<PAGE>   1
                       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 31, 2000
                          -----------------

( )      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:
----------------------------------------------------------

<TABLE>
<CAPTION>
            Title of each class                  Name of each exchange on which registered
---------------------------------------------   ------------------------------------------

<S>                                              <C>
     Common Shares, $.10 stated value                   New York, Boston, Chicago,
      (114,664,000 shares outstanding                    Pacific and Philadelphia
             at March 5, 2001)                                Stock Exchanges

$2.50 Term Convertible Securities, Series A               New York Stock Exchange
      Preferred Stock Purchase Rights                     New York Stock Exchange
</TABLE>


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_

The aggregate market value of the voting stock held by non-affiliates of the
Registrant at March 5, 2001 was $2,327,470,000.

Documents incorporated by reference:
      Portions of the Annual Report to Shareholders set forth in the Financial
      Statements and Other Information furnished with the Definitive 2001 Proxy
      Statement dated March 6, 2001 are incorporated by reference into Parts I
      and II.
      Portions of the Definitive 2001 Proxy Statement dated March 6, 2001 are
      incorporated by reference into Part III.
Exhibit index on pages 15-17.

                                        1

<PAGE>   2



                                                                  [WENDY'S LOGO]

                                     Wendy's
                               International, Inc.
                                 2000 Form 10-K



                                                Wendy's International, Inc.
                                                4288 West Dublin Granville Rd.
                                                Dublin, Ohio 43017
                                                www.wendys.com





<PAGE>   3



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 restaurants. At December 31, 2000, there were
                  5,792 Wendy's restaurants (Wendy's) in operation in the United
                  States and in 26 other countries and territories. Of these
                  restaurants, 1,153 were operated by the Company and 4,639 by
                  the Company's franchisees.

                  Additionally, at December 31, 2000, the Company and its
                  franchisees operated 1,980 Tim Hortons (Hortons) restaurants
                  in Canada and the United States. Of these restaurants open at
                  December 31, 2000, only 105 were company operated.


--------------------------------------------------------------------------------
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.

                  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 six 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 31, 2000, the Bakery supplied 623
                  restaurants operated by the Company and 2,043 restaurants
                  operated by franchisees. At the present time, the Bakery does
                  not manufacture or sell any other products.

                  See Notes 6 and 13 on pages AA-17, AA-18, AA-21 and AA-22 of
                  the Financial Statements and Other Information furnished with
                  the Company's 2001 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.




                                        2


<PAGE>   4



--------------------------------------------------------------------------------
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" and "Your Friend Along the Way". 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 2001
                  to 2013, 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 R. David Thomas and his wife dated as of November 5, 2000
                  (the "Assignment"). The Company has used Mr. Thomas, Senior
                  Chairman of the Board and Founder, 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. The elements comprising the Thomas Persona, taken
                  together, comprise property rights, transferrable at death and
                  otherwise. 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.


--------------------------------------------------------------------------------
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.


--------------------------------------------------------------------------------
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

<PAGE>   5


--------------------------------------------------------------------------------
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 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 restaurants in the future where prudent.

                  See Notes 8 and 9 on page AA-20 of the Financial Statements
                  and Other Information furnished with the Company's 2001 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 7 of this Form 10-K.


--------------------------------------------------------------------------------
FRANCHISED WENDY'S RESTAURANTS

                  As of December 31, 2000, the Company's franchisees operated
                  4,639 Wendy's restaurants in 50 states, the District of
                  Columbia and 26 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 Restaurant 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. Since 1995, the Company has
                  used a revised form of agreement, the Wendy's Unit Franchise
                  Agreement, for new franchised restaurants operated in the
                  United States.

                  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 franchises both in the United
                  States and foreign countries on a unit-by-unit basis.

                  After having submitted to Wendy's the requested application
                  and financial materials, if initially approved by Wendy's, an
                  individual becomes an approved applicant upon the execution of
                  a Preliminary Letter Agreement. This Preliminary Letter
                  Agreement does not guarantee that the applicant will be
                  accepted as a Wendy's franchisee but entitles the applicant to
                  commence a training program, intended to allow both parties
                  the opportunity to more carefully assess a long-term franchise
                  relationship. For existing franchisees who in Wendy's opinion
                  are not in need of additional training or part of a special
                  program, the Preliminary Letter Agreement may not be
                  necessary. Upon the execution of a Preliminary Letter
                  Agreement, the applicant is required to pay a non-refundable
                  fee of $5,000 to help defray some of the cost of initial
                  orientation, the processing of the application and background
                  investigation.

                  Both the Restaurant Franchise Agreement and the Wendy's Unit
                  Franchise Agreement require that the franchisee pay a royalty
                  of 4% of gross sales, as defined in the applicable agreement,
                  from the operation of the restaurant. Both Agreements also
                  typically require that the franchisee pay the Company a
                  technical assistance fee. In the United States, the technical
                  assistance fee required under newly executed Wendy's Unit
                  Franchise Agreements 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.


                                        4



<PAGE>   6




                  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.

                  See Schedule II on page 14 of this Form 10-K, and Management's
                  Review and Outlook on pages AA-1 through AA-7 and Note 10 on
                  page AA-20 of the Financial Statements and Other Information
                  furnished with the Company's 2001 Proxy Statement
                  (Management's Review and Outlook and Note 10 are incorporated
                  herein by reference) for further information regarding
                  reserves, commitments and contingencies involving franchisees.


--------------------------------------------------------------------------------
FRANCHISED HORTONS UNITS

                  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.


--------------------------------------------------------------------------------
ADVERTISING AND PROMOTIONS

                  Products sold by Wendy's restaurants are advertised through
                  television, radio, newspapers 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 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 specifies 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, the Company has the
                  ability to increase the required local and regional
                  expenditures to 3%, for a total of 5% for advertising and
                  promotions, subject to certain conditions.

                  The Company has the ability under the Wendy's Unit Franchise
                  Agreement to specify and to change the 4% advertising and
                  promotions allocation subject to certain restrictions.
                  Currently, the Company requires franchisees under the Wendy's
                  Unit Franchise Agreement to allocate 2% to local and regional
                  advertising and promotions and 2% to national advertising and
                  promotions. In addition, under that agreement the Company may
                  increase the total advertising and promotions contribution to
                  5% for franchisees operating restaurants pursuant to that
                  agreement, if such increase is approved by an affirmative vote
                  representing 75% or more of all domestic Wendy's restaurants.

                  Since 1993, a systemwide vote has been taken on a proposal to
                  increase national advertising for the following calendar
                  year(s). This voluntary program reallocates the 4% required
                  minimum advertising expenditures such that 2.5% goes toward
                  national advertising and 1.5% toward local and regional
                  advertising. The 1999 systemwide vote approved reallocation
                  through the end of fiscal year 2001. For the period from
                  September 1, 1998 through February 28, 1999, the national
                  advertising contribution rate was temporarily reduced to
                  1.75%. In 2001, a systemwide vote was taken to increase the
                  national advertising contribution rate to 3% for fiscal years
                  ended 2002 and 2003 and reduce the local and regional
                  advertising rate to 1%. In 2004, these minimum requirements
                  will revert back to 2% for national and 2% for local and
                  regional advertising unless a new systemwide vote in 2003
                  approves reallocation for 2004.

                  In 2000, 1999 and 1998, approximately $152 million, $144
                  million and $126 million, respectively, was spent on
                  advertising, promotions and related expenses by WNAP. WNAP is
                  a 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.

                  Products sold by Wendy's Canada franchise and corporate
                  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
                  is 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 2000,
                  1999 and 1998, approximately $8.8 million, $8.1 million and
                  $7.4 million, respectively, was spent by WCAP.

                                        5

<PAGE>   7


                  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
                  currently collects 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 2001 calendar year, the contribution
                  percentage was voluntarily and temporarily reduced to 3.75%
                  pursuant to a decision made by the franchisees. 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 2000, 1999
                  and 1998, approximately $49 million, $40 million and $33
                  million, respectively, was spent by the Ad Fund and
                  approximately $4.5 million, $4 million and $3 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.

                  See Note 12 on page AA-21 of the Financial Statements and
                  Other Information furnished with the Company's 2001 Proxy
                  Statement, which Note is incorporated herein by reference, for
                  further information regarding advertising.


--------------------------------------------------------------------------------
PERSONNEL

                  As of December 31, 2000, the Company employed approximately
                  44,000 people, of whom approximately 41,000 were employed in
                  company operated restaurants. The total number of full-time
                  employees at that date was approximately 7,700. The Company
                  believes that its employee relations are satisfactory.


--------------------------------------------------------------------------------
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 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 2,500 to 3,030
                  square feet. Each of these includes a bakery capable of
                  supplying fresh baked goods every 12 hours to several
                  satellite Hortons within a defined area. In addition, Hortons
                  has restaurants ranging from 550 to 2,250 square feet without
                  bakery facilities, 550 to 800 square feet drive-through-only
                  units, kiosks, full-service carts and mobile carts which are
                  typically located in high traffic areas.

                  There are also Wendy's and Hortons concepts combined in one
                  free-standing unit which averages about 5,200 square feet.
                  This unit shares a common dining room seating 104 persons.
                  Each unit has separate food preparation and storage areas and
                  most have separate pick-up windows for each concept.

                  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 31, 2000, the Company and its franchisees operated
                  5,792 Wendy's restaurants in the locations listed under Item 2
                  on page 7 of this Form 10-K. Of the 1,153 company operated
                  Wendy's restaurants, the Company owned the land and building
                  for 512 restaurants, owned the building and held long-term
                  land leases for 387 restaurants and held leases covering land
                  and building for 254 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, 497 Wendy's restaurant locations which were leased
                  or subleased to franchisees. Surplus land and buildings are
                  generally held for sale.

                  At December 31, 2000, there were 1,980 Hortons units, of which
                  all but 105 were franchise operated. Of the 1,875 franchised
                  units, 359 were owned by Hortons and leased to franchisees,
                  1,076 were leased by Hortons and in turn subleased to a
                  franchisee, with the remainder either owned or leased directly
                  by the franchisee.


                                        6

<PAGE>   8


<TABLE>
<CAPTION>
                                                 DOMESTIC WENDY'S                  DOMESTIC TIM HORTONS
                                                 ----------------                  --------------------
       STATE                                  COMPANY         FRANCHISE        COMPANY              FRANCHISE
<S>                                           <C>             <C>              <C>                  <C>
      Alabama                                     -                97              -                    -
      Alaska                                      -                10              -                    -
      Arizona                                    33                41              -                    -
     Arkansas                                     -                54              -                    -
    California                                   14               193              -                    -
     Colorado                                    35                69              -                    -
    Connecticut                                   1                32              -                    -
     Delaware                                     -                18              -                    -
      Florida                                   105               293              -                    -
      Georgia                                    39               206              -                    -
       Idaho                                      -                21              -                    -
     Illinois                                    87               106              -                    -
      Indiana                                     3               163              -                    -
       Iowa                                       -                38              -                    -
      Kansas                                     16                49              -                    -
     Kentucky                                     2               116              1                    -
     Louisiana                                   54                51              -                    -
       Maine                                      2                14              3                    2
     Maryland                                     -               112              -                    -
   Massachusetts                                 48                24              -                    -
     Michigan                                    33               195             23                   22
     Minnesota                                   25                21              -                    -
    Mississippi                                   1                72              -                    -
     Missouri                                    18                62              -                    -
      Montana                                     -                15              -                    -
     Nebraska                                     -                32              -                    -
      Nevada                                      -                46              -                    -
   New Hampshire                                  2                20              -                    -
    New Jersey                                   15               104              -                    -
    New Mexico                                    -                32              -                    -
     New York                                    59               146              -                   22
  North Carolina                                 30               175              -                    -
   North Dakota                                   -                 8              -                    -
       Ohio                                     113               304             30                   15
     Oklahoma                                     -                41              -                    -
      Oregon                                     15                40              -                    -
   Pennsylvania                                  80               162              -                    -
   Rhode Island                                   5                11              -                    -
  South Carolina                                  -               105              -                    -
   South Dakota                                   -                 9              -                    -
     Tennessee                                    -               171              -                    -
       Texas                                     72               256              -                    -
       Utah                                      41                17              -                    -
      Vermont                                     -                 3              -                    -
     Virginia                                    41               139              -                    -
    Washington                                   26                38              -                    -
   West Virginia                                 19                48              1                    1
     Wisconsin                                    -                63              -                    -
      Wyoming                                     -                13              -                    -
District of Columbia                              -                 6              -                    -
                                           --------          --------            ---                  ---
                                              1,034             4,061             58                   62
                                           --------          --------            ---                  ---
</TABLE>



<TABLE>
<CAPTION>
                                             INTERNATIONAL WENDY'S               INTERNATIONAL TIM HORTONS
                                             ---------------------               -------------------------
 COUNTRY/TERRITORY                       COMPANY              FRANCHISE        COMPANY              FRANCHISE
<S>                                      <C>                  <C>              <C>                  <C>
       Aruba                                  -                     3              -                     -
      Bahamas                                 -                     5              -                     -
      Canada                                114                   210             47                 1,813
  Cayman Islands                              -                     1              -                     -
     Colombia                                 -                     3              -                     -
      Curacao                                 -                     2              -                     -
Dominican Republic                            -                     6              -                     -
    El Salvador                               -                     7              -                     -
      Greece                                  -                     9              -                     -
       Guam                                   4                     -              -                     -
     Guatemala                                -                     7              -                     -
      Hawaii                                  1                     4              -                     -
     Honduras                                 -                    16              -                     -
      Hungary                                 -                     3              -                     -
      Iceland                                 -                     1              -                     -
     Indonesia                                -                    27              -                     -
      Jamaica                                 -                     2              -                     -
       Japan                                  -                   100              -                     -
      Mexico                                  -                     9              -                     -
    New Zealand                               -                    12              -                     -
      Panama                                  -                     2              -                     -
    Philippines                               -                    49              -                     -
    Puerto Rico                               -                    35              -                     -
   Saudi Arabia                               -                    13              -                     -
  United Kingdom                              -                     3              -                     -
     Venezuela                                -                    47              -                     -
  Virgin Islands                              -                     2              -                     -
                                           ----                   ---           ----                 -----
                                            119                   578             47                 1,813
                                           ----                   ---           ----                 -----
</TABLE>


                                        7
<PAGE>   9


--------------------------------------------------------------------------------
ITEM 3. LEGAL PROCEEDINGS

                  Not applicable.


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

                  None.


--------------------------------------------------------------------------------
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-26 of the Financial Statements and Other Information
                  furnished with the Company's 2001 Proxy Statement.

--------------------------------------------------------------------------------
ITEM 6. SELECTED FINANCIAL DATA

                  This information is incorporated herein by reference from page
                  AA-26 of the Financial Statements and Other Information
                  furnished with the Company's 2001 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-7 of
                  the Financial Statements and Other Information furnished with
                  the Company's 2001 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-5 of the Management's Review and Outlook in the Financial
                  Statements and Other Information furnished with the Company's
                  2001 Proxy Statement.

--------------------------------------------------------------------------------
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                  The Consolidated Financial Statements of the Company at
                  December 31, 2000 and January 2, 2000, and for each of the
                  three fiscal years in the periods ended December 31, 2000,
                  January 2, 2000 and January 3, 1999, and the Report of
                  Independent Accountants on these Consolidated Financial
                  Statements are incorporated herein by reference from pages
                  AA-8 through AA-24 of the Financial Statements and Other
                  Information furnished with the Company's 2001 Proxy Statement.

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

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

                  None.



                                        8

<PAGE>   10


                                    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 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


EXECUTIVE OFFICERS OF THE REGISTRANT

<TABLE>
<CAPTION>
       NAME                      AGE                     POSITION WITH COMPANY                                   OFFICER SINCE

<S>                              <C>         <C>                                                                 <C>
       R. David Thomas           68          Senior Chairman of the Board and Founder, Director                       1969

       John T. Schuessler        50          Chief Executive Officer and President, Director                          1983

       Kerrii B. Anderson        43          Executive Vice President and Chief Financial Officer, Director           2000

       Thomas J. Mueller         49          President and Chief Operating Officer - Wendy's North America            1998

       Donald F. Calhoon         49          Executive Vice President                                                 1984

       Kathie T. Chesnut         49          Executive Vice President                                                 1990

       George Condos             47          Executive Vice President                                                 1982

       Kathleen A. McGinnis      49          Executive Vice President                                                 1989

       Ronald E. Musick          60          Executive Vice President, Director                                       1986

       Edward L. Austin          43          Senior Vice President                                                    1990

       John F. Brownley          58          Senior Vice President and Treasurer                                      1981

       Edward K. Choe            41          Senior Vice President                                                    1998

       Joyce L. Eufemi           54          Senior Vice President                                                    1993

       Stephen D. Farrar         50          Senior Vice President                                                    1984

       Brion G. Grube            49          Senior Vice President                                                    1990

       Lawrence A. Laudick       53          Senior Vice President, General Controller and Assistant Secretary        1976

       Leon M. McCorkle, Jr.     60          Senior Vice President, General Counsel and Secretary                     1998

       Jack C. Whiting           51          Senior Vice President                                                    1987
</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 1974. 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.

                  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.


                                        9

<PAGE>   11


                  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.
                  Prior to joining the Company, she was with Showbiz Pizza Time,
                  Inc. as Director of Research and Development.

                  Mrs. McGinnis joined the Company in 1989 as Senior Vice
                  President - Human Resources and Training. In 2000, Mrs.
                  McGinnis was named Executive Vice President - Human Resources
                  and Training.

                  Mr. Austin joined the Company in 1976. Before being named
                  Senior Vice President of the Southeast Region in 1996, Mr.
                  Austin had held the position of Division Vice President for
                  the New Orleans Division since 1994 and for the Los Angeles
                  Division since 1990.

                  Mr. Choe joined the Company in 1996 and was promoted to
                  Division Vice President for the Northeast Region in 1998. In
                  2000 Mr. Choe was named Senior Vice President of the Northeast
                  Region. Prior to joining the Company, Mr. Choe had 13 years of
                  experience with one of the Company's franchisees, Wenco Food
                  Systems, where his most recent position was Chief Operating
                  Officer.

                  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.

                  Mr. Laudick joined the Company in 1976 as Assistant
                  Controller. He was named Controller in 1977, General
                  Controller in 1981, Vice President and General Controller in
                  1983 and Senior Vice President and General Controller in 1997.
                  Mr. Laudick has also served as Assistant Secretary since 1976.

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

                  The information required by these Items, other than the
                  information set forth above, is omitted and incorporated
                  herein by reference from the Company's 2001 Proxy Statement
                  dated March 6, 2001. However, no information set forth in the
                  2001 Proxy Statement regarding the Audit Committee Report
                  (pages 7-8), the Report of the Compensation Committee on
                  Executive Compensation (pages 11-14) or the performance graph
                  (page 15) shall be deemed incorporated by reference into this
                  Form 10-K.

PART IV


--------------------------------------------------------------------------------
ITEM 14. 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 2001
                      Proxy Statement on pages AA-8 to AA-24 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 31, 2000, January 2, 2000 and January 3,
                           1999.

                           Consolidated Balance Sheets - December 31, 2000 and
                           January 2, 2000.

                           Consolidated Statements of Cash Flows - Years ended
                           December 31, 2000, January 2, 2000 and January 3,
                           1999.

                           Consolidated Statements of Shareholders' Equity -
                           Years ended December 31, 2000, January 2, 2000 and
                           January 3, 1999.

                           Consolidated Statements of Comprehensive Income -
                           Years ended December 31, 2000, January 2, 2000 and
                           January 3, 1999.

                           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, Condos, Grube,
                           Laudick, McCorkle, Mueller, Musick, Rath, Schuessler,
                           Thomas, Mrs. Anderson, Mrs. Chesnut and Mrs.
                           McGinnis.

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

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

                           Employment Agreement between The TDL Group Ltd. (a
                           subsidiary of the Company) and Mr. Joyce.

                           Amendment to Employment Agreement between The
                           TDL Group Ltd. and Mr. Joyce.

                           Employment Agreement between The TDL Group Co. (a
                           subsidiary of the Company), Mr. Joyce and the
                           Company.

                                    10


<PAGE>   12



                           Amended and Restated Senior Executive Earnings
                           Maximization Plan.

                           Description of Earnings Maximization Plan.

                           Description of Management Incentive Plan.

                           Supplemental Executive Retirement Plan, as amended.

                           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.


                  (b)      No report on Form 8-K was filed during the quarter
                           ended December 31, 2000.

                  (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 14(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.





                                       11

<PAGE>   13

--------------------------------------------------------------------------------
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          3/26/01
                                   ---------------------------------------------
                                       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>
<S>                                                  <C>
/s/ R. DAVID THOMAS*                3/26/01          /s/ RONALD V. JOYCE*            3/26/01
--------------------------------------------        -----------------------------------------
R. David Thomas,                                     Ronald V. Joyce, Director
Senior Chairman of the Board and
Founder, Director

/s/ JOHN T. SCHUESSLER*             3/26/01          /s/ KERRII B. ANDERSON          3/26/01
--------------------------------------------        -----------------------------------------
John T. Schuessler, Chief Executive Officer          Kerrii B. Anderson, Executive Vice President
and President, Director                              and Chief Financial Officer, Director

/s/ RONALD E. MUSICK*               3/26/01          /s/ PAUL D. HOUSE*              3/26/01
--------------------------------------------        -----------------------------------------
Ronald E. Musick, Executive Vice                     Paul D. House, Director
President, Director

/s/ LAWRENCE A. LAUDICK*            3/26/01          /s/ ERNEST S. HAYECK*           3/26/01
--------------------------------------------        -----------------------------------------
Lawrence A. Laudick, Senior Vice                     Ernest S. Hayeck, Director
President, General Controller
and Assistant Secretary

/s/ JANET HILL*                     3/26/01          /s/ THOMAS F. KELLER*           3/26/01
--------------------------------------------        -----------------------------------------
Janet Hill, Director                                 Thomas F. Keller, Director

/s/ WILLIAM E. KIRWAN*              3/26/01          /s/ TRUE H. KNOWLES*            3/26/01
--------------------------------------------        -----------------------------------------
William E. Kirwan, Director                          True H. Knowles, Director

/s/ DAVID P. LAUER*                 3/26/01          /s/ ANDREW G. McCAUGHEY*        3/26/01
--------------------------------------------        -----------------------------------------
David P. Lauer, Director                             Andrew G. McCaughey, Director

                                                     /s/ THEKLA R. SHACKELFORD*      3/26/01
--------------------------------------------        -----------------------------------------
James V. Pickett, Director                           Thekla R. Shackelford, Director


                                                    *By /s/ KERRII B. ANDERSON        3/26/01
                                                    -----------------------------------------
                                                        Kerrii B. Anderson,
                                                        Attorney-in-Fact
</TABLE>



                                       12
<PAGE>   14


                        REPORT OF INDEPENDENT ACCOUNTANTS


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

                  Our audits of the consolidated financial statements referred
                  to in our report dated February 9, 2001, appearing on page
                  AA-24 of the Financial Statements and Other Information
                  furnished with the 2001 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 an audit of the Financial
                  Statement Schedule listed in Item 14(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
                  February 9, 2001


--------------------------------------------------------------------------------
CONSENT OF INDEPENDENT ACCOUNTANTS

                  We hereby consent to the incorporation by reference 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 and
                  333-42478) of Wendy's International, Inc. of our reports dated
                  February 9, 2001, on our audits of the consolidated financial
                  statements and financial statement schedule of Wendy's
                  International, Inc. and Subsidiaries as of December 31, 2000
                  and January 2, 2000 and for the years ended December 31, 2000,
                  January 2, 2000 and January 3, 1999, which appear or are
                  incorporated by reference in this Annual Report on Form 10-K.

                  Columbus, Ohio                  /s/ PricewaterhouseCoopers LLP
                  March 26, 2001
                                                  PricewaterhouseCoopers LLP





                                       13

<PAGE>   15




                  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 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
                                                --------            --------             --------                --------

Fiscal year ended January 2, 2000:
   Reserve for royalty receivables              $  2,998            $   (275)            $ (1,060)               $  1,663

   Reserve for possible franchise-
      related losses & contingencies              17,282               2,371              (13,641)(b)               6,012
                                                --------            --------             --------                --------

                                                $ 20,280            $  2,096             $(14,701)               $  7,675
                                                --------            --------             --------                --------

Fiscal year ended January 3, 1999:
   Reserve for royalty receivables              $  1,962            $  1,237             $   (201)               $  2,998

   Reserve for possible franchise-
      related losses & contingencies               5,883              12,012                 (613)                 17,282
                                                --------            --------             --------                --------

                                                $  7,845            $ 13,249             $   (814)               $ 20,280
                                                --------            --------             --------                --------
</TABLE>


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

(b)      The decline in the reserves during 1999 substantially all relates to
         the franchisee settlement in Argentina (see Note 2 to the Consolidated
         Financial Statements).

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

<TABLE>
<CAPTION>
                                                    DECEMBER 31,        JANUARY 2,          JANUARY 3,
                                                        2000              2000                1999
                                                        ----              ----                ----
<S>                                                 <C>                 <C>                 <C>
Deducted from accounts receivable                     $ 5,544            $ 5,362            $ 7,816
Deducted from notes receivable - current                  114                467                596
Deducted from notes receivable - long-term              2,639              1,846             11,350
Included in accrued expenses - other                                                            518
                                                      -------            -------            -------
                                                      $ 8,297            $ 7,675            $20,280
                                                      -------            -------            -------
</TABLE>


                                       14


<PAGE>   16



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 to 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 of          1998.
                     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)             Share Exchange Agreement, dated as of                 Incorporated herein by reference to Exhibit 2.3
                     December 29, 1995, by and among                       to Ronald V. Joyce's Schedule 13D, dated
                     Wendy's International, Inc., 1149658 Ontario          January 5, 1996.
                     Inc., and Ronald V. Joyce

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

     (g)             Provisions attaching to Exchangeable                  Incorporated herein by reference to Exhibit 2.4
                     Shares                                                to Ronald V. Joyce's Schedule 13D, dated
                                                                           January 5, 1996.

     (h)             Support Agreement, dated as of                        Incorporated herein by reference to Exhibit 2.5
                     December 29, 1995, by and among Wendy's               to Ronald V. Joyce's Schedule 13D, dated
                     International, Inc., 1149658 Ontario Inc.,            January 5, 1996.
                     and Ronald V. Joyce

     (i)             Irrevocable Trust Agreement for the Benefit           Incorporated herein by reference to Exhibit 2.6
                     of Ronald V. Joyce, dated as of December 29,          to Ronald V. Joyce's Schedule 13D, dated
                     1995, between Dana Klein and The                      January 5, 1996.
                     Huntington Trust Company, N.A.

     (j)             Subscription Agreement, dated as of                   Incorporated herein by reference to Exhibit 2.7
                     December 29, 1995, by and between                     to Ronald V. Joyce's Schedule 13D, dated
                     the Irrevocable Trust for the Benefit                 January 5, 1996.
                     of Ronald V. Joyce and Wendy's
                     International, Inc.

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

     (l)             Guaranty Agreement, dated as of                       Incorporated herein by reference to Exhibit 2.8
                     December 29, 1995, by and between the                 to Ronald V. Joyce's Schedule 13D, dated
                     Irrevocable Trust for the Benefit of Ronald           January 5, 1996.
                     V. Joyce and Ronald V. Joyce

     (m)             Amending Agreement No. 2 to the Guaranty              Incorporated herein by reference from Exhibit
                     Agreement, dated as of February 25, 1999, by          2(m) of Form 10-K for the year ended January 3,
                     and between the Irrevocable Trust for the             1999.
                     Benefit of Ronald V. Joyce and Ronald V. Joyce
</TABLE>


                                       15

<PAGE>   17

<TABLE>
<S>                  <C>                                                   <C>
     (n)             Registration Rights Agreement, dated as of            Incorporated herein by reference to 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.

     (o)             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

    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 July 2, 2000.

   *4(a)             Indenture between the Company and The                 Incorporated herein by reference from
                     Huntington National Bank pertaining to 7%             Form S-3 Registration Statement, File No.
                     debentures and 6.35% notes due December 15,           33-57101.
                     2025 and December 15, 2005, respectively

     (b)             Indenture for subordinated debt securities            Incorporated herein by reference from
                     between the Company and NBD Bank,                     Exhibit 4(a) of Form 10-Q for the quarter
                     as trustee                                            ended September 29, 1996.

     (c)             First Supplemental Indenture between the              Incorporated herein by reference from
                     Company and NBD Bank                                  Exhibit 4(b) of Form 10-Q for the quarter
                                                                           ended September 29, 1996.

     (d)             Amended and Restated Declaration of Trust             Incorporated herein by reference from
                     of Wendy's Financing I                                Exhibit 4(c) of Form 10-Q for the quarter
                                                                           ended September 29, 1996.

     (e)             Certificate P-1 Evidencing Trust Preferred            Incorporated herein by reference from
                     Securities of Wendy's Financing I                     Exhibit 4(d) of Form 10-Q for the quarter
                                                                           ended September 29, 1996.

     (f)             Certificate P-2 Evidencing Trust Preferred            Incorporated herein by reference from
                     Securities of Wendy's Financing I                     Exhibit 4(e) of Form 10-Q for the quarter
                                                                           ended September 29, 1996.

     (g)             Preferred Securities Guarantee Agreement              Incorporated herein by reference from
                     for the benefit of the holders of Trust               Exhibit 4(f) of Form 10-Q for the quarter
                     Preferred Securities of Wendy's Financing I           ended September 29, 1996.

     (h)             5% Convertible Subordinated Debenture                 Incorporated herein by reference from
                     of the Company                                        Exhibit 4(g) of Form 10-Q for the quarter
                                                                           ended September 29, 1996.

     (i)             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.

     (j)             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, Condos, Grube, Laudick, McCorkle,            1999.
                     Mueller, Musick, Rath, Schuessler, Thomas,
                     Mrs. Anderson, Mrs. Chesnut and Mrs. McGinnis


*        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.
</TABLE>


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<TABLE>
<S>                  <C>                                                   <C>
     (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.

     (c)             Assignment of Rights Agreement between                Attached hereto.
                     the Company and Mr. Thomas

     (d)             Employment Agreement between The                      Incorporated herein by reference from
                     TDL Group Ltd. (a subsidiary of the                   Exhibit 10(f) of Form 10-K for the year
                     Company) and Ronald V. Joyce                          ended December 31, 1995.

     (e)             Amendment to Employment Agreement                     Incorporated herein by reference from
                     between The TDL Group Ltd. (a subsidiary              Exhibit 10 of Form 10-Q for the quarter
                     of the Company)and Ronald V. Joyce                    ended March 31, 1996.

     (f)             Employment Agreement between The TDL                  Incorporated herein by reference from
                     Group Co. (a subsidiary of the Company),              Exhibit 10 of Form 10-Q for the quarter
                     Ronald V. Joyce and the Company                       ended October 4, 1998.

     (g)             Amended and Restated Senior Executive                 Incorporated herein by reference from the
                     Earnings Maximization Plan                            Annex to the Company's Definitive 1999
                                                                           Proxy Statement, dated March 10, 1999.

     (h)             Description of Earnings Maximization Plan             Incorporated herein by reference from Exhibit
                                                                           10(g) of Form 10-K for the year ended January
                                                                           3, 1999.

     (i)             Description of Management Incentive Plan              Incorporated herein by reference from Exhibit
                                                                           10(h) of Form 10-K for the year ended January
                                                                           3, 1999.

     (j)             Supplemental Executive Retirement Plan,               Incorporated herein by reference from Exhibit
                     as amended                                            10(j) of Form 10-K for the year ended December
                                                                           31, 1995.

     (k)             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.

     (l)             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.

     (m)             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.

     (n)             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.

     (o)             1990 Stock Option Plan, as amended                    Incorporated herein by reference from
                                                                           the Company's Definitive Proxy
                                                                           Statement, dated March 7, 2000.

   13                Portions of the Annual Report to Shareholders         Incorporated herein by reference from the
                     set forth in the Financial Statements and Other       Financial Statements and Other information
                     Information furnished with the Company's              furnished with the Company's Definitive 2001
                     Definitive 2001 Proxy Statement, dated                Proxy Statement, dated March 6, 2001.
                     March 6, 2001, as described in Parts I 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 13
                                                                           of this Form 10-K.

   24                Powers of Attorney                                    Attached hereto.

   99                Safe harbor under the Private Securities              Attached hereto.
                     Litigation Reform Act of 1995
</TABLE>


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