The Wendy's Company (WEN) 8-K Wendy’s/Arby’s Group, Inc. Reports 2nd Quarter 2009 Results

EXHIBIT 99.2

Wendy's/Arby's Group, Inc. and Subsidiaries
Pro-forma Statement of Operations(1)
Fiscal 2008 by Quarter
(unaudited)
(In thousands except per share data)
	First			Second			Third			Fourth
	Quarter			Quarter			Quarter			Quarter (2)			2008
Revenues:
Sales	$	794,596		$	847,425		$	835,752		$	801,731		$	3,279,504
Franchise revenues		91,184			97,823			99,339			94,791			383,137
		885,780			945,248			935,091			896,522			3,662,641
Costs and expenses:
Cost of sales		693,806			732,983			718,518			697,217			2,842,524
General and administrative		116,676			109,563			102,955			125,610			454,804
Depreciation and amortization		47,635			46,724			46,225			46,017			186,601
Goodwill impairment		-			-			-			460,075			460,075
Impairment of other long-lived assets		202			1,363			15,445			3,582			20,592
Facilities relocation and corporate restructuring		1,141			1,446			747			3,101			6,435
Other operating expense (income), net		253			(778	)		(382	)		1,140			233
Wendy's special committee costs		6,657			8,566			69,008			-			84,231
		866,370			899,867			952,516			1,336,742			4,055,495
Operating profit (loss)		19,410			45,381			(17,425	)		(440,220	)		(392,854	)
Interest expense		(24,536	)		(24,913	)		(24,974	)		(25,989	)		(100,412	)
Gain on early extinguishment of debt		-			-			-			3,656			3,656
Investment income (loss), net		3,869			(3,383	)		8,825			6,249			15,560
Other than temporary losses on investments		(68,086	)		(3,500	)		(8,100	)		(33,055	)		(112,741	)
Other (expense) income, net		(4,796	)		1,320			(2,567	)		1,673			(4,370	)
(Loss) income from continuing operations before income taxes		(74,139	)		14,905			(44,241	)		(487,686	)		(591,161	)
Benefit from (provision for) income taxes		9,056			(2,486	)		888			89,460			96,918
(Loss) income from continuing operations		(65,083	)		12,419			(43,353	)		(398,226	)		(494,243	)
(Loss) income from discontinued operations, net of income taxes		-			-			1,219			998			2,217
Net (loss) income	$	(65,083	)	$	12,419		$	(42,134	)	$	(397,228	)	$	(492,026	)
EBITDA (a)	$	67,247		$	93,468		$	44,245		$	69,454		$	274,414
Basic and diluted (loss) income per share:
Continuing operations	$	(0.14	)	$	0.03		$	(0.09	)	$	(0.85	)	$	(1.05	)
Discontinued operations		-			-			-			-			-
Net income (loss)	$	(0.14	)	$	0.03		$	(0.09	)	$	(0.85	)	$	(1.05	)
Weighted average number of shares:		469,320			469,400			469,426			468,802			469,219
(a) The calculation of EBITDA and a reconciliation of consolidated EBITDA to net income (loss) follows:
EBITDA	$	67,247		$	93,468		$	44,245		$	69,454		$	274,414
Depreciation and amortization		(47,635	)		(46,724	)		(46,225	)		(46,017	)		(186,601	)
Goodwill impairment		-			-			-			(460,075	)		(460,075	)
Impairment of other long-lived assets		(202	)		(1,363	)		(15,445	)		(3,582	)		(20,592	)
Operating profit (loss)		19,410			45,381			(17,425	)		(440,220	)		(392,854	)
Interest expense		(24,536	)		(24,913	)		(24,974	)		(25,989	)		(100,412	)
Gain (loss) on early extinguishment of debt		-			-			-			3,656			3,656
Investment income (loss), net		3,869			(3,383	)		8,825			6,249			15,560
Other than temporary losses on investments		(68,086	)		(3,500	)		(8,100	)		(33,055	)		(112,741	)
Other (expense) income, net		(4,796	)		1,320			(2,567	)		1,673			(4,370	)
(Loss) income from continuing operations before income taxes		(74,139	)		14,905			(44,241	)		(487,686	)		(591,161	)
Benefit from (provision for) income taxes		9,056			(2,486	)		888			89,460			96,918
(Loss) income from continuing operations		(65,083	)		12,419			(43,353	)		(398,226	)		(494,243	)
(Loss) income from discontinued operations, net of income taxes		-			-			1,219			998			2,217
Net (loss) income	$	(65,083	)	$	12,419		$	(42,134	)	$	(397,228	)	$	(492,026	)
Reconciliation of EBITDA to Adjusted EBITDA
EBITDA	$	67,247		$	93,468		$	44,245		$	69,454		$	274,414
Plus:  Wendy's special committee costs		6,657			8,566			69,008			-			84,231
Plus:  Facilities relocation and corporate restructuring		1,141			1,446			747			3,101			6,435
Plus:  Integration costs included in general and administrative		-			-			-			1,857			1,857
Adjusted EBITDA	$	75,045		$	103,480		$	114,000		$	74,412		$	366,937

(1) The unaudited pro-forma statement of operations is based upon the historical consolidated financial statements of Wendy’s/Arby’s Group, Inc.(formerly Triarc Companies, Inc.) and Wendy’s International, Inc. and has been prepared to illustrate the effect of the September 29, 2008 merger in which Wendy’s became a wholly owned subsidiary of Wendy’s/Arby’s. The pro-forma results of operations are prepared on an “as if” basis assuming the merger with Wendy’s occurred at the beginning of 2008 and includes the effect of the revised preliminary purchase price allocation as of June 28, 2009.

(2) Represents actual (post-merger) results as adjusted to reflect the revised preliminary purchase price allocation as of June 28, 2009.