**Exhibit 99**

 

**Safe Harbor Under the Private Securities Litigation Reform Act of 1995**

 

The Private Securities Litigation Reform Act of 1995 (the “Act”) provides a “safe harbor” for forward-looking statements to encourage companies toprovide prospective information, so long as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from thosediscussed in the statement. Wendy’s International, Inc. (the “Company”) desires to take advantage of the “safe harbor” provisions of the Act. 

 

Certain information in the 2004 Summary Annual Report and this Financial Statements and Other Information furnished with the Company’sProxy Statement for the 2005 Annual Meeting of Shareholders, particularly information regarding future economic performance and finances, and plans, expectations and objectives of management, is forward looking. The following factors, in addition toother possible factors not listed, could affect the Company’s actual results and cause such results to differ materially from those expressed in forward-looking statements: 

 

*Competition*. The quick-service restaurant industry is intensely competitive with respect to price, service, location, personnel andtype and quality of food. The Company and its franchisees compete with international, regional and local organizations primarily through the quality, variety and value perception of food products offered. The number and location of units, qualityand speed of service, attractiveness of facilities, effectiveness of advertising and marketing programs, and new product development by the Company and its competitors are also important factors. The Company anticipates that intense competition willcontinue to focus on pricing. Certain of the Company’s competitors have substantially larger marketing budgets. 

 

*Economic, Market and Other Conditions*. The quick-service restaurant industry is affected by changes in international, national, regional, and local economicconditions, consumer preferences and spending patterns, demographic trends, consumer perceptions of food safety, weather, traffic patterns, the type, number and location of competing restaurants, and the effects of war or terrorist activities andany governmental responses thereto. Factors such as inflation, food costs, labor and benefit costs, legal claims, and the availability of management and hourly employees also affect restaurant operations and administrative expenses. The ability ofthe Company and its franchisees to finance new restaurant development, improvements and additions to existing restaurants, and the acquisition of restaurants from, and sale of restaurants to franchisees is affected by economic conditions, includinginterest rates and other government policies impacting land and construction costs and the cost and availability of borrowed funds. 

 

*Importance of Locations.* The success of Company and franchised restaurants is dependent in substantial part on location. There can be no assurance that currentlocations will continue to be attractive, as demographic patterns change. It is possible the neighborhood or economic conditions where restaurants are located could decline in the future, thus resulting in potentially reduced sales in thoselocations. 

 

*Government Regulation*. The Company and its franchisees aresubject to various federal, state, and local laws affecting their business. The development and operation of restaurants depend to a significant extent on the selection and acquisition of suitable sites, which are subject to zoning, land use,environmental, traffic, and other regulations. Restaurant operations are also subject to licensing and regulation by state and local departments relating to health, sanitation and safety standards, federal and state labor laws (including applicableminimum wage requirements, overtime, working and safety conditions, and citizenship requirements), federal and state laws which prohibit discrimination and other laws regulating the design and operation of facilities, such as the Americans withDisabilities Act of 1990. Changes in these laws and regulations, particularly increases in applicable minimum wages, may adversely affect financial results. The operation of the Company’s franchisee system is also subject to regulation enactedby a number of states and rules promulgated by the Federal Trade Commission. The Company cannot predict the effect on its operations, particularly on its relationship with franchisees, of the future enactment of additional legislation regulating thefranchise relationship. The Company’s financial results could also be affected by changes in applicable accounting rules. 

 

*Growth Plans*. The Company plans to increase the number of systemwide Wendy’s, Tim Hortons and Baja Fresh Mexican Grill restaurants open or under construction.There can be no assurance that the Company or its franchisees will be able to achieve growth objectives or that new restaurants opened or acquired will be profitable. 

 

The opening and success of restaurants depends on various factors, including the identification and availability of suitable andeconomically viable locations, sales levels at existing restaurants, the negotiation of acceptable lease or purchase terms for new locations, permitting and regulatory compliance, the ability to meet construction schedules, the financial and otherdevelopment capabilities of franchisees, the ability of the Company to hire and train qualified management personnel, and general economic and business conditions. 

 

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*International Operations*. The Company’s business outside of the United States is subject to a number ofadditional factors, including international economic and political conditions, differing cultures and consumer preferences, currency regulations and fluctuations, diverse government regulations and tax systems, uncertain or differing interpretationsof rights and obligations in connection with international franchise agreements and the collection of royalties from international franchisees, the availability and cost of land and construction costs, and the availability of experienced management,appropriate franchisees, and joint venture partners. Although the Company believes it has developed the support structure required for international growth, there is no assurance that such growth will occur or that international operations will beprofitable. 

 

*Disposition of Restaurants*. The disposition of companyoperated restaurants to new or existing franchisees is part of the Company’s strategy to develop the overall health of the system by acquiring restaurants from, and disposing of restaurants to, franchisees where prudent. The realization ofgains from future dispositions of restaurants depends in part on the ability of the Company to complete disposition transactions on acceptable terms. 

 

*Transactions to Improve Return on Investment*. The sale of real estate previously leased to franchisees is generally part of the program to improve theCompany’s return on invested capital. There are various reasons why the program might be unsuccessful, including changes in economic, credit market, real estate market or other conditions, and the ability of the Company to complete saletransactions on acceptable terms and at or near the prices estimated as attainable by the Company. 

 

*Joint Venture to Manufacture and Distribute Par-Baked Products for Tim Hortons Restaurants*. The success of the joint venture to manufacture and distribute par-baked products for Tim Hortons restaurants could beaffected by a number of factors, including many of the factors set forth above. In addition, the realization of expected levels of production efficiencies, and actual product distribution costs and costs incurred to equip Tim Hortons restaurants forpar-baked products occurring within expected ranges, could affect actual results. 

 

*Mergers, Acquisitions and Other Strategic Transactions*. The Company intends to evaluate potential mergers, acquisitions, joint venture investments, alliances, vertical integration opportunities and divestitures as part of itsstrategic planning initiative. These transactions involve various inherent risks, including accurately assessing the value, future growth potential, strengths, weaknesses, contingent and other liabilities and potential profitability of acquisitioncandidates; the potential loss of key personnel of an acquired business; the Company’s ability to achieve projected economic and operating synergies; and unanticipated changes in business and economic conditions affecting an acquired business.

 

Readers are cautioned not to place undue reliance on forward-lookingstatements, which speak only as of the date thereof. The Company undertakes no obligation to publicly release any revisions to the forward-looking statements contained in the 2004 Summary Annual Report and this Financial Statements and OtherInformation furnished with the Company’s Proxy Statement for the 2005 Annual Meeting of Shareholders, or to update them to reflect events or circumstances occurring after the date these materials were first furnished to shareholders, or toreflect the occurrence of unanticipated events. 

 

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