8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 12, 2012 (June 11, 2012)

Commission file number: 1-2207

THE WENDY’S COMPANY

(Exact name of registrant 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 or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registration under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange (17 CFR 240.13e-4(c))

ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

On June 11, 2012, Wendy's International, Inc. (“Wendy's”), an indirect wholly-owned subsidiary of The Wendy's Company (the “Company”), completed the purchase of 30 Wendy's restaurants in the Austin, Texas area from Pisces Foods, L.P. ("Pisces"), Near Holdings, L.P., David Near and Jason Near (collectively, the “Sellers”), pursuant to the terms of an Asset Purchase Agreement by and among Wendy's and the Sellers dated as of June 5, 2012 (the “Agreement”). On June 12, 2012, the Company filed a Current Report on Form 8-K with the Securities and Exchange Commission ("SEC") announcing the completion of the purchase.

This Form 8-K/A amends the Current Report on Form 8-K filed on June 12, 2012 to provide the audited financial statements of Pisces for the year ended January 1, 2012, as well as the pro forma financial information required by Item 9.01 of Form 8-K which was not previously filed with the Form 8-K filed on June 12, 2012 and is permitted to be filed by amendment no later than 71 calendar days after the initial Form 8-K was required to be filed with the SEC.

The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement, which is attached as Exhibit 2.1 to the Current Report on Form 8-K filed on June 12, 2012.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(a)     Financial statements of businesses acquired.

The audited balance sheet of Pisces Foods, L.P. as of January 1, 2012, and the audited statement of income and audited statement of cash flows for the year ended January 1, 2012, including notes to the financial statements, are attached hereto as Exhibit 99.1 and are incorporated herein by reference.

The unaudited balance sheet of Pisces Foods, L.P. as of April 1, 2012 and the unaudited statements of income and cash flows for the thirteen weeks ended April 1, 2012 and April 3, 2011, including notes to the financial statements, are attached hereto as Exhibit 99.2 and are incorporated herein by reference.

(b) Pro forma financial information.

The unaudited pro forma combined condensed consolidated balance sheet as of April 1, 2012 and unaudited pro forma combined condensed consolidated statements of operations of The Wendy’s Company for the three months ended April 1, 2012 and the year ended January 1, 2012, including notes to the unaudited pro forma combined condensed consolidated financial statements, are attached hereto as Exhibit 99.3 and are incorporated herein by reference.

(d)     Exhibits

Exhibit No.	Description
23.1	Consent of PMB Helin Donovan, LLP.
99.1	The audited balance sheet of Pisces Foods, L.P. as of January 1, 2012, and the audited statement of income and audited statement of cash flows for the year ended January 1, 2012, including notes to the financial statements.
99.2	The unaudited balance sheet of Pisces Foods, L.P. as of April 1, 2012 and the unaudited statements of income and cash flows for the thirteen weeks ended April 1, 2012 and April 3, 2011, including notes to the financial statements.
99.3	The unaudited pro forma combined condensed consolidated balance sheet as of April 1, 2012 and unaudited pro forma combined condensed consolidated statements of operations of The Wendy’s Company for the three months ended April 1, 2012 and the year ended January 1, 2012, including notes to the unaudited pro forma combined condensed consolidated financial statements.

2

SIGNATURES

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

	THE WENDY’S COMPANY (Registrant)
Date:  July 12, 2012	By: /s/ Stephen E. Hare
	Stephen E. Hare
	Senior Vice President and
	Chief Financial Officer

3

Exhibit Index

Exhibit No.	Description
23.1	Consent of PMB Helin Donovan, LLP.
99.1	The audited balance sheet of Pisces Foods, L.P. as of January 1, 2012, and the audited statement of income and audited statement of cash flows for the year ended January 1, 2012, including notes to the financial statements.
99.2	The unaudited balance sheet of Pisces Foods, L.P. as of April 1, 2012 and the unaudited statements of income and cash flows for the thirteen weeks ended April 1, 2012 and April 3, 2011, including notes to the financial statements.
99.3	The unaudited pro forma combined condensed consolidated balance sheet as of April 1, 2012 and unaudited pro forma combined condensed consolidated statements of operations of The Wendy’s Company for the three months ended April 1, 2012 and the year ended January 1, 2012, including notes to the unaudited pro forma combined condensed consolidated financial statements.

4

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

The Wendy's Company:

We hereby consent to the incorporation by reference in the Registration Statement Nos. 333-50051, 333-82069, 333-97569, 333-155273 and 333-167170 on Form S-8 and Registration Statement No. 333-180474 on Form S-3 of The Wendy's Company, of our report dated March 21, 2012 relating to the financial statements of Pisces Foods, LP, which appears in this Form 8-K/A of The Wendy's Company.

/s/ PMB Helin Donovan LLP

Certified Public Accountants

Austin, Texas

July 12, 2012

EX-99.1

EXHIBIT 99.1

PISCES FOODS, LP

Index to Financial Statements

January 01, 2012

Independent Auditors' Report	1
Financial Statements
Balance Sheet	2
Statement of Income	3
Statement of Partners' Capital	4
Statement of Cash Flows	5
Notes to Financial Statements	6 - 11

Independent Auditors' Report

To the Partners of

Pisces Foods, LP:

We have audited the accompanying balance sheets of Pisces Foods, LP as of January 1, 2012 and the related statements of income, partners' capital, and cash flows for the fiscal year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Pisces Foods, LP as of January 1, 2012 and the results of its operations and its cash flows for the fiscal year then ended in conformity with generally accepted accounting principles in the United States of America.

/s/ PMB Helin Donovan, LLP

Austin, Texas

March 21, 2012

1

PISCES FOODS, LP

Balance Sheet

As of January 01, 2012

ASSETS
Current assets
Cash and cash equivalents	$	3,857,494
Prepaid expenses and other current assets	209,186
Total current assets	4,066,680
Related party receivable	1,059,514
Property and equipment, net	25,488,451
Intangible assets, net	144,151
Goodwill	1,964,476
Other assets	18,276
TOTAL ASSETS	$	32,741,548
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities
Accounts payable and accrued expenses	$	3,180,465
Current maturities of long-term debt	1,772,705
Total current liabilities	4,953,170
Long term debt, less current portion	11,780,193
TOTAL LIABILITIES	16,733,363
Partners' capital	16,008,185
TOTAL LIABILITIES AND PARTNERS' CAPITAL	$	32,741,548

See accompanying notes and independent auditors' report.

2

PISCES FOODS, LP

Statement of Income

For the Year Ended January 01, 2012

RESTAURANT SALES	$	44,964,811
COST OF RESTAURANT SALES
Food and paper products	14,879,609
Wages and benefits	12,527,251
Occupancy and other	10,922,938
Total cost of restaurant sales	38,329,798
INCOME FROM RESTAURANT OPERATIONS	6,635,013
SELLING, GENERAL AND ADMINISTRATIVE COSTS	2,865,739
INCOME FROM OPERATIONS	3,769,274
OTHER EXPENSE
Interest expense	(746,370		)
Loss on the disposal of assets	(492		)
Total other expense	(746,862		)
NET INCOME BEFORE INCOME TAXES	3,022,412
Income tax expense	71,512
NET INCOME	$	2,950,900

See accompanying notes and independent auditors' report.

3

PISCES FOODS, LP

Statement of Partners' Capital

For the Year Ended January 01, 2012

Balance at January 02, 2011	$	13,081,263
Net income	2,950,900
Distributions	(1,457,888		)
Distribution of property	(13,661		)
Contribution through the conversion of related party notes payable (Note 4)	1,447,571
Balance at January 01, 2012	$	16,008,185

See accompanying notes and independent auditors' report.

4

PISCES FOODS, LP

Statement of Cash Flows

For the Year Ended January 01, 2012

CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	2,950,900
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation of property and equipment	1,710,554
Amortization of intangible assets	40,820
(Gain) loss on disposal of fixed assets	492
Changes in operating assets and liabilities that provided cash:
Prepaid expenses and other current assets	6,876
Related party receivables	(446,296		)
Other assets	16,916
Accounts payable and accrued expenses	217,953
NET CASH PROVIDED BY OPERATING ACTIVITIES	4,498,215
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of land, property and equipment	(847,316		)
NET CASH USED IN INVESTING ACTIVITIES	(847,316		)
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on debt	(1,905,106		)
Distributions to the partners	(1,457,888		)
NET CASH USED IN FINANCING ACTIVITIES	(3,362,994		)
NET INCREASE (DECREASE) IN CASH	287,905
CASH AT BEGINNING OF YEAR	3,569,589
CASH AT END OF YEAR	$	3,857,494
SUPPLEMENTAL DISCLOSURE
Cash paid for interest	$	756,810
Cash paid for income taxes	$	78,096
NON-CASH FINANCING ACTIVITIES
Non-cash distributions	$	13,661
Non-cash contributions	$	1,447,571

See accompanying notes and independent auditors' report.

5

PISCES FOODS, LP

Notes to Financial Statements

As of and for the Year Ended January 1, 2012

Note 1 - Organization and Nature of Business

Organization

Pisces Foods, LP (the "Company"), a Texas Limited Partnership founded in 1995, owns and operates Wendy's Old Fashioned Hamburger restaurants in the greater Austin, Texas area. The Company has rights as a franchisee to develop the central Texas market for Wendy's Old Fashioned Hamburgers. The Company owned 32 stores as of January 1, 2012.

The general partner is Near Group, LLC which owns a 1% interest. The general partner has the sole and exclusive right to manage the business of the Company. Profits are allocated to the partners in such amounts as the general partner in its sole discretion may determine. The general partner may make non-pro rata allocations.

Note 2 - Significant Accounting Policies

Basis of Accounting

These financial statements are presented on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States (“GAAP”) whereby revenues are recognized in the period earned and expenses when incurred. The Company uses the same year end as the franchisor which results in a 52 - 53 week fiscal year basis.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates that affect certain reported amounts and disclosures. Significant estimates include the determination of the useful lives of property and equipment and intangible assets. The Company is subject to uncertainty of future events, economic, environmental and political factors and changes in the Company's business environment; therefore, actual results could differ from these estimates. Accordingly, accounting estimates used in the preparation of the Company's financial statements will change as new events occur, more experience is acquired, as additional information is obtained, and as the Company's operating environment changes. Changes are made in estimates as circumstances warrant. Such changes in estimates and refinement of estimation methodologies are reflected in the statements.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all short term, highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents are held by high credit quality financial institutions and no amounts exceeded the FDIC insured limits as of January 1, 2012.

Inventories

The Company includes inventories of food and paper products in prepaid and other current assets on the balance sheet. Inventories are stated at the lower of cost or market based on a first-in first-out method.

Property and Equipment

Property and equipment are stated at cost. Land is stated at cost and is not depreciated. Depreciation is provided in amounts sufficient to relate the cost of depreciable assets to operations over the estimated lives using the straight-line method. Leasehold improvements are amortized over the term of the respective leases, buildings are generally depreciated over 39 years, and all other machinery and equipment are depreciated over five to seven years.

Expenditures for maintenance and repairs are charged to expense as incurred. Major expenditures for additions, replacements and betterments are capitalized. When assets are sold, retired or fully depreciated, the cost, reduced by the related amount of accumulated depreciation, is removed from the accounts and any resulting gain or loss is recognized as income or expense.

Long-Lived Assets

Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets and is recorded in the period in which the determination was made. No indicators of impairment existed at January 1, 2012. During the year ended January 1, 2012, the Company disposed of certain property and equipment, resulting in a loss on disposal of assets of approximately $500.

6

PISCES FOODS, LP

Notes to Financial Statements

As of and for the Year Ended January 1, 2012

(Continued)

Goodwill and Intangible Assets

Goodwill is the excess of purchase price over the fair value of the net assets of acquired business units from Wendy's International in 1996 and was originally recorded at the date of acquisition totaling approximately $3.1 million. Up until the implementation of Accounting Standards Codification 350, Intangibles--Goodwill and Other, which disallowed amortization of goodwill and intangible assets with indefinite lives, the Company recorded approximately $1.1 million of amortization expense.

Since that time, goodwill has not been amortized, but instead is tested for impairment at least annually or more frequently if impairment indicators occur. No impairment losses were recognized in the year ended January 1, 2012.

Intangible assets represent franchise costs paid to Wendy's International required to operate the Company's business units and are amortized over 15 years. As of January 1, 2012, the Company has unamortized franchise costs totaling approximately $144,000 net of accumulated amortization of $568,000.

Income taxes

The Company makes no provision for federal income taxes due to the pass-through tax structure of a partnership. Income is taxed directly to the partners. Accordingly, all taxable income, losses, deductions and credits are allocated to the partners, who are responsible for the payment of taxes thereon.

The Company is subject to the Texas Margin tax, which is based on taxable margin, as defined under the law, rather than being based on federal taxable income. The Texas margin tax is accounted for as an income tax. For the year ended January 1, 2012, the Company recorded Texas margin tax expense of approximately $72,000.

Sales and use taxes

The Company accounts for sales and use taxes on a net basis by excluding the taxes assessed on revenue-producing transactions by the State of Texas from sales and costs of sales.

Fair Value of Financial Instruments

The fair value of the Company's financial instruments reflects the amounts that the Company estimates to receive in connection with the sale of an asset or paid in connection with the transfer of a liability in an orderly transaction between market participants at the measurement date (exit price). For financial assets and liabilities that are periodically remeasured to fair value, the Company discloses a fair value hierarchy that prioritizes the use of inputs used in valuation techniques into the following three levels:

Level 1 - quoted prices in active markets for identical assets and liabilities.

Level 2 - observable inputs other than quoted prices in active markets for identical assets and liabilities.

Level 3 - unobservable inputs.

The carrying value of cash and cash equivalents, accounts payable and other accrued expenses approximates their fair values due to their short maturities.

The fair value of fixed-rate notes payable is estimated by discounting the future cash flows for each loan category using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. The fair values of adjustable-rate notes payable are assumed to approximate their carrying amount. The fair value of notes payable as of January 1, 2012 is estimated to be $14.0 million, while the carrying value is approximately $13.5 million.

Advertising

Advertising costs are expensed as incurred. Advertising costs expensed in the year ended January 1, 2012 was approximately $2.0 million.

Recent Accounting Pronouncements

In December 2010, the FASB issued the FASB Accounting Standards Update (“ASU”) No. 2010-28 “Intangibles-Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts”(“ASU 2010-28”).Under ASU 2010-28, if the carrying amount of a reporting unit is zero or negative, an entity must assess whether it is more likely than not that goodwill impairment exists. To make that determination, an entity should consider whether there are adverse qualitative factors that could impact the amount of goodwill, including those listed in ASC 350-20-35-30.

7

PISCES FOODS, LP

Notes to Financial Statements

As of and for the Year Ended January 1, 2012

(Continued)

As a result of the new guidance, an entity can no longer assert that a reporting unit is not required to perform the second step of the goodwill impairment test because the carrying amount of the reporting unit is zero or negative, despite the existence of qualitative factors that indicate goodwill is more likely than not impaired. ASU 2010-28 is effective for fiscal years, and for interim periods within those years, beginning after December 15, 2010, with early adoption prohibited. The Company adopted and implemented this ASU during the year ended January 1, 2012 and it did not have an impact on its financial position, results of operations, or cash flows.

In September 2011, the FASB issued ASU No. 2011-08 Intangibles - Goodwill and Other (Topic 350) Testing Goodwill for Impairment. The ASU simplifies how entities, both public and nonpublic, test goodwill for impairment. The revised standard allows an entity to first assess qualitatively whether it is necessary to perform step one of the two-step annual goodwill impairment test. An entity is required to perform step one only if the entity concludes that it is more likely than not that a reporting unit's fair value is less than its carrying amount, a likelihood of more than 50 percent. An entity can choose to perform the qualitative assessment on none, some, or all of its reporting units. Moreover, an entity can bypass the qualitative assessment for any reporting unit in any period and proceed directly to step one of the impairment test, and then perform the qualitative assessment in any subsequent period.

The revised standard is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011 and early adoption is permitted. The Company does not believe this guidance will have any impact on its financial position, results of operations, or cash flows.

Other recent accounting pronouncements issued by the FASB and the American Institute of Certified Public Accountants ("AICPA") did not or are not believed by management to have a material impact on the Company's financial statements.

Note 3 - Property and equipment

Property and equipment consists of the following at January 1, 2012:

Buildings and improvements	$	15,746,417
Leasehold improvements	4,922,409
Furniture, fixtures, and equipment	12,349,582
Automobiles	322,300
Total depreciable property and equipment	33,340,708
Less: Accumulated depreciation	(18,053,052		)
Depreciable property and equipment, net	15,287,656
Land	10,200,795
Total property and equipment	$	25,488,451

During the year ended January 1, 2012, the Company received $25,000 as a return of funds held in escrow associated with the purchase of land acquired in a prior period. This amount was applied against the cost of the land during the current year. Depreciation expense was approximately $1.7 million for the year ended January 1, 2012.

Note 4 - Related Party Notes Payable

In 2002, and amended in 2009, the Company entered into two separate notes payable agreements with related parties for $450,000 and $1,000,000 (collectively the “RP Notes”). These notes charged interest at 1.63% per annum, required monthly interest payments, and were scheduled to mature in January 2018. On August 30, 2011, the holders of the RP Notes assigned all rights to the partners of the Company. At this time, the partners converted the outstanding principal balance on both notes totaling approximately $1.5 million into contributed capital. Interest expense paid on the RP Notes during the year ended January 1, 2012 was approximately $25,000.

8

PISCES FOODS, LP

Notes to Financial Statements

As of and for the Year Ended January 1, 2012

(Continued)

Note 5 - Long-Term Debt and Line of Credit

Notes payable consisted of the following as of January 1, 2012:

Notes payable under a commercial credit facility with GE Capital, fixed interest rates between 6.4% and 7.7%, monthly principal payments of approximately $78,000, maturities between August 2016 and February 2020, secured by substantially all assets of certain restaurants	$	6,765,338
Notes payable under a commercial credit facility with GE Capital, variable interest rates of LIBOR plus 2.2% or 2.7% (2.4% and 2.9% at January 1, 2012), monthly principal payments of approximately $76,000, maturities between June 2011 and December 2018, secured by substantially all assets of certain restaurants	5,824,445
Notes payable under a commercial credit facility with Plains Capital Bank, fixed interest rates between 4.0% and 6.5%, monthly principal payments between $4,000 and $11,000, maturities between February 2017 and February 2025, and secured by substantially all assets of certain restaurants	233,528
Note payable under a commercial credit facility with Plains Capital Bank, variable interest rate of 4% at January 01, 2012 monthly principal payments of approximately $7,000, maturity in February 2025, and secured by substantially all assets of certain restaurants	729,587
Total notes payable	13,552,898
Less: Current portion of long-term notes payable	(1,772,705		)
Total long-term notes payable	$	11,780,193

Principal maturities of long-term debt as of January 1, 2012 are as follows:

Fiscal year ended
2011	$	1,772,705
2012	1,968,528
2013	2,126,972
2014	2,970,578
2015	1,232,407
Thereafter	3,481,708
	$	13,552,898

As of January 1, 2012, the commercial credit facilities contained restrictions which, among other things, require maintenance of certain financial ratios. The Company was in compliance with these restrictions during the year ended January 1, 2012. Prepayment of certain notes payable carries a surcharge ranging from 1 to 5% of the amount prepaid or from 1 to 4% of the outstanding principal balance.

Note 6 - Commitments and Contingencies

Operating Leases

The Company leases an office facility, certain restaurant sites, and office equipment under various operating leases. The lease on the office facility and one restaurant have initial terms of 20 years, with an option to renew for ten more years. Leases on remaining restaurant sites and office equipment have initial terms of 5 to 20 years with options to renew for periods of 5 to 25 years, subject to certain conditions.

9

PISCES FOODS, LP

Notes to Financial Statements

As of and for the Year Ended January 1, 2012

(Continued)

Minimum future rentals on office space and store property as of January 1, 2012 are as follows:

Fiscal year ended
2013	$	752,303
2014	759,168
2015	767,078
2016	767,078
2017	772,278
Thereafter	1,246,069
	$	5,063,974

In addition to the minimum rental payments due, additional payments may be due based on gross sales at certain stores. During the year ended January 1, 2012, contingent rental payments based on gross sales totaled approximately $100,000 and annual rental expense under all property leases amounted to approximately $888,000.

Minimum future rentals on equipment as of January 1, 2012 are as follows:

Fiscal year ended
2013	$	46,620
2014	31,620
2015	28,985
2016	—
2017	—
	$	107,225

Annual rental expense under all equipment leases amounted to approximately $178,000 during the year ended January 1, 2012.

Litigation and Risk Management

The Company is subject to various claims and legal actions arising in the ordinary course of business. There were no material claims or legal actions at January 1, 2012.

The Company also maintains various forms of insurance that the Company's management believes are adequate to reduce the exposure to these risks to an acceptable level.

Franchisor Agreement

The Company is a franchisee of Wendy's Arby's Group. The Company paid 7% of revenues for royalty and national advertising fees, which totaled approximately $3.2 million in the year ending January 1, 2012, which are included in occupancy and other costs of sales on the statements of income. Of this amount, approximately $516,000 was outstanding as of January 1, 2012 and are included in accounts payable and accrued expenses on the balance sheet.

Note 7 - Related Party Transactions

The Company made rental payments for leased space on three properties to a partnership owned by officers of the Company (“Near Holdings). The total rental payments made during the year ended January 1, 2012 was approximately $122,000.

During the year ended January 1, 2012, the Company purchased land valued at approximately $205,000 that was assigned and transferred to Near Holdings and provided certain back office and financial support for Near Holdings, all of which is fully reimbursable to the Company. As of January 1, 2012, the Company held a non-interest bearing receivable from Near Holdings for approximately $1,060,000.

Note 8 - Supplier Concentrations

The Company purchases in excess of 99% of its food and paper products from one vendor. Total purchases from this supplier were $15.6 million for the year ended January 1, 2012.

10

PISCES FOODS, LP

Notes to Financial Statements

As of and for the Year Ended January 1, 2012

(Continued)

Note 9 - Subsequent Events

The Company evaluates events that occur subsequent to the balance sheet date of periodic reports, but before financial statements are issued for periods ending on such dates, for possible adjustment to such financial statements or other disclosure. This evaluation generally occurs through the date at which the Company's financial statements are issued. For the financial statements as of and for the year ended January 1, 2012, this date was March 21, 2012.

11

EX-99.2

EXHIBIT 99.2

PISCES FOODS, LP

Balance Sheets

As of April 1, 2012 and January 1, 2012

	April 1, 2012		January 1, 2012
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	3,979,662	$	3,857,494
Prepaid expenses and other current assets	227,182		209,186
Total current assets	4,206,844		4,066,680
Related party receivable	1,108,154		1,059,514
Property and equipment, net	25,168,536		25,488,451
Intangible assets, net	137,906		144,151
Goodwill	1,964,476		1,964,476
Other assets	18,276		18,276
TOTAL ASSETS	$	32,604,192	$	32,741,548
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities
Accounts payable and accrued expenses	$	2,390,577	$	3,180,465
Deferred revenue	447,128		—
Current maturities of long-term debt	1,791,365		1,772,705
Total current liabilities	4,629,070		4,953,170
Long term debt, less current portion	11,317,204		11,780,193
TOTAL LIABILITIES	15,946,274		16,733,363
Partners' capital	16,657,918		16,008,185
TOTAL LIABILITIES AND PARTNERS' CAPITAL	$	32,604,192	$	32,741,548

See accompanying notes.

1

PISCES FOODS, LP

Statements of Income

For the Thirteen Weeks Ended April 1, 2012 and April 3, 2011

(Unaudited)

	April 1, 2012			April 3, 2011
RESTAURANT SALES	$	11,111,451		$	11,380,223
COST OF RESTAURANT SALES
Food and paper products	3,601,627			3,710,445
Wages and benefits	3,046,690			3,117,670
Occupancy and other	2,648,931			2,688,285
Total cost of restaurant sales	9,297,248			9,516,400
INCOME FROM RESTAURANT OPERATIONS	1,814,203			1,863,823
SELLING, GENERAL AND ADMINISTRATIVE COSTS	793,234			653,063
INCOME FROM OPERATIONS	1,020,969			1,210,760
OTHER INCOME (EXPENSE)
Interest expense	(163,460		)	(191,245		)
Other income (expense)	26,999			(20,132		)
Total other income (expense)	(136,461		)	(211,377		)
NET INCOME BEFORE INCOME TAXES	884,508			999,383
Income tax expense	20,159			17,755
NET INCOME	$	864,349		$	981,628

See accompanying notes.

2

PISCES FOODS, LP

Statement of Partners' Capital

For the Thirteen Weeks Ended April 1, 2012

(Unaudited)

Balance at January 1, 2012	$	16,008,185
Net income	864,349
Distributions	(214,616		)
Balance at April 1, 2012	$	16,657,918

See accompanying notes.

3

PISCES FOODS, LP

Statements of Cash Flows

For the Thirteen Weeks Ended April 1, 2012 and April 3, 2011

(Unaudited)

	April 1, 2012			April 3, 2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	864,349		$	981,628
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation of property and equipment	413,807			411,080
Amortization of intangible assets	6,245			11,744
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(17,996		)	7,381
Related party receivables	(48,640		)	(57,496		)
Accounts payable and accrued expenses	(789,888		)	(650,896		)
Deferred revenue	447,128			549,237
NET CASH PROVIDED BY OPERATING ACTIVITIES	875,005			1,252,678
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of land, property and equipment	(93,892		)	(101,017		)
NET CASH USED IN INVESTING ACTIVITIES	(93,892		)	(101,017		)
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on debt	(444,329		)	(642,398		)
Contributions by the partners	—			26,987
Distributions to the partners	(214,616		)	(79,347		)
NET CASH USED IN FINANCING ACTIVITIES	(658,945		)	(694,758		)
NET INCREASE IN CASH	122,168			456,903
CASH AT BEGINNING OF PERIOD	3,857,494			3,569,589
CASH AT END OF PERIOD	$	3,979,662		$	4,026,492
SUPPLEMENTAL DISCLOSURE
Cash paid for interest	$	165,474		$	254,624
Cash paid for income taxes	$	—		$	—

See accompanying notes.

4

PISCES FOODS, LP

Notes to Financial Statements

April 1, 2012 and January 1, 2012

Note 1 - Organization and Nature of Business

Organization

Pisces Foods, LP (the "Company"), a Texas Limited Partnership founded in 1995, owns and operates Wendy's Old Fashioned Hamburger restaurants in the greater Austin, Texas area. The Company has rights as a franchisee to develop the central Texas market for Wendy's Old Fashioned Hamburgers. The Company owned 32 stores as of April 1, 2012 and January 1, 2012.

The general partner is Near Group, LLC which owns a 1% interest. The general partner has the sole and exclusive right to manage the business of the Company. Profits are allocated to the partners in such amounts as the general partner in its sole discretion may determine. The general partner may make non-pro rata allocations.

Note 2 - Significant Accounting Policies

Basis of Accounting

These financial statements are presented on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States (“GAAP”) whereby revenues are recognized in the period earned and expenses when incurred. The Company uses the same year end as the franchisor which results in a 52 - 53 week fiscal year basis.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates that affect certain reported amounts and disclosures. Significant estimates include the determination of the useful lives of property and equipment and intangible assets. The Company is subject to uncertainty of future events, economic, environmental and political factors and changes in the Company's business environment; therefore, actual results could differ from these estimates. Accordingly, accounting estimates used in the preparation of the Company's financial statements will change as new events occur, more experience is acquired, as additional information is obtained, and as the Company's operating environment changes. Changes are made in estimates as circumstances warrant. Such changes in estimates and refinement of estimation methodologies are reflected in the statements.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all short term, highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents are held by high credit quality financial institutions and no amounts exceeded the FDIC insured limits as of April 1, 2012 and January 1, 2012.

Inventories

The Company includes inventories of food products in prepaid and other current assets on the balance sheets. Inventories are stated at the lower of cost or market based on a first-in first-out method.

Property and Equipment

Property and equipment are stated at cost. Land is stated at cost and is not depreciated. Depreciation is provided in amounts sufficient to relate the cost of depreciable assets to operations over the estimated lives using the straight-line method. Leasehold improvements are amortized over the term of the respective leases, buildings are generally depreciated over 39 years, and all other machinery and equipment are depreciated over five to seven years.

Expenditures for maintenance and repairs are charged to expense as incurred. Major expenditures for additions, replacements and betterments are capitalized. When assets are sold, retired or fully depreciated, the cost, reduced by the related amount of accumulated depreciation, is removed from the accounts and any resulting gain or loss is recognized as income or expense.

Long-Lived Assets

Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets and is recorded in the period in which the determination was made. No indicators of impairment existed at April 1, 2012 and January 1, 2012.

5

PISCES FOODS, LP

Notes to Financial Statements

April 1, 2012 and January 1, 2012

(Continued)

Goodwill and Intangible Assets

Goodwill is the excess of purchase price over the fair value of the net assets of acquired business units from Wendy's International, Inc. (“WII”), an indirect wholly-owned subsidiary of The Wendy's Company, in 1996 and was originally recorded at the date of acquisition totaling approximately $3.1 million. Up until the implementation of Accounting Standards Codification 350, Intangibles--Goodwill and Other, which disallowed amortization of goodwill and intangible assets with indefinite lives, the Company recorded approximately $1.1 million of amortization expense.

Since that time, goodwill has not been amortized, but instead is tested for impairment at least annually or more frequently if impairment indicators occur. No impairment losses were recognized in the thirteen weeks ended April 1, 2012 and April 3, 2011.

Intangible assets represent franchise costs paid to WII required to operate the Company's business units and are amortized over 15 years. As of April 1, 2012 and January 1, 2012, the Company has unamortized franchise costs totaling approximately $138,000 and $144,000 net of accumulated amortization of $574,000 and $568,000, respectively.

Revenue Recognition

Restaurant Sales includes revenues recognized upon delivery of food to the customer at company-owned restaurants and excludes sales taxes collected from the Company's customers. Certain amounts are received annually from soft drink companies to display and sell their products in the Company's stores. The Company defers these amounts and recognizes revenue ratably over twelve months.

Sales and use taxes

The Company accounts for sales and use taxes on a net basis by excluding the taxes assessed on revenue-producing transactions by the State of Texas from sales and costs of sales.

Income taxes

The Company makes no provision for federal income taxes due to the pass-through tax structure of a partnership. Income is taxed directly to the partners. Accordingly, all taxable income, losses, deductions and credits are allocated to the partners, who are responsible for the payment of taxes thereon.

The Company is subject to the Texas Margin tax, which is based on taxable margin, as defined under the law, rather than being based on federal taxable income. The Texas margin tax is accounted for as an income tax. For the thirteen weeks ended April 1, 2012 and April 3, 2011, the Company recorded Texas margin tax expense of approximately $20,000 and $18,000, respectively.

Fair Value of Financial Instruments

The fair value of the Company's financial instruments reflects the amounts that the Company estimates to receive in connection with the sale of an asset or paid in connection with the transfer of a liability in an orderly transaction between market participants at the measurement date (exit price). For financial assets and liabilities that are periodically re-measured to fair value, the Company discloses a fair value hierarchy that prioritizes the use of inputs used in valuation techniques into the following three levels:

Level 1 - quoted prices in active markets for identical assets and liabilities.

Level 2 - observable inputs other than quoted prices in active markets for identical assets and liabilities.

Level 3 - unobservable inputs.

The carrying value of cash and cash equivalents, accounts payable and other accrued expenses approximates their fair values due to their short maturities.

The fair value of fixed-rate notes payable is estimated by discounting the future cash flows for each loan category using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. The fair values of adjustable-rate notes payable are assumed to approximate their carrying amount. The fair value of notes payable as of April 1, 2012 and January 1, 2012 is estimated to be $13.5 million and $14.0 million, while the carrying value is approximately $13.1 million and $13.5 million, respectively.

Advertising

Advertising costs are expensed as incurred. Advertising costs expensed in the thirteen weeks ended April 1, 2012 and April 3, 2011 were approximately $478,000 and $503,000, respectively.

Recent Accounting Pronouncements

In September 2011, the FASB issued ASU No. 2011-08 Intangibles - Goodwill and Other (Topic 350) Testing Goodwill for Impairment. The ASU simplifies how entities, both public and nonpublic, test goodwill for impairment. The revised standard

6

PISCES FOODS, LP

Notes to Financial Statements

April 1, 2012 and January 1, 2012

(Continued)

allows an entity to first assess qualitatively whether it is necessary to perform step one of the two-step annual goodwill impairment test. An entity is required to perform step one only if the entity concludes that it is more likely than not that a reporting unit's fair value is less than its carrying amount, a likelihood of more than 50 percent. An entity can choose to perform the qualitative assessment on none, some, or all of its reporting units. Moreover, an entity can bypass the qualitative assessment for any reporting unit in any period and proceed directly to step one of the impairment test, and then perform the qualitative assessment in any subsequent period.

The revised standard is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011 and early adoption is permitted. The Company adopted and implemented this ASU during the thirteen weeks ended April 1, 2012 and it did not have an impact on its financial position, results of operations, or cash flows.

Other recent accounting pronouncements issued by the FASB and the American Institute of Certified Public Accountants ("AICPA") did not or are not believed by management to have a material impact on the Company's financial statements.

Note 3 - Property and equipment

Property and equipment consists of the following at April 1, 2012 and January 1, 2012:

	April 1, 2012			January 1, 2012
Buildings and improvements	$	15,757,118		$	15,746,417
Leasehold improvements	4,922,409			4,922,409
Furniture, fixtures, and equipment	12,432,773			12,349,582
Automobiles	322,300			322,300
Total depreciable property and equipment	33,434,600			33,340,708
Less: Accumulated depreciation	(18,466,859		)	(18,053,052		)
Depreciable property and equipment, net	14,967,741			15,287,656
Land	10,200,795			10,200,795
Total property and equipment	$	25,168,536		$	25,488,451

Depreciation expense was approximately $414,000 and $411,000 for the thirteen weeks ended April 1, 2012 and April 3, 2011, respectively.

7

PISCES FOODS, LP

Notes to Financial Statements

April 1, 2012 and January 1, 2012

(Continued)

Note 4 - Long-Term Debt

Notes payable consisted of the following as of:

	April 1, 2012			January 1, 2012
Notes payable under a commercial credit facility with GE Capital, fixed interest rates between 6.4% and 7.7%, monthly principal payments of approximately $78,000, maturities between March 2015 and February 2020, secured by all assets of certain restaurants	$	6,510,542		$	6,765,338
Notes payable under a commercial credit facility with GE Capital, variable interest rates of LIBOR plus 2.2% or 2.7% (2.4% and 2.9% at April 1, 2012), monthly principal payments of approximately $76,000, maturities between May 2015 and December 2018, secured by all assets of certain restaurants	5,656,502			5,824,445
Note payable under a commercial credit facility with Plains Capital Bank, fixed interest rate of 6.5%, monthly principal payment of $11,000, maturity scheduled in February 2025, and secured by all assets of a certain restaurant	718,782			729,587
Note payable under a commercial credit facility with Plains Capital Bank, variable interest rate of 4% at April 1, 2012 monthly principal payments of approximately $7,000, maturity in February 2017, and secured by all assets of certain restaurants	222,743			233,528
Total notes payable	13,108,569			13,552,898
Less: Current portion of long-term notes payable	(1,791,365		)	(1,772,705		)
Total long-term notes payable less current portion	$	11,317,204		$	11,780,193

As of April 1, 2012 and January 1, 2012 the commercial credit facilities contained restrictions which, among other things, require maintenance of certain financial ratios. The Company was in compliance with these restrictions during the thirteen weeks ended April 1, 2012. Prepayment of certain notes payable carries a surcharge ranging from 1 to 5% of the amount prepaid or from 1 to 4% of the outstanding principal balance.

Note 5 - Commitments and Contingencies

Operating Leases

The Company leases an office facility, certain restaurant sites, and office equipment under various operating leases. The lease on the office facility and one restaurant have initial terms of 20 years, with an option to renew for ten more years. Leases on remaining restaurant sites and office equipment have initial terms of 5 to 20 years with options to renew for periods of 5 to 25 years, subject to certain conditions.

Minimum future rentals on office space and store property as of April 1, 2012 are as follows:

9 months of FYE 2012	$	562,927
FYE 2013	759,168
FYE 2014	767,078
FYE 2015	767,078
FYE 2016	772,278
Thereafter	1,061,229
	$	4,689,758

8

PISCES FOODS, LP

Notes to Financial Statements

April 1, 2012 and January 1, 2012

(Continued)

In addition to the minimum rental payments due, additional payments may be due based on gross sales at certain stores. During the thirteen weeks ended April 1, 2012 and April 3, 2011 contingent rental payments based on gross sales totaled approximately $25,000. Rental expense under property leases amounted to approximately $222,000 and $217,000 during the thirteen weeks ended April 1, 2012 and April 3, 2011, respectively.

Minimum future rentals on equipment as of April 1, 2012 are as follows:

Fiscal year ended
9 months of FYE 2012	$	38,715
FYE 2013	31,620
FYE 2014	28,985
FYE 2015	—
FYE 2016	—
	$	99,320

Rental expense under equipment leases amounted to approximately $46,000 and $43,000 during the thirteen weeks ended April 1, 2012 and April 3, 2011, respectively.

Litigation and Risk Management

The Company is subject to various claims and legal actions arising in the ordinary course of business. There were no material claims or legal actions at April 1, 2012.

The Company also maintains various forms of insurance that the Company's management believes are adequate to reduce the exposure to these risks to an acceptable level.

Franchisor Agreement

The Company is a franchisee of WII. The Company paid 7% of revenues for royalty and national advertising fees, which totaled approximately $446,000 and $457,000 during the thirteen weeks ended April 1, 2012 and April 3, 2011, respectively, and are included in occupancy and other costs of sales on the statements of income. Approximately $313,000 and $516,000 in royalty fees were outstanding as of April 1, 2012 and January 1, 2012, respectively, and are included in accounts payable and accrued expenses on the balance sheets.

Note 6 - Related Party Transactions

The Company made rental payments for leased space on three properties to a partnership owned by officers of the Company (“Near Holdings”). The total rental payments made on such leased space during the thirteen weeks ended April 1, 2012 and April 3, 2011 was approximately $31,000.

During the thirteen weeks ended April 1, 2012 and April 3, 2011, the Company provided certain back office and financial support for Near Holdings, all of which was fully reimbursable to the Company. As of April 1, 2012 and January 1, 2012, the Company held a non-interest bearing receivable from Near Holdings for approximately $1,108,000 and $1,060,000, respectively.

In 2002, and amended in 2009, the Company entered into two separate notes payable agreements with related parties for $450,000 and $1,000,000 (collectively the “RP Notes”). These notes charged interest at 1.63% per annum, required monthly interest payments, and were scheduled to mature in January 2018. On August 30, 2011, the holders of the RP Notes assigned all rights to the partners of the Company. At this time, the partners converted the outstanding principal balance on both notes totaling approximately $1.5 million into contributed capital. Interest expense paid on the RP Notes during the thirteen weeks ended April 3, 2011 was approximately $6,000.

Note 7 - Supplier Concentrations

The Company purchases approximately 98% of its food and paper products from one vendor. Total purchases from this supplier were $3.7 million and $3.8 million for the thirteen weeks ended April 1, 2012 and April 3, 2011, respectively.

9

PISCES FOODS, LP

Notes to Financial Statements

April 1, 2012 and January 1, 2012

(Continued)

Note 8 - Subsequent Events

On June 11, 2012, WII completed the purchase of 30 Wendy's Old Fashioned Hamburger restaurants in the Austin, Texas area from Pisces Foods, L.P., Near Holdings, L.P., David Near and Jason Near (collectively, the “Sellers”), pursuant to the terms of an Asset Purchase Agreement by and among WII and the Sellers dated as of June 5, 2012 (the “Agreement”). The purchase price was $19.8 million in cash, subject to customary adjustments as stated in the Agreement. WII also agreed to lease the real estate, buildings and improvements related to 23 of the acquired restaurants from the Sellers and to assume the leasehold interests in the real estate, buildings and improvements related to 7 of the acquired restaurants.

Two (2) of the 32 restaurants operated by the Company were retained by the Company and were subsequently closed.

As of April 1, 2012 the net assets that would be transferred to WII were approximately as follows:

Assets to be transferred:
Cash	$	45,000
Inventory	141,070
Property and equipment, net	4,677,974
Deferred revenue	(447,128		)
Net assets to be transferred	$	4,416,916
Assets to be disposed:
Intangible assets, net	$	137,906
Goodwill	1,964,476
Net assets to be disposed	$	2,102,382

The Company evaluates events that occur subsequent to the balance sheet date, but before the financial statements are issued, for possible adjustment to such financial statements or other disclosure. This evaluation generally occurs through the date at which the Company's financial statements are issued. For the financial statements as of and for the thirteen weeks ended April 1, 2012, this date was June 29, 2012.

10

EX-99.3

EXHIBIT 99.3

UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The unaudited pro forma combined condensed consolidated financial statements are based upon the historical consolidated financial statements of The Wendy’s Company (“The Wendy’s Company” or the “Company”) and Pisces Foods, L.P. ("Pisces") and have been prepared to illustrate the effect of the acquisition of Pisces for approximately $19.8 million in cash. Unless the context indicates otherwise, any reference in this report to the “Company,” “we,” “us,” and “our” refers to The Wendy’s Company together with its direct and indirect subsidiaries.

The unaudited pro forma combined condensed consolidated balance sheet combines the historical consolidated balance sheets of The Wendy's Company and Pisces as of April 1, 2012 and reflects the pro forma effect as if the acquisition of Pisces had occurred on that date. The unaudited pro forma combined condensed consolidated statements of operations for the three months ended April 1, 2012 and the year ended January 1, 2012 combine the historical statements of operations of The Wendy's Company and Pisces, adjusted to reflect the pro forma effect as if the acquisition of Pisces had occurred on January 3, 2011 (the first day of our 2011 fiscal year). The historical consolidated financial statements referred to above for The Wendy’s Company were included in its Quarterly Report on Form 10-Q for the quarter ended April 1, 2012 and Annual Report on Form 10-K for the year ended January 1, 2012. The historical financial statements referred to above for Pisces for the comparable periods are included in this Current Report on Form 8-K. The accompanying unaudited pro forma combined condensed consolidated financial information and the historical consolidated financial information presented therein should be read in conjunction with the historical consolidated financial statements and notes thereto for The Wendy’s Company described above. The historical financial statements of Pisces have been adjusted to reflect certain reclassifications to conform with the Company's financial statement presentation.

The unaudited pro forma combined condensed consolidated balance sheet and statements of operations include pro forma adjustments which reflect transactions and events that (a) are directly attributable to the acquisition, (b) are factually supportable, and (c) with respect to the statement of operations, do not have a continuing impact on consolidated results. The pro forma adjustments are described in the accompanying combined notes to the unaudited pro forma combined condensed consolidated financial statements.

The unaudited pro forma combined condensed consolidated financial information does not reflect future events that may occur after the acquisition, including potential general and administrative savings. The unaudited pro forma combined condensed consolidated financial information is provided for informational purposes only and is not necessarily indicative of the results of operations that would have occurred if the acquisition of Pisces had occurred on January 3, 2011 nor is it necessarily indicative of our future operating results. The pro forma adjustments are subject to change and are based upon currently available information.

1

THE WENDY’S COMPANY AND SUBSIDIARIES

UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED BALANCE SHEET

April 1, 2012

(In Thousands)

	Historical
	The Wendy's Company		Pisces Foods, L.P.		Pro Forma Adjustments				Pro Forma
ASSETS
Current assets:
Cash and cash equivalents	$	418,410	$	3,980	$	(3,935	)	(a)	$	398,655
					(19,800		)	(b)
Accounts and notes receivable	72,074		—		(309		)	(c)	71,765
Inventories	12,004		141		—				12,145
Prepaid expenses and other current assets	42,447		86		(86		)	(a)	42,447
Deferred income tax benefit	91,689		—		—				91,689
Advertising funds restricted assets	77,289		—		—				77,289
Total current assets	713,913		4,207		(24,130		)		693,990
Related party receivable	—		1,108		(1,108		)	(a)	—
Properties	1,195,107		25,169		(10,245		)	(a)	1,208,088
					(1,943		)	(d)
Goodwill	872,032		1,964		(1,964		)	(a)	877,156
					5,124			(e)
Other intangible assets	1,299,480		138		(138		)	(a)	1,316,207
					16,727			(f)
Investments	118,969		—		—				118,969
Deferred costs and other assets	66,603		18		(18		)	(a)	66,603
Total assets	$	4,266,104	$	32,604	$	(17,695	)		$	4,281,013
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	7,705	$	1,791	$	(1,791	)	(a)	$	8,102
					397			(g)
Accounts payable	54,007		224		(224		)	(a)	54,007
Accrued expenses and other current liabilities	184,560		2,167		(2,167		)	(a)	184,443
					(117		)	(c)
Advertising funds restricted liabilities	77,289		—		—				77,289
Total current liabilities	323,561		4,182		(3,902		)		323,841
Long-term debt	1,344,687		11,317		(11,317		)	(a)	1,359,061
					14,374			(g)
Deferred income	6,007		447		—				6,454
Deferred income taxes	475,908		—		—				475,908
Other liabilities	108,600		—		—				108,600
Commitments and contingencies
Stockholders’ equity	2,007,341		16,658		(16,658		)	(a)	2,007,149
					(192		)	(c)
Total liabilities and stockholders’ equity	$	4,266,104	$	32,604	$	(17,695	)		$	4,281,013

See accompanying notes to unaudited pro forma combined condensed consolidated financial statements.

2

THE WENDY’S COMPANY AND SUBSIDIARIES

UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Quarter Ended April 1, 2012

(In Thousands Except Per Share Amounts)

	Historical
	The Wendy's Company			Pisces Foods, L.P.			Pro Forma Adjustments				Pro Forma
Revenues:
Sales	$	519,929		$	11,111		$	—			$	531,040
Franchise revenues	73,258			—			(445		)	(h)	72,813
	593,187			11,111			(445		)		603,853
Costs and expenses:
Cost of sales	455,467			9,355			(445		)	(h)	464,377
General and administrative	72,304			316			—				72,620
Depreciation and amortization	32,311			420			330			(i)	33,061
Impairment of long-lived assets	4,511			—			—				4,511
Facilities relocation and other transition costs	5,531			—			—				5,531
Transaction related costs	612			—			—				612
Other operating expense, net	1,535			—			—				1,535
	572,271			10,091			(115		)		582,247
Operating profit	20,916			1,020			(330		)		21,606
Interest expense	(28,235		)	(163		)	163			(j)	(28,540		)
							(305		)	(k)
Gain on sale of investment, net	27,407			—			—				27,407
Other income, net	1,524			27			—				1,551
Income from continuing operations before income taxes	21,612			884			(472		)		22,024
Provision for income taxes	(6,878		)	(20		)	179			(l)	(6,719		)
Income from continuing operations	$	14,734		$	864		$	(293	)		$	15,305
Basic income from continuing operations per share:	$	0.03									$	0.04
Diluted income from continuing operations per share:	$	0.03									$	0.04
Weighted average number of basic shares outstanding:	389,701										389,701
Weighted average number of diluted shares outstanding:	392,275										392,275

See accompanying notes to unaudited pro forma combined condensed consolidated financial statements.

3

THE WENDY’S COMPANY AND SUBSIDIARIES

UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

Year Ended January 1, 2012

(In Thousands Except Per Share Amounts)

	Historical
	The Wendy's Company			Pisces Foods, L.P.			Pro Forma Adjustments				Pro Forma
Revenues:
Sales	$	2,126,544		$	44,965		$	—			$	2,171,509
Franchise revenues	304,814			—			(1,811		)	(h)	303,003
	2,431,358			44,965			(1,811		)		2,474,512
Costs and expenses:
Cost of sales	1,816,109			38,587			(1,811		)	(h)	1,852,885
General and administrative	292,390			858			—				293,248
Depreciation and amortization	122,992			1,751			1,250			(i)	125,993
Impairment of long-lived assets	12,883			—			—				12,883
Transaction related costs	45,711			—			—				45,711
Other operating expense, net	4,152			—			—				4,152
	2,294,237			41,196			(561		)		2,334,872
Operating profit	137,121			3,769			(1,250		)		139,640
Interest expense	(114,110		)	(746		)	746			(j)	(115,331		)
							(1,221		)	(k)
Investment income, net	484			—			—				484
Other income (expense), net	945			(1		)	—				944
Income from continuing operations before     income taxes	24,440			3,022			(1,725		)		25,737
Provision for income taxes	(6,528		)	(71		)	656			(l)	(5,943		)
Income from continuing operations	$	17,912		$	2,951		$	(1,069	)		$	19,794
Basic income from continuing operations per share:	$	.04									$	.05
Diluted income from continuing operations per share:	$	.04									$	.05
Weighted average number of basic shares outstanding:	405,224										405,224
Weighted average number of diluted shares outstanding:	407,180										407,180

See accompanying notes to unaudited pro forma combined condensed consolidated financial statements.

4

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(In Thousands)

Description of Transaction and Basis of Presentation

The unaudited pro forma combined condensed consolidated financial statements are based upon the historical consolidated financial statements of The Wendy’s Company (“The Wendy’s Company” or the “Company”) which were included in its Quarterly Report on Form 10-Q for the quarter ended April 1, 2012 and Annual Report on Form 10-K for the year ended January 1, 2012 and Pisces Foods, L.P. ("Pisces") financial statements for the comparable periods which are included in this Current Report on Form 8-K. Unless the context indicates otherwise, any reference in this report to the “Company,” “we,” “us,” and “our” refers to The Wendy’s Company together with its direct and indirect subsidiaries. The unaudited pro forma combined condensed consolidated statements of operations reflect the acquisition of Pisces as if it had occurred on January 3, 2011 (the first day of our 2011 fiscal year). The unaudited pro forma combined condensed consolidated balance sheet as of April 1, 2012 reflects such acquisition as if it had occurred on that date.

In accordance with generally accepted accounting principles in the United States, the acquisition of Pisces is being accounted for using the purchase method of accounting. As a result, the unaudited pro forma combined condensed consolidated balance sheet has been adjusted to reflect the preliminary allocation of the purchase price to identifiable net assets acquired based primarily on the Company's review of a fair value assessment and the excess purchase price to goodwill. The purchase price allocation in these unaudited pro forma combined condensed consolidated financial statements is based upon a purchase price of approximately $19.8 million.

Pro Forma Adjustments

On June 11, 2012, Wendy’s International, Inc. ("Wendy's"), an indirect wholly-owned subsidiary of The Wendy's Company, completed the purchase of 30 Wendy's restaurants (Pisces) in the Austin, Texas area from Near Holdings, L.P., David Near and Jason Near (collectively, the "Sellers") for $19.8 million, pursuant to the terms of the Asset Purchase Agreement by and among Wendy's and the Sellers dated as of June 5, 2012 (the "Agreement"). Wendy's also agreed to lease the real estate, buildings and improvements related to 23 of the acquired restaurants from the Sellers, which are reflected as capitalized lease obligations in the April 1, 2012 unaudited pro forma combined condensed consolidated balance sheet, and to assume the leasehold interests in the real estate, buildings and improvements related to seven of the acquired restaurants.

The following pro forma adjustments are included in the unaudited pro forma combined condensed consolidated balance sheet and/or the unaudited pro forma combined condensed consolidated statements of operations:

(a) The elimination of Pisces non-retained assets, liabilities and equity.

(b) Total purchase price paid in cash to the Sellers.

(c) The elimination of Wendy's franchise receivable due from Pisces pursuant to the terms of its franchise agreement as further mentioned in adjustment (h) below and the net related effect on Stockholders' Equity with the related tax effect included in accrued taxes.

(d) A decrease to reflect the fair value of properties acquired from the Sellers.

5

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(In Thousands)

(e) The preliminary allocation of purchase price as a result of the acquisition and estimated goodwill as summarized below:

Total purchase price	$	19,800
Tangible assets acquired:
Cash	45
Inventories	141
Properties	12,981
Total assets acquired	13,167
Capitalized lease obligations (see (g) below)	(14,771		)
Deferred vendor incentive (1)	(447		)
Tangible liabilities, net of assets, acquired	(2,051		)
Excess of purchase price over fair value of tangible liabilities, net of assets, acquired	21,851
Allocations to:
Acquired territory rights	17,380
Favorable ground leases	170
Unfavorable leases	(823		)
Total allocations	16,727
Goodwill (estimated)	$	5,124

__________________________

⁽¹⁾ Included in Deferred income.

(f) Allocations of excess purchase price over fair value of tangible liabilities, net of assets, acquired to identified intangible assets as discussed above in adjustment (e).

(g) Capitalized lease obligations recorded pursuant to the terms of the Agreement.

(h) The elimination of Wendy's franchise revenues and the related franchise royalty expense incurred by Pisces pursuant to the terms of its franchise agreement.

(i) A net increase in depreciation and amortization related to the amortization of acquired territory rights with an average 12 year useful life, partially offset by a decrease in depreciation due to a decrease in the fair value of properties as discussed in adjustment (d).

(j) The elimination of Pisces interest expense. Pisces debt was not assumed by Wendy's in the transaction.

(k) Interest expense related to the capital lease obligations discussed above in adjustment (g).

(l) The effect on income taxes related to the transaction.

6