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

(Mark One)

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

For the Fiscal Year Ended December 30, 2001
                          -----------------

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

For the transition period from __________ to __________

                         Commission File Number: 1-8116

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

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

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

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

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

    Title of each class               Name of each exchange on which registered
--------------------------------      -----------------------------------------
Common Shares, $.10 stated value             New York, Boston, Chicago,
(106,717,000 shares outstanding              Pacific and Philadelphia
       at March 4, 2002)                          Stock Exchanges

$2.50 Term Convertible Securities, Series A         New York Stock Exchange
    Preferred Stock Purchase Rights                 New York Stock Exchange

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

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

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

The aggregate market value of the voting stock held by non-affiliates of the
Registrant at March 4, 2002 was $3,315,725,000.

Documents incorporated by reference:
      Portions of the Annual Report to Shareholders set forth in the Financial
      Statements and Other Information furnished with the Definitive 2002 Proxy
      Statement dated March 5, 2002 are incorporated by reference into Parts I
      and II. Portions of the Definitive 2002 Proxy Statement dated March 5,
      2002 are incorporated by reference into Part III.
Exhibit index on pages 15-17.



                                        1

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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 restaurants. At December 30,
                     2001, there were 6,043 Wendy's restaurants (Wendy's) in
                     operation in the United States and in 26 other countries
                     and territories. Of these restaurants, 1,228 were operated
                     by the Company and 4,815 by the Company's franchisees.

                     Additionally, at December 30, 2001, the Company and its
                     franchisees operated 2,163 Tim Hortons (Hortons)
                     restaurants in Canada and the United States. Of these
                     restaurants open at December 30, 2001, only 97 were company
                     operated.

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

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

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

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

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

                     The New Bakery Co. of Ohio, Inc., (Bakery) a wholly-owned
                     subsidiary of the Company, is a producer of buns for
                     Wendy's restaurants. At December 30, 2001, the Bakery
                     supplied 650 restaurants operated by the Company and 2,104
                     restaurants operated by franchisees. At the present time,
                     the Bakery does not manufacture or sell any other
                     products.

                     See Notes 6 and 13 on pages AA-20, AA-21, AA-25 and AA-26
                     of the Financial Statements and Other Information furnished
                     with the Company's 2002 Proxy Statement, which Notes are
                     incorporated herein by reference, for further information
                     regarding revenues, income before income taxes and total
                     assets attributable to the Company's segments.


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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, in
                     any event, alternate suppliers are available.




                                        2

<PAGE>

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TRADEMARKS AND SERVICE MARKS OF THE COMPANY

                     The Company has registered certain trademarks and service
                     marks in the United States Patent and Trademark office and
                     in international jurisdictions, some of which include
                     "Wendy's", "Wendy", "Old Fashioned Hamburgers", "Quality Is
                     Our Recipe", "Tim Hortons", "TimBits" and "Your Friend
                     Along the Way". The Company believes that these and other
                     related marks are of material importance to the Company's
                     business. Domestic trademarks and service marks expire at
                     various times from 2002 to 2014, while international
                     trademarks and service marks have various durations of five
                     to 20 years. The Company generally intends to renew
                     trademarks and service marks which expire.

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

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


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


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

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


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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.







                                        3

<PAGE>

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

                     See Notes 8 and 9 on page AA-23 of the Financial Statements
                     and Other Information furnished with the Company's 2002
                     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. The Company has
                     granted development rights for the countries and
                     territories listed under Item 2 on page 7 of this Form
                     10-K.


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FRANCHISED WENDY'S RESTAURANTS

                     As of December 30, 2001, the Company's franchisees operated
                     4,815 Wendy's restaurants in 50 states, the District of
                     Columbia and 25 other countries and territories.

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

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

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

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

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

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



                                        4

<PAGE>

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

                     See Schedule II on page 14 of this Form 10-K, and
                     Management's Review and Outlook on pages AA-1 through AA-10
                     and Note 10 on page AA-23 of the Financial Statements and
                     Other Information furnished with the Company's 2002 Proxy
                     Statement (Management's Review and Outlook and Note 10 are
                     incorporated herein by reference) for further information
                     regarding reserves, commitments and contingencies involving
                     franchisees.


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FRANCHISED HORTONS UNITS

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

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

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


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ADVERTISING AND PROMOTIONS

                     Products sold by Wendy's restaurants are advertised through
                     television, radio, newspapers, the internet and a variety
                     of promotional campaigns. The Company attempts to keep
                     franchisees informed of current advertising techniques and
                     effective promotions. The Company's advertising materials
                     are also made available to the franchisees. Both the
                     Restaurant Franchise Agreement and the Wendy's Unit
                     Franchise Agreement provide that franchisees will spend 4%
                     of their gross sales, as defined in the applicable
                     agreement, for advertising and promotions. The Restaurant
                     Franchise Agreement specifies 2% is to be spent on local
                     and regional advertising (including in many cases
                     cooperative advertising) and 2% is the required
                     contribution to The Wendy's National Advertising Program,
                     Inc. (WNAP). Under the Restaurant Franchise Agreement, the
                     Company has the ability to increase the required local and
                     regional expenditures to 3%, for a total of 5% for
                     advertising and promotions, subject to certain conditions.

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

                     In 1999, a systemwide vote was taken to approve
                     reallocation of the 4% advertising and promotions
                     percentage through the end of fiscal year 2001, such that
                     the 4% was reallocated as 2.5% toward national advertising
                     and 1.5% toward local and regional advertising. In 2001, a
                     systemwide vote was taken to increase the national
                     advertising contribution rate to 3% for fiscal years ended
                     2002 and 2003 and reduce the local and regional advertising
                     rate to 1%. In 2004, these minimum requirements will revert
                     back to 2% for national and 2% for local and regional
                     advertising unless a new systemwide vote in 2003 reapproves
                     reallocation for 2004.

                     In 2001, 2000 and 1999, approximately $162 million, $152
                     million and $144 million, respectively, was spent on
                     advertising, promotions and related expenses by WNAP. WNAP
                     is a not-for-profit corporation which was established to
                     collect and administer the funds contributed by the Company
                     and all domestic franchisees. WNAP's Trustees are comprised
                     of representatives of both the Company and its franchisees.

                     Products sold by Wendy's Canada franchise and corporate
                     restaurants are advertised through television, radio and a
                     variety of promotional campaigns. Wendy's Canadian
                     Advertising Program Inc. (WCAP) provides Wendy's Canada
                     corporate and franchise restaurants (excluding Quebec,
                     where all advertising in done locally) with in-store
                     advertising and promotional materials. WCAP currently
                     collects approximately 2.75% of monthly gross sales, as
                     defined in the franchise agreement, from Wendy's Canada
                     franchise and corporate restaurants (excluding Quebec) as
                     contributions to this fund. During 2001, 2000 and 1999,
                     approximately $9.7 million, $9.0 million and $8.1 million,
                     respectively, was spent by WCAP.



                                        5
<PAGE>

                     Products sold by Hortons restaurants are advertised through
                     television, radio, newspapers and a variety of promotional
                     campaigns. Hortons provides franchisees with in store
                     advertising and promotional materials. Tim Hortons Canada
                     currently collects 4% of monthly gross sales, as defined in
                     the franchise agreement, from franchisees as a contribution
                     to the Tim Hortons Advertising and Promotion Fund (Canada)
                     Inc. (Ad Fund). For the 2001 calendar year, the
                     contribution percentage was voluntarily and temporarily
                     reduced to 3.75% pursuant to a decision made by the
                     franchisees. Tim Hortons U.S. collects 4% of monthly gross
                     sales, as defined in the franchise agreement, from
                     franchisees as a contribution to The Tim's National
                     Advertising Program (TNAP). During 2001, 2000 and 1999,
                     approximately $51 million, $48 million and $40 million,
                     respectively, was spent by the Ad Fund and approximately
                     $5.8 million, $4.5 million and $4 million, respectively,
                     was spent by TNAP.

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

                     See Note 12 on page AA-24 and AA-25 of the Financial
                     Statements and Other Information furnished with the
                     Company's 2002 Proxy Statement, which Note is incorporated
                     herein by reference, for further information regarding
                     advertising.


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PERSONNEL
                     As of December 30, 2001, the Company employed approximately
                     44,000 people, of whom approximately 41,000 were employed
                     in company operated restaurants. The total number of
                     full-time employees at that date was approximately 8,400.
                     The Company believes that its employee relations are
                     satisfactory.


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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 about 2,910 square
                     feet and has a food preparation area, a dining room
                     capacity for 94 persons and a double pick-up window for
                     drive-through service. The restaurants are generally
                     located in urban or heavily populated suburban areas, and
                     their success depends upon serving a large number of
                     customers. Wendy's also operates restaurants in special
                     site locations such as travel centers, gas
                     station/convenience stores, military bases, arenas, malls,
                     hospitals, airports and college campuses.

                     Hortons uses outside contractors in the construction of its
                     restaurants. The restaurants are built to Company
                     specifications as to exterior style and interior decor. The
                     standard Hortons restaurant currently being built consists
                     of a free-standing producing unit ranging from 2,500 to
                     3,030 square feet. Each of these includes a bakery capable
                     of supplying fresh baked goods every 12 hours to several
                     satellite Hortons within a defined area. In addition,
                     Hortons has restaurants ranging from 550 to 2,250 square
                     feet without bakery facilities, 550 to 800 square feet
                     drive-through-only units, kiosks, full-service carts and
                     mobile carts which are typically located in high traffic
                     areas.

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

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

                     At December 30, 2001, the Company and its franchisees
                     operated 6,043 Wendy's restaurants in the locations listed
                     under Item 2 on page 7 of this Form 10-K. Of the 1,228
                     company operated Wendy's restaurants, the Company owned the
                     land and building for 541 restaurants, owned the building
                     and held long-term land leases for 433 restaurants and held
                     leases covering land and building for 254 restaurants. The
                     Company's land and building leases are written for terms of
                     10 to 25 years with one or more five-year renewal options.
                     In certain lease agreements the Company has the option to
                     purchase the real estate. Certain leases require the
                     payment of additional rent equal to a percentage (ranging
                     from 1% to 10%) of annual sales in excess of specified
                     amounts. Some of the real estate owned by the Company is
                     subject to mortgages which mature over various terms. The
                     Company also owned land and buildings for, or leased, 546
                     Wendy's restaurant locations which were leased or subleased
                     to franchisees. Surplus land and buildings are generally
                     held for sale.

                     At December 30, 2001, there were 2,163 Hortons units, of
                     which all but 97 were franchise operated. Of the 2,066
                     franchised units, 404 were owned by Hortons and leased to
                     franchisees, 1,195 were leased by Hortons and in turn
                     subleased to a franchisee, with the remainder either owned
                     or leased directly by the franchisee.




                                        6

<PAGE>



                       DOMESTIC WENDY'S       DOMESTIC TIM HORTONS
                       -----------------      --------------------
       STATE           COMPANY FRANCHISE       COMPANY FRANCHISE

      Alabama             -       98              -        -
      Alaska              -       10              -        -
      Arizona            36       44              -        -
     Arkansas             -       56              -        -
    California           20      203              -        -
     Colorado            38       72              -        -
    Connecticut           2       33              -        -
     Delaware             -       18              -        -
      Florida           113      310              -        -
      Georgia            41      218              -        -
       Idaho              -       22              -        -
     Illinois            92      109              -        -
      Indiana             3      165              -        -
       Iowa               -       41              -        -
      Kansas             16       50              -        -
     Kentucky             3      123              1        -
     Louisiana           55       57              -        -
       Maine              2       17              3        2
     Maryland             -      111              -        -
   Massachusetts         50       27              -        -
     Michigan            35      205             23       30
     Minnesota           27       23              -        -
    Mississippi           4       72              -        -
     Missouri            23       64              -        -
      Montana             -       15              -        -
     Nebraska             -       33              -        -
      Nevada              -       48              -        -
   New Hampshire          3       20              -        -
    New Jersey           16      109              -        -
    New Mexico            -       34              -        -
     New York            63      145              2       27
  North Carolina         31      182              -        -
   North Dakota           -        7              -        -
       Ohio             107      322             27       23
     Oklahoma             -       41              -        -
      Oregon             17       40              -        -
   Pennsylvania          82      168              -        -
   Rhode Island           7       11              -        -
  South Carolina          -      112              -        -
   South Dakota           -        9              -        -
     Tennessee            -      172              -        -
       Texas             72      275              -        -
       Utah              48       17              -        -
      Vermont             -        2              -        -
     Virginia            42      145              -        -
    Washington           27       38              -        -
   West Virginia         21       47              1        1
     Wisconsin            -       60              -        -
      Wyoming             -       13              -        -
District of Columbia      -       6               -        -
                      -----    -----             --       --
                      1,096    4,219             57       83
                      =====    =====             ==       ==


                     INTERNATIONAL WENDY'S     INTERNATIONAL TIM HORTONS
                     ---------------------     -------------------------
 COUNTRY/TERRITORY     COMPANY FRANCHISE          COMPANY FRANCHISE

       Aruba              -        3                 -        -
      Bahamas             -        5                 -        -
      Canada            127      212                40    1,983
  Cayman Islands          -        2                 -        -
     Colombia             -        3                 -        -
      Curacao             -        1                 -        -
Dominican Republic        -        6                 -        -
    El Salvador           -        7                 -        -
      Greece              -        9                 -        -
       Guam               3        -                 -        -
     Guatemala            -        7                 -        -
      Hawaii              2        4                 -        -
     Honduras             -       16                 -        -
      Hungary             -        7                 -        -
      Iceland             -        1                 -        -
     Indonesia            -       28                 -        -
      Jamaica             -        2                 -        -
       Japan              -       96                 -        -
      Mexico              -       14                 -        -
    New Zealand           -       14                 -        -
      Panama              -        4                 -        -
    Philippines           -       42                 -        -
    Puerto Rico           -       41                 -        -
   Saudi Arabia           -       13                 -        -
  United Kingdom          -        2                 -        -
     Venezuela            -       55                 -        -
  Virgin Islands          -        2                 -        -
                      -----    -----                --       --
                        132      596                40    1,983
                      =====    =====                ==    =====


                                       7

<PAGE>

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

                     Not applicable.


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

                     None.


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

                     This information is incorporated herein by reference from
                     page AA-30 of the Financial Statements and Other
                     Information furnished with the Company's 2002 Proxy
                     Statement.

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

                     This information is incorporated herein by reference from
                     page AA-30 of the Financial Statements and Other
                     Information furnished with the Company's 2002 Proxy
                     Statement.

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

                     Management's Review and Outlook on pages AA-1 through AA-10
                     of the Financial Statements and Other Information furnished
                     with the Company's 2002 Proxy Statement is incorporated
                     herein by reference.

--------------------------------------------------------------------------------
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

                     This information is incorporated herein by reference from
                     page AA-6 of the Management's Review and Outlook in the
                     Financial Statements and Other Information furnished with
                     the Company's 2002 Proxy Statement.

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

                     The Consolidated Financial Statements of the Company at
                     December 30, 2001 and December 31, 2000, and for each of
                     the three fiscal years in the periods ended December 30,
                     2001, December 31, 2000 and January 2, 2000, and the Report
                     of Independent Accountants on these Consolidated Financial
                     Statements are incorporated herein by reference from pages
                     AA-11 through AA-28 of the Financial Statements and Other
                     Information furnished with the Company's 2002 Proxy
                     Statement.

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

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

                     None.




                                        8

<PAGE>



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

<TABLE>
<CAPTION>

EXECUTIVE OFFICERS OF THE REGISTRANT

NAME                      AGE                     POSITION WITH COMPANY                   OFFICER SINCE
<S>                     <C>          <C>                                                 <C>
John T. Schuessler        51          Chairman of the Board, Chief Executive Officer and      1983
                                      President, Director

Kerrii B. Anderson        44          Executive Vice President and Chief Financial Officer,
                                      Director                                                2000

Thomas J. Mueller         50          President and Chief Operating Officer -
                                      Wendy's North America                                   1998

Donald F. Calhoon         50          Executive Vice President                                1984

Kathie T. Chesnut         50          Executive Vice President                                1990

George Condos             48          Executive Vice President                                1982

Leon M. McCorkle, Jr.     61          Executive Vice President, General Counsel and Secretary 1998

Kathleen A. McGinnis      50          Executive Vice President                                1989

Ronald E. Musick          61          Executive Vice President, Director                      1986

John F. Brownley          59          Senior Vice President and Treasurer                     1981

Jonathan F. Catherwood    40          Senior Vice President                                   2001

John M. Deane             47          Senior Vice President                                   2001

Brion G. Grube            50          Senior Vice President                                   1990

Lawrence A. Laudick       54          Senior Vice President, General Controller and           1976
                                      Assistant Secretary
</TABLE>

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

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

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

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

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

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

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

                                        9

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

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

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

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

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

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

The information required by these Items, other than the information set forth
above, is omitted and incorporated herein by reference from the Company's 2002
Proxy Statement dated March 5, 2002. However, no information set forth in the
2002 Proxy Statement regarding the Audit Committee Report (page 10), the Report
of the Compensation Committee on Executive Compensation (pages 13-16) or the
performance graph (page 17) shall be deemed incorporated by reference into this
Form 10-K.

PART IV
-------------------------------------------------------------------------------
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

 (a) (1) and (2) - The following Consolidated Financial Statements of Wendy's
     International, Inc. and Subsidiaries, included in the Financial Statements
     and Other Information furnished with the Company's 2002 Proxy Statement on
     pages AA-11 to AA-28 and incorporated by reference in Item 8, are filed as
     part of this Annual Report on Form 10-K.

          Consolidated Statements of Income - Years ended December 30, 2001,
          December 31, 2000 and January 2, 2000.

          Consolidated Balance Sheets - December 30, 2001 and December 31, 2000.

          Consolidated Statements of Cash Flows - Years ended December 30, 2001,
          December 31, 2000 and January 2, 2000.

          Consolidated Statements of Shareholders' Equity - Years ended
          December 30, 2001, December 31, 2000 and January 2, 2000.

          Consolidated Statements of Comprehensive Income - Years ended
          December 30, 2001, December 31, 2000 and January 2, 2000.

          Notes to the Consolidated Financial Statements.

          Report of Independent Accountants.

     (3)  Listing of Exhibits - See Index to Exhibits.

          The following management contracts or compensatory plans or
          arrangements are required to be filed as exhibits to this report:

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

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

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

          Senior Executive Annual Performance Plan.

          Executive Annual Performance Plan.

          Supplemental Executive Retirement Plan, as amended.

          First Amendment to the 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.

                                       10
<PAGE>

 (b) The Company filed one Report on Form 8-K during the
     quarter ended December 30, 2001. The Form 8-K filed
     October 18, 2001 announced (under Item 5) the Company's
     purchase of 9,708,738 exchangeable shares of WENTIM,
     LTD., a subsidiary of the Company. The shares were
     exchangeable into 9,708,738 common shares of the
     Company, from Ronald V. Joyce and entities wholly owned
     by Mr. Joyce. The purchase price per share was $25.75,
     a 3% discount to the closing price of the Company's
     common shares on October 18, 2001. The transaction
     reduces the Company's shares outstanding by 9,708,738.

     As part of the transaction, Mr. Joyce retired from
     service as a director of the Company and as an officer
     and director of several subsidiaries of the Company.

     Mr. Joyce continues to own 5,741,262 exchangeable
     shares. As part of the transaction, the date by which
     those shares must be exchanged into common shares of
     the Company under the existing agreements with the
     Company was changed from December 29, 2005, to January
     2, 2003. Mr. Joyce also agreed to reduce the number of
     registrations he can demand under the existing
     Registration Rights Agreement with the Company with
     respect to the remaining exchangeable shares from eight
     to two.

     The agreement with Mr. Joyce also terminated his
     employment agreement with one of the subsidiaries of
     the Company and provides for Mr. Joyce's availability
     as a consultant regarding employee and franchisee
     relationships and related operations, appearances at
     meetings and special events, and the continued use of
     Mr. Joyce's name and likeness, in consideration of a
     cash payment of $5,737,704.92 ($3,500,000 plus Alberta
     and Canadian federal taxes).

     The Company used approximately $50 million in available
     cash to complete the transaction and borrowed the
     remainder.

     A copy of the press release dated October 18, 2001 was
     attached.

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

(d)  The following Consolidated Financial Statement Schedule of Wendy's
     International, Inc. and Subsidiaries is included in Item 14(d): II -
     Valuation and Qualifying Accounts.

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


                                       11

<PAGE>

-------------------------------------------------------------------------------
SIGNATURES

                     Pursuant to the requirements of Section 13 or 15 (d) of the
                     Securities Exchange Act of 1934, the Registrant has duly
                     caused this report to be signed on its behalf by the
                     undersigned, thereunto duly authorized.

                                            Wendy's International, Inc.

                                       By   /s/ KERRII B. ANDERSON     3/26/02
                                       ---------------------------------------

                                            Kerrii B. Anderson
                                            Executive Vice President
                                            and Chief Financial Officer

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

<TABLE>
<S>                                                                     <C>
                     /s/ JOHN T. SCHUESSLER*             3/26/02          /s/ KERRII B. ANDERSON          3/26/02
-----------------------------------------------------------------        -----------------------------------------
                     John T. Schuessler, Chairman of the Board,           Kerrii B. Anderson, Executive Vice President
                     Chief Executive Officer and President, Director      and Chief Financial Officer, Director

                     /s/ RONALD E. MUSICK*               3/26/02          /s/ PAUL D. HOUSE*              3/26/02
-----------------------------------------------------------------        -----------------------------------------
                     Ronald E. Musick, Executive Vice                     Paul D. House, Director
                     President, Director

                     /s/ LAWRENCE A. LAUDICK*            3/26/02          /s/ ERNEST S. HAYECK*           3/26/02
-----------------------------------------------------------------        -----------------------------------------
                     Lawrence A. Laudick, Senior Vice                     Ernest S. Hayeck, Director
                     President, General Controller
                     and Assistant Secretary

                     /s/ JANET HILL*                     3/26/02          /s/ THOMAS F. KELLER*           3/26/02
-----------------------------------------------------------------        -----------------------------------------
                     Janet Hill, Director                                 Thomas F. Keller, Director

                     /s/ WILLIAM E. KIRWAN*              3/26/02          /s/ TRUE H. KNOWLES*            3/18/02
-----------------------------------------------------------------        -----------------------------------------
                     William E. Kirwan, Director                          True H. Knowles, Director

                     /s/ DAVID P. LAUER*                 3/26/02          /s/ ANDREW G. McCAUGHEY*        3/26/02
-----------------------------------------------------------------        -----------------------------------------
                     David P. Lauer, Director                             Andrew G. McCaughey, Director

                     /s/ JAMES F. MILLAR*                3/20/02          /s/ JAMES V. PICKETT*           3/26/02
-----------------------------------------------------------------        -----------------------------------------
                     James F. Millar, Director                            James V. Pickett, Director

                     /s/ THEKLA R. SHACKELFORD*          3/26/02
-----------------------------------------------------------------
                     Thekla R. Shackelford, Director


                                                                          *By /s/ KERRII B. ANDERSON      3/26/02
                                                                         -----------------------------------------
                                                                             Kerrii B. Anderson,
                                                                             Attorney-in-Fact
</TABLE>


                                       12

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

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

                     Our audits of the consolidated financial statements
                     referred to in our report dated February 8, 2002, appearing
                     on page AA-28 of the Financial Statements and Other
                     Information furnished with the 2002 Proxy Statement of
                     Wendy's International, Inc. (which report and consolidated
                     financial statements are incorporated by reference in this
                     Annual Report on Form 10-K) also included an audit of the
                     Financial Statement Schedule listed in Item 14(d) of this
                     Form 10-K. In our opinion, this Financial Statement
                     Schedule presents fairly, in all material respects, the
                     information set forth therein when read in conjunction with
                     the related consolidated financial statements.

                     Columbus, Ohio              /s/ PricewaterhouseCoopers LLP
                     February 8, 2002

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

CONSENT OF INDEPENDENT ACCOUNTANTS

                     We hereby consent to the incorporation by reference in the
                     Registration Statement on Form S-3 (File No. 333-71102) and
                     in the Registration Statements on Form S-8 (File Nos.
                     2-67253, 2-98696, 33-18177, 2-82823, 33-36602, 33-36603,
                     333-9261, 333-32675, 33-57913, 333-60031, 333-60033,
                     333-83973, 333-42478 and 333-65990) of Wendy's
                     International, Inc. of our reports dated February 8, 2002,
                     on our audits of the consolidated financial statements and
                     financial statement schedule of Wendy's International, Inc.
                     and Subsidiaries as of December 30, 2001, and December 31,
                     2000 and for the years ended December 30, 2001, December
                     31, 2000 and January 2, 2000, which appear or are
                     incorporated by reference in this Annual Report on Form
                     10-K.

                     Columbus, Ohio              /s/ PricewaterhouseCoopers LLP
                     March 26, 2002
                                                     PricewaterhouseCoopers LLP




                                       13

<PAGE>

<TABLE>
<CAPTION>

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

                                            BALANCE AT         CHARGED (CREDITED)                                  BALANCE AT
                                             BEGINNING             TO COSTS &             ADDITIONS                  END OF
           CLASSIFICATION                     OF YEAR               EXPENSES             (DEDUCTIONS) (A)             YEAR
<S>                                           <C>                     <C>                      <C>                   <C>
   Fiscal year ended December 30, 2001:
      Reserve for royalty receivables         $ 1,617                 $   133                  $ 187                 $1,937

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

                                              $ 8,297                  $2,098              $  (1,343)                $9,052
                                               ------                  ------              ---------                -------

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

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

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

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

      Reserve for possible franchise-
         related losses & contingencies        17,282                   2,371                (13,641)(b)              6,012
                                               ------                  ------              ---------                -------
                                              $20,280                  $2,096               $(14,701)                $7,675
                                               ------                  ------              ---------                -------
</TABLE>

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

(b) The decline in the reserves during 1999 substantially all relates to a
    franchisee settlement in Argentina.

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

<TABLE>
<CAPTION>

                                              DECEMBER 30,     DECEMBER 31,       JANUARY 2,
                                                  2001             2000              2000
                                                  ----             ----              ----
<S>                                              <C>              <C>               <C>
  Deducted from accounts receivable              $8,057           $5,544            $5,362
  Deducted from notes receivable - current          276              114               467
  Deducted from notes receivable - long-term        719            2,639             1,846
                                                 ------           ------            ------
                                                 $9,052           $8,297            $7,675
                                                 ======           ======            ======

</TABLE>


                                       14

<PAGE>


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

<TABLE>
<CAPTION>

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

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

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

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

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

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

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

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

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

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

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

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

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


                                       15
<PAGE>

<TABLE>
<CAPTION>

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

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

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

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

     (b)       New Regulations, as amended                   Incorporated herein by reference from Exhibit 3 of
                                                             Form 10-Q for the quarter ended July 2, 2000.

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

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

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

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

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

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

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

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

     (i)       Indenture between the Company and Bank        Attached hereto.
               One, National Association, pertaining to
               6.25% senior notes due November 15, 2011.

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

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

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



                                       16
<PAGE>

<TABLE>
<CAPTION>

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

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

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

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

     (e)       Executive Annual Performance Plan             Attached hereto.

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

     (g)       First Amendment to the Supplemental           Attached hereto.
               Executive Retirement Plan

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

     (i)       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.

     (j)       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.

     (k)       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.

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

     13        Portions of the Annual Report to              Incorporated herein by reference from the
               Shareholders set forth in the Financial       Financial Statements and Other Information
               Statements and Other Information furnished    furnished with the Company's Definitive 2002
               with the Company's Definitive 2002 Proxy      Proxy Statement, dated March 5, 2002.
               Statement, dated March 5, 2002, as
               described in Parts I and II of this Annual
               Report on Form 10-K.

     21        Subsidiaries of the Registrant                Attached hereto.

     23        Consent of PricewaterhouseCoopers LLP         Incorporated by reference to page 13
                                                             of this Form 10-K.

     24        Powers of Attorney                            Attached hereto.

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





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