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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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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 January 2, 2005



| ̈ | 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



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WENDYS INTERNATIONAL, INC.

(Exact name of Registrant as specified in its charter)



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



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



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



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



|                                                                                   |  |                                          
|---------------------------------------------------------------------------------- |  | -----------------------------------------
|Title of each class                                                                |  | Name of each exchange on which registered
|Common Shares, $.10 stated value (113,296,001 shares outstanding at March 7, 2005) |  | New York Stock Exchange                  
|                                                                                   | 
|Preferred Stock Purchase Rights                                                    |  | New York Stock Exchange                  



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



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Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90
days.    YES  x    NO ̈.



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



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



The aggregate market value of the voting stock held by non-affiliates of the Registrant computed by reference to the price at which such voting stock was last sold, as of June 25, 2004, was $4,051,288,000.



DOCUMENTS INCORPORATED BY REFERENCE:



Portions of the Financial Statements and Other Information furnished with the
2005 Proxy Statement dated March 28, 2005 are incorporated by reference into Parts I and II.



Portions of the 2005 Proxy Statement dated March 28, 2005 are incorporated by reference into Parts II and III.



Exhibit index on pages 21-22.



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PART I



|Item 1. | Business
|------- | --------



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The Company



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



The Company is primarily engaged in the business of operating, developing and franchising a system of distinctive quick-service and fast-casual restaurants serving high quality food. At January 2, 2005, there were 6,671 Wendys
restaurants (Wendys) in operation in the United States and in 19 other countries and territories. Of these restaurants, 1,487 were operated by the Company and 5,184 by the Companys franchisees.



At January 2, 2005, the Company and its franchisees operated 2,721 Tim
Hortons (Hortons) restaurants with 2,470 restaurants in Canada and 251 restaurants in the United States. Of these restaurants open at January 2, 2005, only 98 were company operated.



At January 2, 2005, the Company and its franchisees operated 295 Baja Fresh
restaurants in 26 states. This included 144 company operated restaurants and 151 franchise restaurants.



Additionally, at January 2, 2005, the Company operated 19 Cafe Express restaurants in Texas. Cafe Express has no franchisee operated restaurants.



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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, chicken strips, chili, baked and French fried
potatoes, prepared salads, fruit, desserts, soft drinks and other non-alcoholic beverages and childrens meals. In addition, the restaurants sell a variety of promotional products on a limited basis.



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



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



Cafe Express features fresh, handmade food in an urban setting with patios. Menu offerings include upscale salads, sandwiches, hamburgers and seafood entrees. The Company made an additional equity investment in Cafe Express in February 2004
and now owns a 70% controlling interest. Prior to February 2004 the Company owned approximately 45% of Cafe Express.



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 or Baja Fresh 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 and restaurant supplies
from a Hortons subsidiary. All of these products are distributed from five warehouses located across Canada. Products are delivered to Hortons Canada restaurants primarily by Hortons fleet of trucks and trailers. The franchisees are also
required to purchase par-baked products from an outside distributor that is provided with products from Hortons joint venture with IAWS Group/Cuisine de France (Hortons Joint



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Venture). 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 January 2, 2005, the Bakery supplied 739 restaurants operated by the Company and 2,421 restaurants operated by franchisees. At the present time, the Bakery does not
manufacture or sell any other products.



See Note 13 on pages
AA-48 and AA-49 of the Financial Statements and Other Information furnished with the Companys 2005 Proxy Statement, which Note is incorporated herein by reference, for further information regarding revenues, income before interest and income
taxes and total assets attributable to the Companys segments and for financial information attributable to certain geographical areas.



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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, except for par-baked products provided by the Hortons Joint Venture, alternate suppliers are available.



Par-baked products used to prepare donuts by all Hortons company operated
and franchisee restaurants in Canada and the U.S. are manufactured at the Hortons Joint Venture North America facility using proprietary processes. Due to the proprietary nature of the manufacturing process, alternative suppliers for all of
the par-baked products are not readily available, although alternative suppliers are available for some of Hortons donuts. As a result, although several weeks of par-baked product supply are usually in the distribution supply chain, if the
operations of the Hortons Joint Venture North America facility were to be significantly and negatively impacted by an unexpected event, it is possible that the Canada and U.S. Hortons restaurants would be unable to provide the full line of
donuts to their customers for a period of time.



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Trademarks and Service Marks of the Company



The Company has registered certain trademarks and service marks in the United States Patent and Trademark office and in international jurisdictions, some of which include Wendys, Old Fashioned
Hamburgers, Quality Is Our Recipe, Tim Hortons, Timbits, Your Friend Along the Way, Baja Fresh and Cafe Express and design. 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 2005 to 2015, while international trademarks and service marks have various durations of five to 20 years.
The Company generally intends to renew trademarks and service marks which are scheduled to expire.



The Company entered into an Assignment of Rights Agreement with the Companys Founder, R. David Thomas, and his wife dated as of November 5, 2000
(the Assignment). The Company has used Mr. Thomas, who was Senior Chairman of the Board until his death on January 8, 2002, as a spokesperson and focal point for its products and services for many years. With the efforts and attributes
of Mr. Thomas, the Company 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 estate. Under the terms of the Assignment, the Company acquired the entire right, title, interest and ownership in and
to the Thomas Persona, including the sole and exclusive right to commercially use the Thomas Persona.



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



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Seasonality



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



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Working Capital Practices



Cash flow from operations, cash and investments on hand, possible asset
sales, and cash available through existing revolving credit agreements and through the possible issuance of securities should provide for the Companys projected short-term and long-term cash requirements, including cash for capital
expenditures, potential share repurchases, dividends, repayment of debt (including the repayment of the 6.35% Notes due December 15, 2005), future acquisitions of restaurants from franchisees or other corporate purposes. The Company also has a
commercial paper program that could provide additional working capital.



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Competition



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



The Companys
competitive position at its Wendys restaurants is enhanced by its use of fresh ground beef, its unique and diverse menu, promotional products, its wide choice of condiments and the atmosphere and decor of its restaurants. Hortons is known for
the freshness of its wide variety of baked goods and for its excellent coffee. Baja Fresh is known for fresh, flavorful Mexican food. Cafe Express is in the upscale fast-casual segment of the restaurant industry blending high-quality food with
self-service. Cafe Express offers a broad and unique menu appealing to customers with a love for great food.



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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.



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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.



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Environment and Energy



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



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



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Acquisitions and Dispositions



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



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See Notes 8 and 9 on pages AA-43 through AA-45 of the Financial Statements and Other Information
furnished with the Companys 2005 Proxy Statement, which Notes are incorporated herein by reference, for further information regarding acquisitions and dispositions.



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International Operations



Markets in Canada are currently being developed for both company owned and
franchised restaurants of Wendys and Hortons. Baja Fresh and Cafe Express operate in the United States only. The Company has granted development rights for the countries and territories listed under Item 2 on page 11 of this Form 10-K.



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Franchised Wendys
Restaurants



As of January 2, 2005, the Companys
franchisees operated 5,184 Wendys restaurants in 50 states and 18 other countries and territories.



The rights and obligations governing the majority of franchised restaurants operating in the United States are set forth under Wendys Unit
Franchise Agreement. This document provides the franchisee the right to construct, own and operate a Wendys restaurant upon a site accepted by Wendys and to use the Wendys system in connection with the operation of the restaurant
at that site. The Unit Franchise Agreement provides for a 20-year term and a 10- year renewal subject to certain conditions.



Wendys has in the past franchised under different agreements on a multi-unit basis; however, Wendys now generally grants new Wendys
franchises on a unit-by-unit basis.



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



The technical assistance fee is used to defray some of the costs 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 may in certain instances offer to qualified franchisees,
pursuant to its Franchise Real Estate Development program, the option of Wendys locating and securing real estate for new store development and/or constructing a new store. Under this program, Wendys obtains all licenses and permits
necessary to construct and operate the restaurant, with the franchisee having the option of building the restaurant or having Wendys construct it. The franchisee pays Wendys a fee for this service and reimburses Wendys for all
out-of-pocket costs and expenses Wendys incurs in locating, securing, and/or constructing the new store.



The rights and obligations governing franchisees who wish to develop internationally are currently 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 20 of this Form 10-K, and Managements Discussion and Analysis on pages AA-1 through AA-23 and
Note 10 on page AA-45 of the Financial Statements and Other Information furnished with the Companys 2005 Proxy Statement (Managements Discussion and Analysis and Note 10 are incorporated herein by reference) for further information
regarding reserves, commitments and contingencies involving franchisees.



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Franchised Hortons Restaurants



As of January 2, 2005, the Companys franchisees operated 2,439
Hortons restaurants in Canada and 184 restaurants in six states.



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.



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Franchised Baja Fresh Restaurants



As of January 2, 2005, the Companys franchisees operated 151 Baja Fresh restaurants in 20 states.



Each Baja Fresh area developer is required to enter into two types of agreements: an Area Development Agreement (ADA) and a franchise
agreement for each restaurant opened under the ADA. The ADA establishes the timing and number of stores to be developed in an area. Pursuant to the current ADA, a franchisee is required to pay a non-refundable $50,000 initial franchise fee for the
first restaurant, plus an initial development fee (which will be credited back as restaurants are opened) equal to $17,500 multiplied by the total number of restaurants required under the ADA (excluding the first restaurant). As each new site is
accepted under the ADA, the franchisee signs a franchise agreement and lease on the premises and pays an initial franchise fee of $35,000, less a credit of $17,500 from the initial development fee previously paid by the franchisee (until the
development fee has been exhausted). The current ADA fixes royalties payable to the Company under each single restaurant franchise agreement to 5% of the franchisees gross sales as defined in the franchise agreement. For restaurants currently
opened pursuant to older ADAs, lower initial franchise fees and royalty rates may apply (as low as a $20,000 initial franchise fee and 4% royalty rate for certain franchisees, including those who had entered into ADAs with the Company prior to
fiscal year ended 1999).



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



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Advertising and Promotions



The Company participates in various advertising funds
established to collect and administer funds contributed for use in advertising through television, radio, newspapers, the internet and a variety of promotional campaigns. Separate advertising funds are administered for Wendys U.S.,
Wendys of Canada, Hortons Canada, Hortons U.S. and Baja Fresh. Contributions to the advertising funds are required to be made from both company operated and franchise restaurants and are based on a percent of restaurant retail sales. In
addition to the contributions to the various advertising funds, the Company may require additional contributions to be made for both company operated and franchisee restaurants based on a percent of restaurant retail sales for the purpose of local
and regional advertising programs. Required franchisee contributions to the advertising funds and for local and regional advertising programs are governed by the respective franchise agreements for Wendys, Hortons and Baja Fresh. Contributions
by company operated restaurants for advertising and promotional programs are at the same percent of retail sales as franchised restaurants within each of the Wendys, Hortons, and Baja Fresh systems.



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See Note 12 on pages AA-47 and AA-48 of the Financial Statements and Other Information furnished with
the Companys 2005 Proxy Statement, which Note is incorporated herein by reference, for further information regarding advertising.



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Personnel



As of January 2, 2005, the Company employed approximately 58,000 people, of whom approximately 55,000 were employed in company operated restaurants. The
total number of full-time employees at that date was approximately 10,000. The Company believes that its employee relations are satisfactory.



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Availability of Information



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



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|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 approximately 2,900 square
feet and has a food preparation area, a dining room capacity for approximately 90 persons and a double pick-up window for drive-through service. The restaurants are generally located in urban or heavily populated suburban areas, and their success
depends upon serving a large number of customers. Wendys provides a facility for rural and less populated areas that has a building size of approximately 2,100 square feet and approximately 60 seats. This unit provides full double
drive-through capacity. Wendys also operates restaurants in special site locations such as travel centers, gas station/convenience stores, military bases, arenas, malls, hospitals, airports and college campuses.



Hortons uses outside contractors in the construction of its restaurants.
The restaurants are built to Company specifications as to exterior style and interior decor. The standard Hortons restaurant currently being built consists of a free-standing producing unit ranging from 1,400 to 3,090 square feet. Each of these
includes a bakery capable of supplying fresh baked goods throughout the day. In addition, Hortons has restaurants that are 550 to 1,000 square foot drive-through-only units, kiosks, full-service carts and mobile carts which are typically located in
high traffic areas. Some of these drive-thru only units, kiosks and carts have production facilities on site.



There are also Wendys and Hortons concepts combined in single free-standing units which average about 5,780 square feet. These units share a common
dining room seating from approximately 100 to 130 persons. Each unit has separate food preparation and storage areas and most have separate pick-up windows for each concept.



Baja Fresh uses outside contractors for the majority of the construction of its restaurants. The restaurants are built to
Company specifications as to exterior style and interior decor. The majority are end-cap or highly visible locations with the capability of having an outside patio. The locations are generally from 2,000 to 2,500 square feet in high-density, urban
markets, and 2,500 to 3,000 square feet in suburban markets.



Cafe Express uses outside contractors in the construction of its restaurants. The restaurant décor has developed over time to offer an inviting atmosphere filled with color. The majority are end-cap locations in upscale shopping
centers; two are freestanding locations. Size ranges from 4,700 square feet to just over 6,000 square feet.



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.



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At January 2, 2005, the Company and its franchisees operated 6,671 Wendys restaurants. Of the
1,487 company operated Wendys restaurants, the Company owned the land and building for 686 restaurants, owned the building and held long-term land leases for 542 restaurants and held leases covering land and building for 259 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, generally less than 6%, 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, 434 Wendys restaurant locations which were leased or subleased to franchisees. Surplus land and buildings are generally held for sale.



At January 2, 2005, there were 2,721 Hortons restaurants, of which all but 98 were franchise operated. Of the 2,623
franchised restaurants, 553 were owned by Hortons and leased to franchisees, 1,549 were leased by Hortons and in turn subleased to franchisees, with the remainder either owned or leased directly by the franchisee. The Companys land and
building leases are generally for terms of 10 to 20 years, and often have one or more five-year renewal options. In certain lease agreements the Company has the option to purchase the real estate. Certain leases require the payment of additional
rent equal to a percentage (ranging from 2% to 13%) of annual sales in excess of specified amounts.



At January 2, 2005, there were 295 Baja Fresh restaurants, of which 144 were company operated restaurants and 151 were franchise restaurants. The Company
held leases for all 144 company operated restaurants. The Companys leases are written for terms of 5 to 10 years with one or more five-year renewal options. Certain leases require the payment of additional rent equal to a percentage (ranging
from 3% to 6%) of annual sales in excess of specified amounts. The significant majority of Baja Freshs franchised restaurants are either owned or leased directly by the franchisee.



At January 2, 2005, there were 19 Cafe Express restaurants, all of which were company operated restaurants. The Company
held leases for all 19 restaurants. The Companys leases are written for terms of 10 years with one or more five-year renewal options. Certain leases require the payment of additional rent equal to a percentage (ranging from 3% to 6%) of annual
sales in excess of specified amounts.



The Bakery operates
two facilities in Zanesville, Ohio that produce hamburger buns for Wendys restaurants. The hamburger buns are distributed to both company operated and franchisee restaurants using primarily the Bakerys fleet of trucks. As of January 2,
2005, the Bakery employed approximately 350 people at the two facilities that had a combined size of approximately 205,000 square feet.



See the location of company and franchise restaurants listed under Item 2 on pages 10 and 11 of this Form 10-K.



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|                     |  |         |  |           |  |                   |  |           |  |         |  |          
|-------------------- |  | ------- |  | --------- |  | ----------------- |  | --------- |  | ------- |  | ---------
|                     |  | Wendys |  | Hortons   |  | Developing Brands
|State                |  | Company |  | Franchise |  | Company           |  | Franchise |  | Company |  | Franchise
|Alabama              |  |        |  | 103       |  |                  |  |          |  |        |  |         
|Alaska               |  |        |  | 9         |  |                  |  |          |  |        |  |         
|Arizona              |  | 41      |  | 53        |  |                  |  |          |  | 14      |  |         
|Arkansas             |  |        |  | 62        |  |                  |  |          |  |        |  |         
|California           |  | 47      |  | 221       |  |                  |  |          |  | 69      |  | 75       
|Colorado             |  | 50      |  | 80        |  |                  |  |          |  |        |  | 6        
|Connecticut          |  | 6       |  | 40        |  | 13                |  |          |  |        |  | 2        
|Delaware             |  |        |  | 17        |  |                  |  |          |  |        |  |         
|Florida              |  | 182     |  | 310       |  |                  |  |          |  |        |  | 6        
|Georgia              |  | 50      |  | 243       |  |                  |  |          |  |        |  |         
|Idaho                |  |        |  | 28        |  |                  |  |          |  |        |  | 2        
|Illinois             |  | 107     |  | 112       |  |                  |  |          |  | 8       |  |         
|Indiana              |  | 5       |  | 172       |  |                  |  |          |  |        |  | 2        
|Iowa                 |  |        |  | 47        |  |                  |  |          |  |        |  |         
|Kansas               |  | 19      |  | 56        |  |                  |  |          |  |        |  | 1        
|Kentucky             |  | 3       |  | 134       |  |                  |  | 1         |  |        |  | 1        
|Louisiana            |  | 64      |  | 64        |  |                  |  |          |  |        |  |         
|Maine                |  | 5       |  | 21        |  | 2                 |  | 6         |  |        |  |         
|Maryland             |  |        |  | 110       |  |                  |  |          |  | 10      |  | 4        
|Massachusetts        |  | 58      |  | 34        |  | 3                 |  |          |  | 4       |  |         
|Michigan             |  | 39      |  | 249       |  | 4                 |  | 69        |  |        |  | 6        
|Minnesota            |  | 35      |  | 32        |  |                  |  |          |  |        |  | 1        
|Mississippi          |  | 9       |  | 85        |  |                  |  |          |  |        |  |         
|Missouri             |  | 26      |  | 70        |  |                  |  |          |  |        |  | 1        
|Montana              |  |        |  | 16        |  |                  |  |          |  |        |  |         
|Nebraska             |  |        |  | 34        |  |                  |  |          |  |        |  |         
|Nevada               |  |        |  | 50        |  |                  |  |          |  | 15      |  |         
|New Hampshire        |  | 3       |  | 24        |  |                  |  |          |  |        |  |         
|New Jersey           |  | 16      |  | 122       |  |                  |  |          |  | 1       |  | 7        
|New Mexico           |  |        |  | 38        |  |                  |  |          |  |        |  |         
|New York             |  | 71      |  | 155       |  |                  |  | 62        |  |        |  | 2        
|North Carolina       |  | 39      |  | 205       |  |                  |  |          |  |        |  | 2        
|North Dakota         |  |        |  | 9         |  |                  |  |          |  |        |  |         
|Ohio                 |  | 93      |  | 353       |  | 16                |  | 45        |  | 4       |  | 1        
|Oklahoma             |  |        |  | 43        |  |                  |  |          |  |        |  |         
|Oregon               |  | 24      |  | 31        |  |                  |  |          |  |        |  | 13       
|Pennsylvania         |  | 87      |  | 184       |  |                  |  |          |  | 8       |  |         
|Rhode Island         |  | 9       |  | 12        |  | 28                |  |          |  |        |  |         
|South Carolina       |  |        |  | 128       |  |                  |  |          |  |        |  |         
|South Dakota         |  |        |  | 10        |  |                  |  |          |  |        |  |         
|Tennessee            |  |        |  | 178       |  |                  |  |          |  | 3       |  |         
|Texas                |  | 84      |  | 305       |  |                  |  |          |  | 19      |  | 6        
|Utah                 |  | 60      |  | 21        |  |                  |  |          |  |        |  |         
|Vermont              |  |        |  | 6         |  |                  |  |          |  |        |  |         
|Virginia             |  | 46      |  | 155       |  |                  |  |          |  | 6       |  | 7        
|Washington           |  | 27      |  | 42        |  |                  |  |          |  |        |  | 6        
|West Virginia        |  | 23      |  | 48        |  | 1                 |  | 1         |  |        |  |         
|Wisconsin            |  |        |  | 65        |  |                  |  |          |  |        |  |         
|Wyoming              |  |        |  | 14        |  |                  |  |          |  |        |  |         
|District of Columbia |  |        |  | 7         |  |                  |  |          |  | 2       |  |         
|                     |  |         |  |           |  |                   |  |           |  |         |  |          
|Domestic Subtotal    |  | 1,328   |  | 4,607     |  | 67                |  | 184       |  | 163     |  | 151      
|                     |  |         |  |           |  |                   |  |           |  |         |  |          



10



---

|                       |  |         |  |           |  |                   |  |           |  |         |  |          
|---------------------- |  | ------- |  | --------- |  | ----------------- |  | --------- |  | ------- |  | ---------
|                       |  | Wendys |  | Hortons   |  | Developing Brands
|Country/Territory      |  | Company |  | Franchise |  | Company           |  | Franchise |  | Company |  | Franchise
|Aruba                  |  |        |  | 3         |  |                  |  |          |  |        |  |         
|Bahamas                |  |        |  | 6         |  |                  |  |          |  |        |  |         
|Canada                 |  | 154     |  | 230       |  | 31                |  | 2,439     |  |        |  |         
|Cayman Islands         |  |        |  | 2         |  |                  |  |          |  |        |  |         
|El Salvador            |  |        |  | 12        |  |                  |  |          |  |        |  |         
|Guam                   |  | 2       |  |          |  |                  |  |          |  |        |  |         
|Guatemala              |  |        |  | 6         |  |                  |  |          |  |        |  |         
|Hawaii                 |  | 3       |  | 4         |  |                  |  |          |  |        |  |         
|Honduras               |  |        |  | 22        |  |                  |  |          |  |        |  |         
|Iceland                |  |        |  | 1         |  |                  |  |          |  |        |  |         
|Indonesia              |  |        |  | 21        |  |                  |  |          |  |        |  |         
|Jamaica                |  |        |  | 2         |  |                  |  |          |  |        |  |         
|Japan                  |  |        |  | 88        |  |                  |  |          |  |        |  |         
|Mexico                 |  |        |  | 19        |  |                  |  |          |  |        |  |         
|New Zealand            |  |        |  | 16        |  |                  |  |          |  |        |  |         
|Panama                 |  |        |  | 7         |  |                  |  |          |  |        |  |         
|Philippines            |  |        |  | 40        |  |                  |  |          |  |        |  |         
|Puerto Rico            |  |        |  | 55        |  |                  |  |          |  |        |  |         
|Venezuela              |  |        |  | 41        |  |                  |  |          |  |        |  |         
|Virgin Islands         |  |        |  | 2         |  |                  |  |          |  |        |  |         
|                       |  |         |  |           |  |                   |  |           |  |         |  |          
|International Subtotal |  | 159     |  | 577       |  | 31                |  | 2,439     |  |        |  |         
|                       |  |         |  |           |  |                   |  |           |  |         |  |          
|Grand Total            |  | 1,487   |  | 5,184     |  | 98                |  | 2,623     |  | 163     |  | 151      
|                       |  |         |  |           |  |                   |  |           |  |         |  |          



---

|Item 3. | Legal Proceedings
|------- | -----------------



The Company and its subsidiaries are parties to various legal actions and complaints arising in the ordinary course of business. Many of these are
covered by the Companys self-insurance or other insurance programs. Reserves related to the resolution of legal proceedings are included on the Companys balance sheet as a liability under Accrued Expenses Other. It is the
opinion of the Company that the ultimate resolution of such matters will not materially affect the Companys financial condition or earnings.



---

|Item 4. | Submission of Matters to a Vote of Security Holders
|------- | ---------------------------------------------------



None.



11



---

---

PART II

---

|Item 5. | Market for the Registrants Common Stock, Related Stockholder Matters and Issuer Purchase of Equity Securities
|------- | --------------------------------------------------------------------------------------------------------------



This information is incorporated herein by reference from page AA-52 and
Note 7 on pages AA-41 through AA-43 of the Financial Statements and Other Information furnished with the Companys 2005 Proxy Statement. In addition, the information under the heading Equity Compensation Plan Information beginning
on page 19 of the Companys 2005 Proxy Statement is incorporated herein by reference.



The following table presents the Companys repurchases of its common stock for each of the three periods included in the fourth quarter ended January 2, 2005:



ISSUER PURCHASE OF EQUITY SECURITIES



Period

(a) Total Numberof Shares Purchased

(b) Average PricePaid Per Share

(c) Total Numberof Shares Purchasedas Part of PubliclyAnnounced Plans orPrograms

(d) Maximum Number(or ApproximateDollar Value) ofShares that May Yetbe
Purchased Underthe Plans or Programs (1)Period 10 (September 27, 2004  October 31, 2004)

150,000

$
33.8012

150,000

$
279,566,604Period 11 (November 1, 2004  November 28, 2004)

0


0

0

$
279,566,604Period 12 (November 29, 2004  January 2, 2005)

1,400,000

$
37.5000

1,400,000

$
226,916,677Total

1,550,000

$
37.1420

1,550,000

$
226,916,677


| | (1) | At the beginning of 2004, approximately $166 million remained under the repurchase authorization as approved by the Companys Board of Directors as of the end of 2002. In
January 2004, the Board of Directors authorized an additional $200 million for the repurchase of common shares. As of January 2, 2005, $226.9 million remained under these authorizations.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



---

|Item 6. | Selected Financial Data
|------- | -----------------------



This information is incorporated herein by reference from page AA-52 of the Financial Statements and Other Information furnished with the Companys
2005 Proxy Statement.



---

|Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------



Managements Discussion and Analysis on pages AA-1 through AA-23 of the Financial Statements and Other Information
furnished with the Companys 2005 Proxy Statement is incorporated herein by reference.



---

|Item 7A. | Quantitative and Qualitative Disclosures About Market Risk
|-------- | ----------------------------------------------------------



This information is incorporated herein by reference from pages AA-16 through AA-18 of the Financial Statements and Other Information furnished with the
Companys 2005 Proxy Statement.



---

|Item 8. | Financial Statements and Supplementary Data
|------- | -------------------------------------------



The Consolidated Balance Sheets of the Company at January 2, 2005 and December 28, 2003, and the Consolidated Statements of Income, Statements of Cash
Flows and Statements of Shareholders Equity for each of the three fiscal years ended January 2, 2005, December 28, 2003 and December 29, 2002, the Report of Independent Registered Public Accounting Firm on these Consolidated Financial
Statements and the Companys unaudited quarterly financial data, are incorporated herein by reference from pages AA-24 through AA-50 of the Financial Statements and Other Information furnished with the Companys 2005 Proxy Statement.



12



---

The Report of Independent Registered Public Accounting Firm on Financial Statement Schedule is included
on page 19 of this Form 10-K.



---

|Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|------- | ------------------------------------------------------------------------------------



None.



---

|Item 9A. | Controls and Procedures
|-------- | -----------------------



(a) The Company, under the supervision, and with the participation, of its management, including its Chief Executive Officer and Chief Financial Officer,
performed an evaluation of the Companys disclosure controls and procedures, as contemplated by Securities Exchange Act rule 13a-15. Based on that evaluation, the Companys Chief Executive Officer and Chief Financial Officer concluded, as
of the end of the period covered by this report, that such disclosure controls and procedures were effective.



(b) In the Companys 2005 Proxy Statement, management provided a report on internal control over financial reporting, in which management concluded
that the Companys internal control over financial reporting was effective as of January 2, 2005. In addition, PricewaterhouseCoopers LLP, the Companys independent registered public accounting firm, provided an attestation report on
managements assessment of internal control over financial reporting. The full text of managements report and PricewaterhouseCoopers attestation report appear at pages AA-24 through AA-26 of the Financial Statements and Other
Information furnished with the Companys 2005 Proxy Statement. Both reports are incorporated in this Form 10-K by reference.



(c) No change was made in the Companys internal control over financial reporting during the Companys most recent fiscal quarter that has
materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.



---

|Item 9B. | Other Information
|-------- | -----------------



None.



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



|                       |  |     |  |                                                                        |  |              
|---------------------- |  | --- |  | ---------------------------------------------------------------------- |  | -------------
|Name                   |  | Age |  | Position with Company                                                  |  | Officer Since
|John T. Schuessler     |  | 54  |  | Chairman of the Board, Chief Executive Officer and President, Director |  | 1983         
|Kerrii B. Anderson     |  | 47  |  | Executive Vice President and Chief Financial Officer, Director         |  | 2000         
|Thomas J. Mueller      |  | 53  |  | President and Chief Operating Officer  Wendys North America          |  | 1998         
|Jonathan F. Catherwood |  | 43  |  | Executive Vice President and Treasurer                                 |  | 2001         
|Jeffrey M. Cava        |  | 53  |  | Executive Vice President                                               |  | 2003         
|Kathie T. Chesnut      |  | 53  |  | Executive Vice President                                               |  | 1990         
|John M. Deane          |  | 50  |  | Executive Vice President                                               |  | 2001         
|Leon M. McCorkle, Jr.  |  | 64  |  | Executive Vice President, General Counsel and Secretary                |  | 1998         
|Daniel L. Boone        |  | 61  |  | Senior Vice President, General Controller and Assistant Secretary      |  | 1994         



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.



13



---

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



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



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



Mr. Catherwood joined the Company in 2001 as Senior Vice President, Mergers
and Acquisitions. In 2002, Mr. Catherwood was named Executive Vice President, Mergers, Acquisitions and Business Integration. Mr. Catherwood was named Treasurer of the Company in July 2004. Prior to joining the Company, he was a partner at the
Windsor Group, LLC from 1998 until 2001.



Mr. Cava joined the
Company in 2003 as Executive Vice President, Human Resources. Prior to joining the Company, Mr. Cava was a human resources consultant with JMC Consulting LLC from 2001 until 2003. From 1996 to 2001, Mr. Cava was Vice President and Chief Human
Resources Officer for NIKE, Inc.



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



Mr. Deane joined the Company in 2001 as Senior Vice President and Chief Information Officer. In 2002, Mr. Deane was named Executive Vice President. Prior to joining the Company, he was President of Clipper Management
Inc. from 1999 to 2001. Prior to that time, Mr. Deane was Executive Vice President and Chief Information Officer of MedPartners Inc., now Caremark Rx, Inc., from 1997 until 1999.



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



Mr. Boone joined the Company in 1984 and has held various positions and titles with the Company. Most recently, Mr. Boone
was promoted to Vice President of Accounting in 1998 and in 2001 was named Vice President of Corporate Accounting. Mr. Boone was promoted to Senior Vice President, General Controller and Assistant Secretary of the Company in January 2005.



Other



The Board of Directors has adopted and approved Principles of Governance, Governance Guidelines, the Standards of
Business Practices, a Code of Business Conduct (applicable to directors) and written charters for its Nominating and Corporate Governance, Audit and Compensation Committees. In addition, the Audit Committee has adopted a written Audit Committee
Pre-Approval Policy with respect to audit and non-audit services to be performed by the Companys independent registered public accounting firm. All of the foregoing documents are available on the Companys investor website at
www.wendys-invest.com and a copy of the foregoing will be made available (without charge) to any shareholder upon request.



The information required by these Items, other than the information set forth above, is incorporated herein by reference from the Companys 2005
Proxy Statement dated March 28, 2005. However, no information set forth in the 2005 Proxy Statement regarding the Audit Committee Report (page 10), the Report of the Compensation Committee on Executive Compensation (pages 14-16) or the performance
graph (page 17) shall be deemed incorporated by reference into this Form 10-K.



14



---

---

|Item 14. | Principal Accounting Fees and Services
|-------- | --------------------------------------



The information required by this Item is incorporated herein by reference to the information under the headings Audit Committee and
Audit and Other Service Fees on pages 9 and 10 of the Companys 2005 Proxy Statement dated March 28, 2005.



15



---

PART IV

---

|Item 15. | Exhibits and Financial Statement Schedules
|-------- | ------------------------------------------



|    |  |                                                                                                                                                                                                                                                                                                                                                    |  |                                                                                                                                                                                                                    
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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 2005 Proxy Statement on pages AA-24 to AA-50 and incorporated by reference in Item 8, are filed as part of this Annual Report on Form 10-K.
|    |  |                                                                                                                                                                                                                                                                                                                                                   
|    |  |                                                                                                                                                                                                                                                                                                                                                    |  | Managements Report on Internal Control Over Financial Reporting.                                                                                                                                                  
|    |  |                                                                                                                                                                                                                                                                                                                                                   
|    |  |                                                                                                                                                                                                                                                                                                                                                    |  | Report of Independent Registered Public Accounting Firm.                                                                                                                                                           
|    |  |                                                                                                                                                                                                                                                                                                                                                   
|    |  |                                                                                                                                                                                                                                                                                                                                                    |  | Consolidated Statements of Income  Years ended January 2, 2005, December 28, 2003 and December 29, 2002.                                                                                                          
|    |  |                                                                                                                                                                                                                                                                                                                                                   
|    |  |                                                                                                                                                                                                                                                                                                                                                    |  | Consolidated Balance Sheets  January 2, 2005 and December 28, 2003.                                                                                                                                               
|    |  |                                                                                                                                                                                                                                                                                                                                                   
|    |  |                                                                                                                                                                                                                                                                                                                                                    |  | Consolidated Statements of Cash Flows  Years ended January 2, 2005, December 28, 2003 and December 29, 2002.                                                                                                      
|    |  |                                                                                                                                                                                                                                                                                                                                                   
|    |  |                                                                                                                                                                                                                                                                                                                                                    |  | Consolidated Statements of Shareholders Equity  Years ended January 2, 2005, December 28, 2003 and December 29, 2002.                                                                                            
|    |  |                                                                                                                                                                                                                                                                                                                                                   
|    |  |                                                                                                                                                                                                                                                                                                                                                    |  | Consolidated Statements of Comprehensive Income  Years ended January 2, 2005, December 28, 2003 and December 29, 2002.                                                                                            
|    |  |                                                                                                                                                                                                                                                                                                                                                   
|    |  |                                                                                                                                                                                                                                                                                                                                                    |  | Notes to the Consolidated Financial Statements.                                                                                                                                                                    
|    |  |                                                                                                                                                                                                                                                                                                                                                   
|    |  | (3)                                                                                                                                                                                                                                                                                                                                                |  | Listing of Exhibits  See Index to Exhibits.                                                                                                                                                                       
|    |  |                                                                                                                                                                                                                                                                                                                                                   
|    |  |                                                                                                                                                                                                                                                                                                                                                    |  | The following management contracts or compensatory plans or arrangements are required to be filed as exhibits to this report:                                                                                      
|    |  |                                                                                                                                                                                                                                                                                                                                                   
|    |  |                                                                                                                                                                                                                                                                                                                                                    |  | Sample Restated Key Executive Agreement between the Company and Messrs. Brownley, Calhoon, Catherwood, Cava, Deane, Grube, Laudick, McCorkle, Moreton, Mueller, Musick, Schuessler, and Mses.
Anderson and Chesnut.
|    |  |                                                                                                                                                                                                                                                                                                                                                   
|    |  |                                                                                                                                                                                                                                                                                                                                                    |  | Sample Key Executive Agreement between the Company, The TDL Group Corp. and Mr. House.                                                                                                                             
|    |  |                                                                                                                                                                                                                                                                                                                                                   
|    |  |                                                                                                                                                                                                                                                                                                                                                    |  | Assignment of Rights Agreement between the Company and Mr. Thomas.                                                                                                                                                 
|    |  |                                                                                                                                                                                                                                                                                                                                                   
|    |  |                                                                                                                                                                                                                                                                                                                                                    |  | Senior Executive Annual Performance Plan.                                                                                                                                                                          
|    |  |                                                                                                                                                                                                                                                                                                                                                   
|    |  |                                                                                                                                                                                                                                                                                                                                                    |  | Executive Annual Performance Plan.                                                                                                                                                                                 
|    |  |                                                                                                                                                                                                                                                                                                                                                   
|    |  |                                                                                                                                                                                                                                                                                                                                                    |  | Supplemental Executive Retirement Plan.                                                                                                                                                                            
|    |  |                                                                                                                                                                                                                                                                                                                                                   
|    |  |                                                                                                                                                                                                                                                                                                                                                    |  | 1978 Non-Qualified Stock Option Plan, as amended.                                                                                                                                                                  
|    |  |                                                                                                                                                                                                                                                                                                                                                   
|    |  |                                                                                                                                                                                                                                                                                                                                                    |  | 1982 Stock Option Plan, as amended.                                                                                                                                                                                
|    |  |                                                                                                                                                                                                                                                                                                                                                   
|    |  |                                                                                                                                                                                                                                                                                                                                                    |  | 1984 Stock Option Plan, as amended.                                                                                                                                                                                
|    |  |                                                                                                                                                                                                                                                                                                                                                   
|    |  |                                                                                                                                                                                                                                                                                                                                                    |  | 1987 Stock Option Plan, as amended.                                                                                                                                                                                
|    |  |                                                                                                                                                                                                                                                                                                                                                   
|    |  |                                                                                                                                                                                                                                                                                                                                                    |  | 1990 Stock Option Plan, as amended.                                                                                                                                                                                
|    |  |                                                                                                                                                                                                                                                                                                                                                   
|    |  |                                                                                                                                                                                                                                                                                                                                                    |  | WeShare Stock Option Plan, as amended.                                                                                                                                                                             
|    |  |                                                                                                                                                                                                                                                                                                                                                   
|    |  |                                                                                                                                                                                                                                                                                                                                                    |  | Sample Indemnification Agreement between the Company and each of Messrs. House, Keller, Kirwan, Lauer, Lewis, Millar, Pickett, Schuessler, Thompson and Mses. Anderson, Crane and
Hill.                            
|    |  |                                                                                                                                                                                                                                                                                                                                                   
|    |  |                                                                                                                                                                                                                                                                                                                                                    |  | Deferred Compensation Plan.                                                                                                                                                                                        
|    |  |                                                                                                                                                                                                                                                                                                                                                   
|    |  |                                                                                                                                                                                                                                                                                                                                                    |  | First Amendment to Deferred Compensation Plan.                                                                                                                                                                     
|    |  |                                                                                                                                                                                                                                                                                                                                                   
|    |  |                                                                                                                                                                                                                                                                                                                                                    |  | Second Amendment to Deferred Compensation Plan.                                                                                                                                                                    
|    |  |                                                                                                                                                                                                                                                                                                                                                   
|    |  |                                                                                                                                                                                                                                                                                                                                                    |  | Third Amendment to Deferred Compensation Plan.                                                                                                                                                                     



16



---

| |  |     |  |                                                                                                                                                                                                                                                       
| |  | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |    
| |  |     |  |                                                                                                                                                                                                                                                       
| |  |     |  | 2003 Stock Incentive Plan.                                                                                                                                                                                                                            
| |  |    
| |  |     |  | First Amendment to 2003 Stock Incentive Plan.                                                                                                                                                                                                         
| |  |    
| |  |     |  | Sample Restricted Stock Award Agreement.                                                                                                                                                                                                              
| |  |    
| |  |     |  | Sample Formula Restricted Stock Award Agreement.                                                                                                                                                                                                      
| |  |    
| |  |     |  | Sample Stock Unit Award Agreement.                                                                                                                                                                                                                    
| |  |    
| |  |     |  | Sample Performance Share Award Agreement.                                                                                                                                                                                                             
| |  |    
| |  | (b) |  | Exhibits filed with this report are listed in the Index to Exhibits beginning on page 21.                                                                                                                                                             
| |  |    
| |  | (c) |  | The following Consolidated Financial Statement Schedule of Wendys International, Inc. and Subsidiaries is included in Item 15(c): 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.



17



---

---

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

4/1/05Kerrii 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.



|                                                                                           |  |        |  |  |  |                                                                                    |  |       
|------------------------------------------------------------------------------------------ |  | ------ |  |  |  | ---------------------------------------------------------------------------------- |  | ------
|/s/ JOHN T. SCHUESSLER*                                                                    |  | 4/1/05 |  |  |  | /s/ KERRII B. ANDERSON                                                             |  | 4/1/05
|John T. Schuessler, Chairman of the Board, Chief Executive Officer and President, Director |  |        |  |  |  | Kerrii B. Anderson, Executive Vice President and Chief Financial Officer, Director |  |       
|                                                                                           |  |        |  | 
|/s/ PAUL D. HOUSE*                                                                         |  | 4/1/05 |  |  |  | /s/ DANIEL L. BOONE*                                                               |  | 4/1/05
|Paul D. House, Director                                                                    |  |        |  |  |  | Daniel L. Boone, Senior Vice President, General Controller and Assistant Secretary |  |       
|                                                                                           |  |        |  | 
|/s/ ANN B. CRANE*                                                                          |  | 4/1/05 |  |  |  | /s/ JANET HILL*                                                                    |  | 4/1/05
|Ann B. Crane, Director                                                                     |  |        |  |  |  | Janet Hill, Director                                                               |  |       
|                                                                                           |  |        |  | 
|/s/ THOMAS F. KELLER*                                                                      |  | 4/1/05 |  |  |  | /s/ WILLIAM E. KIRWAN*                                                             |  | 4/1/05
|Thomas F. Keller, Director                                                                 |  |        |  |  |  | William E. Kirwan, Director                                                        |  |       
|                                                                                           |  |        |  | 
|/s/ DAVID P. LAUER *                                                                       |  | 4/1/05 |  |  |  | /s/ J. RANDOLPH LEWIS*                                                             |  | 4/1/05
|David P. Lauer, Director                                                                   |  |        |  |  |  | J. Randolph Lewis, Director                                                        |  |       
|                                                                                           |  |        |  | 
|/s/ JAMES F. MILLAR*                                                                       |  | 4/1/05 |  |  |  | /s/ JAMES V. PICKETT*                                                              |  | 4/1/05
|James F. Millar, Director                                                                  |  |        |  |  |  | James V. Pickett, Director                                                         |  |       
|                                                                                           |  |        |  | 
|/s/ JOHN R. THOMPSON*                                                                      |  | 4/1/05 |  |  |  |                                                                                    |  |       
|John R. Thompson, Director                                                                 |  |        |  |  |  |                                                                                    |  |       



*By

/s/ KERRII B. ANDERSON

4/1/05Kerrii B. Anderson, Attorney-in-Fact




18



---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON FINANCIAL STATEMENT SCHEDULE

---

To the Board of Directors and

Shareholders of Wendys International, Inc.



Our
audits of the consolidated financial statements, of managements assessment of the effectiveness of internal control over financial reporting and of the effectiveness of internal control over financial reporting referred to in our report dated
March 31, 2005 appearing in the 2005 Proxy Statement of Wendys International, Inc. (which report, consolidated financial statements and assessment are incorporated by reference in this Annual Report on Form 10-K) also included an audit
of the financial statement schedule listed in Item 15(c) 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.



/s/ PricewaterhouseCoopers LLP



Columbus, Ohio

March 31, 2005



19



---

WENDYS INTERNATIONAL, INC. AND SUBSIDIARIES

SCHEDULE II  VALUATION AND QUALIFYING ACCOUNTS (in thousands)



|                                                              |  |                             |        |                                       |   |        |                            |  |   |                        |   |  |   |       
|------------------------------------------------------------- |  | --------------------------- | ------ | ------------------------------------- | - | ------ | -------------------------- |  | - | ---------------------- | - |  | - | ------
|Classification                                                |  | Balance at Beginningof Year |        | Charged(Credited) to Costs & Expenses |   |        | Additions (Deductions) (a) |  |   | Balance at End of Year
|Fiscal year ended January 2, 2005:                            |  |                             |        |                                       |   |        |                            |  |   |                        |   |  |   |       
|Reserve for royalty receivables                               |  | $                           | 2,814  |                                       | $ | 619    |                            |  | $ | (206                   | ) |  | $ | 3,227 
|Deferred tax asset valuation allowance                        |  |                             | 19,905 |                                       |   | 7,860  |                            |  |   |                       |   |  |   | 27,765
|Reserve for possible franchise-related losses & contingencies |  |                             | 5,090  |                                       |   | 1,791  |                            |  |   | (427                   | ) |  |   | 6,454 
|                                                              |  |                             |        |                                       |   |        |                            |  |   |                        |   |  |   |       
|                                                              |  | $                           | 27,809 |                                       | $ | 10,270 |                            |  | $ | (633                   | ) |  | $ | 37,446
|                                                              |  |                             |        |                                       |   |        |                            |  |   |                        |   |  |   |       
|Fiscal year ended December 28, 2003:                          |  |                             |        |                                       |   |        |                            |  |   |                        |   |  |   |       
|Reserve for royalty receivables                               |  | $                           | 2,196  |                                       | $ | 887    |                            |  | $ | (269                   | ) |  | $ | 2,814 
|Deferred tax asset valuation allowance                        |  |                             | 20,861 |                                       |   | (956   | )                          |  |   |                       |   |  |   | 19,905
|Reserve for possible franchise-related losses & contingencies |  |                             | 5,509  |                                       |   | 217    |                            |  |   | (636                   | ) |  |   | 5,090 
|                                                              |  |                             |        |                                       |   |        |                            |  |   |                        |   |  |   |       
|                                                              |  | $                           | 28,566 |                                       | $ | 148    |                            |  | $ | (905                   | ) |  | $ | 27,809
|                                                              |  |                             |        |                                       |   |        |                            |  |   |                        |   |  |   |       
|Fiscal year ended December 29, 2002:                          |  |                             |        |                                       |   |        |                            |  |   |                        |   |  |   |       
|Reserve for royalty receivables                               |  | $                           | 1,937  |                                       | $ | 516    |                            |  | $ | (257                   | ) |  | $ | 2,196 
|Deferred tax asset valuation allowance                        |  |                             | 12,280 |                                       |   | 8,581  |                            |  |   |                       |   |  |   | 20,861
|Reserve for possible franchise-related losses & contingencies |  |                             | 7,115  |                                       |   | (1,044 | )                          |  |   | (562                   | ) |  |   | 5,509 
|                                                              |  |                             |        |                                       |   |        |                            |  |   |                        |   |  |   |       
|                                                              |  | $                           | 21,332 |                                       | $ | 8,053  |                            |  | $ | (819                   | ) |  | $ | 28,566
|                                                              |  |                             |        |                                       |   |        |                            |  |   |                        |   |  |   |       

---

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



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



|                                                |  |                 |        |                  |   |                  |  |   |       
|----------------------------------------------- |  | --------------- | ------ | ---------------- | - | ---------------- |  | - | ------
|                                                |  | January 2, 2005 |        | December 28,2003 |   | December 29,2002
|Deducted from accounts receivable               |  | $               | 8,090  |                  | $ | 6,890            |  | $ | 6,558 
|Deducted from notes receivable  current        |  |                 | 331    |                  |   | 83               |  |   | 301   
|Deducted from notes receivable  long-term      |  |                 | 1,260  |                  |   | 931              |  |   | 846   
|Component of deferred tax liability  long-term |  |                 | 27,765 |                  |   | 19,905           |  |   | 20,861
|                                                |  |                 |        |                  |   |                  |  |   |       
|                                                |  | $               | 37,446 |                  | $ | 27,809           |  | $ | 28,566
|                                                |  |                 |        |                  |   |                  |  |   |       



20



---

WENDYS INTERNATIONAL, INC. AND SUBSIDIARIES

INDEX TO EXHIBITS



|        |  |                                                                                                                                                                                                                    |  |                                                                                                                                                     
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  | Description                                                                                                                                                                                                        |  | Where found                                                                                                                                         
|3(a)    |  | Articles of Incorporation, as amended to date                                                                                                                                                                      |  | Incorporated herein by reference from Exhibit 3(a) of Form 10-K for the year ended January 3, 1999.                                                 
|        |  |                                                                                                                                                                                                                   
|(b)     |  | New Regulations, as amended                                                                                                                                                                                        |  | Incorporated herein by reference from Exhibit 3 of Form 10-Q for the quarter ended March 31, 2002.                                                  
|        |  |                                                                                                                                                                                                                   
|*4(a)   |  | Indenture between the Company and Bank One, National Association, pertaining to 6.25% Senior Notes due November 15, 2011 and 6.20% Senior Notes due June 15, 2014                                                  |  | Incorporated herein by reference from Exhibit 4(i) of Form 10-K for the year ended December 30, 2001.                                               
|        |  |                                                                                                                                                                                                                   
|(b)     |  | Amended and Restated Rights Agreement between the Company and American Stock Transfer and Trust Company                                                                                                            |  | Incorporated herein by reference from Exhibit 1 of Amendment No. 2 to Form 8-A/A Registration Statement, File No. 1-8116, filed on December 8, 1997.
|        |  |                                                                                                                                                                                                                   
|(c)     |  | Amendment No. 1 to the Amended and Restated Rights Agreement between the Company and American Stock Transfer and Trust Company                                                                                     |  | Incorporated herein by reference from Exhibit 2 of Amendment No. 3 to Form 8-A/A Registration Statement, File No. 1-8116, filed on January 26, 2001.
|        |  |                                                                                                                                                                                                                   
|(d)     |  | Wendys International, Inc. Deferred Compensation Plan                                                                                                                                                             |  | Incorporated herein by reference from Exhibit 4(d) of Form S-8, File No. 333-109952, filed on October 24, 2003.                                     
|        |  |                                                                                                                                                                                                                   
|(e)     |  | First Amendment to Wendys International, Inc. Deferred Compensation Plan                                                                                                                                          |  | Incorporated herein by reference from Exhibit 4(e) of Form 10-K for the year ended December 28, 2003.                                               
|        |  |                                                                                                                                                                                                                   
|(f)     |  | Second Amendment to Wendys International, Inc. Deferred Compensation Plan                                                                                                                                         |  | Incorporated herein by reference from Exhibit 4 of Form 10-Q for the quarter ended September 26, 2004.                                              
|        |  |                                                                                                                                                                                                                   
|(g)     |  | Third Amendment to Wendys International, Inc. Deferred Compensation Plan                                                                                                                                          |  | Incorporated herein by reference from Exhibit 4 of Form 8-K filed March 10, 2005.                                                                   
|        |  |                                                                                                                                                                                                                   
|10(a)   |  | Sample Restated Key Executive Agreement between the Company and Messrs. Brownley, Calhoon, Catherwood, Cava, Deane, Grube, Laudick, McCorkle, Moreton, Mueller, Musick, Schuessler, and Mses.
Anderson and Chesnut |  | Incorporated herein by reference from Exhibit 10(a) of Form 10-K for the year ended January 3, 1999.                                                
|        |  |                                                                                                                                                                                                                   
|(b)     |  | Sample Key Executive Agreement between the Company, The TDL Group Corp. and Mr. House                                                                                                                              |  | Incorporated herein by reference from Exhibit 10 of Form 10-Q for the quarter ended July 4, 1999.                                                   
|        |  |                                                                                                                                                                                                                   
|(c)     |  | Assignment of Rights Agreement between the Company and Mr. Thomas                                                                                                                                                  |  | Incorporated herein by reference from Exhibit 10(c) of Form 10-K for the year ended December 31, 2000.                                              
|        |  |                                                                                                                                                                                                                   
|(d)     |  | Senior Executive Annual Performance Plan                                                                                                                                                                           |  | Incorporated herein by reference from Annex B to the Companys Definitive 2002 Proxy Statement, dated March 5, 2002.                                
|        |  |                                                                                                                                                                                                                   
|(e)     |  | Executive Annual Performance Plan                                                                                                                                                                                  |  | Incorporated herein by reference from Exhibit 10(e) of Form 10-K for the year ended December 30, 2001.                                              

---

|* | 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.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





21



---

|      |  |                                                                                                                                                                                                                  |  |                                                                                                                                                                         
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(f)   |  | Supplemental Executive Retirement Plan                                                                                                                                                                           |  | Incorporated herein by reference from Exhibit 10(f) of Form 10-K for the year ended ended December 29, 2002.                                                            
|      |  |                                                                                                                                                                                                                 
|(g)   |  | 1978 Non-Qualified Stock Option Plan, as amended                                                                                                                                                                 |  | Incorporated herein by reference from Exhibit 10(k) of Form 10-K for the year ended January 2, 2000.                                                                    
|      |  |                                                                                                                                                                                                                 
|(h)   |  | 1982 Stock Option Plan, as amended                                                                                                                                                                               |  | Incorporated herein by reference from Exhibit 10(l) of Form 10-K for the year ended January 2, 2000.                                                                    
|      |  |                                                                                                                                                                                                                 
|(i)   |  | 1984 Stock Option Plan, as amended                                                                                                                                                                               |  | Incorporated herein by reference from Exhibit 10(m) of Form 10-K for the year ended January 2, 2000.                                                                    
|      |  |                                                                                                                                                                                                                 
|(j)   |  | 1987 Stock Option Plan, as amended                                                                                                                                                                               |  | Incorporated herein by reference from Exhibit 10(n) of Form 10-K for the year ended January 2, 2000.                                                                    
|      |  |                                                                                                                                                                                                                 
|(k)   |  | 1990 Stock Option Plan, as amended                                                                                                                                                                               |  | Incorporated herein by reference from the Companys Definitive Proxy Statement, dated March 4, 2003.                                                                    
|      |  |                                                                                                                                                                                                                 
|(l)   |  | WeShare Stock Option Plan, as amended                                                                                                                                                                            |  | Incorporated herein by reference from Exhibit 10(l) of Form 10-K for the year ended December 28, 2003.                                                                  
|      |  |                                                                                                                                                                                                                 
|(m)   |  | Sample Indemnification Agreement between the Company and each of Messrs. House, Keller, Kirwan, Lauer, Lewis, Millar, Pickett, Schuessler, Thompson and Mses. Anderson, Crane and Hill                           |  | Incorporated herein by reference from Exhibit 10 of Form 10-Q for the quarter ended June 29, 2003.                                                                      
|      |  |                                                                                                                                                                                                                 
|(n)   |  | 2003 Stock Incentive Plan                                                                                                                                                                                        |  | Incorporated herein by reference from the Companys Definitive Proxy Statement, dated March 2, 2004.                                                                    
|      |  |                                                                                                                                                                                                                 
|(o)   |  | First Amendment to 2003 Stock Incentive Plan                                                                                                                                                                     |  | Attached hereto.                                                                                                                                                        
|      |  |                                                                                                                                                                                                                 
|(p)   |  | Sample Restricted Stock Award Agreement                                                                                                                                                                          |  | Attached hereto.                                                                                                                                                        
|      |  |                                                                                                                                                                                                                 
|(q)   |  | Sample Formula Restricted Stock Award Agreement                                                                                                                                                                  |  | Attached hereto.                                                                                                                                                        
|      |  |                                                                                                                                                                                                                 
|(r)   |  | Sample Stock Unit Award Agreement                                                                                                                                                                                |  | Attached hereto.                                                                                                                                                        
|      |  |                                                                                                                                                                                                                 
|(s)   |  | Sample Performance Share Award Agreement                                                                                                                                                                         |  | Attached hereto.                                                                                                                                                        
|      |  |                                                                                                                                                                                                                 
|13    |  | Portions of the Financial Statements and Other Information furnished with the Companys Definitive 2005 Proxy Statement, dated March 28, 2005, as described in Parts I and II of this Annual
Report on Form 10-K |  | Incorporated herein by reference from the Financial Statements and Other information furnished with the Companys Definitive 2005 Proxy Statement, dated March 28, 2005.
|      |  |                                                                                                                                                                                                                 
|21    |  | Subsidiaries of the Registrant                                                                                                                                                                                   |  | Attached hereto.                                                                                                                                                        
|      |  |                                                                                                                                                                                                                 
|23    |  | Consent of PricewaterhouseCoopers LLP                                                                                                                                                                            |  | Attached hereto.                                                                                                                                                        
|      |  |                                                                                                                                                                                                                 
|24    |  | Powers of Attorney                                                                                                                                                                                               |  | Attached hereto.                                                                                                                                                        
|      |  |                                                                                                                                                                                                                 
|31(a) |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer                                                                                                                                                |  | Attached hereto.                                                                                                                                                        
|      |  |                                                                                                                                                                                                                 
|31(b) |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer                                                                                                                                                |  | Attached hereto.                                                                                                                                                        
|      |  |                                                                                                                                                                                                                 
|32(a) |  | Section 1350 Certification of Chief Executive Officer                                                                                                                                                            |  | Attached hereto.                                                                                                                                                        
|      |  |                                                                                                                                                                                                                 
|32(b) |  | Section 1350 Certification of Chief Financial Officer                                                                                                                                                            |  | Attached hereto.                                                                                                                                                        
|      |  |                                                                                                                                                                                                                 
|99    |  | Safe Harbor under the Private Securities Litigation Reform Act 1995                                                                                                                                              |  | Attached hereto.                                                                                                                                                        





22