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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-K

(Mark One)

(X)  ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the Fiscal Year Ended December 29, 2002
                          -----------------

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

For the transition period from __________ to __________

                         Commission File Number: 1-8116
                                                 ------

                           WENDY'S INTERNATIONAL, INC.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

                 Ohio                                    31-0785108
-----------------------------------------   ------------------------------------
     (State or other jurisdiction of                  (I.R.S. Employer
      incorporation or organization)                Identification Number)

     P.O. Box 256, 4288 West Dublin-Granville Road, Dublin, Ohio 43017-0256
--------------------------------------------------------------------------------
       (Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code     614-764-3100
                                                   ---------------------

Securities registered pursuant to Section 12(b) of the Act:


       Title of each class             Name of each exchange on which registered
------------------------------------   -----------------------------------------
  Common Shares, $.10 stated value             New York Stock Exchange
  (114,358,000 shares outstanding
      at February 28, 2003)

  Preferred Stock Purchase Rights              New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None
-----------------------------------------------------------

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. YES X   NO   .
                                      ---    ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X
          ---

Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). YES X   NO   .
                                               ---    ---

The aggregate market value of the voting stock held by non-affiliates of the
Registrant computed by reference to the price at which such voting stock was
last sold, as of June 30, 2002 was $4,587,345,000.

Documents incorporated by reference:
     Portions of the Financial Statements and Other Information furnished with
     the Definitive 2003 Proxy Statement dated March 4, 2003 are incorporated
     by reference into Parts I and II.
     Portions of the Definitive 2003 Proxy Statement dated March 4, 2003 are
     incorporated by reference into Part III.

Exhibit index on pages 19-21.

                                        1


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PART I

ITEM 1. BUSINESS

THE COMPANY

               Wendy's International, Inc. was incorporated in 1969 under the
               laws of the State of Ohio. Wendy's International, Inc. and its
               subsidiaries are collectively referred to herein as the
               "Company."

               The Company is primarily engaged in the business of operating,
               developing and franchising a system of distinctive quick-service
               and fast-casual restaurants serving high quality food. At
               December 29, 2002, there were 6,253 Wendy's restaurants
               ("Wendy's") in operation in the United States and in 21 other
               countries and territories. Of these restaurants, 1,320 were
               operated by the Company and 4,933 by the Company's franchisees.

               At December 29, 2002, the Company and its franchisees operated
               2,348 Tim Hortons ("Hortons") restaurants with 2,188 restaurants
               in Canada and 160 restaurants in the United States. Of these
               restaurants open at December 29, 2002, only 71 were company
               operated.

               Additionally, at December 29, 2002, the Company and its
               franchisees operated 210 Baja Fresh restaurants in 19 states and
               the District of Columbia. This included 98 company operated
               restaurants and 112 franchise restaurants.

OPERATIONS

               Each Wendy's restaurant offers a relatively standard menu
               featuring hamburgers and filet of chicken breast sandwiches,
               which are prepared to order with the customer's choice of
               condiments. Wendy's menu also includes chicken nuggets, chili,
               baked and French fried potatoes, prepared salads, desserts, soft
               drinks and other non-alcoholic beverages and children's meals. In
               addition, the restaurants sell a variety of promotional products
               on a limited basis.

               Each Hortons unit offers coffee, cappuccino, fresh baked goods
               such as donuts, muffins, pies, croissants, tarts, cookies, cakes,
               bagels and in some units sandwiches, soups and fresh-baked
               breads.

               Baja Fresh offers a range of fast-casual, fresh Mexican food. The
               menu includes a variety of fresh, flavorful food including the
               following: burritos, tacos, quesadillas, nachos, tostadas, beans
               and rice.

               The Company strives to maintain quality and uniformity throughout
               all restaurants by publishing detailed specifications for food
               products, preparation and service, by continual in-service
               training of employees and by field visits from Company
               supervisors. In the case of franchisees, field visits are made by
               Company personnel who review operations and make recommendations
               to assist in compliance with Company specifications.

               Generally, the Company does not sell food or supplies to its
               Wendy's franchisees. However, the Company has arranged for volume
               purchases of many of these products. Under the purchasing
               arrangements, independent distributors purchase certain products
               directly from approved suppliers and then store and sell them to
               local company and franchised restaurants. These programs help
               assure availability of products and provide quantity discounts,
               quality control and efficient distribution. These advantages are
               available both to the Company and to any franchisee who chooses
               to participate in the distribution program.

               Under the Hortons Canada franchise arrangements, the franchisee
               is required to purchase certain products such as coffee, sugar,
               flour and shortening from a Hortons' subsidiary. These products
               are distributed from five warehouses located across Canada.
               Products are delivered to Hortons Canada restaurants primarily by
               Hortons' fleet of trucks and trailers. Both company and franchise
               stores of Hortons U.S. purchase products from a supplier that has
               been approved by the Company.

               The New Bakery Co. of Ohio, Inc. ("Bakery"), a wholly-owned
               subsidiary of the Company, is a producer of buns for Wendy's
               restaurants. At December 29, 2002, the Bakery supplied 706
               restaurants operated by the Company and 2,160 restaurants
               operated by franchisees. At the present time, the Bakery does not
               manufacture or sell any other products.

               See Notes 7 and 14 on pages AA-27, AA-28, AA-33, AA-34 and AA-35
               of the Financial Statements and Other Information furnished with
               the Company's 2003 Proxy Statement, which Notes are incorporated
               herein by reference, for further information regarding revenues,
               income before income taxes and total assets attributable to the
               Company's segments.

RAW MATERIALS

               The Company and its franchisees have not experienced any material
               shortages of food, equipment, fixtures or other products which
               are necessary to restaurant operations. The Company anticipates
               no such shortages of products and, in any event, alternate
               suppliers are available.

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TRADEMARKS AND SERVICE MARKS OF THE COMPANY

               The Company has registered certain trademarks and service marks
               in the United States Patent and Trademark office and in
               international jurisdictions, some of which include "Wendy's",
               "Wendy", "Old Fashioned Hamburgers", "Quality Is Our Recipe",
               "Tim Hortons", "TimBits", "Your Friend Along the Way" and "Baja
               Fresh". The Company believes that these and other related marks
               are of material importance to the Company's business. Domestic
               trademarks and service marks expire at various times from 2003 to
               2015, while international trademarks and service marks have
               various durations of five to 20 years. The Company generally
               intends to renew trademarks and service marks which expire.

               The Company entered into an Assignment of Rights Agreement with
               the Company's Founder, R. David Thomas, and his wife dated as of
               November 5, 2000 (the "Assignment"). The Company has used Mr.
               Thomas, who was Senior Chairman of the Board until his death on
               January 8, 2002, as a spokesperson and focal point for its
               products and services for many years, and with the efforts and
               attributes of Mr. Thomas has, through its extensive investment in
               the advertising and promotional use of Mr. Thomas' name,
               likeness, image, voice, caricature, endorsement rights and
               photographs (the "Thomas Persona"), made the Thomas Persona well
               known in the U.S. and throughout North America and a valuable
               asset for both the Company and Mr. Thomas. Under the terms of the
               Assignment the Company acquired the entire right, title, interest
               and ownership in and to the Thomas Persona, including the sole
               and exclusive right to commercially use the Thomas Persona.

               In 2001, the Company acquired rights for the continued use of the
               name and likeness of Mr. Ronald V. Joyce, a former director of
               the Company, following his retirement from the Company in 2001.

SEASONALITY

               The Company's business is moderately seasonal. Average restaurant
               sales are normally higher during the summer months than during
               the winter months.

WORKING CAPITAL PRACTICES

               Cash from operations, cash and investments on hand, and possible
               asset sales, should enable the Company to meet its financing
               requirements. In addition, the Company has available unused lines
               of credit.

COMPETITION

               Each company and franchised restaurant is in competition with
               other food service operations within the same geographical area.
               The quick-service restaurant industry is highly competitive. The
               Company competes with other organizations primarily through the
               quality, variety and value perception of food products offered.
               The number and location of units, quality and speed of service,
               attractiveness of facilities, effectiveness of marketing and new
               product development by the Company and its competitors are also
               important factors. The price charged for each menu item may vary
               from market to market depending on competitive pricing and the
               local cost structure.

               The Company's competitive position at its Wendy's restaurants is
               enhanced by its use of fresh ground beef, its unique and diverse
               menu, promotional products, its wide choice of condiments and the
               atmosphere and decor of its restaurants. Hortons is known for the
               freshness of its wide variety of baked goods and for its
               excellent coffee. Baja Fresh is known for fresh, flavorful
               Mexican food.

RESEARCH AND DEVELOPMENT

               The Company engages in research and development on an ongoing
               basis, testing new products and procedures for possible
               introduction into the Company's systems. While research and
               development operations are considered to be of prime importance
               to the Company, amounts expended for these activities are not
               deemed material.

GOVERNMENT REGULATIONS

               A number of states have enacted legislation which, together with
               rules promulgated by the Federal Trade Commission, affect
               companies involved in franchising. Much of the legislation and
               rules adopted have been aimed at requiring detailed disclosure to
               a prospective franchisee and periodic registration by the
               franchisor with state administrative agencies. Additionally, some
               states have enacted, and others have considered, legislation
               which governs the termination or non-renewal of a franchise
               agreement and other aspects of the franchise relationship. The
               United States Congress has also considered legislation of this
               nature. The Company has complied with requirements of this type
               in all applicable jurisdictions. The Company cannot predict the
               effect on its operations, particularly on its relationship with
               franchisees, of future enactment of additional legislation.
               Various other government initiatives such as minimum wage rates
               and taxes can all have a significant impact on the Company's
               performance.

                                        3

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ENVIRONMENT AND ENERGY

               Various federal, state and local regulations have been adopted
               which affect the discharge of materials into the environment or
               which otherwise relate to the protection of the environment. The
               Company does not believe that such regulations will have a
               material effect on its capital expenditures, earnings or
               competitive position. The Company cannot predict the effect of
               future environmental legislation or regulations.

               The Company's principal sources of energy for its operations are
               electricity and natural gas. To date, the supply of energy
               available to the Company has been sufficient to maintain normal
               operations.

ACQUISITIONS AND DISPOSITIONS

               The Company has from time to time acquired the interests of and
               sold Wendy's, Hortons and Baja Fresh restaurants to franchisees,
               and it is anticipated that the Company may have opportunities for
               such transactions in the future. The Company generally retains a
               right of first refusal in connection with any proposed sale of a
               franchisee's interest. The Company will continue to sell and
               acquire Wendy's, Hortons and Baja Fresh restaurants in the future
               where prudent.

               See Notes 9 and 10 on pages AA-29, AA-30 and AA-31 of the
               Financial Statements and Other Information furnished with the
               Company's 2003 Proxy Statement, which Notes are incorporated
               herein by reference, for further information regarding
               acquisitions and dispositions.

INTERNATIONAL OPERATIONS

               Markets in Canada are currently being developed for both company
               owned and franchised restaurants. The Company has granted
               development rights for the countries and territories listed under
               Item 2 on page 9 of this Form 10-K.

FRANCHISED WENDY'S RESTAURANTS

               As of December 29, 2002, the Company's franchisees operated 4,933
               Wendy's restaurants in 50 states, the District of Columbia and 21
               other countries and territories.

               The rights and franchises under which most franchised restaurants
               in the United States are operated are set forth in one basic
               document, the Unit Franchise Agreement. This document gives the
               franchisee the right to construct, own and operate a Wendy's
               restaurant upon a site accepted by Wendy's and to use the Wendy's
               system in connection with the operation of the restaurant at that
               site. The Unit Franchise Agreement provides for a 20 year term
               and a 10 year renewal subject to certain conditions.

               Wendy's has in the past franchised under different agreements on
               a multi-unit basis; however, now it is generally the intent of
               the Company to grant new Wendy's franchises on a unit-by-unit
               basis.

               The Wendy's Unit Franchise Agreement requires that the franchisee
               pay a royalty of 4% of gross sales, as defined in the agreement,
               from the operation of the restaurant. The agreement typically
               requires that the franchisee pay the Company a technical
               assistance fee. In the United States, the technical assistance
               fee required under newly executed Unit Franchise Agreement is
               currently $25,000 for each restaurant.

               The technical assistance fee is used to defray some of the cost
               to the Company in providing technical assistance in the
               development of the Wendy's restaurant, initial training of
               franchisees or their operator and in providing other assistance
               associated with the opening of the Wendy's restaurant. In certain
               limited instances (like the regranting of franchise rights or the
               relocation of an existing restaurant), Wendy's may charge a
               reduced technical assistance fee or may waive the technical
               assistance fee. The Company does not select or employ personnel
               on behalf of the franchisees.

               Wendy's currently offers to qualified franchisees, pursuant to
               its Franchise Real Estate Development program, the option of
               having Wendy's locate and secure real estate for new store
               development. Wendy's obtains all licenses and permits necessary
               to construct and operate the restaurant, with the franchisee
               having the option of building the restaurant or having Wendy's
               construct it. The franchisee pays Wendy's a fee for this service
               and reimburses Wendy's for all out-of-pocket costs and expenses
               Wendy's incurs in locating, securing, and/or constructing the new
               store.

               The rights and franchises currently offered for international
               development are contained in the Franchise Agreement and Services
               Agreement (the Agreements) which are issued upon approval of a
               restaurant site. The Agreements are for an initial term of 10
               years or the term of the lease for the restaurant site, whichever
               is shorter. The Agreements license the franchisee to use the
               Company's trademarks and know-how in the operation of the
               restaurant. Upon execution of the Agreements, the franchisee is
               required to pay a technical assistance fee. Generally, the
               technical assistance fee is $30,000 for each restaurant.
               Currently, the franchisee is required to pay monthly fees,
               usually 4%, based on the monthly gross sales of the restaurant,
               as defined in the Agreements.

                                        4


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               See Schedule II on page 18 of this Form 10-K, and Management's
               Review and Outlook on pages AA-1 through AA-15 and Note 11 on
               pages AA-31 and AA-32 of the Financial Statements and Other
               Information furnished with the Company's 2003 Proxy Statement
               (Management's Review and Outlook and Note 11 are incorporated
               herein by reference) for further information regarding reserves,
               commitments and contingencies involving franchisees.

FRANCHISED HORTONS RESTAURANTS

               Hortons franchisees operate under several types of license
               agreements. The typical term of a license agreement for a
               standard type of unit is 10 years plus aggregate renewal
               period(s) of approximately 10 years.

               In Canada, for franchisees who lease land and/or buildings from
               Hortons, the license agreement generally requires between 3% and
               4.5% of weekly gross sales of the restaurant, as defined in the
               license agreement, for royalties plus a monthly rental which is
               the greater of a base monthly rental payment or a percentage
               (usually 10%) rental payment based on monthly gross sales, as
               defined in the license agreement. Where the franchisee either
               owns the premises or leases it from a third party, the royalty
               required is increased by 1.5%. In the United States, for
               franchisees who lease land and/or buildings from Hortons, the
               license agreement generally requires 4.5% of weekly gross sales
               of the restaurant, as defined in the license agreement, for
               royalties plus a monthly rental which is the greater of a base
               monthly rental payment or a percentage (usually 8.5%) rental
               payment based on monthly gross sales, as defined in the license
               agreement.

               Hortons generally retains the right to reacquire a franchisee's
               interest in a restaurant in the event the franchisee wants to
               sell its interest during the first five years of the term of the
               license agreement. After such period, Hortons generally retains a
               right of first refusal with regard to any proposed transfer of
               the franchisee's interest in the restaurant, together with the
               right to consent to any transfer to a new franchisee.

FRANCHISED BAJA FRESH RESTAURANTS

               Each Baja Fresh area developer is required to enter into two
               types of agreements: an Area Development Agreement ("ADA") and a
               franchise agreement for each restaurant opened under the ADA. The
               ADA establishes the timing and number of stores to be developed
               in an area. Pursuant to the current ADA, a franchisee is required
               to pay a non-refundable $50,000 initial franchise fee for the
               first restaurant, and an initial development fee equal to $17,500
               multiplied by the total number of restaurants required under the
               ADA (excluding the first restaurant). As each new site is
               accepted, the franchisee signs a franchise agreement and lease on
               the premises and pays an initial franchise fee of $35,000,
               $17,500 of which is paid in cash and $17,500 of which is paid by
               crediting a portion of the initial development fee paid by the
               franchisee. Other than this credit, the development fee is
               non-refundable.

               The current ADA fixes royalties payable to the Company under
               each single restaurant franchise agreement to 5% of the
               franchisee's gross sales. For restaurants currently opened
               pursuant to older ADAs, lower initial franchise fees and royalty
               rates may apply (as low as a $20,000 initial franchise fee and
               4% royalty rate for certain franchisees, including those who had
               entered into ADAs with the Company prior to fiscal year ended
               1999).

               The ADAs have an initial term equal to the number of years over
               which the franchisee is required to open restaurants, typically
               5 years, but provides the franchisee with an opportunity to
               enter into a successor ADA subject to certain conditions. The
               single restaurant franchise agreements typically have a 10-year
               initial term, but provide the franchisee with an opportunity to
               enter into a two successive 5-year renewal franchise agreements
               subject to certain conditions.

ADVERTISING AND PROMOTIONS

               Products sold by Wendy's restaurants are advertised through
               television, radio, newspapers, the internet and a variety of
               promotional campaigns. The Company attempts to keep franchisees
               informed of current advertising techniques and effective
               promotions. The Company's advertising materials are also made
               available to the franchisees. Both the Restaurant Franchise
               Agreement (Wendy's previous form of franchise agreement) and the
               Wendy's Unit Franchise Agreement provide that franchisees will
               spend 4% of their gross sales, as defined in the applicable
               agreement, for advertising and promotions. The Restaurant
               Franchise Agreement and the Unit Franchise Agreement specify that
               2% is to be spent on local and regional advertising (including in
               many cases cooperative advertising) and 2% is the required
               contribution to The Wendy's National Advertising Program, Inc.
               ("WNAP"). Under the Restaurant Franchise Agreement and the Unit
               Franchise Agreement, the Company has the ability to increase the
               required total advertising expenditure to 5% in certain
               instances. Also, under the Unit Franchise Agreement the Company
               may in certain circumstances change the allocation between
               local/regional and national advertising.

               For the years 1993 through 2001, the domestic system approved the
               reallocation of the 4% advertising and promotions percentage,
               such that the 4% was reallocated as 2.5% toward national
               advertising and 1.5% toward local and regional advertising. For
               the years 2002 through 2006, the domestic system has approved the
               reallocation of the 4% advertising and promotions percentage,
               such that the 4% would be reallocated as 3% toward national
               advertising and 1% toward local and regional advertising.

               In 2002, 2001 and 2000, approximately $207 million, $162 million
               and $152 million, respectively, was spent on advertising,
               promotions and related expenses by WNAP. WNAP is an Ohio
               not-for-profit corporation which was established to collect and
               administer the funds contributed by the Company and all domestic
               franchisees. WNAP's Trustees are comprised of representatives of
               both the Company and its franchisees.

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               Products sold by Wendy's Canada restaurants are advertised
               through television, radio and a variety of promotional campaigns.
               Wendy's Canadian Advertising Program Inc. ("WCAP") provides
               Wendy's Canada corporate and franchise restaurants (excluding
               Quebec, where all advertising in done locally) with in-store
               advertising and promotional materials. WCAP currently collects
               approximately 2.75% of monthly gross sales, as defined in the
               franchise agreement, from Wendy's Canada franchise and corporate
               restaurants (excluding Quebec) as contributions to this fund.
               During 2002, 2001 and 2000, approximately $11.0 million, $9.7
               million and $9.0 million, respectively, was spent by WCAP.

               Products sold by Hortons restaurants are advertised through
               television, radio, newspapers and a variety of promotional
               campaigns. Hortons provides franchisees with in store advertising
               and promotional materials. Tim Hortons Canada is generally
               entitled to collect 4% of monthly gross sales, as defined in the
               franchise agreement, from franchisees as a contribution to the
               Tim Hortons Advertising and Promotion Fund (Canada) Inc. ("Ad
               Fund"). For the 2002 calendar year, the contribution percentage
               was voluntarily and temporarily reduced to 3.75% from January 1
               through September 30, and further reduced to 3.5% from October 1
               through the end of 2002. Tim Hortons U.S. collects 4% of monthly
               gross sales, as defined in the franchise agreement, from
               franchisees as a contribution to The Tim's National Advertising
               Program ("TNAP"). During 2002, 2001 and 2000, approximately $57
               million, $51 million and $48 million, respectively, was spent by
               the Ad Fund and approximately $6.8 million, $5.8 million and $4.5
               million, respectively, was spent by TNAP.

               Products sold by Wendy's international restaurants outside of
               Canada are advertised through various media including television,
               radio, newspaper and a variety of promotional campaigns. Most
               international franchisees are required by their franchise
               agreement to spend at least 4% of the gross sales of their
               restaurants, as defined in the franchise agreement, on
               advertising and marketing. The Company assists its international
               franchisees in preparing and executing marketing plans and
               endeavors to keep its international franchisees informed of
               current advertising techniques and effective promotions.

               Baja Fresh has the right to assess franchisees an advertising fee
               in the amount of 1% of gross sales, and to establish regions for
               cooperative advertising and require an additional advertising fee
               not to exceed 1.5% of gross sales. The Company has not made an
               assessment of either of these advertising fees to date.

               See Note 13 on page AA-33 of the Financial Statements and Other
               Information furnished with the Company's 2003 Proxy Statement,
               which Note is incorporated herein by reference, for further
               information regarding advertising.

PERSONNEL

               As of December 29, 2002, the Company employed approximately
               48,000 people, of whom approximately 45,000 were employed in
               company operated restaurants. The total number of full-time
               employees at that date was approximately 9,200. The Company
               believes that its employee relations are satisfactory.

AVAILABILITY OF INFORMATION

               The Company makes available through its internet website
               www.wendys-invest.com its annual report on Form 10-K, quarterly
               reports on Form 10-Q, current reports on Form 8-K and amendments
               to those reports filed or furnished pursuant to Section 13(a) or
               15(d) of the Securities Exchange Act of 1934, as amended, as soon
               as reasonably practicable after electronically filing such
               material with the Securities and Exchange Commission. The
               reference to the Company's website address does not constitute
               incorporation by reference of the information contained on the
               website and should not be considered part of this document.

ITEM 2. PROPERTIES

               Wendy's uses outside contractors in the construction of its
               restaurants. The restaurants are built to Company specifications
               as to exterior style and interior decor. The majority are
               free-standing, one-story brick buildings, substantially uniform
               in design and appearance, constructed on sites of approximately
               40,000 square feet, with parking for approximately 45 cars. Some
               restaurants, located in downtown areas or shopping malls, are of
               a store-front type and vary according to available locations but
               generally retain the standard sign and interior decor. The
               typical new free-standing restaurant contains about 2,910 square
               feet and has a food preparation area, a dining room capacity for
               94 persons and a double pick-up window for drive-through service.
               The restaurants are generally located in urban or heavily
               populated suburban areas, and their success depends upon serving
               a large number of customers. Wendy's provides a facility for
               rural and less populated areas that has a building size of 2,123
               square feet and approximately 60 seats. This unit provides full
               double drive-through capacity. Wendy's also operates restaurants
               in special site locations such as travel centers, gas
               station/convenience stores, military bases, arenas, malls,
               hospitals, airports and college campuses.

               Hortons uses outside contractors in the construction of its
               restaurants. The restaurants are built to Company specifications
               as to exterior style and interior decor. The standard Hortons
               restaurant currently being built consists of a free-standing
               producing unit ranging from 1,150 to 3,030 square feet. Each of
               these includes a bakery capable of supplying fresh baked goods
               throughout the day to several satellite Hortons within a defined
               area. In addition, Hortons has restaurants that are 550 to 800
               square foot drive-through-only units, kiosks, full-service carts
               and mobile carts which are typically located in high traffic
               areas. Some of these drive-thru only units, kiosks and carts have
               production facilities on site.

               There are also Wendy's and Hortons concepts combined in one
               free-standing unit which averages about 5,780 square feet. These
               units share a common dining room seating from 104 to 127 persons.
               Each unit has separate food preparation and storage areas and
               most have separate pick-up windows for each concept.


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               The Company remodels its restaurants on a periodic basis to
               maintain a fresh image, providing convenience for its customers
               and increasing the overall efficiency of restaurant operations.

               At December 29, 2002, the Company and its franchisees operated
               6,253 Wendy's restaurants. Of the 1,320 company operated Wendy's
               restaurants, the Company owned the land and building for 610
               restaurants, owned the building and held long-term land leases
               for 465 restaurants and held leases covering land and building
               for 245 restaurants. The Company's land and building leases are
               written for terms of 10 to 25 years with one or more five-year
               renewal options. In certain lease agreements the Company has the
               option to purchase the real estate. Certain leases require the
               payment of additional rent equal to a percentage (ranging from 1%
               to 10%) of annual sales in excess of specified amounts. Some of
               the real estate owned by the Company is subject to mortgages
               which mature over various terms. The Company also owned land and
               buildings for, or leased, 502 Wendy's restaurant locations which
               were leased or subleased to franchisees. Surplus land and
               buildings are generally held for sale.

               At December 29, 2002, there were 2,348 Hortons units, of which
               all but 71 were franchise operated. Of the 2,277 franchised
               units, 457 were owned by Hortons and leased to franchisees, 1,343
               were leased by Hortons and in turn subleased to franchisees, with
               the remainder either owned or leased directly by the franchisee.
               The Company's land and building leases are generally for terms of
               10 to 20 years, and often have one or more five-year renewal
               options. In certain lease agreements the Company has the option
               to purchase the real estate.

               At December 29, 2002, there were 210 Baja Fresh restaurants, of
               which 98 were company operated restaurants and 112 were franchise
               restaurants. The Company held leases for all 98 company operated
               restaurants. The Company's leases are written for terms of 5 to
               10 years with one or more five-year renewal options. Certain
               leases require the payment of additional rent equal to a
               percentage (ranging from 3% to 6%) of annual sales in excess of
               specified amounts. Additionally, the Company held leases for six
               Baja Fresh restaurant locations which were leased or subleased to
               franchisees. The remainder of the franchise operated restaurants
               were either owned or leased directly by the franchisee.

               See the location of company and franchise restaurants listed
               under Item 2 on pages 8 and 9 of this Form 10-K.


                                        7


<PAGE>


                              WENDY'S         TIM HORTONS        BAJA FRESH
                              -------         -----------        ----------
         State           Company Franchise  Company Franchise  Company Franchise
        Alabama            -       102         -        -         -        -
        Alaska             -        10         -        -         -        -
        Arizona           41        45         -        -        15        -
       Arkansas            -        57         -        -         -        -
      California          29       203         -        -        52       64
       Colorado           42        81         -        -         -        3
      Connecticut          4        36         -        -         -        -
       Delaware            -        18         -        -         -        -
        Florida          126       323         -        -         -        4
        Georgia           43       223         -        -         2        -
         Idaho             -        24         -        -         -        1
       Illinois           98       111         -        -         5        -
        Indiana            5       167         -        -         -        -
         Iowa              -        43         -        -         -        -
        Kansas            17        53         -        -         -        2
       Kentucky            3       126         -        1         -        -
       Louisiana          58        61         -        -         -        -
         Maine             4        19         2        4         -        -
       Maryland            -       112         -        -         7        4
     Massachusetts        54        30         -        -         -        -
       Michigan           38       222        11       48         -        3
       Minnesota          30        25         -        -         -        -
      Mississippi          6        80         -        -         -        -
       Missouri           25        66         -        -         -        -
        Montana            -        15         -        -         -        -
       Nebraska            -        32         -        -         -        -
        Nevada             -        48         -        -         6        6
     New Hampshire         3        21         -        -         -        -
      New Jersey          16       114         -        -         -        -
      New Mexico           -        36         -        -         -        -
       New York           66       147         -       41         -        -
    North Carolina        33       192         -        -         -        4
     North Dakota          -         7         -        -         -        -
         Ohio            111       329        26       25         -        4
       Oklahoma            -        41         -        -         -        -
        Oregon            17        40         -        -         -       10
     Pennsylvania         84       174         -        -         -        -
     Rhode Island          8        12         -        -         -        -
    South Carolina         -       116         -        -         -        -
     South Dakota          -        10         -        -         -        -
       Tennessee           -       176         -        -         2        -
         Texas            76       285         -        -         4        -
         Utah             52        19         -        -         1        -
        Vermont            -         2         -        -         -        -
       Virginia           45       148         -        -         3        5
      Washington          27        39         -        -         -        2
     West Virginia        22        47         1        1         -        -
       Wisconsin           -        60         -        -         -        -
        Wyoming            -        14         -        -         -        -
 District of Columbia      -         5         -        -         1        -
                       -----     -----       ---      ---       ---      ---
   Domestic Subtotal   1,183     4,366        40      120        98      112
                       -----     -----       ---      ---       ---      ---





                                        8


<PAGE>



                            WENDY'S            TIM HORTONS        BAJA FRESH
                            -------            -----------        ----------
 Country/Territory     Company Franchise    Company Franchise  Company Franchise
       Aruba              -        3            -        -        -        -
      Bahamas             -        6            -        -        -        -
      Canada            133      221           31    2,157        -        -
  Cayman Islands          -        2            -        -        -        -
Dominican Republic        -        5            -        -        -        -
    El Salvador           -        9            -        -        -        -
       Guam               2        -            -        -        -        -
     Guatemala            -        7            -        -        -        -
      Hawaii              2        4            -        -        -        -
     Honduras             -       16            -        -        -        -
      Iceland             -        1            -        -        -        -
     Indonesia            -       27            -        -        -        -
      Jamaica             -        2            -        -        -        -
       Japan              -       83            -        -        -        -
      Mexico              -       16            -        -        -        -
    New Zealand           -       14            -        -        -        -
      Panama              -        6            -        -        -        -
    Philippines           -       40            -        -        -        -
    Puerto Rico           -       46            -        -        -        -
  United Kingdom          -        1            -        -        -        -
     Venezuela            -       56            -        -        -        -
  Virgin Islands          -        2            -        -        -        -
                       ----    -----         ----    -----       --      ---
International Subtotal  137      567           31    2,157        -        -
                       ----    -----         ----    -----       --      ---
Grand Total           1,320    4,933           71    2,277       98      112
                      =====    =====         ====    =====       --      ---


ITEM 3. LEGAL PROCEEDINGS

               Not applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

               None.









                                        9

<PAGE>

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

               This information is incorporated herein by reference from page
               AA-40 of the Financial Statements and Other Information furnished
               with the Company's 2003 Proxy Statement.

ITEM 6. SELECTED FINANCIAL DATA

               This information is incorporated herein by reference from page
               AA-40 of the Financial Statements and Other Information furnished
               with the Company's 2003 Proxy Statement.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

               Management's Review and Outlook on pages AA-1 through AA-15 of
               the Financial Statements and Other Information furnished with the
               Company's 2003 Proxy Statement is incorporated herein by
               reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

               This information is incorporated herein by reference from page
               AA-9 of the Management's Review and Outlook in the Financial
               Statements and Other Information furnished with the Company's
               2003 Proxy Statement.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

               The Consolidated Balance Sheets of the Company at December 29,
               2002 and December 30, 2001, and the Consolidated Statements of
               Income, Statements of Cash Flows and Statements of Shareholder's
               Equity for each of the three fiscal years in the periods ended
               December 29, 2002, December 30, 2001 and December 31, 2000, the
               Report of Independent Accountants on these Consolidated Financial
               Statements, and the Company's unaudited quarterly financial data,
               are incorporated herein by reference from pages AA-16 through
               AA-38 of the Financial Statements and Other Information furnished
               with the Company's 2003 Proxy Statement.

               The Report of Independent Accountants on the Company's
               Consolidated Financial Statement Schedule is included on page 17
               of this report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

               None.





                                       10


<PAGE>
PART III

ITEMS 10, 11, 12, AND 13. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT;
EXECUTIVE COMPENSATION; SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDERS MATTERS; AND CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS

EXECUTIVE OFFICERS OF THE REGISTRANT

<TABLE>
<CAPTION>

               Name                      Age                 Position With Company                   Officer Since

<S>                                     <C>     <C>                                                     <C>
               John T. Schuessler        52      Chairman of the Board, Chief Executive Officer and      1983
                                                 President, Director

               Kerrii B. Anderson        45      Executive Vice President and Chief Financial Officer,
                                                 Director                                                2000

               Thomas J. Mueller         51      President and Chief Operating Officer -
                                                 Wendy's North America                                   1998

               Donald F. Calhoon         51      Executive Vice President                                1984

               Kathie T. Chesnut         51      Executive Vice President                                1990

               George Condos             49      Executive Vice President                                1982

               Leon M. McCorkle, Jr.     62      Executive Vice President, General Counsel and Secretary 1998

               Ronald E. Musick          62      Executive Vice President                                1986

               John F. Brownley          60      Senior Vice President and Treasurer                     1981

               Jonathan F. Catherwood    41      Executive Vice President                                2001

               John M. Deane             48      Executive Vice President                                2001

               Brion G. Grube            51      Senior Vice President                                   1990

               Lawrence A. Laudick       55      Senior Vice President, General Controller and           1976
                                                 Assistant Secretary

</TABLE>

               No arrangements or understandings exist pursuant to which any
               person has been, or is to be, selected as an officer, except in
               the event of a change in control of the Company, as provided in
               the Company's Key Executive Agreements. The executive officers of
               the Company are appointed by the Board of Directors.

               Except as set forth below, each of the above individuals has held
               the same principal occupation with the Company for at least the
               last five years.

               Mr. Schuessler joined the Company in 1976. He served in Company
               Operations as Regional Vice President from 1983 to 1984, Zone
               Vice President from 1984 to 1986, and Division Vice President
               from 1986 until 1987, when he was promoted to Senior Vice
               President of the Northeast Region. In 1995, Mr. Schuessler was
               promoted to Executive Vice President of U.S. Operations. He was
               named President and Chief Operating Officer, U.S. Operations in
               1997, and Chief Executive Officer and President on March 16,
               2000. Mr. Schuessler was also named Chairman of the Board on May
               1, 2001.

               Mrs. Anderson joined the Company in 2000 as Executive Vice
               President and Chief Financial Officer. Prior to joining the
               Company, Mrs. Anderson had held the titles of Senior Vice
               President and Chief Financial Officer of M/I Schottenstein Homes,
               Inc. since 1987. She was also Secretary of M/I Schottenstein
               Homes, Inc. from 1987 to 1994 and Assistant Secretary from 1994
               until she joined the Company.

               Mr. Mueller joined the Company in 1998 as Senior Vice President,
               Special Projects, and in 1999 he was named Senior Vice President
               for the Northeast Region. In 2000, Mr. Mueller was named
               President and Chief Operating Officer - Wendy's North America.
               Prior to joining the Company, Mr. Mueller was with Burger King
               from 1973 to 1997, where his most recent position was Senior Vice
               President, North American Operations.

               Mr. Calhoon joined the Company in 1978 and held various positions
               with the Company until being named Vice President, Field
               Marketing in 1984. In 1989 he was promoted to Vice President,
               Corporate Marketing and in 1995 was named Senior Vice President,
               Corporate Marketing. In 2000, Mr. Calhoon was named Executive
               Vice President, Corporate Marketing.

               Mrs. Chesnut joined the Company in 1990 as Vice President,
               Special Projects. In 1991, Mrs. Chesnut was named Vice President,
               Research and Development and in 1994, she was promoted to Senior
               Vice President, Research and Development, Quality Assurance and
               Purchasing. In 2000, Mrs. Chesnut was promoted to Executive Vice
               President, Research and Development, Quality Assurance and Supply
               Chain Management. In 2001, Mrs. Chesnut assumed the
               responsibilities for corporate business development. Prior to
               joining the Company, she was with Showbiz Pizza Time, Inc. as
               Director of Research and Development.

                                       11


<PAGE>


               Mr. McCorkle joined the Company in 1998 as Senior Vice President
               and General Counsel. He was also named Secretary of the Company
               in 2000. In 2001, Mr. McCorkle was named Executive Vice
               President. Prior to joining the Company, he was a senior partner
               of Vorys, Sater, Seymour and Pease LLP.

               Mr. Catherwood joined the Company in 2001 as Senior Vice
               President of Mergers and Acquisitions. In 2002, Mr. Catherwood
               was named Executive Vice President, Mergers, Acquisitions and
               Business Integration. Prior to joining the Company, he was a
               general partner at the Windsor Group, LLC.

               Mr. Deane joined the Company in 2001 as Senior Vice President and
               Chief Information Officer. In 2002, Mr. Deane was named Executive
               Vice President. Prior to joining the Company, he was President of
               Clipper Management Inc. from 1999 to 2001. Prior to that time,
               Mr. Deane was Chief Information Officer of MedPartners Inc., now
               Caremark Rx, Inc.

               Mr. Grube joined the Company in 1990 as Division Vice President
               and was promoted to Senior Vice President - Canada in 1993. In
               January 2001, Mr. Grube was promoted to Senior Vice President -
               International Wendy's. Before joining the Company, Mr. Grube was
               with Imperial Savings Association from 1988 to 1990. Prior to
               that time, Mr. Grube spent 12 years with Pizza Hut, Inc.

               The information required by these Items, other than the
               information set forth above, is omitted and incorporated herein
               by reference from the Company's 2003 Proxy Statement dated March
               4, 2003. However, no information set forth in the 2003 Proxy
               Statement regarding the Audit Committee Report (pages 7-8), the
               Report of the Compensation Committee on Executive Compensation
               (pages 11-13) or the performance graph (page 14) shall be deemed
               incorporated by reference into this Form 10-K.

ITEM 14. CONTROLS AND PROCEDURES

               (a) Within the 90-day period prior to the filing date of this
               Annual Report on Form 10-K, the Company, under the supervision,
               and with the participation, of its management, including its
               Chief Executive Officer and Chief Financial Officer, performed an
               evaluation of the Company's disclosure controls and procedures,
               as contemplated by Securities Exchange Act Rule 13a-15. Based on
               that evaluation, the Company's Chief Executive Officer and Chief
               Financial Officer concluded that such disclosure controls and
               procedures were effective.

               (b) No significant changes were made in the Company's internal
               controls or in other factors that could significantly affect
               these controls subsequent to the date of the evaluation performed
               pursuant to Securities Exchange Act Rule 13a-15 referred to
               above.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

               (a)  (1) and (2) - The following Consolidated Financial
                    Statements of Wendy's International, Inc. and Subsidiaries,
                    included in the Financial Statements and Other Information
                    furnished with the Company's 2003 Proxy Statement on pages
                    AA-16 to AA-38 and incorporated by reference in Item 8, are
                    filed as part of this Annual Report on Form 10-K.

                         Consolidated Statements of Income - Years ended
                         December 29, 2002, December 30, 2001 and December 31,
                         2000.

                         Consolidated Balance Sheets - December 29, 2002 and
                         December 30, 2001.

                         Consolidated Statements of Cash Flows - Years ended
                         December 29, 2002, December 30, 2001 and December 31,
                         2000.

                         Consolidated Statements of Shareholders' Equity - Years
                         ended December 29, 2002, December 30, 2001 and December
                         31, 2000.

                         Consolidated Statements of Comprehensive Income - Years
                         ended December 29, 2002, December 30, 2001 and December
                         31, 2000.

                         Notes to the Consolidated Financial Statements.

                         Report of Independent Accountants.

                    (3) Listing of Exhibits - See Index to Exhibits. The
                    following management contracts or compensatory plans or
                    arrangements are required to be filed as exhibits to this
                    report:

                         Sample Restated Key Executive Agreement between the
                         Company and Messrs. Brownley, Calhoon, Catherwood,
                         Condos, Deane, Grube, Laudick, McCorkle, Mueller,
                         Musick, Schuessler, and Mmes. Anderson and Chesnut.

                         Sample Key Executive Agreement between the Company, The
                         TDL Group Ltd. and Mr. House.

                         Assignment of Rights Agreement between the Company and
                         Mr. Thomas.

                         Senior Executive Annual Performance Plan.

                         Executive Annual Performance Plan.

                         Supplemental Executive Retirement Plan.



                                       12

<PAGE>


                         1978 Non-Qualified Stock Option Plan, as amended.

                         1982 Stock Option Plan, as amended.

                         1984 Stock Option Plan, as amended.

                         1987 Stock Option Plan, as amended.

                         1990 Stock Option Plan, as amended.

                         WeShare Stock Option Plan, as amended.

               (b)  No report on Form 8-K was filed during the quarter ended
                    December 29, 2002.

               (c)  Exhibits filed with this report are listed in the Index to
                    Exhibits.

               (d)  The following Consolidated Financial Statement Schedule of
                    Wendy's International, Inc. and Subsidiaries is included in
                    Item 15(d): II - Valuation and Qualifying Accounts.

                    All other schedules for which provision is made in the
                    applicable accounting regulations of the Securities and
                    Exchange Commission are not required under the related
                    instructions, are inapplicable, or the information has been
                    disclosed elsewhere.





                                       13

<PAGE>


SIGNATURES

               Pursuant to the requirements of Section 13 or 15 (d) 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.

                                          Wendy's International, Inc.

                                     By   /s/ KERRII B. ANDERSON         3/28/03
                                     -------------------------------------------
                                          Kerrii B. Anderson
                                          Executive Vice President
                                          and Chief Financial Officer


               Pursuant to the requirements of the Securities Exchange Act of
               1934, this report has been signed below by the following persons
               on behalf of the Registrant and in the capacities and on the
               dates indicated.

<TABLE>
<CAPTION>

<S>                                                                <C>
               /s/ JOHN T. SCHUESSLER*                  3/28/03     /s/ KERRII B. ANDERSON               3/28/03
               ------------------------------------------------     --------------------------------------------
               John T. Schuessler, Chairman of the Board,           Kerrii B. Anderson, Executive Vice President
               Chief Executive Officer and President, Director      and Chief Financial Officer, Director

               /s/ PAUL D. HOUSE*                       3/28/03     /s/ LAWRENCE A. LAUDICK*             3/28/03
               ------------------------------------------------     --------------------------------------------
               Paul D. House, Director                              Lawrence A. Laudick, Senior Vice
                                                                    President, General Controller
                                                                    and Assistant Secretary

               /s/ ERNEST S. HAYECK*                    3/28/03     /s/ JANET HILL*                      3/28/03
               ------------------------------------------------     --------------------------------------------
               Ernest S. Hayeck, Director                           Janet Hill, Director

               /s/ THOMAS F. KELLER*                    3/28/03     /s/ WILLIAM E. KIRWAN*               3/28/03
               ------------------------------------------------     --------------------------------------------
               Thomas F. Keller, Director                           William E. Kirwan, Director

               /s/ TRUE H. KNOWLES*                     3/28/03     /s/ DAVID P. LAUER*                  3/28/03
               ------------------------------------------------     --------------------------------------------
               True H. Knowles, Director                            David P. Lauer, Director

               /s/ ANDREW G. McCAUGHEY*                 3/28/03     /s/ JAMES F. MILLAR*                 3/28/03
               ------------------------------------------------     --------------------------------------------
               Andrew G. McCaughey, Director                        James F. Millar, Director

               /s/ JAMES V. PICKETT*                    3/28/03     /s/ THEKLA R. SHACKELFORD*           3/28/03
               ------------------------------------------------     --------------------------------------------
               James V. Pickett, Director                           Thekla R. Shackelford, Director



                                                                    *By /s/ KERRII B. ANDERSON           3/28/03
                                                                    --------------------------------------------
                                                                        Kerrii B. Anderson,
                                                                        Attorney-in-Fact

</TABLE>



                                       14

<PAGE>

                                 CERTIFICATIONS



I, John T. Schuessler, certify that:

               1.   I have reviewed this annual report on Form 10-K of Wendy's
                    International, Inc.;

               2.   Based on my knowledge, this annual 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 annual report;

               3.   Based on my knowledge, the financial statements, and other
                    financial information included in this annual 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 annual report;

               4.   The registrant's other certifying officers and I are
                    responsible for establishing and maintaining disclosure
                    controls and procedures (as defined in Exchange Act Rules
                    13a-14 and 15d-14) for the registrant and have:

                    a)   designed such disclosure controls and procedures 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 annual
                         report is being prepared;

                    b)   evaluated the effectiveness of the registrant's
                         disclosure controls and procedures as of a date within
                         90 days prior to the filing date of this annual report
                         (the "Evaluation Date"); and

                    c)   presented in this annual report our conclusions about
                         the effectiveness of the disclosure controls and
                         procedures based on our evaluation as of the Evaluation
                         Date;

               5.   The registrant's other certifying officers and I have
                    disclosed, based on our most recent evaluation, 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 in the design or operation
                         of internal controls which could adversely affect the
                         registrant's ability to record, process, summarize and
                         report financial data and have identified for the
                         registrant's auditors any material weaknesses in
                         internal controls; and

                    b)   any fraud, whether or not material, that involves
                         management or other employees who have a significant
                         role in the registrant's internal controls; and

               6.   The registrant's other certifying officers and I have
                    indicated in this annual report whether or not there were
                    significant changes in internal controls or in other factors
                    that could significantly affect internal controls subsequent
                    to the date of our most recent evaluation, including any
                    corrective actions with regard to significant deficiencies
                    and material weaknesses.

Date: March 28, 2003

                                          /s/ John T. Schuessler
                                          --------------------------------------
                                          Name: John T. Schuessler
                                          Title:  Chief Executive Officer





                                       15


<PAGE>

                                 CERTIFICATIONS

I, Kerrii B. Anderson, certify that:

               1.   I have reviewed this annual report on Form 10-K of Wendy's
                    International, Inc.;

               2.   Based on my knowledge, this annual 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 annual report;

               3.   Based on my knowledge, the financial statements, and other
                    financial information included in this annual 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 annual report;

               4.   The registrant's other certifying officers and I are
                    responsible for establishing and maintaining disclosure
                    controls and procedures (as defined in Exchange Act Rules
                    13a-14 and 15d-14) for the registrant and have:

                    a)   designed such disclosure controls and procedures 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 annual
                         report is being prepared;

                    b)   evaluated the effectiveness of the registrant's
                         disclosure controls and procedures as of a date within
                         90 days prior to the filing date of this annual report
                         (the "Evaluation Date"); and

                    c)   presented in this annual report our conclusions about
                         the effectiveness of the disclosure controls and
                         procedures based on our evaluation as of the Evaluation
                         Date;

               5.   The registrant's other certifying officers and I have
                    disclosed, based on our most recent evaluation, 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 in the design or operation
                         of internal controls which could adversely affect the
                         registrant's ability to record, process, summarize and
                         report financial data and have identified for the
                         registrant's auditors any material weaknesses in
                         internal controls; and

                    b)   any fraud, whether or not material, that involves
                         management or other employees who have a significant
                         role in the registrant's internal controls; and

               6.   The registrant's other certifying officers and I have
                    indicated in this annual report whether or not there were
                    significant changes in internal controls or in other factors
                    that could significantly affect internal controls subsequent
                    to the date of our most recent evaluation, including any
                    corrective actions with regard to significant deficiencies
                    and material weaknesses.

Date: March 28, 2003

                                          /s/ Kerrii B. Anderson
                                          --------------------------------------
                                          Name: Kerrii B. Anderson
                                          Title:  Chief Financial Officer



                                       16


<PAGE>


REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULE

TO THE BOARD OF DIRECTORS AND
SHAREHOLDERS OF WENDY'S INTERNATIONAL, INC.
AND SUBSIDIARIES

               Our audits of the consolidated financial statements referred to
               in our report dated January 31, 2003, appearing on page AA-38 of
               the Financial Statements and Other Information furnished with the
               2003 Proxy Statement of Wendy's International, Inc. (which report
               and consolidated financial statements are incorporated by
               reference in this Annual Report on Form 10-K) also included
               audits of the Financial Statement Schedule listed in Item 15(d)
               of this Form 10-K. In our opinion, this Financial Statement
               Schedule presents fairly, in all material respects, the
               information set forth therein when read in conjunction with the
               related consolidated financial statements.

               Columbus, Ohio                /s/ PricewaterhouseCoopers LLP
               January 31, 2003



CONSENT OF INDEPENDENT ACCOUNTANTS

               We hereby consent to the incorporation by reference in the
               Registration Statements on Form S-3 (File Nos. 333-100463 and
               333-102824) and in the Registration Statements on Form S-8 (File
               Nos. 2-67253, 2-98696, 33-18177, 2-82823, 33-36602, 33-36603,
               333-9261, 333-32675, 33-57913, 333-60031, 333-60033, 333-83973,
               333-42478, 333-65990 and 333-97277) of Wendy's International,
               Inc. of our report dated January 31, 2003, relating to the
               financial statements, which appears in the Annual Report to
               Shareholders, which is incorporated in this Annual Report on Form
               10-K. We also consent to the incorporation by reference of our
               report dated January 31, 2003 relating to the Financial Statement
               Schedule, which appears in this Form 10-K.

               Columbus, Ohio                /s/ PricewaterhouseCoopers LLP
               March 27, 2003













                                       17


<PAGE>




                  WENDY'S INTERNATIONAL, INC. AND SUBSIDIARIES
         SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (in thousands)

<TABLE>
<CAPTION>
                                         BALANCE AT  CHARGED (CREDITED)                         BALANCE AT
                                          BEGINNING      TO COSTS &         ADDITIONS             END OF
        CLASSIFICATION                     OF YEAR        EXPENSES       (DEDUCTIONS) (a)          YEAR

<S>                                       <C>            <C>               <C>                <C>
Fiscal year ended December 29, 2002:
   Reserve for royalty receivables         $ 1,937        $   516           $   (257)          $ 2,196

   Deferred tax asset valuation allowance   12,280          8,581                  -            20,861

   Reserve for possible franchise-
      related losses & contingencies         7,115         (1,044)              (562)            5,509
                                           -------        -------           --------           -------

                                           $21,332        $ 8,053           $   (819)          $28,566
                                           -------        -------           --------           -------

Fiscal year ended December 30, 2001:
   Reserve for royalty receivables         $ 1,617        $   133           $    187           $ 1,937

   Deferred tax asset valuation allowance        -         12,280                  -            12,280

   Reserve for possible franchise-
      related losses & contingencies         6,680          1,965             (1,530)            7,115
                                           -------        -------           --------           -------

                                           $ 8,297        $14,378           $ (1,343)          $21,332
                                           -------        -------           --------           -------

Fiscal year ended December 31, 2000:
   Reserve for royalty receivables         $ 1,663        $   380           $   (426)          $ 1,617

   Reserve for possible franchise-
      related losses & contingencies         6,012          1,106               (438)            6,680
                                           -------        -------           --------           -------

                                           $ 7,675        $ 1,486              $(864)          $ 8,297
                                           -------        -------           --------           -------

</TABLE>

(a)  Primarily represents reserves written off or reversed due to the resolution
     of certain franchise situations.

Year-end balances are reflected in the Consolidated Balance Sheet as follows:

<TABLE>
<CAPTION>

                                            DECEMBER 29,     DECEMBER 30,    DECEMBER 31,
                                                2002             2001            2000
                                                ----             ----            ----
<S>                                          <C>              <C>              <C>
Deducted from accounts receivable             $ 6,558          $ 8,057          $5,544
Deducted from notes receivable - current          301              276             114
Deducted from notes receivable - long-term        846              719           2,639
Deducted from deferred tax asset - long-term   20,861           12,280               -
                                              -------          -------          ------
                                              $28,566          $21,332          $8,297
                                              -------          -------          ------

</TABLE>




                                       18


<PAGE>



WENDY'S INTERNATIONAL, INC. AND SUBSIDIARIES
INDEX TO EXHIBITS

<TABLE>
<CAPTION>

         EXHIBIT                DESCRIPTION                                    WHERE FOUND

<S>                 <C>                                            <C>
          2(a)       Share Purchase Agreement, dated as of         Incorporated herein by reference from
                     October 31, 1995, by and among Wendy's        Exhibit 2 of Form 10-Q for the quarter
                     International, Inc., 1149658 Ontario Inc.,    ended October 1, 1995.
                     632687 Alberta Ltd. and Ronald V. Joyce

           (b)       Amendment to the Share Purchase               Incorporated herein by reference from Exhibit 2.2
                     Agreement, dated as of December 28,           to Ronald V. Joyce's Schedule 13D, dated
                     1995, by and among Wendy's International,     January 5, 1996.
                     Inc., 1149658 Ontario Inc., 1052106
                     Ontario Limited and Ronald V. Joyce

           (c)       Agreement between Ronald V. Joyce,            Incorporated herein by reference from Exhibit 2
                     WENTIM, LTD., Wendy's International, Inc.     of Form 10-Q for the quarter ended October 4,
                     and the Irrevocable Trust for the Benefit     1998.
                     of Ronald V. Joyce, dated as of September
                     16, 1998

           (d)       Amendment to Share Purchase Agreement,        Incorporated herein by reference from Exhibit
                     dated as of February 25, 1999, by and among   2(d) of Form 10-K for the year ended January 3,
                     Wendy's International, Inc., WENTIM, LTD.     1999.
                     and Ronald V. Joyce

           (e)       Registration Rights Agreement, dated as of    Incorporated herein by reference from Exhibit 2.10
                     December 29, 1995, by and between Wendy's     to Ronald V. Joyce's Schedule 13D, dated
                     International, Inc. and Ronald V. Joyce       January 5, 1996.

           (f)       Amending Agreement No. 1 to the Registration  Incorporated herein by reference from Exhibit
                     Rights Agreement, dated as of February 25,    2(o) of Form 10-K for the year ended January 3,
                     1999, by and between Wendy's International,   1999.
                     Inc. and Ronald V. Joyce

</TABLE>



                                       19

<PAGE>


<TABLE>


<S>                 <C>                                            <C>
           (g)       Agreement between Wendy's International, Inc. Incorporated herein by reference from Exhibit 2
                     and Ronald V. Joyce dated October 18, 2001.   of Form 8-K filed on October 19, 2001.

           (h)       Agreement between Ronald V. Joyce,            Incorporated herein by reference from Exhibit 2 of
                     WENTIM, LTD., Wendy's International, Inc.,    Form 8-K filed on September 13, 2002.
                     THD RE No. 1 Co. and the Irrevocable Trust
                     for the Benefit of Ronald V. Joyce, dated as
                     of September 13, 2002.

          3(a)       Articles of Incorporation, as amended to      Incorporated herein by reference from Exhibit
                     date                                          3(a) of Form 10-K for the year ended January 3
                                                                   1999.

           (b)       New Regulations, as amended                   Incorporated herein by reference from
                                                                   Exhibit 3 of Form 10-Q for the quarter
                                                                   ended March 31, 2002.

        * 4(a)       Indenture between the Company and Bank        Incorporated herein by reference from
                     One, National Association, pertaining to      Exhibit 4(i) of Form 10-K for the year ended
                     6.25% Senior Notes due November 15, 2011      December 30, 2001.
                     and 6.20% Senior Notes due June 15, 2014

           (b)       Amended and Restated Rights Agreement         Incorporated herein by reference from Exhibit 1
                     between the Company and American Stock        of Amendment No. 2 to Form 8-A/A
                     Transfer and Trust Company                    Registration Statement, File No. 1-8116, filed
                                                                   on December 8, 1997.

           (c)       Amendment No. 1 to the Amended and Restated   Incorporated herein by reference from Exhibit 2
                     Rights Agreement between the Company and      of Amendment No. 3 to Form 8-A/A
                     American Stock Transfer and Trust Company     Registration Statement, File No. 1-8116, filed
                                                                   on January 26, 2001.

         10(a)       Sample Restated Key Executive Agreement       Incorporated herein by reference from Exhibit
                     between the Company and Messrs. Brownley,     10(a) of Form 10-K for the year ended January 3,
                     Calhoon, Catherwood, Condos, Deane, Grube,    1999.
                     Laudick, McCorkle, Mueller, Musick,
                     Schuessler, and Mmes. Anderson and Chesnut

           (b)       Sample Key Executive Agreement between        Incorporated herein by reference from Exhibit
                     the Company, The TDL Group Ltd. and           10 of Form 10-Q for the quarter ended July
                     Mr. House                                     4, 1999.
</TABLE>


     *    Neither the Company nor its subsidiaries are party to any other
          instrument with respect to long-term debt for which securities
          authorized thereunder exceed 10 percent of the total assets of the
          Company and its subsidiaries on a consolidated basis. Copies of
          instruments with respect to long-term debt of lesser amounts will be
          furnished to the Commission upon request.



                                       20

<PAGE>



<TABLE>


<S>                   <C>                                              <C>
             (c)       Assignment of Rights Agreement between           Incorporated herein by reference from Exhibit
                       the Company and Mr. Thomas                       10(c) of Form 10-K for the year ended
                                                                        December 31, 2000.

             (d)       Senior Executive Annual Performance Plan         Incorporated herein by reference from Annex B
                                                                        to the Company's Definitive 2002 Proxy
                                                                        Statement, dated March 5, 2002.

             (e)       Executive Annual Performance Plan                Incorporated herein by reference from Exhibit
                                                                        10(e) of Form 10-K for the year ended
                                                                        December 30, 2001.

             (f)       Supplemental Executive Retirement Plan           Attached hereto.

             (g)       1978 Non-Qualified Stock Option Plan,            Incorporated herein by reference from Exhibit
                       as amended                                       10(k) of Form 10-K for the year ended January
                                                                        2, 2000.

             (h)       1982 Stock Option Plan, as amended               Incorporated herein by reference from Exhibit
                                                                        10(l) of Form 10-K for the year ended January
                                                                        2, 2000.

             (i)       1984 Stock Option Plan, as amended               Incorporated herein by reference from Exhibit
                                                                        10(m) of Form 10-K for the year ended January
                                                                        2, 2000.

             (j)       1987 Stock Option Plan, as amended               Incorporated herein by reference from Exhibit
                                                                        10(n) of Form 10-K for the year ended January
                                                                        2, 2000.

             (k)       1990 Stock Option Plan, as amended               Incorporated herein by reference from
                                                                        the Company's Definitive Proxy
                                                                        Statement, dated March 4, 2003.

             (l)       WeShare Stock Option Plan, as amended            Attached hereto.

             13        Portions of the Financial Statements and         Incorporated herein by reference from the
                       Other Information furnished with the             Financial Statements and Other information
                       Company's Definitive 2003 Proxy Statement,       furnished with the Company's Definitive 2003
                       dated March 4, 2003, as described in Parts I     Proxy Statement, dated March 4, 2003.
                       and II of this Annual Report on Form 10-K.

             21        Subsidiaries of the Registrant                   Attached hereto.

             23        Consent of PricewaterhouseCoopers LLP            Incorporated by reference to page 17
                                                                        of this Form 10-K.

             24        Powers of Attorney                               Attached hereto.

           99 (a)      Safe harbor under the Private Securities         Attached hereto.
                       Litigation Reform Act of 1995

             (b)       Certification of Chief Executive Officer         Attached hereto.

             (c)       Certification of Chief Financial Officer         Attached hereto.

</TABLE>



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