companies’ financial assets and liabilities (other than cash and cash equivalents) measured at fair value on a recurring basis as of October 2, 2011 by the valuation hierarchy as defined in the fair value guidance:

			Fair Value Measurements
	October 2, 2011		Level 1		Level 2		Level 3
Interest rate swaps (included in “Deferred costs      and other assets”)	$	13,014	$	—	$	13,014	$	—

The following table presents the fair values for those assets and liabilities of continuing operations measured at fair value during the nine months ended October 2, 2011 on a non-recurring basis. Total losses include losses recognized from all non-recurring fair value measurements during the nine months ended October 2, 2011. The carrying value of properties presented in the table below substantially represents the remaining carrying value of land for Wendy’s properties that were impaired in the first quarter of 2011. See Note 7 for more information on the impairment of our long-lived assets.

									Nine Months Ended October 2, 2011 Total Losses
			Fair Value Measurements
	October 2, 2011		Level 1		Level 2		Level 3
Properties	$	575	$	—	$	—	$	575	$	6,449
Other intangible assets	—		—		—		—		1,813
	$	575	$	—	$	—	$	575	$	8,262

Derivative instruments

The Companies’ derivative instruments in the third quarter of 2011 included interest rate swaps on Wendy’s 6.20% senior notes with notional amounts totaling $225,000 that were all designated as fair value hedges. At October 2, 2011 and January 2, 2011, the fair value of these interest rate swaps of $13,014 and $9,623, respectively, has been included in “Deferred costs and other assets” and as an adjustment to the carrying amount of the Wendy’s 6.20% senior notes.

Interest income on interest rate swaps was $1,402 and $4,250 for the three months and nine months ended October 2, 2011, respectively, and $1,320 and $6,396 for the three months and nine months ended October 3, 2010, respectively. In connection with the redemption of the Wendy’s 6.25% senior notes during the second quarter of 2010, we recognized a gain of $1,875 on the cancellation of four interest rate swaps with notional amounts totaling $175,000, which is included in the amounts above for the nine months ended October 3, 2010.

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(16) Guarantor/Non-Guarantor

9 Months Ended

Oct. 02, 2011

Guarantor Non-Guarantor [Abstract]

Guarantor Non-Guarantor

Guarantor/Non-Guarantor

(Wendy’s Restaurants)

Wendy’s Restaurants is the issuer of, and certain of its domestic subsidiaries have guaranteed amounts outstanding under, our 10% senior notes. Each of the guaranteeing subsidiaries is a direct or indirect 100% owned subsidiary of Wendy’s Restaurants and each has fully and unconditionally guaranteed the 10% senior notes on a joint and several basis.

As a result of the closing of the sale of Arby’s on July 4, 2011 as described in Note 2, Arby’s and its subsidiaries are no longer guaranteeing subsidiaries of the amounts outstanding under the 10% senior notes. Accordingly, the condensed consolidating financial statements presented below have been retroactively revised to reflect Arby’s and its subsidiaries as non-guarantors for all periods presented. Information related to Arby’s has been reflected as discontinued operations in the condensed consolidating statements of operations for the period from January 3, 2011 through July 3, 2011 and the three months and nine months ended October 3, 2010. Arby’s cash flows prior to its sale (for the period from January 3, 2011 through July 3, 2011 and for the nine months ended October 3, 2010) have been included in, and not separately reported from, all our cash flows.

The following are included in the presentation of our: (1) Condensed Consolidating Balance Sheets as of October 2, 2011 and January 2, 2011, (2) Condensed Consolidating Statements of Operations for the three months and nine months ended October 2, 2011 and October 3, 2010, and (3) Condensed Consolidating Statements of Cash Flows for the nine months ended October 2, 2011 and October 3, 2010 to reflect:

(a)Wendy’s Restaurants (the “Parent”);

(b)the 10% senior notes guarantor subsidiaries as a group;

(c)the 10% senior notes non-guarantor subsidiaries as a group;

(d)elimination entries necessary to combine the Parent with the guarantor and non-guarantor subsidiaries; and

(e)Wendy’s Restaurants on a consolidated basis.

Substantially all of our domestic restricted subsidiaries are guarantors of the 10% senior notes. Certain of our subsidiaries, including our foreign subsidiaries and national advertising funds, do not guarantee the 10% senior notes.

For purposes of presentation of such consolidating information, investments in subsidiaries are accounted for by the Parent on the equity method. The elimination entries are principally necessary to eliminate intercompany balances and transactions.

CONDENSED CONSOLIDATING BALANCE SHEET

October 2, 2011

				Guarantor			Non-guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Total
ASSETS
Current assets:
Cash and cash equivalents	$	142,319		$	160,985		$	42,213		$	—		$	345,517
Accounts and notes receivable	4,841			62,437			3,530			—			70,808
Inventories	—			11,525			983			—			12,508
Prepaid expenses and other current assets	4,809			17,339			1,237			—			23,385
Deferred income tax benefit	37,781			20,927			1,050			—			59,758
Advertising funds restricted assets	—			—			72,116			—			72,116
Total current assets	189,750			273,213			121,129			—			584,092
Properties	11,395			1,087,765			53,457			—			1,152,617
Goodwill	—			826,962			46,016			—			872,978
Other intangible assets	18,480			1,266,698			24,026			—			1,309,204
Investments	19,000			—			95,609			—			114,609
Deferred costs and other assets	27,871			39,760			248			—			67,879
Net investment in subsidiaries	2,479,879			242,444			—			(2,722,323		)	—
Deferred income tax benefit	54,877			—			—			(54,877		)	—
Due from affiliate	67,705			—			—			(67,705		)	—
Total assets	$	2,868,957		$	3,736,842		$	340,485		$	(2,844,905	)	$	4,101,379
LIABILITIES AND INVESTED EQUITY
Current liabilities:
Current portion of long-term debt	$	5,465		$	915		$	271		$	—		$	6,651
Accounts payable	12,262			50,552			6,343			—			69,157
Accrued expenses and other current liabilities	40,279			144,004			9,227			—			193,510
Advertising funds restricted liabilities	—			—			72,116			—			72,116
Total current liabilities	58,006			195,471			87,957			—			341,434
Long-term debt	1,016,888			318,136			3,466			—			1,338,490
Due to affiliates	—			83,489			3,617			(67,705		)	19,401
Deferred income	—			12,765			372			—			13,137
Deferred income taxes	—			541,504			15,971			(54,877		)	502,598
Other liabilities	4,550			84,123			8,133			—			96,806
Invested equity:
Member interest, $0.01 par value; 1,000 shares authorized, one share issued and outstanding	—			—			—			—			—
Other capital	2,436,432			2,417,177			197,630			(2,614,807		)	2,436,432
(Accumulated deficit) retained earnings	(487,186		)	243,910			28,072			(271,982		)	(487,186		)
Advances to The Wendy’s Company	(155,000		)	(155,000		)	—			155,000			(155,000		)
Accumulated other comprehensive loss	(4,733		)	(4,733		)	(4,733		)	9,466			(4,733		)
Total invested equity	1,789,513			2,501,354			220,969			(2,722,323		)	1,789,513
Total liabilities and invested equity	$	2,868,957		$	3,736,842		$	340,485		$	(2,844,905	)	$	4,101,379

CONDENSED CONSOLIDATING BALANCE SHEET

January 2, 2011

				Guarantor			Non-guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Total
ASSETS
Current assets:
Cash and cash equivalents	$	79,355		$	53,810		$	65,521		$	—		$	198,686
Accounts and notes receivable	320			61,508			21,524			—			83,352
Inventories	—			12,522			10,172			—			22,694
Prepaid expenses and other current assets	3,900			12,434			7,698			—			24,032
Deferred income tax benefit	17,634			20,926			6,507			—			45,067
Advertising funds restricted assets	—			—			76,553			—			76,553
Total current assets	101,209			161,200			187,975			—			450,384
Properties	13,748			1,084,546			443,559			—			1,541,853
Goodwill	—			823,539			65,382			—			888,921
Other intangible assets	21,453			1,285,615			51,506			—			1,358,574
Investments	—			—			102,406			—			102,406
Deferred costs and other assets	32,610			32,384			9,565			—			74,559
Net investment in subsidiaries	2,559,526			381,828			—			(2,941,354		)	—
Deferred income tax benefit	86,423			—			—			(86,423		)	—
Due from affiliate	59,618			—			—			(59,618		)	—
Total assets	$	2,874,587		$	3,769,112		$	860,393		$	(3,087,395	)	$	4,416,697
LIABILITIES AND INVESTED EQUITY
Current liabilities:
Current portion of long-term debt	$	5,228		$	687		$	11,132		$	—		$	17,047
Accounts payable	4,624			52,242			24,282			—			81,148
Accrued expenses and other current liabilities	38,871			128,089			77,340			—			244,300
Advertising funds restricted liabilities	—			—			76,553			—			76,553
Total current liabilities	48,723			181,018			189,307			—			419,048
Long-term debt	1,043,623			310,339			188,722			—			1,542,684
Due to affiliates	—			60,653			29,773			(59,618		)	30,808
Deferred income	—			6,291			5,169			—			11,460
Deferred income taxes	—			541,800			23,095			(86,423		)	478,472
Other liabilities	5,611			86,993			64,991			—			157,595
Invested equity:
Member interest, $0.01 par value; 1,000 shares authorized, one share issued and outstanding	—			—			—			—			—
Other capital	2,423,459			3,244,488			1,077,762			(4,322,250		)	2,423,459
Accumulated deficit	(499,500		)	(515,141		)	(726,097		)	1,241,238			(499,500		)
Advances to The Wendy’s Company	(155,000		)	(155,000		)	—			155,000			(155,000		)
Accumulated other comprehensive income	7,671			7,671			7,671			(15,342		)	7,671
Total invested equity	1,776,630			2,582,018			359,336			(2,941,354		)	1,776,630
Total liabilities and invested equity	$	2,874,587		$	3,769,112		$	860,393		$	(3,087,395	)	$	4,416,697

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For thethree months ended October 2, 2011

				Guarantor			Non-guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Total
Revenues:
Sales	$	—		$	472,289		$	62,236		$	—		$	534,525
Franchise revenues	—			71,735			5,156			—			76,891
	—			544,024			67,392			—			611,416
Costs and expenses:
Cost of sales	—			404,920			53,080			—			458,000
General and administrative	11,251			47,418			4,063			—			62,732
Transaction related costs	25,317			—			(1,746		)	—			23,571
Depreciation and amortization	2,859			25,206			2,693			—			30,758
Other operating expense (income), net	—			2,678			(2,316		)	—			362
	39,427			480,222			55,774			—			575,423
Operating (loss) profit	(39,427		)	63,802			11,618			—			35,993
Interest expense	(22,234		)	(5,822		)	(115		)	—			(28,171		)
Other income (expense), net	136			4,260			(4,095		)	—			301
Equity in income of subsidiaries	42,734			5,377			—			(48,111		)	—
(Loss) income from continuing operations      before income taxes	(18,791		)	67,617			7,408			(48,111		)	8,123
Benefit from (provision for) income taxes	22,260			(23,442		)	(2,031		)	—			(3,213		)
Income from continuing operations	3,469			44,175			5,377			(48,111		)	4,910
Discontinued operations:
Income (loss) from discontinued operations, net      of income taxes	—			—			(1,441		)	—			(1,441		)
Loss on disposal of discontinued operations, net      of income taxes	(5,069		)	—			—			—			(5,069		)
Loss from discontinued operations, net      of income taxes	(5,069		)	—			(1,441		)	—			(6,510		)
Net (loss) income	$	(1,600	)	$	44,175		$	3,936		$	(48,111	)	$	(1,600	)

CONDENSED CONSOLIDATING INCOME STATEMENT

For thethree months ended October 3, 2010

				Guarantor			Non-guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Total
Revenues:
Sales	$	—		$	467,668		$	57,414		$	—		$	525,082
Franchise revenues	—			70,706			4,947			(27		)	75,626
	—			538,374			62,361			(27		)	600,708
Costs and expenses:
Cost of sales	—			402,988			48,331			—			451,319
General and administrative	—			62,739			9,621			—			72,360
Depreciation and amortization	3,116			26,397			2,661			—			32,174
Impairment of long-lived assets	—			17,213			3,708			—			20,921
Other operating expense (income), net	—			3,171			(1,618		)	—			1,553
	3,116			512,508			62,703			—			578,327
Operating (loss) profit	(3,116		)	25,866			(342		)	(27		)	22,381
Interest expense	(22,641		)	(6,000		)	(214		)	—			(28,855		)
Other income (expense), net	—			4,146			(3,912		)	—			234
Equity in income (loss) of subsidiaries	10,850			(9,395		)	—			(1,455		)	—
(Loss) income from continuing operations  before income taxes	(14,907		)	14,617			(4,468		)	(1,482		)	(6,240		)
Benefit from (provision for) income taxes	15,264			(3,588		)	(4,927		)	—			6,749
Income (loss) from continuing operations	357			11,029			(9,395		)	(1,482		)	509
Discontinued operations:
Loss from discontinued operations, net of income taxes	—			—			(179		)	27			(152		)
Net income (loss)	$	357		$	11,029		$	(9,574	)	$	(1,455	)	$	357

CONDENSED CONSOLIDATING INCOME STATEMENT

For the nine months ended October 2, 2011

				Guarantor			Non-guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Total
Revenues:
Sales	$	—		$	1,409,928		$	178,207		$	(87	)	$	1,588,048
Franchise revenues	—			213,772			14,534			(14		)	228,292
	—			1,623,700			192,741			(101		)	1,816,340
Costs and expenses:
Cost of sales	—			1,205,511			156,158			—			1,361,669
General and administrative	11,251			170,808			25,314			—			207,373
Transaction related costs	29,542			—			—			—			29,542
Depreciation and amortization	7,886			74,572			7,932			—			90,390
Impairment of long-lived assets	—			7,890			372			—			8,262
Other operating expense (income), net	—			8,223			(6,641		)	—			1,582
	48,679			1,467,004			183,135			—			1,698,818
Operating (loss) profit	(48,679		)	156,696			9,606			(101		)	117,522
Interest expense	(67,758		)	(17,103		)	(393		)	—			(85,254		)
Other income (expense), net	136			12,291			(11,724		)	—			703
Equity in income (loss) of subsidiaries	89,796			(5,275		)	—			(84,521		)	—
(Loss) income from continuing operations  before income taxes	(26,505		)	146,609			(2,511		)	(84,622		)	32,971
Benefit from (provision for) income taxes	47,668			(57,830		)	(2,764		)	—			(12,926		)
Income (loss) from continuing operations	21,163			88,779			(5,275		)	(84,622		)	20,045
Discontinued operations:
Income from discontinued operations, net      of income taxes	—			—			1,017			101			1,118
Loss on disposal of discontinued operations, net      of income taxes	(8,849		)	—			—			—			(8,849		)
(Loss) income from discontinued operations,      net of income taxes	(8,849		)	—			1,017			101			(7,731		)
Net income (loss)	$	12,314		$	88,779		$	(4,258	)	$	(84,521	)	$	12,314

CONDENSED CONSOLIDATING INCOME STATEMENT

For the nine months ended October 3, 2010

				Guarantor			Non-guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Total
Revenues:
Sales	$	—		$	1,400,788		$	169,452		$	—		$	1,570,240
Franchise revenues	—			208,415			14,228			(27		)	222,616
	—			1,609,203			183,680			(27		)	1,792,856
Costs and expenses:
Cost of sales	—			1,179,325			145,645			—			1,324,970
General and administrative	—			191,457			33,749			—			225,206
Depreciation and amortization	9,341			77,983			7,731			—			95,055
Impairment of long-lived assets	—			17,695			3,708			—			21,403
Other operating expense (income), net	—			8,315			(5,428		)	—			2,887
	9,341			1,474,775			185,405			—			1,669,521
Operating (loss) profit	(9,341		)	134,428			(1,725		)	(27		)	123,335
Interest expense	(56,263		)	(23,132		)	(9,357		)	—			(88,752		)
Loss on early extinguishment of debt	—			(20,430		)	(5,767		)	—			(26,197		)
Other income (expense), net	157			12,293			(11,451		)	—			999
Equity in income (loss) of subsidiaries	26,830			(38,142		)	—			11,312			—
(Loss) income from continuing operations  before income taxes	(38,617		)	65,017			(28,300		)	11,285			9,385
Benefit from (provision for) income taxes	45,789			(32,597		)	(9,842		)	—			3,350
Income (loss) from continuing operations	7,172			32,420			(38,142		)	11,285			12,735
Discontinued operations:
Loss from discontinued operations, net of income taxes	—			—			(5,590		)	27			(5,563		)
Net income (loss)	$	7,172		$	32,420		$	(43,732	)	$	11,312		$	7,172

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the nine months ended October 2, 2011

				Guarantor			Non-guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Total
Cash flows from operating activities:
Net income (loss)	$	12,314		$	88,779		$	(4,258	)	$	(84,521	)	$	12,314
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Equity in (income) loss from operations of subsidiaries	(89,796		)	5,275			—			84,521			—
Depreciation and amortization	7,886			74,572			30,045			—			112,503
Net receipt of deferred vendor incentives	—			6,789			7,087			—			13,876
Share-based compensation provision	8,480			3,821			672			—			12,973
Distributions received from joint venture	—			—			10,784			—			10,784
Impairment of long-lived assets	—			7,890			1,930			—			9,820
Loss on disposal of Arby's	8,849			—			—			—			8,849
Deferred income tax provision (benefit), net	8,856			(826		)	570			—			8,600
Non-cash rent expense (credit)	—			6,434			(268		)	—			6,166
Accretion of long-term debt	1,590			4,383			164			—			6,137
Write-off and amortization of deferred financing costs	4,854			—			—			—			4,854
Tax sharing (receivable from) payable to affiliate, net	(57,495		)	59,932			—			—			2,437
(Recovery of) provision for doubtful accounts	—			(319		)	2,323			—			2,004
Tax sharing receipt from (payment to) affiliate, net	36,000			(36,000		)	—			—			—
Other operating transactions with affiliates	58,509			(2,651		)	(60,224		)	—			(4,366		)
Equity in earnings in joint ventures, net	—			—			(7,817		)	—			(7,817		)
Tax sharing payment to The Wendy's Company	(13,078		)	—			—			—			(13,078		)
Other, net	(948		)	2,342			(1,203		)	—			191
Changes in operating assets and liabilities:
Accounts and notes receivable	(806		)	(1,891		)	(3,967		)	—			(6,664		)
Inventories	(6		)	1,031			(1,235		)	—			(210		)
Prepaid expenses and other current assets	(1,727		)	(3,551		)	(3,242		)	—			(8,520		)
Accounts payable	2,370			527			6,063			—			8,960
Accrued expenses and other current liabilities	(6,749		)	9,037			(2,801		)	—			(513		)
Net cash (used in) provided by operating activities	(20,897		)	225,574			(25,377		)	—			179,300
Cash flows from investing activities:
Proceeds from sale of Arby's, net of Arby's cash	110,238			—			(7,076		)	—			103,162
Proceeds from dispositions	98			2,865			836			—			3,799
Capital expenditures	(7,602		)	(71,712		)	(12,599		)	—			(91,913		)
Restaurant acquisitions	—			(6,613		)	—			—			(6,613		)
Franchise incentive loans	—			(1,269		)	—			—			(1,269		)
Investment in joint venture	—			(1,183		)	—			—			(1,183		)
Other, net	—			—			(245		)	—			(245		)
Net cash provided by (used in) investing activities	102,734			(77,912		)	(19,084		)	—			5,738
Cash flows from financing activities:
Repayments of long-term debt	(28,816		)	(487		)	(6,291		)	—			(35,594		)
Capital contribution from Parent	(30,000		)	—			30,000			—			—
Dividend paid to Parent	40,000			(40,000		)	—			—			—
Deferred financing costs	(57		)	—			—			—			(57		)
Net cash (used in) provided by financing activities	(18,873		)	(40,487		)	23,709			—			(35,651		)
Net cash provided by (used in) operations before effect of exchange rate changes on cash	62,964			107,175			(20,752		)	—			149,387
Effect of exchange rate changes on cash	—			—			(2,556		)	—			(2,556		)
Net increase (decrease) in cash and cash equivalents	62,964			107,175			(23,308		)	—			146,831
Cash and cash equivalents at beginning of period	79,355			53,810			65,521			—			198,686
Cash and cash equivalents at end of period	$	142,319		$	160,985		$	42,213		$	—		$	345,517

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the nine months ended October 3, 2010

				Guarantor			Non-guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Total
Cash flows from operating activities:
Net income (loss)	$	7,172		$	32,420		$	(43,732	)	$	11,312		$	7,172
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Equity in (income) loss from operations of subsidiaries	(26,830		)	38,142			—			(11,312		)	—
Depreciation and amortization	9,341			77,983			48,727			—			136,051
Impairment of long-lived assets	—			17,695			23,729			—			41,424
Accretion of long-term debt	1,229			11,571			213			—			13,013
Write-off and amortization of deferred financing costs	3,133			—			7,245			—			10,378
Net receipt of deferred vendor incentives	—			5,009			5,087			—			10,096
Share-based compensation provision	2,950			4,330			2,561			—			9,841
Distributions received from joint venture	—			—			9,718			—			9,718
Non-cash rent expense (credit)	—			7,227			(75		)	—			7,152
Provision for doubtful accounts	—			2,163			5,423			—			7,586
Tax sharing receipt from (payment to) affiliate, net	32,000			(32,000		)	—			—			—
Tax sharing (receivable from) payable to affiliate, net	(38,855		)	30,182			—			—			(8,673		)
Equity in earnings in joint venture	—			—			(7,127		)	—			(7,127		)
Other operating transactions with affiliates	(734		)	(30,430		)	24,333			—			(6,831		)
Deferred income tax benefit, net	(1,485		)	(3,433		)	—			—			(4,918		)
Other, net	2,527			1,402			(5,660		)	—			(1,731		)
Changes in operating assets and liabilities net:
Accounts and notes receivable	(42		)	3,042			(9,721		)	—			(6,721		)
Inventories	—			570			1,254			—			1,824
Prepaid expenses and other current assets	1,185			(4,077		)	(4,494		)	—			(7,386		)
Accounts payable	712			(3,875		)	(4,126		)	—			(7,289		)
Accrued expenses and other current liabilities	(25,060		)	(9,895		)	2,339			—			(32,616		)
Net cash (used in) provided by operating activities	(32,757		)	148,026			55,694			—			170,963
Cash flows from investing activities:
Capital expenditures	(12,890		)	(40,237		)	(41,609		)	—			(94,736		)
Proceeds from dispositions	—			2,174			2,220			—			4,394
Other, net	—			—			1,369			—			1,369
Net cash used in investing activities	(12,890		)	(38,063		)	(38,020		)	—			(88,973		)
Cash flows from financing activities:
Proceeds from long-term debt	497,500			—			161			—			497,661
Repayments of long-term debt	(1,411		)	(200,551		)	(260,869		)	—			(462,831		)
Dividends paid to The Wendy’s Company	(68,700		)	(361,000		)	(14,000		)	—			(443,700		)
Capital contributions from Parent	(474,569		)	215,000			259,569			—			—
Redemption of preferred stock	—			19,877			(19,877		)	—			—
Deferred financing costs	(16,286		)	—			—			—			(16,286		)
Net cash used in financing activities	(63,466		)	(326,674		)	(35,016		)	—			(425,156		)
Net cash used in operations before effect of exchange rate changes on cash	(109,113		)	(216,711		)	(17,342		)	—			(343,166		)
Effect of exchange rate changes on cash	—			—			894			—			894
Net decrease in cash and cash equivalents	(109,113		)	(216,711		)	(16,448		)	—			(342,272		)
Cash and cash equivalents at beginning of period	237,607			255,230			46,027			—			538,864
Cash and cash equivalents at end of period	$	128,494		$	38,519		$	29,579		$	—		$	196,592

XML

(6) Fair Value of Financial Instruments Fair Value of Financial Instruments Measured on Nonrecurring Basis (Details) (USD $) In Thousands	3 Months Ended		9 Months Ended
	Oct. 02, 2011	Oct. 03, 2010	Oct. 02, 2011	Oct. 03, 2010
Wendy's International, Inc. [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Impairment of long-lived assets	$ 0	$ 20,921	$ 8,262	$ 21,403
Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Properties	0		0
Other intangible assets	0		0
Long-lived assets measured at fair value	0		0
Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Properties	0		0
Other intangible assets	0		0
Long-lived assets measured at fair value	0		0
Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Properties	575		575
Other intangible assets	0		0
Long-lived assets measured at fair value	575		575
Fair Value, Measurements, Nonrecurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Properties	575		575
Other intangible assets	0		0
Long-lived assets measured at fair value	575		575
Impairment of long-lived assets			6,449
Impairment of intangible assets, finite-lived			1,813
Impairment of long-lived assets			$ 8,262

XML

(14) Transaction Related Costs (Tables)

9 Months Ended

Oct. 02, 2011

Retention and Other Transaction Costs [Abstract]

Details of Transaction Related Costs

	Three Months		Nine Months
	Ended		Ended
	October 2, 2011		October 2, 2011
Termination and severance (including stock      compensation costs)	$	14,462	$	16,208
Employee retention (a)	5,305		7,855
Bonus	2,529		2,529
Relocation (b)	826		827
Other professional fees	368		2,034
Other	81		89
Total Wendy’s Restaurants	23,571		29,542
Employee retention	96		159
Other professional fees	4		845
Other	168		216
Total The Wendy’s Company	$	23,839	$	30,762

_____________________

(a) The Companies expect to expense retention payments for current Wendy’s Restaurants employees of approximately $214 and $45 during the fourth quarter of 2011 and the first quarter of 2012, respectively.

(b) Compensation costs of $1,500 incurred during the third quarter of 2011 due to the relocation of a corporate executive will be expensed over the three year period following this executive’s relocation in accordance with the terms of the agreement.

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Condensed Consolidated Statements of Cash Flows (USD $) In Thousands	9 Months Ended
	Oct. 02, 2011		Oct. 03, 2010
The Wendy's Company [Member] | Segment, Continuing Operations [Member]
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	$ 90,972		$ 96,452
Impairment of long-lived assets	8,262		21,403
Wendy's Restaurants, LLC [Member] | Segment, Continuing Operations [Member]
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	90,390		95,055
Share-based compensation provision	10,917	[1]	9,841	[1]
Impairment of long-lived assets	8,262		21,403
Tax sharing payment to parent	(13,078)	[2]	0	[2]
Cash flows from investing activities:
Proceeds from dispositions	2,865		2,174
Cash flows from financing activities:
Dividends paid to The Wendy's Company	0	[3]	(443,700)	[3]
The Wendy's Company [Member] | Segment, Discontinued Operations [Member]
Adjustments to reconcile net loss to net cash provided by operating activities:
Loss on disposal of Arby’s	8,849		0
Wendy's Restaurants, LLC [Member] | Segment, Discontinued Operations [Member]
Adjustments to reconcile net loss to net cash provided by operating activities:
Loss on disposal of Arby’s	8,849		0
The Wendy's Company [Member]
Cash flows from operating activities:
Net (loss) income	5,891		6,433
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	113,085		137,448
Net receipt of deferred vendor incentives	13,876		10,096
Share-based compensation provision	13,756		10,519
Distributions received from joint venture	10,784		9,718
Impairment of long-lived assets	9,820		41,424
Loss on disposal of Arby’s	8,849		0
Non-cash rent expense (credit)	6,169		7,152
Accretion of long-term debt	6,137		13,013
Write-off and amortization of deferred financing costs	4,863		10,391
Deferred income tax provision (benefit), net	4,871		(16,298)
Provision for doubtful accounts	2,004		7,586
Operating investment adjustments, net (see below)	(145)		(5,201)
Equity in earnings in joint ventures, net	(7,817)		(7,127)
Other, net	128		(2,171)
Changes in operating assets and liabilities, net:
Accounts and notes receivable	(6,550)		(6,971)
Inventories	(210)		1,824
Prepaid expenses and other current assets	(8,138)		(6,853)
Accounts payable	9,365		(8,973)
Accrued expenses and other current liabilities	(4,635)		(34,533)
Net cash provided by operating activities	182,103		167,477
Cash flows from investing activities:
Proceeds from sale of Arby’s, net	103,162		0
Proceeds from dispositions	3,799		4,394
Capital expenditures	(91,913)		(94,736)
Restaurant acquisitions	(6,613)		0
Franchise incentive loans	(1,269)		0
Other, net	(245)		407
Net cash provided by (used in) investing activities	6,103		(57,698)
Cash flows from financing activities:
Proceeds from long-term debt	0		497,661
Repayments of long-term debt	(36,611)		(470,942)
Proceeds from stock option exercises	5,345		1,380
Repurchases of common stock	(152,681)		(173,537)
Dividends paid	(24,584)		(19,260)
Deferred financing costs	(57)		(16,286)
Other, net	(753)		(894)
Net cash used in financing activities	(209,341)		(181,878)
Net cash (used in) provided by operations before effect of exchange rate changes on cash	(21,135)		(72,099)
Effect of exchange rate changes on cash	(2,556)		894
Net increase (decrease) in cash and cash equivalents	(23,691)		(71,205)
Cash and cash equivalents at beginning of period	512,508		591,719
Cash and cash equivalents at end of period	488,817		520,514
Operating investment adjustments, net:
Income on collection of DFR Notes	0		(4,909)
Other net recognized gains	(145)		(292)
Supplemental total of operating investment adjustments	(145)		(5,201)
Investment activities, net:
Proceeds from sales of investments	365		1,810
Proceeds from repayment of DFR Notes	0		30,752
Cost of securities	0		(325)
Investment in joint venture	(1,183)		0
Supplemental total of investment activities	(818)		32,237
Supplemental Cash Flow Information [Abstract]
Interest	96,760		108,556
Income taxes, net of refunds	11,523		11,513
Total capital expenditures	92,707		99,553
Cash capital expenditures	(91,913)		(94,736)
Non-cash capitalized lease and certain sales-leaseback obligations	794		4,817
Indirect investment in Arby's	19,000		0
Wendy's Restaurants, LLC [Member]
Cash flows from operating activities:
Net (loss) income	12,314		7,172
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	112,503		136,051
Net receipt of deferred vendor incentives	13,876		10,096
Share-based compensation provision	12,973		9,841
Distributions received from joint venture	10,784		9,718
Impairment of long-lived assets	9,820		41,424
Loss on disposal of Arby’s	8,849		0
Non-cash rent expense (credit)	6,166		7,152
Accretion of long-term debt	6,137		13,013
Write-off and amortization of deferred financing costs	4,854		10,378
Deferred income tax provision (benefit), net	8,600		(4,918)
Tax sharing payable to parent, net	2,437		(8,673)
Provision for doubtful accounts	2,004		7,586
Other operating transactions with parent	(4,366)		(6,831)
Equity in earnings in joint ventures, net	(7,817)		(7,127)
Tax sharing payment to parent	(13,078)		0
Other, net	191		(1,731)
Changes in operating assets and liabilities, net:
Accounts and notes receivable	(6,664)		(6,721)
Inventories	(210)		1,824
Prepaid expenses and other current assets	(8,520)		(7,386)
Accounts payable	8,960		(7,289)
Accrued expenses and other current liabilities	(513)		(32,616)
Net cash provided by operating activities	179,300		170,963
Cash flows from investing activities:
Proceeds from sale of Arby’s, net	103,162		0
Proceeds from dispositions	3,799		4,394
Capital expenditures	(91,913)		(94,736)
Restaurant acquisitions	(6,613)		0
Franchise incentive loans	(1,269)		0
Other, net	(245)		1,369
Net cash provided by (used in) investing activities	5,738		(88,973)
Cash flows from financing activities:
Proceeds from long-term debt	0		497,661
Repayments of long-term debt	(35,594)		(462,831)
Dividends paid to The Wendy's Company	0		(443,700)
Deferred financing costs	(57)		(16,286)
Net cash used in financing activities	(35,651)		(425,156)
Net cash (used in) provided by operations before effect of exchange rate changes on cash	149,387		(343,166)
Effect of exchange rate changes on cash	(2,556)		894
Net increase (decrease) in cash and cash equivalents	146,831		(342,272)
Cash and cash equivalents at beginning of period	198,686		538,864
Cash and cash equivalents at end of period	345,517		196,592
Investment activities, net:
Investment in joint venture	(1,183)		0
Supplemental Cash Flow Information [Abstract]
Interest	96,097		107,326
Income taxes, net of refunds	9,531		7,458
Total capital expenditures	92,707		99,553
Cash capital expenditures	(91,913)		(94,736)
Non-cash capitalized lease and certain sales-leaseback obligations	794		4,817
Indirect investment in Arby's	$ 19,000		$ 0

[1] Wendy’s Restaurants incurs share based compensation costs for The Wendy’s Company Common Stock awards issued to certain employees under The Wendy’s Company various equity plans. Such compensation cost is allocated by The Wendy’s Company to Wendy’s Restaurants and is correspondingly recorded as capital contributions from The Wendy’s Company.

[2] Wendy’s Restaurants made cash payments to The Wendy’s Company under a tax sharing agreement, as discussed in Note 8.

[3] Wendy’s Restaurants paid cash dividends to The Wendy’s Company which were charged to “Invested equity.”

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(2) Discontinued Operations (Tables)

9 Months Ended

Oct. 02, 2011

Discontinued Operations [Abstract]

Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures [Table Text Block]

The following table details Arby’s revenues and (loss) income from operations which have been reported in discontinued operations:

	Three Months Ended						Nine Months Ended
	October 2, 2011			October 3, 2010			October 2, 2011			October 3, 2010
Revenues	$	—		$	260,506		$	546,453		$	782,826
Loss from discontinued operations, net of      income taxes:
(Loss) income from discontinued operations before      income taxes	$	(2,287	)	$	(4,549	)	$	1,992		$	(11,492	)
Benefit from (provision for) income taxes	846			4,397			(874		)	5,929
	(1,441		)	(152		)	1,118			(5,563		)
Loss on disposal, net of income taxes	(5,069		)	—			(8,849		)	—
Loss from discontinued operations	$	(6,510	)	$	(152	)	$	(7,731	)	$	(5,563	)

The following table sets forth the effect of the sale of Arby’s on certain information of Wendy’s Restaurants as of January 2, 2011 as disclosed in the combined notes to our consolidated financial statements included in the Form 10-K:

	Applicable to
	Discontinued Operations		Continuing Operations
Total future operating lease commitments:
Rental payments	$	729,940	$	958,872
Rental receipts	33,016		52,516
Future rental receipts on owned properties	24,985		53,907
Pledged assets	325,774		2,557,456
Future purchase and capital commitments:
Beverage agreements	52,301		175,249
Capital expenditures	5,316		12,879

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(10) Debt and Equity (Details) (Wendy's Restaurants, LLC [Member], USD $) In Thousands	9 Months Ended		3 Months Ended	9 Months Ended
	Oct. 02, 2011	Oct. 03, 2010	Apr. 03, 2011 Wendy's Restaurants term loan [Member] Secured Debt [Member]	Oct. 03, 2010 Wendy's 6.25% Senior Notes [Member]	Oct. 03, 2010 Prior Wendy's Restaurants term loan [Member]
Debt Instrument [Line Items]
Repayments of long-term debt	$ 35,594	$ 462,831	$ 24,874
Loss on early extinguishment of debt		26,197
Required premium payment to redeem notes				14,953
Write-off of unaccreted discount				5,477
Write off of deferred debt issuance cost					$ 5,767

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(6) Fair Value of Financial Instruments (Tables)

9 Months Ended

Oct. 02, 2011

Fair Value of Financial Instruments [Abstract]

Carrying amounts and estimated fair values of financial information for fair value disclosure

	October 2, 2011
	Wendy’s Restaurants		Corporate		The Wendy’s Company
Financial assets
Carrying Amount:
Non-current cost investments	$	22,812	$	4,598	$	27,410
Interest rate swaps	13,014		—		13,014
Fair Value:
Non-current cost investments (a)	$	25,219	$	20,600	$	45,819
Interest rate swaps (b)	13,014		—		13,014

	October 2, 2011
	Carrying Amount		Fair Value
Financial liabilities
Long-term debt, including current portion:
10% senior notes (c)	$	554,474	$	602,855
Wendy’s Restaurants term loan (c)	467,163		466,718
6.20% senior notes (c)	224,777		234,000
Sale-leaseback obligations (d)	1,460		1,732
Capitalized lease obligations (d)	14,151		15,585
7% debentures (c)	82,056		87,500
Other	1,060		1,088
Total Wendy’s Restaurants long-term debt, including current portion	1,345,141		1,409,478
6.54% aircraft term loan (d)	11,654		11,840
Total The Wendy’s Company long-term debt, including current portion	$	1,356,795	$	1,421,318

Guarantees of:
Franchisee loans obligations (e)	$	420	$	420

_______________

(a) Fair value of these investments was based entirely on statements of account received from investment managers or investees which were principally based on quoted market or broker/dealer prices. To the extent that some of these investments, including the underlying investments in investment limited partnerships, do not have available quoted market or broker/dealer prices, the Companies relied on valuations performed by the investment managers or investees in valuing those investments or third-party appraisals.

(b) The fair values were based on information provided by the bank counterparties that is model-driven and whose inputs were observable or whose significant value drivers were observable.

(c) The fair values were based on quoted market prices.

(d) The fair values were determined by discounting the future scheduled principal payments using an interest rate assuming the same original issuance spread over a current U.S. Treasury bond yield for securities with similar durations.

(e) Wendy’s provided loan guarantees to various lenders on behalf of franchisees entering into pooled debt facility arrangements for new store development and equipment financing. Wendy’s has accrued a liability for the fair value of these guarantees, the calculation for which was based upon a weighted average risk percentage established at the inception of each program.

Financial assets and liabilities (other than cash and cash equivalents) measured at fair value on a recurring basis

			Fair Value Measurements
	October 2, 2011		Level 1		Level 2		Level 3
Interest rate swaps (included in “Deferred costs      and other assets”)	$	13,014	$	—	$	13,014	$	—

Fair value of assets and liabilities (other than cash and cash equivalents) measure at fair value on a nonrecurring basis

									Nine Months Ended October 2, 2011 Total Losses
			Fair Value Measurements
	October 2, 2011		Level 1		Level 2		Level 3
Properties	$	575	$	—	$	—	$	575	$	6,449
Other intangible assets	—		—		—		—		1,813
	$	575	$	—	$	—	$	575	$	8,262

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(2) Discontinued Operations

9 Months Ended

Oct. 02, 2011

Discontinued Operations [Abstract]

Discontinued Operations

Discontinued Operations

On July 4, 2011, Wendy’s Restaurants completed the sale of 100% of the common stock of Arby’s, its wholly owned subsidiary, to ARG IH Corporation (“Buyer”), a wholly owned subsidiary of ARG Holding Corporation (“Buyer Parent”), for $130,000 in cash (subject to customary purchase price adjustments) and 18.5% of the common stock of Buyer Parent (through which Wendy’s Restaurants indirectly retained an 18.5% interest in Arby’s) with a fair value of $19,000. Buyer and Buyer Parent were formed for purposes of this transaction. The Buyer also assumed approximately $190,000 of Arby’s debt, consisting primarily of capital lease and sale-leaseback obligations. The sale occurred pursuant to the terms of a Purchase and Sale Agreement by and among Wendy’s Restaurants, Buyer Parent and Buyer dated as of June 13, 2011. In accordance with the Purchase and Sale Agreement, The Wendy’s Company made an election under §338(h)(10) of the Internal Revenue Code, which has the effect of treating the transaction as a sale of assets and results in an approximate $240,000 ordinary loss for income tax purposes. Had this election not been made, the sale of Arby’s common stock would have resulted in a capital loss for income tax purposes.

Wendy’s Restaurants also entered into a Stockholders Agreement with Buyer Parent and ARG Investment Corporation, an entity affiliated with Buyer Parent, which sets forth certain agreements among the parties thereto concerning, among other things, the governance of Buyer Parent and transfer rights, information rights and registration rights with respect to the equity securities of Buyer Parent. In addition, Wendy’s Restaurants entered into a Transition Services Agreement with Buyer, pursuant to which it is providing and being reimbursed for continuing corporate and shared services to Buyer for a limited period of time; such services are currently anticipated to be completed by the end of 2011.

Information related to Arby’s has been reflected in the accompanying condensed consolidated financial statements as follows:

• Balance sheets - As a result of our sale of Arby’s on July 4, 2011, there are no remaining Arby’s assets and liabilities as of October 2, 2011. Arby’s assets and liabilities were included in our condensed consolidated balance sheet as of January 2, 2011; however, they were not reclassified to discontinued operations.

• Statements of operations - Arby’s (loss) income from operations for the period from January 3, 2011 through July 3, 2011 and the three months and nine months ended October 3, 2010 has been classified as discontinued operations. Loss from discontinued operations for the three months and nine months ended October 2, 2011 also includes additional Arby’s expenses which were incurred as a result of the sale and the loss on Arby’s disposal, as further described below.

• Statements of cash flows - Arby’s cash flows prior to its sale (for the period from January 3, 2011 through July 3, 2011 and for the nine months ended October 3, 2010) have been included in, and not separately reported from, all our cash flows. The statement of cash flows for the nine months ended October 2, 2011 also includes the effects of the sale of Arby’s in the third quarter of 2011.

Our condensed consolidated statements of operations for periods through July 3, 2011 (prior to the Arby’s sale) include certain indirect corporate overhead costs in “General and administrative,” which for segment reporting purposes had previously been allocated to Arby’s. These indirect corporate overhead costs do not qualify for classification within discontinued operations, and therefore are included in “General and administrative” in continuing operations. Interest expense on Arby’s debt that was assumed by Buyer has been included in discontinued operations; interest expense on Wendy’s Restaurants’ credit agreement, which was not required to be repaid as a result of the sale, continues to be included in “Interest expense” in continuing operations.

The following table details Arby’s revenues and (loss) income from operations which have been reported in discontinued operations:

	Three Months Ended						Nine Months Ended
	October 2, 2011			October 3, 2010			October 2, 2011			October 3, 2010
Revenues	$	—		$	260,506		$	546,453		$	782,826
Loss from discontinued operations, net of      income taxes:
(Loss) income from discontinued operations before      income taxes	$	(2,287	)	$	(4,549	)	$	1,992		$	(11,492	)
Benefit from (provision for) income taxes	846			4,397			(874		)	5,929
	(1,441		)	(152		)	1,118			(5,563		)
Loss on disposal, net of income taxes	(5,069		)	—			(8,849		)	—
Loss from discontinued operations	$	(6,510	)	$	(152	)	$	(7,731	)	$	(5,563	)

Included in loss from discontinued operations for the three months ended October 2, 2011 are (1) $2,112 for certain sales and use tax liabilities pursuant to the indemnification provisions of the Purchase and Sale Agreement, (2) incentive compensation of $704 as a result of the completion of the Arby’s sale, and (3) the reversal of previously recognized compensation costs of $529 due to the modification of the terms of stock awards which had been issued to Arby’s employees.

The Companies recorded a pre-tax loss on disposal of Arby’s of $5,277 during the nine months ended October 2, 2011 which included the effect of the valuation of our indirect retained interest ($19,000), transaction closing costs ($11,500), and post closing purchase price adjustments primarily related to working capital ($14,800). During the three months ended October 2, 2011, the Companies recorded favorable adjustments of $723 which reduced the estimated loss on disposal recorded in the second quarter of 2011. The Companies recognized income tax expense associated with the loss on disposal of $3,572 during the nine months ended October 2, 2011. This income tax expense was comprised of (1) an income tax benefit (expense) of $2,220 and $(268) recorded in the second and third quarter of 2011, respectively, on the pre-tax loss on disposal and (2) income tax expense of $5,524 recorded in the third quarter of 2011 upon completion of the Arby’s sale due to a permanent difference between the book and tax basis of Arby’s goodwill.

The following table sets forth the effect of the sale of Arby’s on certain information of Wendy’s Restaurants as of January 2, 2011 as disclosed in the combined notes to our consolidated financial statements included in the Form 10-K:

	Applicable to
	Discontinued Operations		Continuing Operations
Total future operating lease commitments:
Rental payments	$	729,940	$	958,872
Rental receipts	33,016		52,516
Future rental receipts on owned properties	24,985		53,907
Pledged assets	325,774		2,557,456
Future purchase and capital commitments:
Beverage agreements	52,301		175,249
Capital expenditures	5,316		12,879

In addition and as a result of the sale, Arby’s guarantees and other commitments as of January 2, 2011 that are separately disclosed in the combined notes to our consolidated financial statements included in the Form 10-K are no longer obligations of the Companies.

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(11) Guarantees and Other Commitments and Contingencies

9 Months Ended

Oct. 02, 2011

Guarantees and Other Commitments and Contingencies [Abstract]

Guarantees and Other Commitments and Contingecies

Guarantees and Other Commitments and Contingencies

Except as related to the sale of Arby’s as discussed in Note 2 and as described below, the Companies did not have any significant changes to their guarantees, other commitments and contingencies as disclosed in the combined notes to our consolidated financial statements included in the Form 10-K.

Equipment for Systemwide Core Menu Initiative

In order to facilitate the purchase and related installation of equipment by franchisees required to implement a systemwide core menu initiative, Wendy’s initiated incentive programs for franchisees including the partial subsidy of interest rates and a guarantee program, and committed to a direct loan of up to $2,700 in the fourth quarter of 2011. Wendy’s has accrued liabilities under these initiatives of approximately $621 as of October 2, 2011.

Breakfast Test Expansion

In order to encourage franchisees to participate in expanded testing of the breakfast daypart, Wendy’s has established the following programs:

• Wendy’s will continue to lease equipment to certain franchisees that are testing the breakfast program. At the time breakfast becomes a required program, the franchisees will be required to purchase the equipment from Wendy’s based on its then book value plus installation costs. The total amount of expenditures for equipment (including installation) leased to franchisees is expected to be no more than $4,500.

• Additionally, Wendy’s is providing loans to certain franchisees for the purchase and installation of equipment required to implement the breakfast program. The loans are expected to not exceed $25 per restaurant, carry no interest charge and be repayable in full 24 months after the installation is completed. Wendy’s will fund a maximum of $20,000 of these loans for early adopters of the breakfast program.    

As of October 2, 2011, Wendy’s has purchased equipment with a current net book value of approximately $1,846 that has been leased to franchisees and has made loans of $1,269 under the above breakfast program. The above programs also have the following additional features:

• For the first three years of an early adopting franchisee’s participation in the breakfast program, a portion of franchise royalties (on a sliding scale) will not be payable to Wendy’s but will be required to be reinvested in local advertising and promotions for the breakfast program. Based on franchisee participation in the breakfast program, Wendy’s estimates the royalties not to be received under this program will approximate $5,000 over the three year period.     

• Contributions otherwise due to The Wendy’s National Advertising Program, Inc. (“Wendy’s National Advertising Program”) based on breakfast sales will not be made but will be required to be reinvested in local advertising and promotions for the breakfast program until Wendy’s National Advertising Program begins to purchase national advertising for the breakfast programs.    

North America Incentive Program

In order to promote new unit development, Wendy’s has established a franchisee assistance program for its North American franchisees that provides for reduced technical assistance fees and a sliding scale of royalties for the first two years of operation for qualifying locations opened between April 1, 2011 and December 31, 2013. While we are unable to project the number of locations to be opened under this program, we do not expect the effect on current or future franchise revenues to be material.

Canadian Lease Guarantee Program

Wendy’s Canadian subsidiary has established a lease guarantee program to promote new franchisee unit development for up to an aggregate of C$5,000 for periods of up to five years. Franchisees pay the Canadian subsidiary a nominal fee for the guarantee. As of October 2, 2011, the Canadian subsidiary had guaranteed C$249 under this program. Wendy’s has accrued a liability for the fair value of these guarantees.

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(4) DFR Notes (Details) (The Wendy's Company [Member], Notes Receivable [Member], USD $) In Thousands, unless otherwise specified	0 Months Ended	9 Months Ended
	Jun. 09, 2010	Oct. 03, 2010	Dec. 28, 2008
The Wendy's Company [Member] | Notes Receivable [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Proceeds from Collection of Notes Receivable, Including Interest	$ 31,330
Notes Receivable, Percentage of Aggregate Principal Amount Received	64.10%
Notes, Loans and Financing Receivable, Gross	47,986
Allowance for Notes, Loans and Financing Receivable			21,227
Notes, Loans and Financing Receivable, Net, Noncurrent			24,983
Income on collection of DFR Notes		$ 4,909

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(15) Accounting Standards

9 Months Ended

Oct. 02, 2011

Accounting Standards Not Yet Adopted [Abstract]

Description of New Accounting Pronouncements Not yet Adopted [Text Block]

Accounting Standards Not Yet Adopted

In May 2011, the Financial Accounting Standards Board (the “FASB”) issued amendments which provide additional guidance about how fair value should be determined under existing standards and expands existing disclosure requirements for certain fair value measurements. The purpose of these amendments is to improve and converge International Financial Reporting Standards and GAAP. The guidance is effective commencing with our 2012 fiscal year.

In June 2011, the FASB issued an amendment that requires companies to present comprehensive income in either a single statement or two consecutive statements reporting net income and other comprehensive income. The purpose of this amendment is to increase the prominence of other comprehensive income in financial statements. The guidance is effective commencing with our 2012 fiscal year. The guidance affects only the presentation of comprehensive income and does not change the composition or calculation of comprehensive income.

In September 2011, the FASB issued an amendment that permits a company to make an assessment of whether it is more likely than not that a reporting unit’s fair value is greater than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. The guidance is effective for annual and interim goodwill impairment tests performed in fiscal years beginning after December 15, 2011 with early adoption permitted.

In September 2011, the FASB issued an amendment that increases the quantitative and qualitative disclosures an employer is required to provide about its participation in significant multiemployer pension and postretirement benefit plans. The amendment does not change the recognition and measurement guidance for an employer’s participation in a multiemployer plan. The guidance is effective commencing with our fiscal year 2011 Annual Report on Form 10-K.

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Condensed Consolidated Balance Sheets (USD $) In Thousands	Oct. 02, 2011	Jan. 02, 2011
The Wendy's Company [Member]
Current assets:
Cash and cash equivalents	$ 488,817	$ 512,508
Accounts and notes receivable	71,712	84,258
Inventories	12,508	22,694
Prepaid expenses and other current assets	32,274	24,386
Deferred income tax benefit	58,279	34,389
Advertising funds restricted assets	72,116	76,553
Total current assets	735,706	754,788
Properties	1,152,666	1,551,261
Goodwill	867,701	883,644
Other intangible assets	1,309,204	1,358,574
Investments	119,207	107,223
Deferred costs and other assets	68,811	77,164
Total assets	4,253,295	4,732,654
Current liabilities:
Current portion of long-term debt	8,088	18,415
Accounts payable	69,599	81,361
Accrued expenses and other current liabilities	192,722	245,157
Advertising funds restricted liabilities	72,116	76,553
Total current liabilities	342,525	421,486
Long-term debt	1,348,707	1,553,987
Deferred income	13,137	11,460
Deferred income taxes	441,896	412,293
Other liabilities	109,677	170,254
Commitments and contingencies
Stockholders’ equity:
Common stock	47,042	47,042
Additional paid-in capital	2,781,497	2,771,126
Accumulated deficit	(431,197)	(412,464)
Common stock held in treasury, at cost	(394,257)	(249,547)
Accumulated other comprehensive (loss) income	(5,732)	7,017
Total stockholders’ equity	1,997,353	2,163,174
Total liabilities and invested equity	4,253,295	4,732,654
Wendy's Restaurants, LLC [Member]
Current assets:
Cash and cash equivalents	345,517	198,686
Accounts and notes receivable	70,808	83,352
Inventories	12,508	22,694
Prepaid expenses and other current assets	23,385	24,032
Deferred income tax benefit	59,758	45,067
Advertising funds restricted assets	72,116	76,553
Total current assets	584,092	450,384
Properties	1,152,617	1,541,853
Goodwill	872,978	888,921
Other intangible assets	1,309,204	1,358,574
Investments	114,609	102,406
Deferred costs and other assets	67,879	74,559
Total assets	4,101,379	4,416,697
Current liabilities:
Current portion of long-term debt	6,651	17,047
Accounts payable	69,157	81,148
Accrued expenses and other current liabilities	193,510	244,300
Advertising funds restricted liabilities	72,116	76,553
Total current liabilities	341,434	419,048
Long-term debt	1,338,490	1,542,684
Due to parent	19,401	30,808
Deferred income	13,137	11,460
Deferred income taxes	502,598	478,472
Other liabilities	96,806	157,595
Commitments and contingencies
Stockholders’ equity:
Common stock	0	0
Additional paid-in capital	2,436,432	2,423,459
Accumulated deficit	(487,186)	(499,500)
Advances to parent	(155,000)	(155,000)
Accumulated other comprehensive (loss) income	(4,733)	7,671
Total stockholders’ equity	1,789,513	1,776,630
Total liabilities and invested equity	$ 4,101,379	$ 4,416,697

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(6) Fair Value of Financial Instruments (Details) (USD $) In Thousands	Oct. 02, 2011		Jan. 02, 2011
The Wendy's Company [Member] | Debt Instrument 3 [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member] | Interest Rate Swap [Member] | Designated as Hedging Instrument [Member] | Fair Value Hedging [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest rate swaps	$ 13,014
The Wendy's Company [Member] | Debt Instrument 3 [Member] | Portion at Fair Value, Fair Value Disclosure [Member] | Interest Rate Swap [Member] | Designated as Hedging Instrument [Member] | Fair Value Hedging [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest rate swaps	13,014	[1]
Wendy's Restaurants, LLC [Member] | Debt Instrument 3 [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member] | Interest Rate Swap [Member] | Designated as Hedging Instrument [Member] | Fair Value Hedging [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest rate swaps	13,014
Wendy's Restaurants, LLC [Member] | Debt Instrument 3 [Member] | Portion at Fair Value, Fair Value Disclosure [Member] | Interest Rate Swap [Member] | Designated as Hedging Instrument [Member] | Fair Value Hedging [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest rate swaps	13,014	[1]	9,623
Debt Instrument 3 [Member] | Corporate [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member] | Interest Rate Swap [Member] | Designated as Hedging Instrument [Member] | Fair Value Hedging [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest rate swaps	0
Debt Instrument 3 [Member] | Corporate [Member] | Portion at Fair Value, Fair Value Disclosure [Member] | Interest Rate Swap [Member] | Designated as Hedging Instrument [Member] | Fair Value Hedging [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest rate swaps	0	[1]
Wendy's Restaurants, LLC [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Non-current cost investments	22,812
Wendy's Restaurants, LLC [Member] | Portion at Fair Value, Fair Value Disclosure [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Non-current cost investments	25,219	[2]
The Wendy's Company [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Non-current cost investments	27,410
The Wendy's Company [Member] | Portion at Fair Value, Fair Value Disclosure [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Non-current cost investments	45,819	[2]
Corporate [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Non-current cost investments	4,598
Corporate [Member] | Portion at Fair Value, Fair Value Disclosure [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Non-current cost investments	$ 20,600	[2]

[1] The fair values were based on information provided by the bank counterparties that is model-driven and whose inputs were observable or whose significant value drivers were observable.

[2] Fair value of these investments was based entirely on statements of account received from investment managers or investees which were principally based on quoted market or broker/dealer prices. To the extent that some of these investments, including the underlying investments in investment limited partnerships, do not have available quoted market or broker/dealer prices, the Companies relied on valuations performed by the investment managers or investees in valuing those investments or third-party appraisals.

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(12) Transactions with Related Parties (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended	9 Months Ended
	Jan. 02, 2011 sqft	Oct. 02, 2011 options		Oct. 03, 2010		Jul. 05, 2011	Jan. 01, 2011
Wendy's Restaurants, LLC [Member] | Segment, Continuing Operations [Member] | Initial term [Member] | QSCC [Member]
Related Party Transaction [Line Items]
Period of lease (years)		1
Wendy's Restaurants, LLC [Member] | Segment, Continuing Operations [Member] | Amendment [Member] | QSCC [Member]
Related Party Transaction [Line Items]
Period of lease (years)		1
The Wendy's Company [Member] | Segment, Continuing Operations [Member] | General and administrative expense [Member] | The Management Company [Member]
Related Party Transaction [Line Items]
Subleases with related parties		$ (1,225)	[1]	$ (1,228)	[1]
Advisory fees		500	[2]	750	[2]
Liquidation services agreement, related party		220	[3]	331	[3]
Sublease, number of floors		2
Number of installments		2
Liquidation agreement services, amount paid		900
The Wendy's Company [Member] | Segment, Continuing Operations [Member] | General and administrative expense [Member] | TASCO [Member]
Related Party Transaction [Line Items]
Executive use of corporate aircraft		(100)	[4]	(90)	[4]
Extended option for aircraft lease		1
Monthly sublease income, revised		13
Wendy's Restaurants, LLC [Member] | Segment, Continuing Operations [Member]
Related Party Transaction [Line Items]
Subleases with related parties		(157)	[5]	(100)	[5]
Dividends paid		0	[6]	443,700	[6]
Tax sharing payment to parent		13,078	[7]	0	[7]
Share-based compensation		10,917	[8]	9,841	[8]
Wendy's Restaurants, LLC [Member] | Segment, Continuing Operations [Member] | General and administrative expense [Member]
Related Party Transaction [Line Items]
Expense under management services agreement		2,521	[9]	3,763	[9]
Wendy's Restaurants, LLC [Member] | Segment, Continuing Operations [Member] | General and administrative expense [Member] | SSG [Member]
Related Party Transaction [Line Items]
SSG agreement		(2,275)	[10]	4,900	[10]
Wendy's Restaurants, LLC [Member] | Segment, Continuing Operations [Member] | SSG [Member]
Related Party Transaction [Line Items]
Subleases with related parties		(23)		(16)
Commitment to pay expenses		5,145
Commitment to pay expenses, commitment period, in months		24
Wendy's Restaurants, LLC [Member] | Segment, Continuing Operations [Member] | QSCC [Member]
Related Party Transaction [Line Items]
Subleases with related parties		(134)		(84)
Sublease, date of agreement							1/1/2011
Square footage of subleased property	14,333
Revised annual base rental							176
Number of renewal options, lease		5
Sublease, renewal date						Jul. 05, 2011
Wendy's Restaurants, LLC [Member] | Segment, Continuing Operations [Member] | The Management Company [Member]
Related Party Transaction [Line Items]
Advisory fees		0	[2]	2,465	[2]
The Wendy's Company [Member]
Related Party Transaction [Line Items]
Share-based compensation		13,756		10,519
Wendy's Restaurants, LLC [Member]
Related Party Transaction [Line Items]
Dividends paid		0		443,700
Tax sharing payment to parent		13,078		0
Share-based compensation		$ 12,973		$ 9,841

[1] The Wendy’s Company recognized income of $1,225 and $1,228 from the Management Company under subleases, which expire in May 2012, for office space on two of the floors of the Company’s former New York headquarters for the first nine months of 2011 and 2010, respectively, which has been recorded as a reduction of “General and administrative.”

[2] The Companies paid approximately $2,465 in the second quarter of 2010 in fees for corporate finance advisory services in connection with the negotiation and execution of the Wendy’s Restaurants credit agreement. In addition, The Wendy’s Company incurred service fees of $500 and $750 in the first nine months of 2011 and 2010, respectively, which are included in “General and administrative.” These fees were paid to a management company (the “Management Company”) which was formed by our Chairman, who was our former Chief Executive Officer, and our Vice Chairman, who was our former President and Chief Operating Officer, and a director, who was our former Vice Chairman, in connection with a services agreement which expired on June 30, 2011.

[3] The Wendy’s Company paid the Management Company a fee of $900 in two installments in June 2009 and 2010, which was deferred and amortized through its June 30, 2011 expiration date for assistance in the sale, liquidation, or other disposition of certain of our investments. Related amortization of $220 and $331 was recorded in “General and administrative” in the first nine months of 2011 and 2010, respectively.

[4] On June 29, 2011, The Wendy’s Company and TASCO, LLC, an affiliate of the Management Company, entered into an agreement to extend an aircraft lease agreement for an additional one year period (expiring on June 30, 2012) for an increased monthly rent of $13. Under the extended lease agreement, TASCO, LLC continues to be responsible for operating costs related to the aircraft’s usage. The Wendy’s Company received lease income of $100 and $90 in the first nine months of 2011 and 2010, respectively, which is included as an offset to “General and administrative.” We intend to dispose of the Company-owned aircraft leased under the lease agreement discussed above as soon as practicable. As of October 2, 2011, the aircraft has a carrying value that approximates its fair value, is classified as held-for-sale, and is included in “Prepaid expenses and other current assets.”

[5] Wendy’s and QSCC entered into a sublease amendment, effective January 1, 2011, which increased the office space subleased to QSCC to 14,333 square feet for a one year period for a revised annual base rental of $176 with five one-year renewal options. On July 5, 2011, QSCC renewed the lease for a one year period ending December 31, 2012. The Companies received $23 and $16 of sublease income from SSG and $134 and $84 of sublease income from QSCC during the first nine months of 2011 and 2010, respectively.

[6] Wendy’s Restaurants paid cash dividends to The Wendy’s Company which were charged to “Invested equity.”

[7] Wendy’s Restaurants made cash payments to The Wendy’s Company under a tax sharing agreement, as discussed in Note 8.

[8] Wendy’s Restaurants incurs share based compensation costs for The Wendy’s Company Common Stock awards issued to certain employees under The Wendy’s Company various equity plans. Such compensation cost is allocated by The Wendy’s Company to Wendy’s Restaurants and is correspondingly recorded as capital contributions from The Wendy’s Company.

[9] Wendy’s Restaurants incurred $2,521 and $3,763 for management services during the first nine months of 2011 and 2010, respectively. Such fees were included in “General and administrative” and were settled through Wendy’s Restaurants’ intercompany account with The Wendy’s Company. Effective upon the sale of Arby’s, the agreement for such management services was terminated.

[10] As agreed by its board of directors in March 2011, effective April 2011 the activities of Strategic Sourcing Group Co-op, LLC (“SSG”) were transferred to the Wendy’s independent purchasing cooperative, Quality Supply Chain Co-op (“QSCC”), and Arby’s independent purchasing cooperative (“ARCOP”), which, following the sale of Arby’s, is no longer a related party. Wendy’s Restaurants had committed to pay approximately $5,145 of SSG expenses, of which $4,900 was expensed in the first quarter of 2010, and was to be paid over a 24 month period through March 2012. During the first quarter of 2011, the remaining accrued commitment of $2,275 was reversed and credited to “General and administrative.”

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(10) Debt and Equity Invested Equity/Stockholders' Equity (Details) (USD $) In Thousands	9 Months Ended
	Oct. 02, 2011		Oct. 03, 2010
The Wendy's Company [Member]
Statement of Equity [Roll Forward]
Balance, beginning of year	$ 2,163,174		$ 2,336,339
Comprehensive (loss) income	(6,858)	[1]	14,347	[1]
Share-based compensation	13,756		10,519
Exercises of stock options	5,199		1,227
Dividends paid	(24,584)		(19,260)
Repurchases of common stock for treasury	(152,681)		(167,744)
Other	(653)		(841)
Balance, end of period	1,997,353		2,174,587
Wendy's Restaurants, LLC [Member]
Statement of Equity [Roll Forward]
Balance, beginning of year	1,776,630		2,197,907
Comprehensive (loss) income	(90)	[2]	15,061	[2]
Share-based compensation	12,973		9,841
Dividends paid to The Wendy's Company	0		(443,700)
Other	0		(76)
Balance, end of period	$ 1,789,513		$ 1,779,033

[1] The following is a summary of the components of comprehensive income, net of income taxes: Nine Months Ended October 2, 2011 October 3, 2010Net income$5,891 $6,433Net change in currency translation adjustment(12,703) 7,878Net unrealized losses on available-for-sale securities— (59)Change in net unrecognized pension loss(46) 95 Other comprehensive (loss) income (12,749) 7,914 Comprehensive (loss) income$(6,858) $14,347

[2] The following is a summary of the components of comprehensive income, net of income taxes: Nine Months Ended October 2, 2011 October 3, 2010Net income$12,314 $7,172Net change in currency translation adjustment(12,703) 7,878Change in net unrecognized pension loss (b)299 11 Other comprehensive (loss) income (12,404) 7,889 Comprehensive (loss) income$(90) $15,061(b)Includes the reclassification of the change in net unrecognized pension loss related to Arby’s pension liability to a subsidiary of The Wendy’s Company.

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(10) Debt and Equity Components of Comprehensive Income (Details) (USD $) In Thousands	3 Months Ended		9 Months Ended
	Oct. 02, 2011	Oct. 03, 2010	Oct. 02, 2011		Oct. 03, 2010
The Wendy's Company [Member]
Net (loss) income	$ (3,966)	$ (909)	$ 5,891		$ 6,433
Net change in currency translation adjustment			(12,703)		7,878
Net unrealized losses on available-for-sale securities			0		(59)
Change in net unrecognized pension loss			(46)		95
Other comprehensive (loss) income			(12,749)		7,914
Comprehensive (loss) income			(6,858)	[1]	14,347	[1]
Wendy's Restaurants, LLC [Member]
Net (loss) income	(1,600)	357	12,314		7,172
Net change in currency translation adjustment			(12,703)		7,878
Change in net unrecognized pension loss			299	[2]	11	[2]
Other comprehensive (loss) income			(12,404)		7,889
Comprehensive (loss) income			$ (90)	[3]	$ 15,061	[3]

[1] The following is a summary of the components of comprehensive income, net of income taxes: Nine Months Ended October 2, 2011 October 3, 2010Net income$5,891 $6,433Net change in currency translation adjustment(12,703) 7,878Net unrealized losses on available-for-sale securities— (59)Change in net unrecognized pension loss(46) 95 Other comprehensive (loss) income (12,749) 7,914 Comprehensive (loss) income$(6,858) $14,347

[2] Includes the reclassification of the change in net unrecognized pension loss related to Arby’s pension liability to a subsidiary of The Wendy’s Company.

[3] The following is a summary of the components of comprehensive income, net of income taxes: Nine Months Ended October 2, 2011 October 3, 2010Net income$12,314 $7,172Net change in currency translation adjustment(12,703) 7,878Change in net unrecognized pension loss (b)299 11 Other comprehensive (loss) income (12,404) 7,889 Comprehensive (loss) income$(90) $15,061(b)Includes the reclassification of the change in net unrecognized pension loss related to Arby’s pension liability to a subsidiary of The Wendy’s Company.

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(16) Guarantor/Non-Guarantor Statements of Cash Flows (Details) (Wendy's Restaurants, LLC [Member], USD $) In Thousands	9 Months Ended
	Oct. 02, 2011	Oct. 03, 2010
Cash flows from operating activities:
Net income (loss)	$ 12,314	$ 7,172
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Equity in (income) loss from operations of subsidiaries	0	0
Depreciation and amortization	112,503	136,051
Net receipt of deferred vendor incentives	13,876	10,096
Share-based compensation provision	12,973	9,841
Distributions received from joint venture	10,784	9,718
Impairment of long-lived assets	9,820	41,424
Loss on disposal of Arby’s	8,849	0
Deferred income tax (benefit) provision, net	8,600	(4,918)
Non-cash rent expense (credit)	6,166	7,152
Accretion of long-term debt	6,137	13,013
Write-off and amortization of deferred financing costs	4,854	10,378
Tax sharing (receivable from) payable to parent, net	2,437	(8,673)
Provision for (recovery of) doubtful accounts	2,004	7,586
Tax sharing receipt from (payment to) affiliate, net	0	0
Other operating transactions with affiliates	(4,366)	(6,831)
Equity in earnings in joint ventures, net	(7,817)	(7,127)
Tax sharing payment to The Wendy's Company	(13,078)	0
Other, net	191	(1,731)
Changes in operating assets and liabilities:
Accounts and notes receivable	(6,664)	(6,721)
Inventories	(210)	1,824
Prepaid expenses and other current assets	(8,520)	(7,386)
Accounts payable	8,960	(7,289)
Accrued expenses and other current liabilities	(513)	(32,616)
Net cash provided by operating activities	179,300	170,963
Cash flows from investing activities:
Proceeds from sale of Arby’s, net	103,162	0
Proceeds from dispositions	3,799	4,394
Capital expenditures	(91,913)	(94,736)
Restaurant acquisitions	(6,613)	0
Franchise incentive loans	(1,269)	0
Investment in joint venture	(1,183)	0
Other, net	(245)	1,369
Net cash provided by (used in) investing activities	5,738	(88,973)
Cash flows from financing activities:
Proceeds from long-term debt	0	497,661
Repayments of long-term debt	(35,594)	(462,831)
Dividends paid to The Wendy's Company	0	(443,700)
Capital contribution from Parent	0	0
Dividend paid to Parent	0
Redemption of preferred stock		0
Deferred financing costs	(57)	(16,286)
Net cash used in financing activities	(35,651)	(425,156)
Net cash (used in) provided by operations before effect of exchange rate changes on cash	149,387	(343,166)
Effect of exchange rate changes on cash	(2,556)	894
Net increase (decrease) in cash and cash equivalents	146,831	(342,272)
Cash and cash equivalents at beginning of period	198,686	538,864
Cash and cash equivalents at end of period	345,517	196,592
Parent [Member]
Cash flows from operating activities:
Net income (loss)	12,314	7,172
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Equity in (income) loss from operations of subsidiaries	(89,796)	(26,830)
Depreciation and amortization	7,886	9,341
Net receipt of deferred vendor incentives	0	0
Share-based compensation provision	8,480	2,950
Distributions received from joint venture	0	0
Impairment of long-lived assets	0	0
Loss on disposal of Arby’s	8,849
Deferred income tax (benefit) provision, net	8,856	(1,485)
Non-cash rent expense (credit)	0	0
Accretion of long-term debt	1,590	1,229
Write-off and amortization of deferred financing costs	4,854	3,133
Tax sharing (receivable from) payable to parent, net	(57,495)	(38,855)
Provision for (recovery of) doubtful accounts	0	0
Tax sharing receipt from (payment to) affiliate, net	36,000	32,000
Other operating transactions with affiliates	58,509	(734)
Equity in earnings in joint ventures, net	0	0
Tax sharing payment to The Wendy's Company	(13,078)
Other, net	(948)	2,527
Changes in operating assets and liabilities:
Accounts and notes receivable	(806)	(42)
Inventories	(6)	0
Prepaid expenses and other current assets	(1,727)	1,185
Accounts payable	2,370	712
Accrued expenses and other current liabilities	(6,749)	(25,060)
Net cash provided by operating activities	(20,897)	(32,757)
Cash flows from investing activities:
Proceeds from sale of Arby’s, net	110,238
Proceeds from dispositions	98	0
Capital expenditures	(7,602)	(12,890)
Restaurant acquisitions	0
Franchise incentive loans	0
Investment in joint venture	0
Other, net	0	0
Net cash provided by (used in) investing activities	102,734	(12,890)
Cash flows from financing activities:
Proceeds from long-term debt		497,500
Repayments of long-term debt	(28,816)	(1,411)
Dividends paid to The Wendy's Company		(68,700)
Capital contribution from Parent	(30,000)	(474,569)
Dividend paid to Parent	40,000
Redemption of preferred stock		0
Deferred financing costs	(57)	(16,286)
Net cash used in financing activities	(18,873)	(63,466)
Net cash (used in) provided by operations before effect of exchange rate changes on cash	62,964	(109,113)
Effect of exchange rate changes on cash	0	0
Net increase (decrease) in cash and cash equivalents	62,964	(109,113)
Cash and cash equivalents at beginning of period	79,355	237,607
Cash and cash equivalents at end of period	142,319	128,494
Guarantor Subsidiaries [Member]
Cash flows from operating activities:
Net income (loss)	88,779	32,420
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Equity in (income) loss from operations of subsidiaries	5,275	38,142
Depreciation and amortization	74,572	77,983
Net receipt of deferred vendor incentives	6,789	5,009
Share-based compensation provision	3,821	4,330
Distributions received from joint venture	0	0
Impairment of long-lived assets	7,890	17,695
Loss on disposal of Arby’s	0
Deferred income tax (benefit) provision, net	(826)	(3,433)
Non-cash rent expense (credit)	6,434	7,227
Accretion of long-term debt	4,383	11,571
Write-off and amortization of deferred financing costs	0	0
Tax sharing (receivable from) payable to parent, net	59,932	30,182
Provision for (recovery of) doubtful accounts	(319)	2,163
Tax sharing receipt from (payment to) affiliate, net	(36,000)	(32,000)
Other operating transactions with affiliates	(2,651)	(30,430)
Equity in earnings in joint ventures, net	0	0
Tax sharing payment to The Wendy's Company	0
Other, net	2,342	1,402
Changes in operating assets and liabilities:
Accounts and notes receivable	(1,891)	3,042
Inventories	1,031	570
Prepaid expenses and other current assets	(3,551)	(4,077)
Accounts payable	527	(3,875)
Accrued expenses and other current liabilities	9,037	(9,895)
Net cash provided by operating activities	225,574	148,026
Cash flows from investing activities:
Proceeds from sale of Arby’s, net	0
Proceeds from dispositions	2,865	2,174
Capital expenditures	(71,712)	(40,237)
Restaurant acquisitions	(6,613)
Franchise incentive loans	(1,269)
Investment in joint venture	(1,183)
Other, net	0	0
Net cash provided by (used in) investing activities	(77,912)	(38,063)
Cash flows from financing activities:
Proceeds from long-term debt		0
Repayments of long-term debt	(487)	(200,551)
Dividends paid to The Wendy's Company		(361,000)
Capital contribution from Parent	0	215,000
Dividend paid to Parent	(40,000)
Redemption of preferred stock		19,877
Deferred financing costs	0	0
Net cash used in financing activities	(40,487)	(326,674)
Net cash (used in) provided by operations before effect of exchange rate changes on cash	107,175	(216,711)
Effect of exchange rate changes on cash	0	0
Net increase (decrease) in cash and cash equivalents	107,175	(216,711)
Cash and cash equivalents at beginning of period	53,810	255,230
Cash and cash equivalents at end of period	160,985	38,519
Non-Guarantor Subsidiaries [Member]
Cash flows from operating activities:
Net income (loss)	(4,258)	(43,732)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Equity in (income) loss from operations of subsidiaries	0	0
Depreciation and amortization	30,045	48,727
Net receipt of deferred vendor incentives	7,087	5,087
Share-based compensation provision	672	2,561
Distributions received from joint venture	10,784	9,718
Impairment of long-lived assets	1,930	23,729
Loss on disposal of Arby’s	0
Deferred income tax (benefit) provision, net	570	0
Non-cash rent expense (credit)	(268)	(75)
Accretion of long-term debt	164	213
Write-off and amortization of deferred financing costs	0	7,245
Tax sharing (receivable from) payable to parent, net	0	0
Provision for (recovery of) doubtful accounts	2,323	5,423
Tax sharing receipt from (payment to) affiliate, net	0	0
Other operating transactions with affiliates	(60,224)	24,333
Equity in earnings in joint ventures, net	(7,817)	(7,127)
Tax sharing payment to The Wendy's Company	0
Other, net	(1,203)	(5,660)
Changes in operating assets and liabilities:
Accounts and notes receivable	(3,967)	(9,721)
Inventories	(1,235)	1,254
Prepaid expenses and other current assets	(3,242)	(4,494)
Accounts payable	6,063	(4,126)
Accrued expenses and other current liabilities	(2,801)	2,339
Net cash provided by operating activities	(25,377)	55,694
Cash flows from investing activities:
Proceeds from sale of Arby’s, net	(7,076)
Proceeds from dispositions	836	2,220
Capital expenditures	(12,599)	(41,609)
Restaurant acquisitions	0
Franchise incentive loans	0
Investment in joint venture	0
Other, net	(245)	1,369
Net cash provided by (used in) investing activities	(19,084)	(38,020)
Cash flows from financing activities:
Proceeds from long-term debt		161
Repayments of long-term debt	(6,291)	(260,869)
Dividends paid to The Wendy's Company		(14,000)
Capital contribution from Parent	30,000	259,569
Dividend paid to Parent	0
Redemption of preferred stock		(19,877)
Deferred financing costs	0	0
Net cash used in financing activities	23,709	(35,016)
Net cash (used in) provided by operations before effect of exchange rate changes on cash	(20,752)	(17,342)
Effect of exchange rate changes on cash	(2,556)	894
Net increase (decrease) in cash and cash equivalents	(23,308)	(16,448)
Cash and cash equivalents at beginning of period	65,521	46,027
Cash and cash equivalents at end of period	42,213	29,579
Consolidation, Eliminations [Member]
Cash flows from operating activities:
Net income (loss)	(84,521)	11,312
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Equity in (income) loss from operations of subsidiaries	84,521	(11,312)
Depreciation and amortization	0	0
Net receipt of deferred vendor incentives	0	0
Share-based compensation provision	0	0
Distributions received from joint venture	0	0
Impairment of long-lived assets	0	0
Loss on disposal of Arby’s	0
Deferred income tax (benefit) provision, net	0	0
Non-cash rent expense (credit)	0	0
Accretion of long-term debt	0	0
Write-off and amortization of deferred financing costs	0	0
Tax sharing (receivable from) payable to parent, net	0	0
Provision for (recovery of) doubtful accounts	0	0
Tax sharing receipt from (payment to) affiliate, net	0	0
Other operating transactions with affiliates	0	0
Equity in earnings in joint ventures, net	0	0
Tax sharing payment to The Wendy's Company	0
Other, net	0	0
Changes in operating assets and liabilities:
Accounts and notes receivable	0	0
Inventories	0	0
Prepaid expenses and other current assets	0	0
Accounts payable	0	0
Accrued expenses and other current liabilities	0	0
Net cash provided by operating activities	0	0
Cash flows from investing activities:
Proceeds from sale of Arby’s, net	0
Proceeds from dispositions	0	0
Capital expenditures	0	0
Restaurant acquisitions	0
Franchise incentive loans	0
Investment in joint venture	0
Other, net	0	0
Net cash provided by (used in) investing activities	0	0
Cash flows from financing activities:
Proceeds from long-term debt		0
Repayments of long-term debt	0	0
Dividends paid to The Wendy's Company		0
Capital contribution from Parent	0	0
Dividend paid to Parent	0
Redemption of preferred stock		0
Deferred financing costs	0	0
Net cash used in financing activities	0	0
Net cash (used in) provided by operations before effect of exchange rate changes on cash	0	0
Effect of exchange rate changes on cash	0	0
Net increase (decrease) in cash and cash equivalents	0	0
Cash and cash equivalents at beginning of period	0	0
Cash and cash equivalents at end of period	$ 0	$ 0

XML

(6) Fair Value of Financial Instruments Fair Value of Financial Instruments 2 (Details) (USD $) In Thousands	Oct. 02, 2011
Wendy's Restaurants, LLC [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member] | 10% senior notes (d) | Unsecured Debt [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, including current portion	$ 554,474
Wendy's Restaurants, LLC [Member] | Portion at Fair Value, Fair Value Disclosure [Member] | 10% senior notes (d) | Unsecured Debt [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, including current portion	602,855	[1]
Wendy's Restaurants, LLC [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member] | Wendy's Restaurants term loan [Member] | Secured Debt [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, including current portion	467,163
Wendy's Restaurants, LLC [Member] | Portion at Fair Value, Fair Value Disclosure [Member] | Wendy's Restaurants term loan [Member] | Secured Debt [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, including current portion	466,718	[1]
Wendy's Restaurants, LLC [Member] | 6.20% senior notes (d) | Carrying (Reported) Amount, Fair Value Disclosure [Member] | Unsecured Debt [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, including current portion	224,777
Wendy's Restaurants, LLC [Member] | 6.20% senior notes (d) | Portion at Fair Value, Fair Value Disclosure [Member] | Unsecured Debt [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, including current portion	234,000	[1]
Wendy's Restaurants, LLC [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member] | Sale-leaseback obligations [Member] (e) | Secured Debt [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, including current portion	1,460
Wendy's Restaurants, LLC [Member] | Portion at Fair Value, Fair Value Disclosure [Member] | Sale-leaseback obligations [Member] (e) | Secured Debt [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, including current portion	1,732	[2]
Wendy's Restaurants, LLC [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member] | Capitalized lease obligations (e) | Secured Debt [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, including current portion	14,151
Wendy's Restaurants, LLC [Member] | Portion at Fair Value, Fair Value Disclosure [Member] | Capitalized lease obligations (e) | Secured Debt [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, including current portion	15,585	[2]
Wendy's Restaurants, LLC [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member] | 7% debentures (d) | Unsecured Debt [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, including current portion	82,056
Wendy's Restaurants, LLC [Member] | Portion at Fair Value, Fair Value Disclosure [Member] | 7% debentures (d) | Unsecured Debt [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, including current portion	87,500	[1]
Wendy's Restaurants, LLC [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member] | Other [Member] | Unsecured Debt [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, including current portion	1,060
Wendy's Restaurants, LLC [Member] | Portion at Fair Value, Fair Value Disclosure [Member] | Other [Member] | Unsecured Debt [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, including current portion	1,088
Corporate [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member] | 6.54% aircraft term loan (e) | Secured Debt [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, including current portion	11,654
Corporate [Member] | Portion at Fair Value, Fair Value Disclosure [Member] | 6.54% aircraft term loan (e) | Secured Debt [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, including current portion	11,840	[2]
Wendy's Restaurants, LLC [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member] | Financial Guarantee [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Guarantees	420
Wendy's Restaurants, LLC [Member] | Portion at Fair Value, Fair Value Disclosure [Member] | Financial Guarantee [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Guarantees	420	[3]
The Wendy's Company [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, including current portion	1,356,795
Wendy's Restaurants, LLC [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, including current portion	1,345,141
The Wendy's Company [Member] | Portion at Fair Value, Fair Value Disclosure [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, including current portion	1,421,318
Wendy's Restaurants, LLC [Member] | Portion at Fair Value, Fair Value Disclosure [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, including current portion	$ 1,409,478

[1] The fair values were based on quoted market prices.

[2] The fair values were determined by discounting the future scheduled principal payments using an interest rate assuming the same original issuance spread over a current U.S. Treasury bond yield for securities with similar durations.

[3] Wendy’s provided loan guarantees to various lenders on behalf of franchisees entering into pooled debt facility arrangements for new store development and equipment financing. Wendy’s has accrued a liability for the fair value of these guarantees, the calculation for which was based upon a weighted average risk percentage established at the inception of each program.