Exhibit 99



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Safe Harbor Under the Private Securities Litigation Reform Act of 1995



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



Certain information in the 2003 Summary Annual
Report and this Financial Statements and Other Information furnished with the Companys Proxy Statement for the 2004 Annual Meeting of Shareholders, particularly information regarding future economic performance and finances, and plans,
expectations and objectives of management, is forward looking. The following factors, in addition to other possible factors not listed, could affect the Companys actual results and cause such results to differ materially from those expressed
in forward-looking statements:



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



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



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



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



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



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



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



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



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



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



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



Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date thereof. The Company undertakes no
obligation to publicly release any revisions to the forward-looking statements contained in the 2003 Summary Annual Report and this Financial Statements and Other Information furnished with the Companys Proxy Statement for the 2004 Annual
Meeting of Shareholders, or to update them to reflect events or circumstances occurring after the date these materials were first furnished to shareholders, or to reflect the occurrence of unanticipated events.