Acquisitions and Other Dispositions

On June 11, 2012, Wendy’s acquired 30 Wendy's franchised restaurants in the Austin, Texas area from Pisces Foods, L.P. (“Pisces”) and Near Holdings, L.P., pursuant to the terms of an Asset Purchase Agreement dated as of June 5, 2012 (the “Pisces Acquisition”). The purchase price was $19,243 in cash, including closing adjustments. Further adjustments will occur in the future as provided in the Asset Purchase Agreement. Wendy’s also agreed to lease the real estate, buildings and improvements related to 23 of the acquired restaurants from Pisces which were considered part of the purchase transaction and to assume ground leases for five of the acquired restaurants and building leases for two of the acquired restaurants. Wendy’s did not incur any material acquisition-related costs associated with the Pisces Acquisition.

The operating results of the 30 Wendy’s franchised restaurants acquired have been included in our condensed consolidated financial statements beginning on the acquisition date. Such results were not material to our condensed consolidated financial statements. In accordance with GAAP, the Pisces Acquisition is being accounted for using the acquisition method.

The table below presents the preliminary computation of total purchase price and fair value of assets acquired and liabilities assumed at the acquisition date. The amounts remain subject to finalization during the measurement period, not to exceed one year.



Total purchase price paid in cash	$	19,243
Identifiable assets acquired and liabilities assumed:
Cash	58
Inventories	149
Properties	12,983
Deferred taxes and other assets	1,627
Acquired territory rights	18,480
Favorable ground leases	170
Capitalized lease obligations	(14,771		)
Deferred vendor incentives (a)	(332		)
Unfavorable leases	(823		)
Other liabilities	(952		)
Total identifiable net assets	16,589
Goodwill (preliminary) (b)	$	2,654

_________________________


(a)	Included in “Deferred income.”


(b)	This goodwill is not deductible or amortizable for income tax purposes.

The preliminary fair values of the identifiable assets acquired were determined using one of the valuation approaches: market, income and cost. The selection of a particular method for a given asset depended on the reliability of available data and the nature of the asset.

The pro forma revenue and earnings of the combined companies had the acquisition date been January 3, 2011 are as follows:



	Three Months Ended July 1, 2012						Three Months Ended July 3, 2011
	As Reported			As Adjusted			As Reported		As Adjusted
Revenues:
Sales	$	566,116		$	574,881		$	544,237	$	555,673
Franchise revenues	79,752			79,400			78,222		77,762
Total revenues	$	645,868		$	654,281		$	622,459	$	633,435
Operating profit	$	38,391		$	38,777		$	47,434	$	48,000
Net (loss) income	(5,493		)	(5,188		)	11,266		11,735
Net (loss) income attributable to The Wendy’s Company	(5,493		)	(5,188		)	11,266		11,735
Basic and diluted (loss) income per share	$	(.01	)	$	(.01	)	$	.03	$	.03



	Six Months Ended July 1, 2012				Six Months Ended July 3, 2011
	As Reported		As Adjusted		As Reported		As Adjusted
Revenues:
Sales	$	1,086,045	$	1,105,921	$	1,053,523	$	1,076,339
Franchise revenues	153,010		152,213		151,401		150,492
Total revenues	$	1,239,055	$	1,258,134	$	1,204,924	$	1,226,831
Operating profit	$	59,307	$	60,383	$	75,451	$	76,901
Net income	9,241		10,117		9,857		11,035
Net income attributable to The Wendy’s Company	6,857		7,733		9,857		11,035
Basic and diluted income per share	$	.02	$	.02	$	.02	$	.03

This As Adjusted data is presented for comparative purposes only and does not purport to be indicative of the Company’s actual results of operations had the Pisces Acquisition actually occurred as of January 3, 2011 or of the Company's future results of operations. Wendy’s did not have any material non-recurring adjustments associated with the Pisces Acquisition.

Other acquisitions and other dispositions

During the first quarter of 2012, the Company also acquired two Wendy’s franchised restaurants along with certain other equipment and franchise rights. The total net cash consideration for this acquisition was $2,594. 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 $485 recognized as goodwill.

During the first half of 2011, the Company acquired nine Wendy’s franchised restaurants in three separate acquisitions. The total consideration for these acquisitions 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 first half of 2012, one other restaurant disposition by the Company was not significant. During first half of 2011, two other restaurant acquisitions by the Company were not significant.