Wendy's International, Inc. Announces Accelerated Repurchase of 3.75 Million Shares for Approximately $207 Million

Wendy's International, Inc. (NYSE:WEN)

-- Company continues to demonstrate significant progress on strategic initiatives to generate long-term value for all stakeholders

-- Key steps under way to improve Wendy's brand performance

Wendy's International, Inc. (NYSE:WEN) today announced the buyback of 3.75 million shares of its common stock for approximately $207 million in an accelerated share repurchase (ASR) transaction. The common shares were placed into treasury to be used for general corporate purposes.

Following the accelerated share repurchase transaction, the Company has about $900 million remaining under a stock repurchase authorization from its Board of Directors.

Since 1998, the Company has bought back more than 46 million shares for approximately $1.3 billion, including today's announced transaction, at an average price of approximately $29 per share. Since 2000, the Company has bought back more than 29 million shares for approximately $931 million at an average price of approximately $31 per share.

Progress with Strategic Initiatives continues

"This accelerated share repurchase is the latest example of the continued progress we are making with our strategic initiatives," said Chairman and Chief Executive Officer Jack Schuessler.

"Our Board of Directors and management are united in our goal of enhancing value for our shareholders, franchisees and other stakeholders, as demonstrated by the actions we have taken in the second half of 2005. Our strategy focuses on the long-term success of the Company, our brands and our relationships with franchisees."

Over the past four months, the Company has successfully implemented the following initiatives, which were initially announced on July 29 as part of a comprehensive plan to improve the financial performance of the overall Company and its Wendy's(R) brand:

-- August 16: Completed a two million-share, $98 million ASR.

-- December 1: Filed a Form S-1 registration statement with the United States Securities and Exchange Commission for a 15 to 18 percent initial public offering (IPO) of Tim Hortons Inc. The Company plans to list Tim Hortons' shares on the New York Stock Exchange and Toronto Stock Exchange. The stock trading symbol will be THI.

-- December 15: Paid off $100 million in 6.35% notes.

-- Second half of 2005: Sold more than 175 real estate properties to franchisees and third parties, which will result in a pretax gain of approximately $64 million and approximately $169 million in cash proceeds.

-- Second half of 2005: Closed more than 40 underperforming Wendy's restaurants that were negatively impacting profits and returns.

-- Today: Completed the 3.75 million-share, $207 million ASR mentioned above.

"We are extremely confident in our comprehensive plan," said Schuessler. "In addition to the initiatives, we are focused on further improving restaurant operations and on implementing our previously announced product and marketing initiatives in 2006."

Wendy's began new marketing for its Super Value Menu(TM) on December 28, in conjunction with its hamburger personalization advertising, which will resume in early January.

Fourth-quarter sales release set for January 6

The Company will release its fourth-quarter sales at approximately 8 a.m. on Friday, Jan. 6 and will host a brief conference call at 8:30 a.m. the same day to discuss progress on its strategic initiatives. The Company does not intend to host a question-and-answer session as part of this conference call. Investors may participate in the call in either of the following ways:

-- Phone call: The dial-in number is [phone] (domestic) or [phone] (international). No need to register in advance.

-- Simultaneous Web Cast: Available at www.wendys-invest.com. The call will also be archived on the site.

ASR information

The initial price paid per share of the ASR was $55.17. The repurchased shares are subject to a future contingent-purchase price adjustment expected to be settled during the first quarter of 2006. The purchase price adjustment will be based upon the volume weighted average price during the actual repurchase period and is subject to certain provisions that establish a floor and a ceiling for the average share price in the Company's agreement with its broker-dealer, who will execute the repurchase transactions. The Company does not expect that the purchase price adjustment will be material. The purchase price adjustment will be reflected in the treasury stock line on the Company's balance sheet.

Tim Hortons IPO statement

A registration statement relating to Tim Hortons Inc. securities has been filed with the Securities and Exchange Commission, but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted prior to the time the registration statement becomes effective.

Wendy's International, Inc. overview

Wendy's International, Inc. is one of the world's largest restaurant operating and franchising companies with more than 9,800 total restaurants and quality brands - Wendy's Old Fashioned Hamburgers(R), Tim Hortons(R) and Baja Fresh(R) Mexican Grill. The Company has investments in two other quality brands - Cafe Express(TM) and Pasta Pomodoro(R). More information about the Company is available at www.wendys-invest.com.

Safe Harbor statement

Certain information in this news release, particularly information regarding future economic performance and finances, and plans, expectations and objectives of management, is forward looking. Factors set forth in our Safe Harbor under the Private Securities Litigation Reform Act of 1995, 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. Please review the Company's Safe Harbor statement at http://www.wendys-invest.com/safeharbor.

Cafe Express is a trademark of Cafe Express, LLC

Pasta Pomodoro is a registered trademark of Pasta Pomodoro, Inc.