CERRAMIENTOS, PASOS Y PASTORES ELÉCTRICOS

Not applicable.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The management of Wendy’s/Arby’s and Wendy’s/Arby’s Restaurants, under the supervision and with the participation of their Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of their disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of January 2, 2011. Based on such evaluations, the Chief Executive Officer and Chief Financial Officer concluded that as of January 2, 2011, the disclosure controls and procedures of Wendy’s/Arby’s and Wendy’s/Arby’s Restaurants were effective in (1) recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by each company in the reports that it files or submits under the Exchange Act and (2) ensuring that information required to be disclosed by each company in such reports is accumulated and communicated to management, including the Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

The management of Wendy’s/Arby’s and Wendy’s/Arby’s Restaurants is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act). The management of Wendy’s/Arby’s and Wendy’s/Arby’s Restaurants, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, carried out an assessment of the effectiveness of our internal control over financial reporting for Wendy’s/Arby’s and Wendy’s/Arby’s Restaurants as of January 2, 2011. The assessment was performed using the criteria for effective internal control reflected in the Internal Control- Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the assessment of the system of internal control for Wendy’s/Arby’s and Wendy’s/Arby’s Restaurants, the management of each company believes that as of January 2, 2011, internal control over financial reporting of Wendy’s/Arby’s and Wendy’s/Arby’s Restaurants were effective.

(Wendy’s/Arby’s)

Our independent registered public accounting firm, Deloitte & Touche LLP, has issued an attestation report dated March 2, 2011 on Wendy’s/Arby’s internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

There were no changes in the internal control over financial reporting of Wendy’s/Arby’s and Wendy’s/Arby’s Restaurants made during the quarter that materially affected, or are reasonably likely to materially affect, their internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

There are inherent limitations in the effectiveness of any control system, including the potential for human error and the circumvention or overriding of the controls and procedures. Additionally, judgments in decision- making can be faulty and breakdowns can occur because of simple error or mistake. An effective control system can provide only reasonable, not absolute, assurance that the control objectives of the system are adequately met. Accordingly, the management of Wendy’s/Arby’s and Wendy’s/Arby’s Restaurants, including their Chief Executive Officer and Chief Financial Officer, does not expect that the control system can prevent or detect all error or fraud. Finally, projections of any evaluation or assessment of effectiveness of a control system to future periods are

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Wendy’s/Arby’s Group, Inc.

Atlanta, Georgia

We have audited the internal control over financial reporting of Wendy’s/Arby’s Group, Inc. and subsidiaries (the “Company”) as of January 2, 2011, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 2, 2011, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s consolidated financial statements and financial statement schedule as of and for the year ended January 2, 2011 and our report dated March 2, 2011 expressed an unqualified opinion on those financial statements and financial statement schedule.

/s/ Deloitte & Touche LLP Atlanta, Georgia

Item 9B. Other Information.

In January 2011, Wendy’s/Arby’s announced that it is exploring strategic alternatives for the Arby’s brand, including a sale of the brand. To incent key members of senior management to remain with Wendy’s/Arby’s while strategic alternatives are under consideration, to provide an orderly transition if the Arby’s brand is sold and, with respect to Stephen E. Hare, Senior Vice President and Chief Financial Officer, to incentivize Mr. Hare to remain employed for at least three years if Arby’s is sold and the headquarters is moved to Ohio, the Wendy’s/Arby’s Compensation Committee has authorized Wendy’s/Arby’s to enter into retention agreements with Mr. Hare and Nils H. Okeson, Senior Vice President, General Counsel and Secretary.

The retention agreement with Mr. Hare would provide that if Arby’s is sold, Mr. Hare would consent under the terms of the December 18, 2008 letter agreement between Wendy’s/Arby’s and Mr. Hare to relocate to Ohio and that he would not assert that a “triggering event” had occurred under such letter agreement due to his being required to relocate to Ohio or due to the sale of Arby’s.

Within 30 days following a sale of Arby’s, Mr. Hare would receive $750,000. If within three years of receiving this cash award Mr. Hare voluntarily terminates his employment or his employment is terminated without cause (as defined in the December 18, 2008 letter agreement) by Wendy’s/Arby’s, he would be required to pay back a pro rata portion of the net amount received. If Wendy’s/Arby’s does not renew Mr. Hare’s employment under the December 18, 2008 letter agreement (which is subject to one year renewable terms) or if he remains employed by Wendy’s/Arby’s for three years after receiving the cash award, he would not have to pay back any of the cash award.

Within 30 days following a sale of Arby’s, Mr. Hare would be awarded restricted stock with a value of $750,000. The restricted stock would vest three years after it is awarded (the “Stated Vesting Date”). However, if Mr. Hare’s employment is involuntarily terminated by Wendy’s/Arby’s without cause prior to the Stated Vesting Date, the restricted stock would vest on a prorated basis. If Wendy’s/Arby’s does not renew Mr. Hare’s employment under the December 18, 2008 letter agreement, all of the restricted stock would vest on his last day of employment.

If Arby’s is sold, Mr. Hare would receive a cash deal success bonus of $100,000 plus 0.15% of the consideration received by Wendy’s/Arby’s. Consideration would exclude all liabilities for indebtedness of Arby’s assumed by the buyer. Payment of the deal success fee would be made when consideration for the Arby’s sale is paid to the seller.

Wendy’s/Arby’s would also provide for Mr. Hare’s relocation from Atlanta in accordance with Wendy’s/Arby’s standard relocation policy (which does not include loss protection on the sale of an executive’s home), as well as a $130,000 moving bonus payable within 30 days of a sale of Arby’s. If Mr. Hare voluntarily terminates his employment within 12 months of starting the relocation process he would be required to pay back benefits received under the relocation policy.

If Arby’s is not sold, Mr. Hare would not be required to relocate to Ohio and no benefits would be payable under the retention agreement. The December 18, 2008 letter agreement with Mr. Hare will remain in effect and the provisions of the retention agreement are in addition to any other separation payments or benefits for which Mr. Hare would be eligible in the event that Wendy’s/Arby’s terminated his employment without cause or elected not to renew the letter agreement.

The retention agreement with Mr. Okeson would provide that Mr. Okeson agrees to remain employed with Wendy’s/Arby’s for a period of 6 months after a sale of Arby’s, and that he would be paid a retention bonus in cash of $500,000, one-third of which would be payable within 7 days of the sale of Arby’s with the remainder payable 6 months thereafter. If Mr. Okeson voluntarily terminates employment with Wendy’s/Arby’s or is terminated with cause (as defined in the December 18, 2008 letter agreement between Wendy’s/Arby’s and Mr. Okeson) prior to 6 months after the sale of Arby’s, he would not receive any further retention bonus payments under the retention agreement. If Mr. Okeson’s employment is involuntarily terminated without cause before either payment date, he would receive the remaining payments.

If Arby’s is sold and Mr. Okeson remains employed through the date 6 months after such sale, or if his employment is terminated without cause prior to that date, he would receive the compensation described in the December 18, 2008 letter agreement and any currently outstanding stock options or time based restricted stock awards would vest and Mr. Okeson would have 18 months to exercise vested stock options.

PART III

Items 10, 11, 12, 13 and 14.

The information for Wendy’s/Arby’s required by Items 10, 11, 12 and 13 and for the Companies by Item 14 will be furnished on or prior to May 2, 2011 (and is hereby incorporated by reference) by an amendment hereto or pursuant to a definitive proxy statement involving the election of directors pursuant to Regulation 14A that will contain such information. Notwithstanding the foregoing, information appearing in the section “Audit Committee Report” shall not be deemed to be incorporated by reference in this Form 10-K.

PART IV