UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
    ACT OF 1934

For the quarterly period ended July 1, 2007

                                       OR

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
    ACT OF 1934

For the transition period from ______________ to _______________

Commission file number: 1-2207
                        ------

                             TRIARC COMPANIES, INC.
                             ----------------------
             (Exact name of registrant as specified in its charter)

                    Delaware                              38-0471180
                    --------                              ----------
        (State or other jurisdiction of                (I.R.S. Employer
         incorporation or organization)              Identification No.)

      280 Park Avenue, New York, New York                   10017
      -----------------------------------                   -----
    (Address of principal executive offices)              (Zip Code)

                            (212) 451-3000
                            --------------
         (Registrant's telephone number, including area code)


              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

     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 whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.

     Large accelerated filer [X] Accelerated filer [ ] Non-accelerated filer [ ]

     Indicate  by check mark  whether  the  registrant  is a shell  company  (as
defined in Rule 12b-2 of the Exchange Act).

                                   Yes  [  ]         No   [X]

     There were 28,882,238  shares of the registrant's  Class A Common Stock and
63,879,317  shares of the  registrant's  Class B Common Stock  outstanding as of
July 31, 2007.





PART I. FINANCIAL INFORMATION
Item 1.  Financial Statements.

                     TRIARC COMPANIES, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS



                                                                                         December 31,           July 1,
                                                                                           2006 (A)              2007
                                                                                           --------              ----
                                                                                                   (In Thousands)
                                                                                                     (Unaudited)
ASSETS
                                                                                                      
Current assets:
     Cash and cash equivalents.........................................................$   148,152          $   134,543
     Restricted cash equivalents.......................................................      9,059                   --
     Short-term investments not pledged as collateral..................................    113,950               35,424
     Short-term investments pledged as collateral......................................      8,168                7,531
     Investment settlements receivable.................................................     16,599               13,047
     Accounts and notes receivable.....................................................     43,422               27,190
     Inventories.......................................................................     10,019                9,581
     Deferred income tax benefit.......................................................     18,414               26,494
     Prepaid expenses and other current assets.........................................     23,987               24,143
                                                                                       -----------          -----------
         Total current assets..........................................................    391,770              277,953
Restricted cash equivalents............................................................      1,939               41,575
Investments............................................................................     60,197               93,279
Properties.............................................................................    488,484              502,408
Goodwill ..............................................................................    521,055              524,044
Other intangible assets................................................................     70,923               68,030
Deferred income tax benefit............................................................         --               12,281
Other deferred costs and other assets..................................................     26,081               28,223
                                                                                       -----------          -----------
                                                                                       $ 1,560,449          $ 1,547,793
                                                                                       ===========          ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Notes payable.....................................................................$     4,564          $     4,300
     Current portion of long-term debt.................................................     18,118               17,750
     Accounts payable..................................................................     48,595               50,426
     Accrued expenses and other current liabilities....................................    150,045              162,881
     Current liabilities relating to discontinued operations...........................      9,254                9,286
     Deferred compensation payable to related parties..................................         --               41,439
                                                                                       -----------          -----------
        Total current liabilities......................................................    230,576              286,082
Long-term debt.........................................................................    701,916              713,317
Deferred income........................................................................     11,563               17,861
Deferred compensation payable to related parties.......................................     35,679                   --
Deferred income taxes..................................................................     15,532                   --
Minority interests in consolidated subsidiaries........................................     14,225               11,083
Other liabilities......................................................................     73,145               84,249
Stockholders' equity:
     Class A common stock..............................................................      2,955                2,955
     Class B common stock..............................................................      6,366                6,402
     Additional paid-in capital........................................................    311,609              288,159
     Retained earnings.................................................................    185,726              146,353
     Common stock held in treasury.....................................................    (43,695)             (16,857)
     Accumulated other comprehensive income............................................     14,852                8,189
                                                                                       -----------          -----------
        Total stockholders' equity.....................................................    477,813              435,201
                                                                                       -----------          -----------
                                                                                       $ 1,560,449          $ 1,547,793
                                                                                       ===========          ===========


(A)  Derived,  reclassified and restated from the audited consolidated financial
     statements as of December 31, 2006.

     See accompanying notes to condensed consolidated financial statements.





                     TRIARC COMPANIES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS



                                                                         Three Months Ended          Six Months Ended
                                                                       ---------------------        --------------------
                                                                       July 2,       July 1,        July 2,      July 1,
                                                                        2006          2007           2006         2007
                                                                        ----          ----           ----         ----
                                                                            (In Thousands Except Per Share Amounts)
                                                                                          (Unaudited)
                                                                                                  
Revenues:
     Net sales.......................................................$ 270,555       $ 278,572    $ 529,397    $ 545,070
     Royalties and franchise and related fees .......................   21,234          21,408       39,622       41,078
     Asset management and related fees ..............................   15,828          16,841       30,624       32,719
                                                                     ---------       ---------    ---------    ---------
                                                                       307,617         316,821      599,643      618,867
                                                                     ---------       ---------    ---------    ---------
Costs and expenses:
     Cost of sales, excluding depreciation and amortization..........  194,017         204,887      386,401      399,859
     Cost of services, excluding depreciation and amortization.......    5,910           6,308       11,430       13,198
     Advertising and promotions......................................   19,842          20,658       39,910       38,387
     General and administrative, excluding depreciation and
       amortization..................................................   58,345          55,975      118,495      113,558
     Depreciation and amortization, excluding amortization of
       deferred financing costs......................................   14,703          18,404       28,064       34,389
     Facilities relocation and corporate restructuring...............      775          79,044        1,578       79,447
     Loss on settlement of unfavorable franchise rights..............      658              --          658           --
                                                                     ---------       ---------    ---------    ---------
                                                                       294,250         385,276      586,536      678,838
                                                                     ---------       ---------    ---------    ---------
           Operating profit (loss)...................................   13,367         (68,455)      13,107      (59,971)
Interest expense.....................................................  (38,246)        (15,286)     (65,622)     (30,675)
Loss on early extinguishments of debt................................     (933)             --      (13,477)          --
Investment income, net...............................................   30,796          17,625       51,746       40,773
Gain on sale of unconsolidated business..............................       --           2,561        2,256        2,558
Other income, net....................................................    3,699             597        5,436        2,207
                                                                     ---------       ---------    ---------    ---------
           Income (loss) from continuing operations before income
              taxes and minority interests...........................    8,683         (62,958)      (6,554)     (45,108)
(Provision for) benefit from income taxes............................   (2,705)         36,002        2,932       28,559
Minority interests in income of consolidated subsidiaries............   (2,608)         (1,067)      (5,698)      (4,264)
                                                                     ---------       ---------    ---------    ---------
           Income (loss) from continuing operations..................    3,370         (28,023)      (9,320)     (20,813)
                                                                     ---------       ---------    ---------    ---------
Loss from discontinued operations, net of income taxes:
     Loss from operations............................................     (139)             --         (215)          --
     Loss on disposal................................................       --              --           --         (149)
                                                                     ---------       ---------    ---------    ---------
           Loss from discontinued operations.........................     (139)             --         (215)        (149)
                                                                     ---------       ---------    ---------    ---------
             Net income (loss).......................................$   3,231       $ (28,023)   $  (9,535)   $ (20,962)
                                                                     =========       =========    =========    =========

Basic and diluted income (loss) from continuing operations and net
     income (loss) per share of Class A common stock and Class B
     common stock....................................................$     .04       $   (.30)    $    (.11)   $    (.23)
                                                                     =========       =========    =========    =========








     See accompanying notes to condensed consolidated financial statements.





                     TRIARC COMPANIES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                                                                    Six Months Ended
                                                                                              --------------------------
                                                                                              July 2,            July 1,
                                                                                               2006               2007
                                                                                               ----               ----
                                                                                                   (In Thousands)
                                                                                                     (Unaudited)
                                                                                                       
Cash flows from continuing operating activities:
  Net loss..............................................................................$     (9,535)        $  (20,962)
  Adjustments to reconcile net loss to net cash provided by (used in) continuing
    operating activities:
       Facilities relocation and corporate restructuring, net provision (payments) .....      (3,032)            78,914
       Depreciation and amortization of properties......................................      23,313             27,997
       Amortization of other intangible assets and certain other items..................       4,751              6,392
       Amortization of deferred financing costs and original issue discount.............       1,125                977
       Write-off of previously unamortized deferred financing costs on early
         extinguishments of debt........................................................       4,783                 --
       Share-based compensation provision...............................................       7,508              6,869
       Receipt of deferred vendor incentive, net of amount recognized...................      11,978              5,886
       Minority interests in income of consolidated subsidiaries........................       5,698              4,264
       Straight-line rent accrual.......................................................       3,060              3,388
       Deferred compensation provision..................................................       1,147              2,516
       Loss from discontinued operations................................................         215                149
       Operating investment adjustments, net (see below)................................    (549,135)           (29,112)
       Deferred income tax benefit......................................................      (4,740)           (28,759)
       Payment of withholding taxes related to share-based compensation.................      (1,761)            (4,752)
       Gain on sale of unconsolidated business..........................................      (2,256)            (2,558)
       Unfavorable lease liability recognized...........................................      (2,682)            (2,241)
       Equity in undistributed earnings of investees....................................      (1,407)            (1,159)
       Charge for common stock issued to induce effective conversions of convertible
         notes..........................................................................       3,719                 --
       Other, net.......................................................................      (1,220)             1,716
       Changes in operating assets and liabilities:
           Decrease in accounts and notes receivables...................................      10,539             16,514
           Decrease in inventories......................................................       2,442                476
           Decrease in prepaid expenses and other current assets........................         132                410
           Decrease in accounts payable and accrued expenses and other current
             liabilities................................................................     (24,634)           (39,375)
                                                                                        ------------        -----------
              Net cash provided by (used in) continuing operating activities (A)........    (519,992)            27,550
                                                                                        ------------        -----------
Cash flows from continuing investing activities:
  Capital expenditures..................................................................     (33,057)           (34,154)
  Cost of business acquisitions, less cash acquired.....................................      (1,824)            (1,254)
  Investment activities, net (see below)................................................     603,990             18,849
  Proceeds from dispositions of assets..................................................       4,518                405
  Other, net............................................................................        (602)              (498)
                                                                                        ------------        -----------
              Net cash provided by (used in) continuing investing activities............     573,025            (16,652)
                                                                                        ------------        -----------
Cash flows from continuing financing activities:
  Dividends paid  ......................................................................     (28,277)           (16,119)
  Repayments of long-term debt and notes payable........................................     (55,715)           (11,145)
  Net contributions from (distributions to) minority interests in consolidated
    subsidiaries........................................................................       3,305             (7,378)
  Deferred financing costs..............................................................          --             (1,164)
  Proceeds from issuance of long-term debt and a note payable...........................      10,388             10,047
  Proceeds from exercises of stock options..............................................       5,841              1,371
                                                                                        ------------        -----------
              Net cash used in continuing financing activities..........................     (64,458)           (24,388)
                                                                                        ------------        -----------
Net cash used in continuing operations..................................................     (11,425)           (13,490)
                                                                                        ------------        -----------
Net cash used in discontinued operations:
  Operating activities..................................................................        (302)              (119)
  Investing activities..................................................................        (680)                --
                                                                                        ------------        -----------
                                                                                                (982)              (119)
                                                                                        ------------        -----------
Net decrease in cash and cash equivalents...............................................     (12,407)           (13,609)
Cash and cash equivalents at beginning of period........................................     202,840            148,152
                                                                                        ------------        -----------
Cash and cash equivalents at end of period..............................................$    190,433        $   134,543
                                                                                        ============        ===========










                     TRIARC COMPANIES, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)



                                                                                                  Six Months Ended
                                                                                            ----------------------------
                                                                                            July 2,              July 1,
                                                                                             2006                 2007
                                                                                             ----                 ----
                                                                                                  (In Thousands)
                                                                                                    (Unaudited)

                                                                                                      
Detail of cash flows related to investments:
  Operating investment adjustments, net:
    Proceeds from sales of trading securities and net settlements of trading
      derivatives.......................................................................$  4,079,231        $     6,019
    Cost of trading securities purchased................................................  (4,623,338)              (230)
    Net recognized (gains) losses from trading securities, derivatives and short
      positions in securities...........................................................       3,189             (9,292)
    Other net recognized gains, net of other than temporary losses......................      (7,477)           (26,058)
    Other...............................................................................        (740)               449
                                                                                        ------------        -----------
                                                                                        $   (549,135)       $   (29,112)
                                                                                        ============        ===========
  Investing investment activities, net:
    Proceeds from sales and maturities of available-for-sale securities and other
      investments.......................................................................$    137,277        $   113,897
    Cost of available-for-sale securities and other investments purchased...............     (68,049)           (64,471)
    Proceeds from securities sold short.................................................   6,968,981                 --
    Payments to cover short positions in securities.....................................  (6,219,536)                --
    Proceeds from sales of repurchase agreements, net...................................     523,047                 --
    Increase in restricted cash collateralizing securities obligations or held for
      investment........................................................................    (737,730)           (30,577)
                                                                                        ------------        -----------
                                                                                        $    603,990        $    18,849
                                                                                        ============        ===========

------------------
(A)  Net cash used in continuing  operating  activities and continuing investing
     activities  for the six months ended July 2, 2006 reflects the  significant
     net  purchases  of  trading  securities  and  net  settlements  of  trading
     derivatives,  which were principally funded by net proceeds from securities
     sold short and net proceeds from sales of repurchase  agreements.  Of these
     activities, $544,542,000 of the net purchases of trading securities and net
     settlements of trading  derivatives  and  $753,753,000  of the net proceeds
     from  securities  sold  short  and  sales  of  repurchase  agreements  were
     transacted through an investment fund,  Deerfield  Opportunities  Fund, LLC
     (the  "Opportunities   Fund"),  which  employed  leverage  in  its  trading
     activities and which, through September 29, 2006, was consolidated in these
     condensed  consolidated  financial  statements.  As of September  29, 2006,
     Triarc Companies, Inc. (collectively with its subsidiaries,  the "Company")
     effectively  redeemed its investment in the  Opportunities  Fund,  which in
     turn  had  liquidated   substantially  all  of  its  investment   positions
     subsequent to July 2, 2006. Accordingly, the Company does not have any cash
     flows associated with the Opportunities  Fund for the six months ended July
     1, 2007.  Under  accounting  principles  generally  accepted  in the United
     States of America,  the net  purchases  of trading  securities  and the net
     settlements of trading derivatives must be reported in continuing operating
     activities,  while the net proceeds from  securities sold short and the net
     sales  of  repurchase  agreements  are  reported  in  continuing  investing
     activities.





















     See accompanying notes to condensed consolidated financial statements.





                     TRIARC COMPANIES, INC. AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                  July 1, 2007
                                  (Unaudited)



(1)  Basis of Presentation

     The accompanying unaudited condensed consolidated financial statements (the
"Financial  Statements") of Triarc Companies,  Inc. ("Triarc" and, together with
its  subsidiaries,  the  "Company")  have been prepared in accordance  with Rule
10-01 of Regulation S-X  promulgated  by the Securities and Exchange  Commission
(the  "SEC")  and,  therefore,  do not include  all  information  and  footnotes
necessary for a fair presentation of financial  position,  results of operations
and cash flows in conformity with accounting  principles  generally  accepted in
the United States of America ("GAAP").  In the opinion of the Company,  however,
the Financial  Statements  contain all  adjustments,  consisting  only of normal
recurring  adjustments,  necessary  to present  fairly the  Company's  financial
position and results of operations as of and for the  three-month  and six-month
periods and its cash flows for the six-month periods, set forth in the following
paragraph.  The results of operations for the three-month and six-month  periods
ended July 1, 2007 are not necessarily  indicative of the results to be expected
for the full 2007 fiscal year. In that regard, the pending sale of a significant
subsidiary  described in Note 3, among other  matters,  would impact the results
for the  second  half of the 2007  fiscal  year  whereas  significant  corporate
restructuring charges described in Note 6 affected the 2007 first half and, to a
lesser  extent,  are  expected to affect the 2007 second half.  These  Financial
Statements should be read in conjunction with the audited consolidated financial
statements  and notes thereto  included in the  Company's  Annual Report on Form
10-K for the fiscal year ended December 31, 2006 (the "Form 10-K").

     The  Company  reports on a fiscal year basis  consisting  of 52 or 53 weeks
ending on the Sunday  closest to December 31.  However,  Deerfield & Company LLC
("Deerfield"),  in which the Company owns a 63.6% capital interest (see Note 3),
Deerfield  Opportunities  Fund,  LLC (the  "Opportunities  Fund"),  in which the
Company owned a 73.7% capital interest prior to the effective  redemption of its
investment on September 29, 2006, and DM Fund, LLC (the "DM Fund"), in which the
Company owned a 67% capital  interest  prior to the redemption of its investment
on December  31,  2006,  report or reported on a calendar  year basis  ending on
December  31. The  Company's  first half of fiscal 2006  commenced on January 2,
2006 and ended on July 2, 2006,  with its second quarter  commencing on April 3,
2006, except that Deerfield,  the Opportunities Fund and DM Fund are included on
a  calendar-period  basis.  The Company's first half of fiscal 2007 commenced on
January 1, 2007 and ended on July 1, 2007, with its second quarter commencing on
April 2, 2007, except that Deerfield is included on a calendar-period basis. The
periods  from April 3, 2006 to July 2, 2006 and  January 2, 2006 to July 2, 2006
are referred to herein as the  three-month  and six-month  periods ended July 2,
2006,  respectively.  The periods from April 2, 2007 to July 1, 2007 and January
1, 2007 to July 1, 2007 are referred to herein as the  three-month and six-month
periods ended July 1, 2007,  respectively.  Each quarter  contained 13 weeks and
each  half  contained  26  weeks.  The  effect  of  including   Deerfield,   the
Opportunities Fund and the DM Fund, as applicable,  in the Financial  Statements
on a calendar-period  basis,  instead of the Company's  fiscal-period basis, was
not  material to the  Company's  condensed  consolidated  financial  position or
results of operations.  All references to quarters,  six-month periods,  halves,
quarter-end(s)  and six-month  period  end(s)  herein  relate to fiscal  periods
rather  than  calendar   periods,   except  with  respect  to   Deerfield,   the
Opportunities Fund and the DM Fund as disclosed above.

     The Company's  consolidated  financial  statements  include the accounts of
Triarc and its  subsidiaries,  including  the  Opportunities  Fund  through  the
Company's  effective  redemption of its investment on September 29, 2006 and the
DM Fund through the Company's redemption of its investment on December 31, 2006.
The Company no longer  consolidates the accounts of the  Opportunities  Fund and
the  DM  Fund   subsequent   to  September  29,  2006  and  December  31,  2006,
respectively.

     Certain  amounts  included in the  accompanying  prior  periods'  condensed
consolidated  financial  statements have been reclassified  either to report the
results of operations and cash flows of two restaurants closed during the fourth
quarter of 2006 as  discontinued  operations (see Note 8) or to conform with the
current periods'  presentation.  In addition, the Financial Statements have been
restated, as applicable,  for the adoption of FASB Staff Position No. AUG-AIR-1,
"Accounting for Planned Major Maintenance Activities" (see Note 2).

     The effect of this restatement,  as well as the adjustment to the beginning
balance of retained  earnings  upon the adoption of FASB  Interpretation  No. 48
"Accounting  for  Uncertainty  in  Income  Taxes  - an  interpretation  of  FASB
Statement No. 109"  effective  January 1, 2007 (see Note 2), is reflected in the
following  summary of the changes in retained  earnings  from  December 31, 2006
through July 1, 2007 (in thousands):


                                                                                               
     Balance as reported at December 31, 2006...........................................................$  182,555
           Cumulative effect of change in accounting for planned major aircraft maintenance activities..     3,171
                                                                                                        ----------
     Balance as adjusted at December 31, 2006...........................................................   185,726
           Cumulative effect of change in accounting for uncertainty in income taxes....................    (2,275)
                                                                                                        ----------
     Balance as adjusted at January 1, 2007.............................................................   183,451
           Net loss.....................................................................................   (20,962)
           Cash dividends...............................................................................   (16,119)
           Accrued dividends on nonvested restricted stock..............................................       (17)
                                                                                                        ----------
     Balance at July 1, 2007............................................................................$  146,353
                                                                                                        ==========



(2)  Changes in Accounting Principles

     Effective January 1, 2007, the Company adopted the provisions of FASB Staff
Position No. AUG AIR-1,  "Accounting for Planned Major  Maintenance  Activities"
("FSP  AIR-1").  As a result,  the  Company now  accounts  for  scheduled  major
aircraft  maintenance  overhauls in accordance with the direct  expensing method
under which the actual cost of such  overhauls is  recognized  as expense in the
period it is incurred.  Previously,  the Company  accounted for scheduled  major
maintenance  activities in accordance  with the  accrue-in-advance  method under
which the estimated  cost of such overhauls was recognized as expense in periods
through  the  scheduled  date of the  respective  overhaul  with any  difference
between  estimated  and actual cost  recorded in results from  operations at the
time of the actual overhaul. In accordance with FSP AIR-1, the Company accounted
for  the  adoption  of  the  direct  expensing  method  retroactively  with  the
cumulative  effect of the change in  accounting  method as of January 2, 2006 of
$2,774,000  increasing retained earnings as of that date, which is the beginning
of the earliest period  presented.  The effect of this adoption on the Company's
accompanying  condensed consolidated balance sheet as of December 31, 2006 is to
reverse accruals for aircraft overhaul  maintenance  aggregating  $4,955,000 and
related  income tax benefits of  $1,784,000,  with the net effect of  $3,171,000
increasing retained earnings as of that date. The Company's consolidated results
of operations for the three-month and six-month  periods ended July 2, 2006 have
been restated.  For the  three-month  period ended July 2, 2006, the restatement
resulted in an increase in pretax income of $218,000,  or $139,000 net of income
taxes,  representing  an  increase  in basic  income per share of class A common
stock and diluted  income per share of class A and class B common  stock of $.01
and an  effect of less  than  $.01 on basic  income  per share of class B common
stock. For the six-month period ended July 2, 2006, the restatement  resulted in
a  decrease  in pretax  loss of  $435,000,  or  $278,000  net of  income  taxes,
representing  a reduction  in basic and diluted loss per share of class A common
stock and class B common stock of $.01.  The pretax  adjustments of $218,000 and
$435,000 were reported as reductions of "General and  administrative,  excluding
depreciation   and   amortization"   expense  in  the   accompanying   condensed
consolidated  statements of operations for the three-month and six-month periods
ended July 2, 2006, respectively.

     Effective  January 1, 2007,  the  Company  adopted the  provisions  of FASB
Interpretation  No.  48,  "Accounting  for  Uncertainty  in  Income  Taxes  - an
interpretation  of FASB Statement No. 109" ("FIN 48"). As a result,  the Company
now measures income tax  uncertainties  in accordance with a two-step process of
evaluating a tax  position.  The Company  first  determines if it is more likely
than not that a tax position  will be sustained  upon  examination  based on the
technical   merits   of  the   position.   A  tax   position   that   meets  the
more-likely-than-not  recognition  threshold  is then  measured  as the  largest
amount that has a greater than fifty percent  likelihood of being  realized upon
effective settlement.  In accordance with this method, as of January 1, 2007 the
Company  recognized  an  increase  in its  reserves  for  uncertain  income  tax
positions  of  $4,820,000  and an increase in its  liability  for  interest  and
penalties related to uncertain income tax positions of $734,000,  both partially
offset by an increase in its  deferred  income tax benefit of  $3,200,000  and a
reduction in the tax related liabilities of discontinued  operations of $79,000,
with the net effect of $2,275,000 decreasing retained earnings as of that date.

     In conjunction with the adoption of FIN 48, the Company recognized $480,000
and $966,000 of interest  related to uncertain  income tax positions  during the
three-month and six-month periods ended July 1, 2007, respectively,  included in
"Interest  expense" in the  accompanying  condensed  consolidated  statements of
operations.  The Company has approximately  $1,956,000 and $2,922,000 of accrued
interest  and  penalties  at  January  1, 2007 and July 1,  2007,  respectively,
associated  with its reserves for uncertain  income tax  positions.  The accrued
interest at July 1, 2007 consists of $506,000  included in "Accrued expenses and
other current liabilities" and $2,416,000 included in "Other liabilities" in the
accompanying condensed consolidated balance sheet.

     The statute of limitations for examination by the Internal  Revenue Service
(the  "IRS") of the  Company's  Federal  income  tax  return  for the year ended
December  29, 2002  expired  during  2006 and years prior  thereto are no longer
subject to  examination.  The  Company's  Federal  income tax  returns for years
subsequent to December 29, 2002 are not currently  under  examination by the IRS
although some of its state income tax returns are currently  under  examination.
The  Company  has  received  notices of  proposed  tax  adjustments  aggregating
$6,424,000  million in connection with certain of these state income tax returns
principally  relating  to  discontinued  operations.  However,  the  Company  is
contesting  these proposed  adjustments and,  accordingly,  cannot determine the
ultimate  amount of any  resulting  tax  liability  or any related  interest and
penalties.

     At  January 1, 2007 and July 1,  2007,  the  Company  had  $13,157,000  and
$13,812,000,  respectively,  of  reserves  for  uncertain  income tax  positions
related to  continuing  operations,  all of which  would  affect  the  Company's
effective  income  tax  rate if they  are not  utilized.  The  Company  does not
currently anticipate that total reserves for uncertain income tax positions will
significantly  change as a result of the settlement of income tax audits and the
expiration of statute of  limitations  for  examining  the Company's  income tax
returns prior to July 2, 2008.

(3)  Pending Deerfield Sale

     On April 19, 2007, the Company entered into a definitive  agreement whereby
Deerfield  Triarc Capital Corp.  (the "REIT"),  a real estate  investment  trust
managed by Deerfield,  will acquire  Deerfield (the "Pending  Deerfield  Sale").
Deerfield  represents  substantially  all  of  the  Company's  asset  management
business  segment (see Note 12). At July 1, 2007,  the Company owned 2.6% of the
REIT and accounts for its  investment in the REIT in accordance  with the equity
method.  The total  consideration  to be  received  by the Company and the other
members of Deerfield was valued at  approximately  $300,000,000  as of April 19,
2007,  consisting  principally of $145,000,000 in cash,  9,635,000 shares of the
REIT,  which had a market  value of  approximately  $145,000,000  based upon the
average of the closing  prices of the REIT common stock for the ten trading days
prior to April 19, 2007 (the "REIT  Average  Stock  Price") of $15.05 per share,
the  distribution  of 330,000 shares of the REIT currently owned by Deerfield to
the selling members,  which had a market value based upon the REIT Average Stock
Price of approximately  $5,000,000 and cash  distributions from Deerfield to the
selling  members.  The  consideration  to be  received  by the Company and other
members of  Deerfield  is subject to  adjustment  under  certain  circumstances,
including a deduction for any amount  outstanding  under the  revolving  note of
Deerfield,  which is  $2,000,000  as of July 1, 2007.  Based on the REIT Average
Stock Price of $15.05,  the  Company  would  receive  minimum  consideration  of
approximately  $170,000,000 before expenses and amounts to be held in escrow for
its  capital  interest  of 63.6% and its  profits  interest of at least 52.3% in
Deerfield.  However,  at July 1, 2007, the market price of the REIT common stock
was $14.63 per share and as of July 31, 2007 it had declined to $10.97 per share
and has continued to decline  subsequent to that date.  The total  consideration
that the Company will receive, including the number of shares it will receive in
the REIT,  is dependent  upon  Triarc's  profits  interest in Deerfield  and the
actual price of the REIT common  stock at the time of closing.  A portion of the
consideration,  in the  form  of  approximately  2,500,000  shares  of the  REIT
issuable in the transaction, will be deposited into an escrow account to be used
to satisfy  any  indemnification  claims  related to  Deerfield  and will not be
reflected as  consideration  until released from escrow.  The Pending  Deerfield
Sale is subject to customary closing  conditions,  including as of July 1, 2007,
approval by the REIT stockholders, the finalization of funding under a financing
commitment  received  by the REIT for the cash  portion of the sales price and a
registration  statement covering resale of the REIT shares to be received by the
Company  being  declared  effective  by the SEC.  On  August 9,  2007,  the REIT
stockholders approved the Pending Deerfield Sale. The sale is currently expected
to close on August 14,  2007 and the  Company  currently  expects  the sale will
result in  significantly  lower proceeds than the approximate  $300,000,000  set
forth  above as a result of the  decline in the market  price of the REIT common
stock previously disclosed.

     Two of  Deerfield's  executives,  one of whom is a former  director  of the
Company, in the aggregate currently hold approximately  one-third of the capital
interests and profit  interests in Deerfield.  Those executives have rights (the
"Put Rights")  under  Deerfield's  existing  operating  agreement to require the
Company to  acquire,  for cash,  a  substantial  portion of their  interests  in
Deerfield under certain  circumstances.  In that regard, the Put Right of one of
those  executives  can be exercised  upon the sale of Deerfield  and in May 2007
that  executive  gave  notice  exercising  his right to require  the  Company to
purchase his approximate  one-quarter interests in Deerfield concurrent with the
closing of the Pending Deerfield Sale (the "Put Exercise"). Since this executive
has the right to be paid in cash, the amount to be paid to such executive is not
affected by any change in the common stock price of the REIT subsequent to April
19, 2007 and is currently  estimated to be between  $70,000,000 and $75,000,000.
The Company,  however,  would receive a combination of cash and shares issued by
the REIT for such interests upon the sale of Deerfield of which a portion of the
shares  will  be  held in  escrow.  Subsequent  to the  closing  of the  Pending
Deerfield  Sale and  assuming  the  Company  receives  all of the shares held in
escrow  for which the  Company  is  entitled,  and the  additional  shares to be
received from the sale of the Deerfield  interests to be acquired  under the Put
Exercise,  the Company expects that it will own  approximately  15% of the REIT,
including  1,000,000 shares of the REIT, or approximately 2%, that are currently
held in  deferred  compensation  trusts that will be  distributed  to two former
executives of the Company during the second half of 2007 (see Note 10).

     The  results  of  operations  of  Deerfield   have  been  included  in  the
accompanying condensed consolidated financial statements for the three-month and
six-month  periods  ended July 2, 2006 and July 1, 2007 and will  continue to be
reported in the Company's results of operations  through the date of the Pending
Deerfield  Sale. The Company does not anticipate that Deerfield will be reported
as a discontinued  operation since the Company will have significant  continuing
involvement  in  the  operations  of  Deerfield   after  the  sale  through  the
significant  number of REIT shares that it will own subsequent to the closing of
the Pending Deerfield Sale.

     Summary financial data for Deerfield, which, as discussed above, represents
substantially all of the Company's asset management business,  as of and for the
six months ended July 1, 2007 is as follows (in thousands):


                                                     
              Total assets..............................$     128,508
              Revenues..................................       32,719
              Operating profit..........................        4,001
              Income from continuing operations before
                income taxes and minority interests.....        3,268


(4)  Comprehensive Income (Loss)

     The  following  is a summary  of the  components  of  comprehensive  income
(loss), net of income taxes and minority interests (in thousands):



                                                                        Three Months Ended           Six Months Ended
                                                                        -------------------         -------------------
                                                                        July 2,     July 1,         July 2,     July 1,
                                                                         2006         2007           2006        2007
                                                                         ----         ----           ----        ----

                                                                                                  
      Net income (loss)...............................................$  3,231     $ (28,023)    $  (9,535)   $ (20,962)
      Net unrealized gains (losses), including reclassification
        of prior period unrealized losses (gains), on
        available-for-sale securities (see below).....................     871         1,936         2,781       (7,067)
      Net unrealized gains on cash flow hedges (see below)............   1,149         1,062         2,973          134
      Net change in currency translation adjustment...................     (39)          223            10          270
                                                                      --------     ---------     ---------    ---------
        Comprehensive income (loss)...................................$  5,212     $ (24,802)    $  (3,771)   $ (27,625)
                                                                      ========     =========     =========    =========



     The following is a summary of the  components of the net  unrealized  gains
(losses) on available-for-sale securities included in other comprehensive income
(loss) (in thousands):



                                                                        Three Months Ended            Six Months Ended
                                                                        -------------------         -------------------
                                                                        July 2,      July 1,        July 2,     July 1,
                                                                         2006         2007           2006        2007
                                                                         ----         ----           ----        ----

                                                                                                  
      Unrealized holding gains arising during the period..............$  3,178     $   4,560     $   6,689    $   6,034
      Reclassifications of prior period unrealized holding
        (gains) losses into net income or loss........................    (547)         (690)           67      (16,606)
      Unrealized holding gain arising from the reclassification of
        an investment previously accounted for under the
        equity method to an available-for-sale investment.............      --           550            --          550
      Equity in change in unrealized holding losses arising
        during the period.............................................  (1,338)       (1,479)       (2,499)      (1,122)
                                                                      --------     ---------     ---------    ---------
                                                                         1,293         2,941         4,257      (11,144)
      Income tax (provision) benefit..................................    (492)       (1,069)       (1,570)       3,999
      Minority interests in change in unrealized holding
        gains and losses of a consolidated subsidiary.................      70            64            94           78
                                                                      --------     ---------     ---------    ---------
                                                                      $    871     $   1,936     $   2,781    $  (7,067)
                                                                      ========     =========     =========    =========


      The following is a summary of the components of the net unrealized gains
on cash flow hedges included in other comprehensive income (loss) (in
thousands):



                                                                        Three Months Ended            Six Months Ended
                                                                        -------------------         -------------------
                                                                        July 2,      July 1,        July 2,     July 1,
                                                                         2006         2007           2006        2007
                                                                         ----         ----           ----        ----

                                                                                                  
      Unrealized holding gains arising during the period..............$  1,471     $     981     $   3,495    $     798
      Reclassifications of prior period unrealized holding
        gains into net income or loss.................................    (316)         (512)         (404)      (1,033)
      Equity in change in unrealized holding gains arising
        during the period.............................................     727         1,213         1,695          434
                                                                      --------     ---------     ---------    ---------
                                                                         1,882         1,682         4,786          199
      Income tax provision............................................    (733)         (620)       (1,813)         (65)
                                                                      --------     ---------     ---------    ---------
                                                                      $  1,149     $   1,062     $   2,973    $     134
                                                                      ========     =========     =========    =========



(5)  Income (Loss) Per Share

     Basic income  (loss) per share has been  computed by dividing the allocated
income  or loss for the  Company's  class A common  stock  (the  "Class A Common
Stock" or "Class A Common  Shares") and the Company's  class B common stock (the
"Class B Common  Stock"  or "Class B Common  Shares")  by the  weighted  average
number of shares of each class.  Both factors are presented in the tables below.
Net income for the three-month  period ended July 2, 2006 was allocated  between
the Class A Common Stock and Class B Common  Stock based on the actual  dividend
payment  ratio.  Net loss for the  six-month  period  ended July 2, 2006 and the
three-month and six-month periods ended July 1, 2007 was allocated equally among
each share of Class A Common  Stock and Class B Common  Stock,  resulting in the
same loss per share for each class for each of these respective periods.

     Diluted income per share for the three-month  period ended July 2, 2006 has
been computed by dividing the allocated  income for the Class A Common Stock and
Class B Common Stock by the weighted average number of shares of each class plus
the potential  common share effects on each class of (1) dilutive stock options,
computed  using  the  treasury  stock  method,  and  (2)  contingently  issuable
performance-based  restricted  shares of Class A Common Stock and Class B Common
Stock  (the  "Restricted  Shares")  for which  vesting  was  dependent  upon the
Company's  Class B Common Stock  meeting  certain  market price targets and that
would have been  issuable  based on the market  price of the  Company's  Class B
Common  Stock as of July 2, 2006,  both as  presented  in the table  below.  The
shares used to calculate  diluted  income per share for the  three-month  period
ended July 2, 2006 exclude any effect of the Company's 5% convertible  notes due
2023 (the  "Convertible  Notes")  which would have been  antidilutive  since the
after-tax  interest on the  Convertible  Notes per share of Class A Common Stock
and Class B Common Stock  obtainable on conversion  exceeded the reported  basic
income from  continuing  operations  per share.  Diluted  loss per share for the
six-month  period ended July 2, 2006 and the three-month  and six-month  periods
ended  July 1, 2007 was the same as basic  loss per share for each  share of the
Class A Common Stock and Class B Common Stock since the Company  reported a loss
from  continuing  operations  and,  therefore,  the  effect  of all  potentially
dilutive securities on the loss from continuing  operations per share would have
been antidilutive.  The basic and diluted loss from discontinued  operations per
share for the  three-month  and  six-month  periods  ended  July 2, 2006 and the
six-month  period  ended  July 1, 2007 was less than $.01 and,  therefore,  such
effect is not presented on the condensed consolidated  statements of operations.
In addition,  the  reported  diluted and basic income per share are the same for
each respective  class of common stock for the three-month  period ended July 2,
2006 since the difference is less than $.01.

     In February 2006,  $165,776,000 of the Convertible  Notes were  effectively
converted  into 4,144,000 and 8,289,000  shares of the Company's  Class A Common
Stock and Class B Common  Stock,  respectively,  and,  in May and June 2006,  an
additional $1,604,000 of the Convertible Notes were converted,  for which 25,000
and  50,000  shares  of the  Company's  Class A Common  Stock and Class B Common
Stock, respectively, were issued as of July 2, 2006 and 15,000 and 30,000 shares
of the Company's  Class A Common Stock and Class B Common  Stock,  respectively,
were issued  subsequent  to July 2, 2006,  as  disclosed in Note 7. The weighted
average  effect of these  shares is  included  in the basic and  diluted  income
(loss) per share calculations from the dates of their issuance.

     The only  Company  securities  as of July 1, 2007 that could  dilute  basic
income  per share for  periods  subsequent  to July 1, 2007 are (1)  outstanding
stock options which can be exercised into 459,000 shares and 4,971,000 shares of
the Company's Class A Common Stock and Class B Common Stock,  respectively,  (2)
193,000  nonvested  restricted  Class B Common Shares which were granted in 2007
and vest over three years, (3) 33,000  contingently  issuable  performance-based
restricted  shares of the  Company's  Class B Common Stock which were granted in
2007 and (4)  $2,100,000 of remaining  Convertible  Notes which are  convertible
into 52,000 shares and 105,000 shares of the Company's  Class A Common Stock and
Class B Common Stock, respectively.

     Income (loss) per share has been computed by allocating  the income or loss
as follows (in thousands):



                                                                    Three Months Ended             Six Months Ended
                                                                -------------------------      -----------------------
                                                                   July 2,        July 1,      July 2,          July 1,
                                                                    2006           2007         2006             2007
                                                                    ----           ----         ----             ----

                                                                                                  
      Class A Common Stock:
          Continuing operations.................................$   1,031       $  (8,749)     $  (2,940)     $  (6,500)
          Discontinued operations...............................      (42)             --            (68)           (47)
                                                                ---------       ---------      ---------      ---------
          Net income (loss).....................................$     989       $  (8,749)     $  (3,008)     $  (6,547)
                                                                =========       =========      =========      =========

      Class B Common Stock:
          Continuing operations.................................$   2,339       $ (19,274)     $  (6,380)     $ (14,313)
          Discontinued operations...............................      (97)             --           (147)          (102)
                                                                ---------       ---------      ---------      ---------
          Net income (loss).....................................$   2,242       $ (19,274)     $  (6,527)     $ (14,415)
                                                                =========       =========      =========      =========


     The number of shares used to calculate  basic and diluted income (loss) per
share were as follows (in thousands):



                                                                    Three Months Ended             Six Months Ended
                                                                -------------------------      -----------------------
                                                                   July 2,        July 1,       July 2,         July 1,
                                                                    2006           2007          2006            2007
                                                                    ----           -----         ----            ----
                                                                                                  
      Class A Common Stock:
        Basic weighted average shares outstanding...............   27,622          28,821         26,795         28,790
             Dilutive effect of stock options...................      867              --             --             --
             Contingently issuable Restricted Shares............       94              --             --             --
                                                                ---------       ---------      ---------      ---------
        Diluted shares..........................................   28,583          28,821         26,795         28,790
                                                                =========       =========      =========      =========

      Class B Common Stock:
        Basic weighted average shares outstanding...............   59,939          63,490         58,141         63,389
             Dilutive effect of stock options...................    2,418              --             --             --
             Contingently issuable Restricted Shares............      459              --             --             --
                                                                ---------       ---------      ---------      ---------
        Diluted shares..........................................   62,816          63,490         58,141         63,389
                                                                =========       =========      =========      =========


(6)  Facilities Relocation and Corporate Restructuring

     The  facilities  relocation  and  corporate  restructuring  charges for the
six-month  period  ended  July 2, 2006  consisted  of  $578,000  related  to the
Company's  restaurant  business  segment  and  $1,000,000  of general  corporate
charges.  The charges for the  six-month  period  ended July 1, 2007  consist of
$254,000 related to the Company's restaurant business segment and $79,193,000 of
general corporate charges.  The charges in the restaurant segment in each period
principally  related to additional charges associated with the Company combining
its  existing  restaurant  operations  with  those of the RTM  Restaurant  Group
("RTM") following the acquisition of RTM in July 2005,  including relocating the
corporate office of the restaurant  group from Fort  Lauderdale,  Florida to new
offices in Atlanta,  Georgia.  The general  corporate  charge for the  six-month
period ended July 2, 2006 relates to the Company's decision in December 2005 not
to relocate Triarc's corporate offices from New York City to Rye Brook, New York
and represents an adjustment to the previously estimated costs resulting from an
increase in the  estimated  marketing  time needed to  sublease  the space.  The
Company incurred and recognized  additional  facilities relocation and corporate
restructuring  charges  during the remainder of fiscal 2006 as described in more
detail in Note 18 to the consolidated financial statements contained in the Form
10-K.

     The general  corporate  charge for the six-month  period ended July 1, 2007
principally  related to the ongoing  transfer of  substantially  all of Triarc's
senior executive  responsibilities to the Arby's Restaurant Group executive team
in Atlanta, Georgia (the "Corporate Restructuring").  In April 2007, the Company
announced  that in light of the Pending  Deerfield  Sale, it will be closing its
New York headquarters and combining its corporate operations with its restaurant
operations in Atlanta, Georgia, which is expected to be completed in early 2008.
Accordingly,  to facilitate this transition, the Company entered into negotiated
contractual  settlements (the "Contractual  Settlements") with its Chairman, who
was also the then Chief Executive Officer,  and its Vice Chairman,  who was also
the then President and Chief Operating Officer,  (the  "Executives")  evidencing
the  termination  of  their  employment   agreements  and  providing  for  their
resignation as executive  officers as of June 29, 2007 (the "Separation  Date").
Under the terms of the  Contractual  Settlements,  the Chairman and former Chief
Executive  Officer is entitled to a payment  consisting of cash and  investments
with a fair value of  $50,289,000  as of July 1, 2007 and the Vice  Chairman and
former President and Chief Operating Officer is entitled to a payment consisting
of cash and  investments  with a fair value of  $25,144,000  as of July 1, 2007,
both subject to applicable withholding taxes. The Company has funded the payment
obligations  to the  Executives,  net of applicable  withholding  taxes,  by the
transfer  of cash and  investments  to deferred  compensation  trusts (the "2007
Trusts")  held by the Company (see Note 10 for detailed  disclosure  of the 2007
Trusts).  The  general  corporate  charge of  $79,193,000  reflects  the payment
entitlements  under the  Contractual  Settlements,  as well as severance  due to
another  former  executive,  excluding  incentive  compensation  relating to the
six-month  period ended July 1, 2007 and including  applicable  employer payroll
taxes.  The  Company  expects  to  incur  additional   severance  and  incentive
compensation  of  approximately  $7,500,000  with  respect  to  other  New  York
headquarters'  executives and employees during the second half of 2007 and early
2008, as well as an anticipated loss of approximately $850,000 on properties and
other assets at its New York  headquarters,  principally  reflecting  assets for
which the appraised  value was less than book value,  sold subsequent to July 1,
2007  to an  affiliate  of the  Executives  (see  Note  10),  all as part of the
Corporate Restructuring.  In addition, the Company expects to incur a $2,000,000
severance charge relating to its asset management  business segment with respect
to the chief  executive  officer of  Deerfield  upon  completion  of the Pending
Deerfield Sale.

     The  components of the facilities  relocation  and corporate  restructuring
charges and an analysis of activity in the  facilities  relocation and corporate
restructuring  accrual during the six-month  periods ended July 2, 2006 and July
1, 2007 are as follows (in thousands):



                                                                     Six Months Ended
                                                                        July 2, 2006
                                                       ---------------------------------------------
                                                         Balance                             Balance
                                                       January 1,  Provisions                July 2,
                                                          2006    (Reductions)  Payments      2006
                                                          ----    ------------  --------      ----
                                                                              
Restaurant Business Segment:
   Cash obligations:
      Severance and retention incentive compensation...$   3,812  $      730    $ (2,874) $   1,668
      Employee relocation costs........................    1,544        (146)(a)    (610)       788
      Office relocation costs..........................      260         (33)(a)    (114)       113
      Lease termination costs..........................      774          27        (258)       543
                                                       ---------  ----------    --------- ---------
         Total restaurant business segment.............    6,390         578      (3,856)     3,112
General Corporate:
   Cash obligations:
      Lease termination costs..........................    1,535       1,000        (754)     1,781
                                                       ---------  ----------    --------  ---------
                                                       $   7,925  $    1,578    $ (4,610) $   4,893
                                                       =========  ==========    ========  =========





                                                                                  Six Months Ended
                                                                                    July 1, 2007
                                                      --------------------------------------------------------------------
                                                                                                                    Total
                                                         Balance                           Balance      Total     Expected
                                                      December 31,                         July 1,    Incurred      to be
                                                          2006     Provisions   Payments   2007 (b)    to Date    Incurred
                                                          ----     ----------   --------   --------    -------    --------
                                                                                                
Restaurant Business Segment:
   Cash obligations:
      Severance and retention incentive compensation...$     340  $      --   $    (200) $     140   $   5,174    $ 5,174
      Employee relocation costs........................      134        254(a)      (47)       341       4,148      4,148
      Office relocation costs..........................       45         --         (28)        17       1,463      1,463
      Lease termination costs..........................      302         --        (258)        44         819        819
                                                       ---------  ---------   ---------  ---------   ---------  ---------
                                                             821        254        (533)       542      11,604     11,604
                                                       ---------  ---------   ---------  ---------   ---------  ---------
   Non-cash charges (c):
      Compensation expense from modified
         stock awards..................................       --         --          --         --         612        612
      Loss on disposal of properties...................       --         --          --         --         107        107
                                                       ---------  ---------   ---------  ---------   ---------  ---------
                                                              --         --          --         --         719        719
                                                       ---------  ---------   ---------  ---------   ---------  ---------
             Total restaurant business segment.........      821        254        (533)       542      12,323     12,323
Asset Management Business Segment:
   Cash obligations:
      Severance........................................       --         --          --         --          --      2,000
General Corporate:
   Cash obligations:
      Severance and retention incentive compensation...       --     79,193          --     79,193      79,193     86,693
   Non-cash charges (c):
      Loss on sale of properties and other assets......       --         --          --         --          --        850
                                                       ---------  ---------   ---------  ---------   ---------  ---------
                                                       $     821  $  79,447   $    (533) $  79,735(b)$  91,516  $ 101,866
                                                       =========  =========   =========  =========   =========  =========

---------------
(a)  Reflects change in estimate of total cost to be incurred.

(b)  Balance consists of $41,439,000 reported as current "Deferred  compensation
     payable to related parties" and $38,296,000  included in "Accrued  expenses
     and other current liabilities" in the accompanying  condensed  consolidated
     balance sheet as of July 1, 2007.

(c)  During  the  six-month  periods  ended  July 2,  2006 and July 1,  2007 the
     Company did not incur any  non-cash  facilities  relocation  and  corporate
     restructuring charges.

(7)  Loss on Early Extinguishments of Debt

     The Company  recorded losses on early  extinguishments  of debt aggregating
$933,000 and $13,477,000 in the three-month and six-month  periods ended July 2,
2006,  respectively,  consisting of (1) $34,000 and  $12,578,000,  respectively,
related  to  conversions  of the  Company's  Convertible  Notes  and  (2) in the
three-month period ended July 2, 2006,  $899,000 related to a prepayment of term
loans (the "Term Loans") under the Company's senior secured term loan facility.

     In February  2006,  an aggregate of  $165,776,000  principal  amount of the
Company's  Convertible  Notes were  effectively  converted  into an aggregate of
4,144,000 Class A Common Shares and 8,289,000 Class B Common Shares. In order to
induce  such  effective   conversion,   the  Company  paid  negotiated  premiums
aggregating  $8,694,000  to the  converting  noteholders  consisting  of cash of
$4,975,000  and 226,000  Class B Common  Shares with an aggregate  fair value of
$3,719,000  based on the closing  market price of the  Company's  Class B Common
Stock on the dates of the  effective  conversions  in lieu of cash to certain of
those noteholders.  In addition, the Company issued an additional 46,000 Class B
Common Shares to those  noteholders who agreed to receive such shares in lieu of
a cash  payment  for  accrued  and unpaid  interest.  In May and June  2006,  an
additional $1,604,000 principal amount of Convertible Notes were converted,  for
which 25,000 Class A Common  Shares and 50,000 Class B Common Shares were issued
prior to July 2, 2006 and 15,000 Class A Common Shares and 30,000 Class B Common
Shares  were  issued  subsequent  to July 2,  2006.  In  connection  with  these
conversions  and effective  conversions of the  Convertible  Notes,  the Company
recorded a loss on early extinguishments of debt of $12,578,000 in the six-month
period ended July 2, 2006,  including  $34,000 in the  three-month  period ended
July  2,  2006,  consisting  of the  premiums  aggregating  $8,694,000  and  the
write-off  of  $3,884,000  of  related  unamortized  deferred  financing  costs,
including $34,000 in the three-month period ended July 2, 2006.

     During  the  three-month  period  ended  July 2, 2006 the  Company  prepaid
$45,000,000  principal  amount of the Term Loans from excess cash and recorded a
loss on early  extinguishments of debt of $899,000 representing the write-off of
related unamortized deferred financing costs.

(8)  Discontinued Operations

     During the fourth quarter of 2006, the Company closed two restaurants  (the
"Restaurant  Discontinued  Operations")  which were opened in 2005 and 2006, and
which  were  reported  within  the  Company's  restaurant  segment.   These  two
restaurants  have been accounted for as discontinued  operations in 2006 through
their respective dates of closing since (1) their results of operations and cash
flows have been eliminated from the Company's ongoing  operations as a result of
the  closings  and (2) the  Company  does not have  any  significant  continuing
involvement  in the  operations of the  restaurants  after their  closings.  The
accompanying condensed consolidated statements of operations and cash flows have
been  reclassified to report the results of operations and cash flows of the two
closed restaurants as discontinued  operations for the three-month and six-month
periods ended July 2, 2006.

     Prior to 2006 the Company  sold (1) the stock of the  companies  comprising
the  Company's  former  premium  beverage  and soft drink  concentrate  business
segments  (collectively,  the "Beverage  Discontinued  Operations")  and (2) the
stock or the principal assets of the companies comprising the former utility and
municipal services and refrigeration business segments (the "SEPSCO Discontinued
Operations").  The Beverage and SEPSCO  Discontinued  Operations  have also been
accounted for as discontinued operations by the Company.

     During the  three-month  period ended April 1, 2007,  the Company  recorded
additional loss on disposal of the Restaurant  Discontinued  Operations relating
to finalizing the leasing arrangements for the two closed restaurants.

     The loss  from  discontinued  operations  consisted  of the  following  (in
thousands):




                                                                    Three Months              Six Months Ended
                                                                       Ended             ------------------------
                                                                      July 2,            July 2,          July 1,
                                                                       2006               2006             2007
                                                                       ----               ----             ----

                                                                                              
      Net sales...................................................$        212       $        329      $          --
                                                                  ============       ============      =============
      Loss from operations before benefit from income taxes.......        (233)              (360)                --
      Benefit from income taxes...................................          94                145                 --
                                                                  ------------       ------------      -------------
                                                                          (139)              (215)                --
                                                                  ------------       ------------      -------------
      Loss on disposal of businesses before benefit from income
        taxes.....................................................          --                 --               (247)
      Benefit from income taxes...................................          --                 --                 98
                                                                  ------------       ------------      -------------
                                                                            --                 --               (149)
                                                                  ------------       ------------      -------------
                                                                  $       (139)      $       (215)     $        (149)
                                                                  ============       ============      =============



     Certain  of  the  Company's   state  income  tax  returns  that  relate  to
discontinued  operations  are  currently  under  examination.  The  Company  has
received  notices  of  proposed  tax  adjustments   aggregating   $6,352,000  in
connection with certain of these state income tax returns.  However, the Company
is contesting these proposed adjustments.

     Current liabilities remaining to be liquidated relating to the discontinued
operations  result from certain  obligations  not  transferred to the respective
buyers and consisted of the following (in thousands):



                                                                                   December 31,            July 1,
                                                                                       2006                 2007
                                                                                       ----                 ----

                                                                                                 
      Accrued expenses, including accrued income taxes, of the Beverage
        Discontinued Operations....................................................$     8,496          $     8,416
      Liabilities relating to the SEPSCO Discontinued Operations...................        556                  535
      Liabilities relating to the Restaurant Discontinued Operations...............        202                  335
                                                                                   -----------          -----------
                                                                                   $     9,254          $     9,286
                                                                                   ===========          ===========


     The Company  expects that the  liquidation of these  remaining  liabilities
associated with all of these discontinued operations as of July 1, 2007 will not
have  any  material  adverse  impact  on its  condensed  consolidated  financial
position or results of operations.  To the extent any estimated amounts included
in the current liabilities relating to discontinued operations are determined to
be in excess of the requirement to liquidate the associated liability,  any such
excess will be released at that time as a component  of gain or loss on disposal
of discontinued operations.

(9)  Retirement Benefit Plans

     The Company  maintains two defined benefit plans,  the benefits under which
were frozen in 1992 and for which the Company has no unrecognized  prior service
cost.  The  components of the net periodic  pension cost incurred by the Company
with respect to these plans are as follows (in thousands):



                                                                    Three Months Ended             Six Months Ended
                                                                -------------------------      -----------------------
                                                                   July 2,        July 1,       July 2,         July 1,
                                                                    2006           2007          2006             2007
                                                                    ----           -----         ----             ----

                                                                                                  
      Service cost (consisting entirely of plan administrative
        expenses)...............................................$      23       $      23      $      47      $     45
      Interest cost.............................................       55              55            109           110
      Expected return on the plans' assets......................      (65)            (58)          (131)         (116)
      Amortization of unrecognized net loss.....................       12               6             24            13
                                                                ---------       ---------      ---------      --------
             Net periodic pension cost..........................$      25       $      26      $      49      $     52
                                                                =========       =========      =========      ========


(10) Transactions with Related Parties

     In  connection  with the Corporate  Restructuring  disclosed in Note 6, the
Company entered into a series of agreements with the Executives and a management
company (the "Management Company") formed by the Executives and a director,  who
is  also  the  former  Vice   Chairman  of  the  Company,   (collectively,   the
"Principals"). These agreements are described in the paragraphs set forth below.

     As disclosed in Note 28 to the consolidated  financial statements contained
in the Form 10-K, on November 1, 2005 the Principals  started a series of equity
investment  funds (the "Equity  Funds") that are separate and distinct  from the
Company and that are being managed by the Principals and other senior executives
of the Company (the  "Employees")  through the Management  Company formed by the
Principals.  Until June 29, 2007, the Principals and the Employees  continued to
receive  their  regular  compensation  from the  Company  and the  Company  made
available the services of the Principals  and the Employees,  as well as certain
support services,  to the Management Company.  Through June 29, 2007 (see below)
the Company was reimbursed by the  Management  Company for the allocable cost of
these  services.  Such allocated  costs for the six-month  periods ended July 2,
2006 and July 1, 2007 amounted to $1,768,000 and $2,515,000,  respectively,  and
have been  recognized as reductions  of "General and  administrative,  excluding
depreciation   and   amortization"   expense  in  the   accompanying   condensed
consolidated  statements  of  operations.   The  Company  was  due  $10,000  and
$1,432,000 as of December 31, 2006 and July 1, 2007,  respectively,  relating to
these  services  which are included in "Accounts  and notes  receivable"  in the
accompanying   condensed  consolidated  balance  sheets  and  were  subsequently
collected  in the  respective  following  month.  As  discussed  further  below,
effective June 29, 2007 the  Principals  and nearly all of the Employees  became
employees of the Management  Company and are no longer  employed by the Company.
The Company has reduced its incentive  compensation expense during the six-month
period  ended July 1, 2007 by  $2,700,000  representing  the  Company's  current
estimate  of  the  Management  Company's  allocable  portion  of  the  estimated
incentive compensation attributable to the Employees for the first six months of
2007.  In  addition,  in July 2007 the Company paid  $171,000 to the  Management
Company  representing the accrued vacation of the Employees as of June 29, 2007,
the  obligation  for which was  assumed  by the  Management  Company.  A special
committee  comprised of independent  members of the Company's board of directors
has reviewed these arrangements.

     As part of the agreement  with the  Executives  and in connection  with the
Corporate  Restructuring,  the Company has  entered  into a two-year  transition
services  agreement  (the  "Services  Agreement")  with the  Management  Company
beginning  June 30, 2007 pursuant to which the  Management  Company will provide
the Company  with a range of  professional  and  strategic  services.  Under the
Services  Agreement,  the Company will pay the Management Company $3,000,000 per
quarter for the first year of services and $1,750,000 per quarter for the second
year of services.

     In December  2005,  the Company  invested  $75,000,000  in an account  (the
"Equities Account") which is managed by the Management Company and co-invests on
a parallel basis with the Equity Funds and had a carrying value of  $108,559,000
as of July 1, 2007. As part of the agreements with the Executives, in April 2007
the Company  entered into an agreement  under which the Management  Company will
continue to manage the Equities  Account until at least  December 31, 2010,  the
Company will not  withdraw its  investment  from the Equities  Account  prior to
December  31,  2010  and,  beginning  January  1,  2008,  the  Company  will pay
management and incentive fees to the Management  Company in an amount  customary
for other  unaffiliated  third party investors with similarly sized investments.
In accordance therewith,  the amounts held together with any related obligations
in the Equities Account as of July 1, 2007 are reported as noncurrent assets and
long-term liabilities in the accompanying  condensed  consolidated balance sheet
and principally consist of $69,493,000 included in "Investments" and $39,636,000
included in "Restricted cash equivalents."

     Prior to 2006 the Company  provided  aggregate  incentive  compensation  of
$22,500,000  to  the  Executives   which  had  been  invested  in  two  deferred
compensation trusts (the "Deferred  Compensation  Trusts") for their benefit. As
of December 31, 2006 the  obligation to the  Executives  related to the Deferred
Compensation  Trusts was  $35,679,000  and was reported as noncurrent  "Deferred
compensation   payable  to  related  parties"  in  the  accompanying   condensed
consolidated  balance  sheet.  Deferred  compensation  expense of $1,147,000 and
$2,516,000 was  recognized in the six-month  periods ended July 2, 2006 and July
1, 2007, respectively, for net increases in the fair value of the investments in
the Deferred  Compensation Trusts. This obligation was settled effective July 1,
2007 as a result of the  Executives'  resignation and the assets in the Deferred
Compensation Trusts were either distributed to the Executives or used to satisfy
withholding  taxes.  In addition,  the Company  recorded a  receivable  from the
Executives of $801,000 as of July 1, 2007 for the balance of  withholding  taxes
payable  on their  behalf  which was  collected  later in July  2007.  As of the
settlement date, the obligation was $38,195,000  which represented the then fair
value of the assets held in the Deferred Compensation Trusts. As of December 31,
2006, the assets in the Deferred  Compensation  Trusts  consisted of $13,409,000
included in "Investments,"  which did not reflect the unrealized net increase in
the fair value of the  investments of $9,309,000  because the  investments  were
carried under the cost method of  accounting,  $1,884,000  included in "Cash and
cash   equivalents"   and  $11,077,000   included  in  "Investment   settlements
receivable" in the  accompanying  condensed  consolidated  balance sheet.  Under
GAAP, the Company was unable to recognize any  investment  income for unrealized
net  increases  in  the  fair  value  of  those   investments  in  the  Deferred
Compensation Trusts that were accounted for under the cost method of accounting.
Accordingly,  the Company  recognized net investment  income from investments in
the Deferred  Compensation  Trusts of $141,000 and  $8,653,000  in the six-month
periods ended July 2, 2006 and July 1, 2007,  respectively.  The net  investment
income  during the  six-month  period  ended July 2, 2006  consisted of interest
income of $158,000 and a $1,000 adjustment to the realized gain from the sale of
a cost-method  investment in the Deferred  Compensation  Trust,  less investment
management  fees of $18,000.  The net  investment  income  during the  six-month
period  ended July 1, 2007  consisted  of  $8,449,000  of realized  gains almost
entirely  attributable  to the transfer of the investments to the Executives and
$222,000  of  interest  income,  less  investment  management  fees of  $18,000.
Realized gains,  interest income and investment  management fees are included in
"Investment  income,  net" and  deferred  compensation  expense is  included  in
"General and administrative, excluding depreciation and amortization" expense in
the accompanying condensed consolidated statements of operations. The unrealized
net  increase  in the fair value of the  investment  retained  by the Company of
$3,154,000 at July 1, 2007 will be recognized when that investment is sold.

     On  June 29 and  July 1,  2007,  the  Company  funded  the  payment  of the
obligations due to the Executives under the Contractual Settlements described in
Note 6, net of applicable withholding taxes of $33,994,000,  in the 2007 Trusts.
The payment of the amounts in the 2007 Trusts,  including any investment  income
or less any investment  loss,  will be made to the  Executives  after six months
following their June 29, 2007 Separation Date. As of July 1, 2007, the aggregate
obligation to the Executives  related to the 2007 Trusts was  $41,439,000 and is
reported as "Deferred  compensation  payable to related parties" classified as a
current liability in the accompanying  condensed  consolidated balance sheet. As
of July 1, 2007, the assets in the 2007 Trusts  consist of $23,155,000  included
in "Short-term investments not pledged as collateral," which had a fair value of
$29,545,000,  $11,355,000  included in "Cash and cash  equivalents" and $539,000
included in "Investment  settlements  receivable" in the accompanying  condensed
consolidated balance sheet.

     In July 2007,  the Company sold  substantially  all of the  properties  and
other assets it owned and used at its New York  headquarters  to the  Management
Company for an aggregate  purchase  price of $1,808,000,  including  $140,000 of
sales taxes. The assets sold included  computers and other electronic  equipment
and  furniture  and  furnishings.  The  Company  expects to  recognize a loss of
approximately  $850,000 with respect to the assets sold  principally  reflecting
assets for which the appraised value was less than book value.

     In July  2007,  the  Company  entered  into an  agreement  under  which the
Management  Company  will  sublease  (the  "Sublease")  one of the floors of the
Company's New York  headquarters  effective July 1, 2007. Under the terms of the
Sublease,  the  Management  Company  will pay the Company an amount equal to the
rent the Company pays plus a fixed  amount  reflecting a portion of the increase
in the monthly  fair  market  value of the  Company's  leasehold  interest.  The
Management  Company is also  responsible  for property taxes and the other costs
related to the use of the floor.  Either the  Management  Company or the Company
may terminate the Sublease upon 60 days notice.

     As of June 30,  2007,  the  Company  assigned  the  lease  for a  corporate
facility to the  Management  Company such that after that date,  other than with
respect to the Company's  security deposit  applicable to the lease, the Company
has no further  rights or  obligations  with respect to the lease.  The security
deposit of $113,000  will  remain the  property  of the  Company  and,  upon the
expiration of the lease, is to be returned to the Company in full.

     In August 2007, the Company entered into time share agreements  whereby the
Principals and the Management  Company may use the Company's  corporate aircraft
in exchange  for  payment of the  incremental  flight and related  costs of such
aircraft.

     The  Company  also  intends  to  assign  a  25%  fractional  interest  in a
helicopter to the Management Company, although the terms of such assignment have
not yet been  finalized.  Pending that  assignment,  the Management  Company has
agreed  to pay  the  monthly  management  fee and  other  costs  related  to the
fractional  interest in the  helicopter.  It is expected that  subsequent to the
assignment,  the Company will have no further  rights or  obligations  under the
terms of the agreements applicable to the fractional interest.  The Company does
not expect to recognize  any  material  gain or loss upon  finalization  of this
assignment.

     All of these agreements with the Executives and the Management Company were
negotiated  and approved by a special  committee of  independent  members of the
Company's board of directors.  The special  committee was advised by independent
outside counsel and worked with the  compensation  committee and the performance
compensation   subcommittee   of  the  Company's  board  of  directors  and  its
independent outside counsel and independent compensation consultant.

     In addition  to the related  party  transactions  related to the  Corporate
Restructuring  previously disclosed, the Company settled a post-closing purchase
price adjustment, the amount of which had been in dispute, as provided for in an
agreement and plan of merger pursuant to which the Company  acquired RTM on July
25, 2005. The sellers of RTM include certain current officers of a subsidiary of
the Company and a current director of the Company. The Company has agreed to pay
the  sellers of RTM an  aggregate  post-closing  purchase  price  adjustment  of
$1,600,000, which the Company has reflected as an increase in "Goodwill" with an
equal offsetting  increase in "Accounts  payable" in the accompanying  condensed
consolidated balance sheet as of July 1, 2007.

     The Company continues to have additional  related party transactions of the
same  nature  and  general  magnitude  as  those  described  in  Note  28 to the
consolidated financial statements contained in the Form 10-K.

(11) Legal and Environmental Matters

     In  2001,  a vacant  property  owned by  Adams  Packing  Association,  Inc.
("Adams"),  an  inactive  subsidiary  of the  Company,  was listed by the United
States  Environmental  Protection  Agency  on  the  Comprehensive  Environmental
Response,  Compensation  and Liability  Information  System  ("CERCLIS") list of
known or suspected  contaminated sites. The CERCLIS listing appears to have been
based on an allegation  that a former tenant of Adams  conducted  drum recycling
operations  at the site from some time prior to 1971 until the late  1970s.  The
business operations of Adams were sold in December 1992. In February 2003, Adams
and the Florida Department of Environmental  Protection (the "FDEP") agreed to a
consent  order  that  provided  for  development  of a  work  plan  for  further
investigation   of  the  site  and  limited   remediation   of  the   identified
contamination.  In May 2003, the FDEP approved the work plan submitted by Adams'
environmental consultant and during 2004 the work under that plan was completed.
Adams submitted its  contamination  assessment report to the FDEP in March 2004.
In August 2004, the FDEP agreed to a monitoring  plan consisting of two sampling
events which occurred in January and June 2005 and the results were submitted to
the FDEP for its review. In November 2005, Adams received a letter from the FDEP
identifying certain open issues with respect to the property. The letter did not
specify  whether any further  actions are  required to be taken by Adams.  Adams
sought  clarification  from the FDEP in order to attempt to resolve this matter.
On May 1, 2007, the FDEP sent a letter clarifying their prior correspondence and
reiterated  the  open  issues  identified  in their  November  2005  letter.  In
addition,  the FDEP  offered  Adams the option of  voluntarily  taking part in a
recently adopted state program that could lessen site clean up standards, should
such a clean up be required after a mandatory  further study and site assessment
report. The Company, its consultants and outside counsel are presently reviewing
these new options and no decision  has been made on a course of action  based on
the  FDEP's  offer.  Nonetheless,  based  on  provisions  made  prior to 2006 of
$1,667,000  for all of these costs and after taking into  consideration  various
legal defenses available to the Company, including Adams, Adams has provided for
its estimate of its remaining liability for completion of this matter.

     In addition to the  environmental  matter  described  above, the Company is
involved  in other  litigation  and claims  incidental  to its current and prior
businesses. Triarc and its subsidiaries have reserves for all of their legal and
environmental  matters  aggregating  $800,000 as of July 1, 2007.  Although  the
outcome of such matters  cannot be predicted  with  certainty  and some of these
matters  may be disposed  of  unfavorably  to the  Company,  based on  currently
available  information,  including legal defenses available to Triarc and/or its
subsidiaries,  and given  the  aforementioned  reserves,  the  Company  does not
believe  that the outcome of such legal and  environmental  matters  will have a
material  adverse  effect on its condensed  consolidated  financial  position or
results of operations.

(12) Business Segments

     The Company  manages and internally  reports its operations as two business
segments:  (1) the operation and franchising of restaurants  ("Restaurants") and
(2) asset management ("Asset Management") (see Note 3 regarding the pending sale
of substantially  all of the Asset Management  segment).  The Company  evaluates
segment  performance and allocates  resources  based on each segment's  earnings
before interest,  taxes,  depreciation and amortization  ("EBITDA").  EBITDA has
been computed as operating profit plus depreciation and amortization,  excluding
amortization of deferred  financing  costs  ("Depreciation  and  Amortization").
Operating  profit (loss) has been computed as revenues less operating  expenses.
In computing EBITDA and operating  profit (loss),  interest  expense,  including
amortization of deferred financing costs, and non-operating  income and expenses
have not been considered.  Identifiable  assets by segment are those assets used
in the Company's  operations of each segment.  General  corporate assets consist
primarily  of cash  and cash  equivalents,  short-term  investments,  investment
settlements  receivable,  current or non-current  restricted  cash  equivalents,
non-current investments and properties.

     The  following  is a  summary  of the  Company's  segment  information  (in
thousands):



                                                                  Three Months Ended             Six Months Ended
                                                              --------------------------     -------------------------
                                                                July 2,          July 1,        July 2,        July 1,
                                                                 2006             2007           2006           2007
                                                                 ----             ----           ----           ----
                                                                                               
      Revenues:
          Restaurants.........................................$   291,789    $   299,980     $   569,019   $   586,148
          Asset Management....................................     15,828         16,841          30,624        32,719
                                                              -----------    -----------     -----------   -----------
               Consolidated revenues..........................$   307,617    $   316,821     $   599,643   $   618,867
                                                              ===========    ===========     ===========   ===========
      EBITDA:
          Restaurants.........................................$    39,210    $    38,911     $    69,157   $    75,313
          Asset Management....................................      3,096          3,397           5,204         6,329
          General corporate...................................    (14,236)       (92,359)        (33,190)     (107,224)
                                                              -----------    -----------     -----------   -----------
               Consolidated EBITDA............................     28,070        (50,051)         41,171       (25,582)
                                                              -----------    -----------     -----------   -----------
      Less Depreciation and Amortization:
          Restaurants.........................................     12,203         14,850          22,996        28,485
          Asset Management....................................      1,448          2,463           2,931         3,714
          General corporate...................................      1,052          1,091           2,137         2,190
                                                              -----------    -----------     -----------   -----------
               Consolidated Depreciation and Amortization.....     14,703         18,404          28,064        34,389
                                                              -----------    -----------     -----------   -----------
      Operating profit (loss):
          Restaurants.........................................     27,007         24,061          46,161        46,828
          Asset Management....................................      1,648            934           2,273         2,615
          General corporate...................................    (15,288)       (93,450)        (35,327)     (109,414)
                                                              -----------    -----------     -----------   -----------
               Consolidated operating profit (loss) ..........     13,367        (68,455)         13,107       (59,971)
      Interest expense........................................    (38,246)       (15,286)        (65,622)      (30,675)
      Loss on early extinguishments of debt...................       (933)            --         (13,477)           --
      Investment income, net..................................     30,796         17,625          51,746        40,773
      Gain on sale of unconsolidated business.................         --          2,561           2,256         2,558
      Other income, net.......................................      3,699            597           5,436         2,207
                                                              -----------    -----------     -----------   -----------
               Consolidated income (loss) from continuing
                  operations before income taxes and
                  minority interests..........................$     8,683    $   (62,958)    $    (6,554)  $   (45,108)
                                                              ===========    ===========     ===========   ===========





                                                                                            December 31,      July 1,
                                                                                                2006           2007
                                                                                                ----           ----
                                                                                                     
      Identifiable assets:
        Restaurants.........................................................................$ 1,079,509    $ 1,118,605
        Asset Management....................................................................    183,733        134,176
        General corporate...................................................................    297,207        295,012
                                                                                            -----------    -----------
               Consolidated total assets....................................................$ 1,560,449    $ 1,547,793
                                                                                            ===========    ===========





Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations


     This  "Management's  Discussion  and  Analysis of Financial  Condition  and
Results of Operations" of Triarc  Companies,  Inc., which we refer to as Triarc,
and its  subsidiaries  should  be  read in  conjunction  with  our  accompanying
condensed  consolidated financial statements included elsewhere herein and "Item
7.  Management's  Discussion and Analysis of Financial  Condition and Results of
Operations" in our Annual Report on Form 10-K for the fiscal year ended December
31, 2006,  which we refer to as the Form 10-K. Item 7 of our Form 10-K describes
the application of our critical accounting policies.  Certain statements we make
under this Item 2  constitute  "forward-looking  statements"  under the  Private
Securities   Litigation   Reform  Act  of  1995.  See  "Special  Note  Regarding
Forward-Looking  Statements and  Projections"  in "Part II - Other  Information"
preceding "Item 1A."

Introduction and Executive Overview

     We currently operate in two business segments. We operate in the restaurant
business through our Company-owned and franchised Arby's  restaurants and in the
asset  management  business  through our 63.6%  capital  interest in Deerfield &
Company LLC, which we refer to as Deerfield.  However,  in April 2007 we entered
into a definitive  agreement to sell our entire interest in Deerfield,  which we
refer to as the Pending Deerfield Sale.

     In our restaurant business,  we derive revenues in the form of sales by our
Company-owned  restaurants  and from  royalties  and franchise and related fees.
While over 70% of our  existing  Arby's  royalty  agreements  and all of our new
domestic royalty agreements  provide for royalties of 4% of franchise  revenues,
our average  royalty rate was 3.6% for the six months ended July 1, 2007. In our
asset  management  business,  we derive revenues in the form of asset management
and related  fees from our  management  of (1)  collateralized  debt  obligation
vehicles,  which we  refer to as CDOs,  and (2)  investment  funds  and  private
investment  accounts,  which we refer to as Funds,  including  Deerfield  Triarc
Capital Corp., a real estate investment trust, which we refer to as the REIT.

     We derive investment  income  principally from the investment of our excess
cash. In that regard,  in December 2005 we invested $75.0 million in an account,
which we refer to as the  Equities  Account,  which is managed  by a  management
company,  which we refer to as the Management  Company,  formed by our Chairman,
who is also our former Chief Executive  Officer,  and our Vice Chairman,  who is
also our former President and Chief Operating  Officer,  whom we refer to as the
Executives, and a director, who is also our former Vice Chairman, all of whom we
refer to as the Principals.  The Equities Account is invested principally in the
equity securities, including through derivative instruments, of a limited number
of publicly-traded  companies. The Equities Account, including cash equivalents,
had a fair value of $108.6  million as of July 1, 2007.  We had also invested in
several funds managed by Deerfield, including Deerfield Opportunities Fund, LLC,
which we refer to as the Opportunities  Fund, and DM Fund LLC, which we refer to
as the DM Fund.  Prior to 2006, we invested $100.0 million in the  Opportunities
Fund and later  transferred  $4.8  million  of that  amount  to the DM Fund.  We
redeemed our  investments  in the  Opportunities  Fund and the DM Fund effective
September 29, 2006 and December 31, 2006,  respectively.  The Opportunities Fund
through  September  29, 2006 and the DM Fund through  December  31,  2006,  were
accounted for as consolidated  subsidiaries of ours, with minority  interests to
the extent of participation by investors other than us. The  Opportunities  Fund
was a  multi-strategy  hedge fund that  principally  invested  in various  fixed
income securities and their derivatives and employed substantial leverage in its
trading  activities  which  significantly  impacted our  consolidated  financial
position,  results of operations  and cash flows.  We also have an investment in
the REIT. When we refer to Deerfield,  we mean only Deerfield & Company, LLC and
not the Opportunities Fund, the DM Fund or the REIT.

     Our goal is to enhance the value of our Company by increasing  the revenues
of our restaurant business,  which may include through acquisitions,  and, until
the Pending Deerfield Sale is completed,  Deerfield's asset management business.
We are  continuing to focus on growing the number of  restaurants  in the Arby's
system,  adding new menu  offerings  and  implementing  operational  initiatives
targeted  at  improving  service  levels and  convenience.  We  continue to grow
Deerfield's  assets under  management by utilizing the value of its historically
profitable  investment  advisory  brand and increasing the types of assets under
management,  thereby  increasing  Deerfield's  asset  management  fee  revenues;
although  recently the credit markets have experienced  reduced  liquidity which
could materially limit  Deerfield's  ability to increase assets under management
if those conditions were to continue for a prolonged period of time.

     We are currently in the process of a corporate  restructuring involving the
Pending Deerfield Sale and the disposition of certain other  non-restaurant  net
assets.   See  the   discussions   of   "Facilities   Relocation  and  Corporate
Restructuring"  under  "Results of  Operations"  and  "Pending  Deerfield  Sale"
following  "Liquidity and Capital  Resources"  for a detailed  discussion of the
corporate  restructuring and certain of its impacts on our results of operations
and our liquidity and capital resources.

     In recent periods our  restaurant  business has  experienced  the following
trends:

o    Addition of selected  higher-priced  quality  items to menus,  which appeal
     more  to  adult  tastes;

o    Increased consumer  preference for premium sandwiches with perceived higher
     levels  of  freshness,  quality  and  customization  along  with  increased
     competition  in the premium  sandwich  category which has  constrained  the
     pricing of these products;

o    Increased price competition, as evidenced by (1) value menu concepts, which
     offer  comparatively  lower prices on some menu items, (2) combination meal
     concepts,  which offer a complete meal at an aggregate price lower than the
     price of the individual food and beverage items, (3) the use of coupons and
     other price discounting and (4) many recent product  promotions  focused on
     the lower price of certain menu items;

o    Increased competition among quick service restaurant  competitors and other
     businesses  for  available  development  sites,  higher  development  costs
     associated  with those  sites and  higher  borrowing  costs in the  lending
     markets typically used to finance new unit development;

o    Increased  availability to consumers of new product choices,  including (1)
     additional  healthy  products  focused  on  freshness  driven  by a greater
     consumer  awareness of  nutritional  issues,  (2) new products that tend to
     include larger portion sizes and more ingredients and (3) beverage programs
     which  offer  a  selection  of  premium  non-carbonated  beverage  choices,
     including coffee and tea products;

o    Competitive  pressures from operators outside the quick service  restaurant
     industry,  such as the deli  sections and in-store  cafes of several  major
     grocery store chains, convenience stores and casual dining outlets offering
     prepared  food  purchases;

o    Generally higher fuel prices, although fluctuating  significantly in recent
     months, which cause a decrease in many consumers'  discretionary income and
     increase our utility  costs and the cost of  commodities  we will  purchase
     under new distribution contracts that become effective in the third quarter
     of 2007;

o    Competitive  pressures  due to extended  hours of  operation  by many quick
     service restaurant  competitors  particularly during the breakfast hours as
     well as during late night hours;

o    Federal,  state  and  local  legislative  activity,  such as  minimum  wage
     increases and mandated health and welfare  benefits which could continue to
     result in increased  wages and related fringe  benefits,  including  health
     care and other insurance costs;

o    Competitive pressures from an increasing number of franchise  opportunities
     seeking to attract qualified franchisees; and

o    Economically  weak  conditions  in the Michigan  and Ohio  regions  where a
     disproportionate number of our Company-owned restaurants are located.

      We experience the effects of these trends directly to the extent they
affect the operations of our Company-owned restaurants and indirectly to the
extent they affect sales by our franchisees and, accordingly, the royalties and
franchise fees we receive from them.

      In recent periods, our asset management business has experienced the
following trends:

o    Increased  volatility  and  widening  of  interest  rate  spreads  recently
     experienced by the credit markets  triggered by the higher default rates in
     the subprime  mortgage  markets  which  could,  for at least the near term,
     negatively  impact  our  future  management  and  related  fees from  CDOs,
     incentive  fees  from  the  REIT  and  the  fair  value  of some of our CDO
     investments, the extent to which we are unable to predict;

o    Growth in the hedge fund market as investors appear to have increased their
     investment allocations to hedge funds, with particular interest recently in
     hedge  strategies  that focus on specific  areas of growth in domestic  and
     foreign economies such as oil,  commodities,  interest rates,  equities and
     other  specific  areas,  although  such  growth  appears to have  moderated
     recently  reflecting  the  recent  performance  of  certain  funds  and the
     competitive market;

o    Increased demand for securities,  although appearing to have moderated just
     recently, partly due to an increase in the number of hedge funds, resulting
     in higher  purchase  prices of certain  securities  and,  during periods of
     asset  liquidation  by those hedge funds,  potentially  lower sales prices,
     which can negatively impact our returns;

o    A flatter yield curve whereby the spread  between  short-term and long-term
     interest  rates is less  than the  historic  average,  resulting  in higher
     funding costs for our securities  purchases,  which has and can continue to
     negatively  impact  our  margins  within  our  managed  funds,  potentially
     lowering our asset management fees and assets under management;

o    Reduced  liquidity  experienced  recently in the credit markets which could
     materially  limit our ability to increase  assets under  management if such
     conditions were to continue for a prolonged time,  potentially lowering our
     asset management fees; and

o    Increased  merger and acquisition  activity,  resulting in additional risks
     and opportunities in the credit markets.

Presentation of Financial Information

     We  report  on a fiscal  year  consisting  of 52 or 53 weeks  ending on the
Sunday closest to December 31. However,  Deerfield,  the Opportunities  Fund and
the DM Fund  report or reported  on a calendar  year ending on December  31. Our
first  half of fiscal  2006  commenced  on  January 2, 2006 and ended on July 2,
2006,  with  our  second  quarter  commending  on  April 3,  2006,  except  that
Deerfield,  the Opportunities Fund and DM Fund are included on a calendar-period
basis.  Our first half of fiscal 2007  commenced on January 1, 2007 and ended on
July 1, 2007, with our second quarter  commencing on April 2, 2007,  except that
Deerfield is included on a  calendar-period  basis.  When we refer to the "three
months  ended July 2, 2006," or the "2006 second  quarter,"  and the "six months
ended July 2, 2006" or the "2006 first  half," we mean the periods from April 3,
2006 to July 2, 2006 and January 2, 2006 to July 2, 2006, respectivley.  When we
refer to the "three  months ended July 1, 2007," or the "2007  second  quarter,"
and the "six months  ended July 1, 2007," or the "2007 first  half," we mean the
periods  from April 2, 2007 to July 1, 2007 and January 1, 2007 to July 1, 2007,
respectively.  Each quarter contained 13 weeks and each half contained 26 weeks.
All  references to years,  halves and quarters  relate to fiscal  periods rather
than calendar periods,  except for Deerfield,  the Opportunities Fund and the DM
Fund.






Results of Operations

     Presented  below is a table that  summarizes  our results of operations and
compares  the amount and  percent of the  change  (1)  between  the 2006  second
quarter and the 2007 second  quarter and (2) between the 2006 first half and the
2007 first half. We consider certain  percentage  changes between these quarters
to be not  measurable,  or not  meaningful,  and we refer to these as "n/m." The
percentage  changes used in the  following  discussion  have been rounded to the
nearest whole percent.




                                              Three Months Ended                     Six Months Ended
                                              ------------------     Change          -----------------       Change
                                              July 2,   July 1, -----------------    July 2,   July 1,  ----------------
                                               2006      2007   Amount    Percent     2006      2007    Amount    Percent
                                               ----      ----   ------    -------     ----      ----    ------    -------
                                                                     (In Millions Except Percents)
                                                                                            
Revenues:
   Net sales...............................$   270.6  $  278.6  $    8.0     3 %   $ 529.4   $  545.1   $   15.7      3 %
   Royalties and franchise and related
     fees..................................     21.2      21.4       0.2     1 %      39.6       41.1        1.5      4 %
   Asset management and related fees.......     15.8      16.8       1.0     6 %      30.6       32.7        2.1      7 %
                                           ---------  --------  --------           -------   --------   --------
                                               307.6     316.8       9.2     3 %     599.6      618.9       19.3      3 %
                                           ---------  --------  --------           -------   --------   --------
Costs and expenses:
   Cost of sales, excluding depreciation
     and amortization......................    194.0     204.9      10.9     6 %     386.4      399.9       13.5      3 %
   Cost of services, excluding depreciation
     and amortization......................      5.9       6.3       0.4     7 %      11.4       13.2        1.8     16 %
   Advertising and promotions..............     19.8      20.7       0.9     5 %      39.9       38.4       (1.5)    (4)%
   General and administrative, excluding
     depreciation and amortization.........     58.3      56.0      (2.3)   (4)%     118.4      113.6       (4.8)    (4)%
   Depreciation and amortization, excluding
     amortization of deferred financing
     costs.................................     14.7      18.4       3.7    25 %      28.1       34.4        6.3     22 %
   Facilities relocation and corporate
     restructuring.........................      0.8      79.0      78.2    n/m        1.6       79.4       77.8     n/m
   Loss on settlement of unfavorable
     franchise rights......................      0.7        --      (0.7) (100)%       0.7         --       (0.7)  (100)%
                                           ---------  --------  --------           -------   --------   --------

                                               294.2     385.3      91.1    31 %     586.5      678.9       92.4     16 %
                                           ---------  --------  --------           -------   --------   --------
       Operating profit (loss).............     13.4     (68.5)    (81.9)   n/m       13.1      (60.0)     (73.1)    n/m
Interest expense...........................    (38.2)    (15.3)     22.9    60 %     (65.6)     (30.7)      34.9     53 %
Loss on early extinguishments of debt......     (0.9)       --       0.9   100 %     (13.4)        --       13.4    100 %
Investment income, net.....................     30.7      17.6     (13.1)  (43)%      51.7       40.8      (10.9)   (21)%
Gain on sale of unconsolidated business....       --       2.6       2.6    n/m        2.3        2.6        0.3     13 %
Other income, net..........................      3.7       0.6      (3.1)  (84)%       5.4        2.2       (3.2)   (59)%
                                           ---------  --------  --------           -------   --------   --------
       Income (loss) from continuing
         operations before income taxes
         and minority interests............      8.7     (63.0)    (71.7)   n/m       (6.5)     (45.1)     (38.6)    n/m
(Provision for) benefit from income taxes..     (2.7)     36.0      38.7    n/m        2.9       28.5       25.6     n/m
Minority interests in income of
   consolidated subsidiaries...............     (2.6)     (1.0)      1.6    62 %      (5.7)      (4.2)       1.5     25 %
                                           ---------  --------  --------           -------   --------   --------
       Income (loss) from continuing
         operations........................      3.4     (28.0)    (31.4)   n/m       (9.3)     (20.8)     (11.5)    n/m
                                           ---------  --------  --------           -------   --------   --------
Loss from discontinued operations, net of
  income taxes:
   Loss from operations....................     (0.1)       --       0.1   100 %      (0.2)        --        0.2    100 %
   Loss on disposal........................       --        --        --    --          --       (0.1)      (0.1)    n/m
                                           ---------  --------  --------           -------   --------   --------
       Loss from discontinued
         operations........................     (0.1)       --       0.1   100 %      (0.2)      (0.1)       0.1     50 %
                                           ---------  --------  --------           -------   --------  ---------
           Net income (loss)...............$     3.3  $  (28.0) $  (31.3)   n/m    $  (9.5)  $  (20.9)  $  (11.4)    n/m
                                           =========  ========  ========           =======   ========   ========



Three Months Ended July 1, 2007 Compared with Three Months Ended July 2, 2006

Net Sales

     Our net  sales,  which  were  generated  entirely  from  the  Company-owned
restaurants,  increased  $8.0  million,  or 3%, to $278.6  million for the three
months ended July 1, 2007 from $270.6 million for the three months ended July 2,
2006, due to a $12.6 million increase in net sales from the 41 net Company-owned
restaurants  we added  since July 2, 2006.  We opened 54 new  restaurants,  with
generally higher than average sales volumes,  and we acquired 9 restaurants from
franchisees  since July 2, 2006 as compared  with 14  generally  underperforming
restaurants  we closed and 8 restaurants  we sold to  franchisees  since July 2,
2006. This increase was partially  offset by a $4.6 million,  or 2%, decrease in
same-store sales of our Company-owned  restaurants.  When we refer to same-store
sales, we mean only sales of those  restaurants  which were open during the same
months in both of the comparable periods.  Same-store sales of our Company-owned
restaurants  in the  2007  second  quarter  were  negatively  impacted  by (1) a
continuing deterioration of economic conditions in the Michigan and Ohio regions
where  we have a  disproportionate  number  of  Company-owned  restaurants,  (2)
advertising and promotions that were not as effective in the 2007 second quarter
as those in the 2006  second  quarter  and (3) the  effect of price  discounting
which we had  expected  to be more  than  offset  by higher  sales  volume  from
increased  customer  traffic,  but which was not,  under a value  program  which
offers a flexible  combination  of selected  menu items for a discounted  price.
These factors were partially  offset by the effect of selective  price increases
that were implemented in November 2006.

     We currently  anticipate  positive same-store sales growth of Company-owned
restaurants for the second half of 2007,  despite the negative factors mentioned
above, driven by the anticipated  performance of various initiatives such as (1)
a  major  new  product  introduction  with  accompanying  increased  advertising
support,  including  couponing,  (2) the effect of the selective price increases
mentioned above and anticipated additional selective price increases,  including
price  adjustments  under our value program and (3) the use of limited time menu
items.  In addition  to the  anticipated  positive  effect of  same-store  sales
growth,  net  sales  should  also  be  positively  impacted  by an  increase  in
Company-owned  restaurants.  We  currently  plan  to open  approximately  25 new
Company-owned  restaurants  during the remainder of 2007. We continually  review
the performance of any  underperforming  Company-owned  restaurants and evaluate
whether to close those restaurants, particularly in connection with the decision
to renew or extend their leases. Specifically, we have 31 restaurant leases that
are  scheduled  for  renewal or  expiration  during the  remainder  of 2007.  We
currently  anticipate  the renewal or  extension  of  approximately  29 of those
leases.

Royalties and Franchise and Related Fees

     Our royalties and franchise and related fees, which were generated entirely
from the franchised restaurants, increased $0.2 million, or 1%, to $21.4 million
for the three months ended July 1, 2007 from $21.2  million for the three months
ended July 2, 2006.  This  increase  reflects (1) a $0.2 million net increase in
royalties  from the 86 franchised  restaurants  opened since July 2, 2006,  with
generally  higher than average  sales  volumes,  and the 8  restaurants  sold to
franchisees  since  July 2,  2006  replacing  the  royalties  from 31  generally
underperforming  franchised  restaurants closed and the elimination of royalties
from the 9 restaurants we acquired from franchisees since July 2, 2006 and (2) a
$0.2  million  improvement  due to a 1%  increase  in  same-store  sales  of the
franchised  restaurants  in the 2007 second  quarter as  compared  with the 2006
second quarter. These increases were partially offset by a $0.2 million decrease
in  franchise  and  related  fees.  The  increase  in  same-store  sales  of the
franchised  restaurants  reflects  the full  period  effect  of local  marketing
initiatives  implemented by our franchisees  principally  during the 2006 second
quarter,  including more effective  local  television  advertising and increased
couponing,  similar to those we were already using for Company-owned restaurants
throughout  the 2006  second  quarter  and the  effect  of the  selective  price
increases that were implemented in November 2006, partially offset by the effect
of poor weather  conditions  which decreased  customer  traffic in the Missouri,
Texas  and  Oklahoma  regions  where  we  have  a  large  number  of  franchised
restaurants.

     Same-store  sales of the franchised  restaurants  increased during the 2007
second  quarter  whereas  same-store  sales  of  the  Company-owned  restaurants
declined  principally due to (1) the  disproportionate  number of  Company-owned
restaurants in the economically  weaker Michigan and Ohio regions,  (2) the full
period effect for the  franchisees of the local  marketing  initiatives  already
used for  Company-owned  restaurants  throughout the 2006 second quarter and (3)
initially  higher sales volume  offsetting the effect of price  discounting from
the value  program  discussed  above  under  "Net  Sales,"  which  was  recently
implemented in the franchised restaurants and had been previously implemented in
the Company-owned restaurants.

     We expect that our  royalties  and franchise and related fees will increase
during the second half of 2007 as  compared  with the second half of 2006 due to
anticipated positive same-store sales growth of franchised  restaurants from the
expected  performance  of the  various  initiatives  described  above under "Net
Sales"  and  the  positive  effect  of  net  new  restaurant   openings  by  our
franchisees.

Asset Management and Related Fees

     Our asset management and related fees,  which were generated  entirely from
the management of CDOs and Funds by Deerfield, increased $1.0 million, or 6%, to
$16.8 million for the three months ended July 1, 2007 from $15.8 million for the
three months ended July 2, 2006. This increase  principally  reflects (1) a $2.0
million net  increase in  management  fees from the net addition of 4 CDOs and 3
Funds since July 2, 2006, (2) a $1.1 million  increase in structuring  and other
related  fees  associated  with  new  CDOs and (3) a $0.5  million  increase  in
management  fees from existing CDOs and Funds.  These  increases  were partially
offset by (1) a $1.6 million  decrease in incentive fees earned on existing CDOs
principally  due to the  recognition  of $1.2  million  of  previously  deferred
contingent  fees on CDOs in the 2006 second  quarter  which did not recur in the
2007 second  quarter and (2) a $0.8 million  decrease in incentive fees from the
REIT as a result of not meeting certain  performance  thresholds during the 2007
second  quarter due  primarily to a provision to increase the allowance for loan
losses  recognized  by the REIT related to a particular  borrower that filed for
protection under Chapter 11 of the United States Bankruptcy Code.

     Our asset management and related fees will cease upon the completion of the
Pending Deerfield Sale.  However, if the Pending Deerfield Sale is not completed
in 2007,  we expect that our asset  management  and related  fees for the second
half of 2007 will be less  than the  second  half of 2006 due to an  anticipated
decline in incentive fees from Funds other than the REIT,  resulting from a lack
of arbitrage  opportunities in our core strategies  affecting the performance of
certain Funds. In accordance  with our revenue  recognition  accounting  policy,
incentive  fees  relating  to the Funds  which are based  upon  performance  are
recognized  when the amounts become fixed and  determinable  upon the close of a
performance period, which is generally at the end of our fourth quarter.  During
the fourth  quarter of 2006, we recognized  $17.0 million of incentive fees from
Funds other than the REIT,  whereas based on performance of the Funds to date in
2007, we expect to recognize a significantly  lower amount in the fourth quarter
of 2007.  In that regard,  as of the end of the second  quarter of 2006,  we had
contingently  earned but not recognized $5.2 million in incentive fees,  whereas
we had not  contingently  earned  any such  incentive  fees as of the end of the
second  quarter of 2007. In addition,  future  incentive  fees from the REIT and
management  and related  fees from CDOs could be  negatively  impacted by recent
developments  in the subprime and other credit  markets,  the extent of which we
are unable to predict,  although the REIT has publicly disclosed that its direct
exposure to subprime mortgages is limited.

Cost of Sales, Excluding Depreciation and Amortization

     Our  cost  of  sales,  excluding  depreciation  and  amortization  resulted
entirely  from the  Company-owned  restaurants.  Cost of sales  increased  $10.9
million,  or 6%, to $204.9 million,  resulting in a gross margin of 26%, for the
three  months  ended July 1, 2007,  from $194.0  million,  resulting  in a gross
margin of 28%, for the three  months ended July 2, 2006.  We define gross margin
as the difference  between net sales and cost of sales divided by net sales. The
increase in cost of sales is  principally  attributable  to the effect of the 41
net  Company-owned  restaurants added since July 2, 2006. The 2% decrease in our
overall  gross  margin  reflects  the  effects  of  (1)  the  price  discounting
associated with the value program  discussed above and (2) increases in our cost
of beef.  These negative factors were partially offset by the effects of (1) our
continuing  implementation of the more effective  operational  procedures of the
Arby's  restaurants we acquired from RTM Restaurant Group in July 2005, which we
refer to as the RTM  Acquisition,  at the  restaurants we owned prior to the RTM
Acquisition  and (2) the  effect  of the  selective  price  increases  that were
implemented in November 2006.

     We  anticipate  that our gross  margin  for the  remainder  of 2007 will be
relatively  consistent  with the 2007 first half gross margin of 27% as a result
of the  positive  effects  of (1)  our  continuing  implementation  of the  more
efficient  operational  procedures  of RTM  throughout  our other  Company-owned
restaurants,  (2) cost  savings  from  certain new  commodity  supply  contracts
negotiated by our purchasing  cooperative  and (3) the full period effect on our
net sales of the selective  price  increases  that were  implemented in November
2006 and  anticipated  additional  selective  price  increases.  These  positive
effects  will  be  offset  by the  effects  of (1)  increased  costs  under  new
distribution  contracts that will become  effective in the third quarter of 2007
that reflect the effects of higher fuel costs,  (2) increased labor costs due to
the recent Federal  minimum wage increase and (3) the effect of couponing to the
extent not sufficiently offset by increased sales.

Cost of Services, Excluding Depreciation and Amortization

     Our  cost of  services,  excluding  depreciation  and  amortization,  which
resulted entirely from the management of CDOs and Funds by Deerfield,  increased
$0.4  million,  or 7%, to $6.3  million for the three  months ended July 1, 2007
from $5.9 million for the three months ended July 2, 2006 principally due to the
hiring of additional  personnel to support our current and anticipated growth in
assets under management and increased incentive  compensation levels of existing
personnel.

     Our  cost of  services  will  cease  upon  the  completion  of the  Pending
Deerfield  Sale since our  royalties  and  franchise  and  related  fees have no
associated cost of services.

Advertising and Promotions

     Our  advertising and promotions  expenses  consist of third party costs for
local and national television,  radio, direct mail and outdoor  advertising,  as
well as point of sale materials and local restaurant  marketing.  These expenses
increased  $0.9  million,  or 5%,  principally  due to the  timing  of our print
campaign for the month of April which  commenced at the  beginning of our second
quarter in 2007 but started at the end of our first  quarter in 2006,  partially
offset by a decrease in spending for local  restaurant  marketing.  We expect to
shift a portion  of this  local  spending  to help fund an  additional  national
advertising campaign in the second half of 2007.

     We expect that our advertising and promotions  expenses for the second half
of 2007  will be  higher  than the  second  half of 2006  due to the  additional
national  advertising campaign planned in the 2007 period compared with the 2006
period.

General and Administrative, Excluding Depreciation and Amortization

     Our  general  and  administrative  expenses,   excluding  depreciation  and
amortization  decreased $2.3 million, or 4%, principally due to (1) $4.0 million
of severance and related  charges in connection  with the  replacement  of three
senior  restaurant  executives during our 2006 second quarter that did not recur
in our  2007  second  quarter  and (2) a $3.0  million  reduction  in  incentive
compensation  including $0.8 million  representing  our current  estimate of the
portion allocable to the Management  Company.  The allocable portion  represents
the portion of the estimated incentive  compensation for the 2007 second quarter
attributable  to our former  senior  executive  officers who are employed by the
Management Company and are no longer employees of the Company effective June 29,
2007. There was no similar allocation reported in the 2006 second quarter. These
decreases  were  partially  offset by (1) a $1.8 million  increase in charitable
contributions, (2) a $1.3 million increase in relocation costs in our restaurant
segment  principally  attributable  to additional  estimated  declines in market
value and increased carrying costs related to homes we purchased for resale from
relocated  employees  and (3) a $1.3 million  increase in deferred  compensation
expense.  Deferred  compensation  expense  of $1.3  million  in the 2007  second
quarter and less than $0.1  million in the 2006 second  quarter  represents  the
increase in the fair value of investments in two deferred  compensation  trusts,
which we refer to as the Deferred  Compensation  Trusts,  for the benefit of the
Executives,  the obligation  under which was settled in the 2007 second quarter,
as  explained  in  more  detail  below  under  "Income  (Loss)  From  Continuing
Operations Before Income Taxes and Minority Interests."

     General and administrative  expenses  associated with the Deerfield portion
of our asset management segment,  which were $6.2 million for the second quarter
of 2007, will cease upon the completion of the Pending Deerfield Sale. Deerfield
had general and administrative  expenses of $14.3 million during the 2006 second
half,  a portion  of which will not recur as a result of the  completion  of the
Pending  Deerfield  Sale. We expect lower corporate  general and  administrative
expenses  principally due to (1) the resignation  effective June 29, 2007 of the
Executives  and  certain  other  officers  and  employees  of Triarc  who became
employees of the Management Company and are no longer employed by us and (2) our
sublease  to  the  Management  Company  of one of the  floors  of our  New  York
headquarters,  both partially  offset by the fees for professional and strategic
services to be provided to us under a two-year  transition services agreement we
entered into with the Management Company beginning June 30, 2007.

Depreciation and Amortization, Excluding Amortization of Deferred Financing
  Costs

     Our  depreciation  and  amortization,  excluding  amortization  of deferred
financing costs increased $3.7 million, or 25%, principally  reflecting (1) $1.2
million  related to the 41 net  restaurants  added since July 2, 2006,  (2) $1.8
million of asset  impairment  charges in the 2007 second quarter  related to (a)
asset  management  contracts for two CDOs, one of which was terminated early and
the other of which no longer has any future  projected cash flows to us, and (b)
and  an  underperforming   restaurant  and  (3)  depreciation  on  additions  to
properties at existing restaurants.

Facilities Relocation and Corporate Restructuring

     Our  facilities  relocation  and  corporate  restructuring  charge  of $0.8
million in the 2006 second quarter  represented a $1.0 million general corporate
charge  related  to our  decision  in  December  2005 not to move our  corporate
offices to a leased facility in Rye Brook, New York,  representing an adjustment
for the estimated costs from increasing the estimated marketing time to sublease
the space. This charge was partially offset by $0.2 million of net reductions of
previously recognized estimated charges for employee and office relocation costs
in connection with combining our then existing restaurant  operations with those
of RTM following the RTM Acquisition and relocating the corporate  office of the
restaurant  group  from Ft.  Lauderdale,  Florida  to new  offices  in  Atlanta,
Georgia.  The charge of $79.0  million in the 2007  second  quarter  consists of
general corporate severance of $79.2 million,  slightly offset by a $0.2 million
reduction of estimated  employee  relocation  costs in connection with combining
our  restaurant  operations.  The  general  corporate  charge  of $79.2  million
principally  related to the ongoing  transfer of  substantially  all of Triarc's
senior executive  responsibilities to the Arby's Restaurant Group executive team
in Atlanta,  Georgia.  In April 2007, we announced  that in light of the Pending
Deerfield Sale, we will be closing our New York  headquarters  and combining our
corporate operations with our restaurant operations in Atlanta,  Georgia,  which
is expected to be  completed  in early 2008.  Accordingly,  to  facilitate  this
transition,  we entered into negotiated contractual settlements,  which we refer
to  as  the  Contractual   Settlements,   with  the  Executives  evidencing  the
termination of their employment  agreements and providing for their  resignation
as executive  officers as of June 29, 2007.  Under the terms of the  Contractual
Settlements,  our Chairman,  who is also our former Chief Executive Officer,  is
entitled to a payment  consisting of cash and  investments  with a fair value of
$50.3 million as of July 1, 2007 and our Vice  Chairman,  who is also our former
President and Chief Operating  Officer,  is entitled to a payment  consisting of
cash and investments with a fair value of $25.1 million as of July 1, 2007, both
subject to  applicable  withholding  taxes during the 2007 fourth  quarter.  The
general  corporate  charge of $79.2  million  reflects the payment  entitlements
under the  Contractual  Settlements,  as well as severance due to another former
executive,  excluding incentive compensation relating to the 2007 first half and
including applicable employer payroll taxes.

     We  expect  to  incur  additional  severance  and  incentive   compensation
aggregating approximately $9.5 million,  consisting of $7.5 million with respect
to other New York headquarters'  executives and employees during the second half
of 2007 and early 2008 and $2.0  million  with  respect  to the chief  executive
officer of Deerfield upon  completion of the Pending  Deerfield Sale, as well as
an anticipated loss of approximately $0.9 million on properties and other assets
at our New York  headquarters,  principally  reflecting  assets  for  which  the
appraised value was less than book value, sold subsequent to July 1, 2007 to the
Management Company, all as part of the corporate restructuring.

Loss on Settlement of Unfavorable Franchise Rights

     During the 2006 second  quarter,  we  recognized  a loss on  settlement  of
unfavorable  franchise  rights of $0.7 million in connection with an acquisition
of nine  restaurants  in April  2006.  There was no  similar  loss on any of the
restaurants we acquired from franchisees  during the 2007 second quarter.  Under
accounting principles generally accepted in the United States of America,  which
we refer to as GAAP,  we are  required to record as an expense and exclude  from
the purchase price of acquired restaurants the value of any franchise agreements
that is  attributable to royalty rates below the current 4% royalty rate that we
receive  on  new  franchise  agreements.  The  amount  of  the  settlement  loss
represents  the present  value of the  estimated  amount of future  royalties by
which the royalty rate is  unfavorable  over the remaining life of the franchise
agreements.

Interest Expense

     Interest expense decreased $22.9 million, or 60%, principally  reflecting a
$23.4  million  decrease in  interest  expense on debt  securities  sold with an
obligation to purchase or under  agreements  to repurchase  due to the effective
redemption of our investment in the Opportunities Fund as of September 29, 2006,
which we refer to as the Redemption.  As a result of the Redemption we no longer
consolidate   the   Opportunities   Fund   subsequent  to  September  29,  2006.
Accordingly,  interest  expense and related net investment  income are no longer
affected by the  significant  leverage  associated with the  Opportunities  Fund
after September 29, 2006.

Loss on Early Extinguishments of Debt

     The loss on early extinguishment of debt of $0.9 million in the 2006 second
quarter, which did not recur in the 2007 second quarter,  principally related to
the write-off of previously  unamortized  deferred financing costs in connection
with  the  prepayment  of  $45.0  million  principal  amount  of our  term  loan
borrowings from excess cash, which we refer to as the Term Loan Prepayment.

Investment Income, Net

     The  following  table  summarizes  and  compares  the major  components  of
investment income, net:



                                                                       Three Months Ended
                                                                     -----------------------
                                                                     July 2,         July 1,
                                                                      2006            2007          Change
                                                                      ----            ----          ------
                                                                                 (In Millions)

                                                                                         
     Interest income...............................................$  29.3          $  2.3        $ (27.0)
     Recognized net gains..........................................    1.5            16.6           15.1
     Other than temporary unrealized losses........................   (0.1)           (1.7)          (1.6)
     Dividends.....................................................    0.4             0.4             --
     Other ........................................................   (0.4)             --            0.4
                                                                   -------          ------        -------
                                                                   $  30.7          $ 17.6        $ (13.1)
                                                                   =======          ======        =======


     Our  interest   income   decreased  $27.0  million  due  to  lower  average
outstanding balances of our interest-bearing investments principally as a result
of the Redemption  whereby our net investment income and interest expense are no
longer affected by the significant  leverage  associated with the  Opportunities
Fund after  September 29, 2006.  Our  recognized  net gains include (1) realized
gains and losses on (a) sales of our available-for-sale securities and (b) sales
and transfers from the Deferred Compensation Trusts of our investments accounted
for under the cost method of accounting  and (2) realized and  unrealized  gains
and losses on changes in the fair  values of our trading  securities,  including
derivatives, and, in 2006, securities sold short with an obligation to purchase.
The $15.1 million  increase in our recognized net gains includes $8.4 million of
gains  realized on the  transfer of several  cost  method  investments  from the
Deferred Compensation Trusts to the Executives in connection with the settlement
of the related  obligation to the Executives in the 2007 second quarter.  All of
these  recognized  gains and losses  may vary  significantly  in future  periods
depending   upon   changes   in  the   value  of  our   investments   and,   for
available-for-sale  securities, the timing of the sales of our investments.  The
increase in other than temporary unrealized losses of $1.6 million reflected the
recognition of impairment charges related to the decline in the market values of
four of our  available-for-sale  investments in CDOs in the 2007 second quarter.
Any other than  temporary  unrealized  losses are dependent  upon the underlying
economics   and/or   volatility   in   the   value   of   our   investments   in
available-for-sale  securities  and cost method  investments  and may or may not
recur in future periods.

     As of July 1,  2007,  we had  unrealized  holding  gains  and  (losses)  on
available-for-sale  marketable  securities  before  income  taxes  and  minority
interests  of $14.2  million  and  $(2.1)  million,  respectively,  included  in
"Accumulated other comprehensive  income." We evaluated the unrealized losses to
determine whether these losses were other than temporary and concluded that they
were not.  Should  either  (1) we decide to sell any of these  investments  with
unrealized  losses or (2) any of the  unrealized  losses  continue  such that we
believe they have become other than temporary,  we would recognize the losses on
the related investments at that time.

Gain on Sale of Unconsolidated Business

     The gain on sale of  unconsolidated  business  of $2.6  million in the 2007
second  quarter  related to our  investment in Encore  Capital  Group,  Inc., an
investee of ours which we refer to as Encore,  principally due to a cash sale of
a substantial  portion of our remaining  investment in Encore,  while we made no
similar sale in the 2006 second quarter.

Other Income, Net

     Other income, net decreased $3.1 million,  principally  reflecting (1) $1.7
million of gains  recognized in the 2006 second quarter,  which did not recur in
the 2007 second quarter,  on the sale of a portion of our investment in Jurlique
International  Pty Ltd.,  an  Australian  skin and beauty  products  company not
publicly traded,  which we refer to as Jurlique,  (2) a $0.4 million decrease in
equity in  earnings of Encore,  which we no longer  account for under the equity
method  subsequent  to May 10, 2007,  and (3) a $0.3 million  decrease in rental
income on restaurants not operated by us. As a result of the most recent sale of
a portion of our  investment in Encore  referred to in the preceding  paragraph,
which  closed on May 10,  2007,  we now own less than 1% of Encore and no longer
have  representation  on Encore's board of directors.  As a result, we no longer
have the ability to exercise significant  influence over operating and financial
policies  of  Encore.  Accordingly,  subsequent  to May 10,  2007,  we no longer
account for our remaining investment in Encore under the equity method.

Income (Loss) From Continuing Operations Before Income Taxes and Minority
  Interests

     Our income  (loss)  from  continuing  operations  before  income  taxes and
minority interests declined $71.7 million to a loss of $63.0 million in the 2007
second  quarter  from income of $8.7  million in the 2006 second  quarter.  This
decrease is attributed  principally  to a $78.2  million  increase in facilities
relocation and corporate  restructuring charges which, together with the effects
of the other variances, is discussed above.

     As discussed  above, we recognized  deferred  compensation  expense of less
than $0.1 million in the 2006 second quarter and $1.3 million in the 2007 second
quarter,  within general and administrative  expenses,  for the net increases in
the fair value of  investments  in the  Deferred  Compensation  Trusts,  for the
benefit of the Executives. The related obligation was settled in the 2007 second
quarter  following the  Executives'  resignation  and the assets in the Deferred
Compensation Trusts were either distributed to the Executives or used to satisfy
withholding taxes. Under GAAP, we were unable to recognize any investment income
for  unrealized  net  increases  in the fair value of those  investments  in the
Deferred  Compensation  Trusts that were  accounted for under the cost method of
accounting. We recognized net investment income from investments in the Deferred
Compensation  Trusts of less than $0.1  million and $8.5 million in the 2006 and
2007 second quarters, respectively. The net investment income in the 2007 second
quarter consisted of $8.4 million of realized gains almost entirely attributable
to the  transfer  of the  investments  to the  Executives  and $0.1  million  of
interest income. The unrealized net increase in the fair value of the investment
retained  by us of $3.2  million  at July 1, 2007 will be  recognized  when that
investment is sold.

(Provision For) Benefit From Income Taxes

     The provision for income taxes  represented a provision rate of 31% for the
three months ended July 2, 2006 and the benefit from income taxes  represented a
benefit rate of 57% for the three months ended July 1, 2007. The benefit rate in
the 2007 second quarter is higher than the United States Federal  statutory rate
of 35% due  principally to the effect of  recognizing a previously  unrecognized
contingent  tax benefit of $12.8  million in connection  with the  settlement of
certain  obligations  to the  Executives  relating to the Deferred  Compensation
Trusts  during the second  quarter of 2007,  for which the  related  expense was
principally recognized in prior years for financial statement purposes. The 2006
second quarter provision rate is lower, and the 2007 second quarter benefit rate
is also  higher,  than the 35%  statutory  rate as a  result  of the  effect  of
minority  interests in income of consolidated  subsidiaries which is not taxable
to us but included in pretax income or loss,  partially offset by (1) the effect
of  non-deductible  expenses and (2) state income taxes, net of Federal benefit,
due to the  differing  mix of  pretax  income  or loss  among  the  consolidated
entities which file state returns on an individual basis.

Minority Interests in Income of Consolidated Subsidiaries

     The minority  interests in income of  consolidated  subsidiaries  decreased
$1.6 million  principally  reflecting (1) $0.7 million of minority  interests in
the  Opportunities  Fund in the 2006 second  quarter  which did not recur in the
2007 second  quarter as a result of the  Redemption in September  2006 and (2) a
$0.7  million  decrease  due to lower  income of  Deerfield  in the 2007  second
quarter as compared with the 2006 second quarter.

     Minority interests in income of consolidated  subsidiaries are not expected
to be significant following the completion of the Pending Deerfield Sale.

Loss From Discontinued Operations

     The loss from  discontinued  operations in the 2006 second quarter consists
of  a  $0.1   million   loss  from   operations   related  to  our  closing  two
underperforming  restaurants  in the fourth  quarter of 2006.  Our  accompanying
condensed  consolidated  statement of operations for the three months ended July
2, 2006 has been  reclassified  to report the results of  operations  of the two
closed restaurants as discontinued operations.

Net Income (Loss)

     Our net income (loss)  declined $31.3 million to a loss of $28.0 million in
the 2007 second quarter from income of $3.3 million in the 2006 second  quarter.
This  decrease  is  attributed  to the $50.1  million  after  tax  effect of the
increase in facilities relocation and corporate  restructuring charges partially
offset by (1) $12.8 million from the  recognition  of a previously  unrecognized
contingent  tax benefit and (2) the $5.4  million  after tax effect of the gains
realized on the  transfer of several cost method  investments  from the Deferred
Compensation Trusts to the Executives in the 2007 second quarter,  together with
the after tax and applicable  minority  interest  effects of the other variances
discussed above.

Six Months Ended July 1, 2007 Compared with Six Months Ended July 2, 2006

Net Sales

     Our net  sales,  which  were  generated  entirely  from  the  Company-owned
restaurants,  increased  $15.7  million,  or 3%, to $545.1  million  for the six
months  ended July 1, 2007 from $529.4  million for the six months ended July 2,
2006, due to a $25.1 million increase in net sales from the 41 net Company-owned
restaurants  we added  since  July 2,  2006,  consisting  of 54 new  restaurants
opened,  with generally higher than average sales volumes,  and 9 restaurants we
acquired  from  franchisees  since July 2, 2006 as  compared  with 14  generally
underperforming  restaurants  we closed and 8 restaurants we sold to franchisees
since July 2, 2006. This increase was partially offset by a $9.4 million, or 2%,
decrease in same-store sales of our Company-owned restaurants.  Same-store sales
of our Company-owned restaurants in the 2007 first half were negatively impacted
by (1) a continuing  deterioration  of economic  conditions  in the Michigan and
Ohio  regions  where  we  have  a   disproportionate   number  of  Company-owned
restaurants, (2) poor weather conditions which decreased our customer traffic in
the  northern  and  central  sections  of the  United  States in the 2007  first
quarter,  (3)  advertising and promotions that were not as effective in the 2007
second  quarter as those in the 2006 second  quarter and (4) the effect of price
discounting  which we had expected to be more than offset by higher sales volume
from  increased  customer  traffic,  but which was not, under a value program as
discussed in the  comparison  of the  three-month  periods.  These  factors were
partially offset by (1) incremental  sales principally in the 2007 first quarter
from  some of our  limited  time  product  offerings  and (2) the  effect of the
selective price increases that were implemented in November 2006.

     We currently  anticipate  positive same-store sales growth of Company-owned
restaurants for the second half of 2007 as a result of the factors  discussed in
the comparison of the three-month periods.

Royalties and Franchise and Related Fees

     Our royalties and franchise and related fees, which were generated entirely
from the franchised restaurants, increased $1.5 million, or 4%, to $41.1 million
for the six  months  ended July 1, 2007 from  $39.6  million  for the six months
ended July 2, 2006, reflecting a $1.8 million net increase in royalties from the
86 franchised  restaurants opened since July 2, 2006, with generally higher than
average sales volumes,  and the 8 restaurants sold to franchisees  since July 2,
2006  replacing the royalties from the 31 generally  underperforming  franchised
restaurants  closed and the  elimination  of royalties from the 9 restaurants we
acquired from franchisees since July 2, 2006. This increase was partially offset
by a $0.3 million  decrease in franchise and related fees.  Same-store  sales of
the franchised  restaurants  for the 2007 first half were  relatively  unchanged
compared to the first half of 2006.

     We expect that our  royalties  and franchise and related fees will increase
during the second  half of 2007 as  compared  with the second  half of 2006 as a
result of the factors discussed in the comparison of the three-month periods.

Asset Management and Related Fees

     Our asset management and related fees,  which were generated  entirely from
the management of CDOs and Funds by Deerfield, increased $2.1 million, or 7%, to
$32.7  million for the six months ended July 1, 2007 from $30.6  million for the
six months ended July 2, 2006.  This  increase  principally  reflects (1) a $3.0
million net  increase in  management  fees from the net addition of 4 CDOs and 3
Funds since July 2, 2006, (2) a $1.1 million  increase in structuring  and other
related  fees  associated  with  new  CDOs and (3) a $0.2  million  increase  in
management  fees from existing CDOs and Funds.  These  increases  were partially
offset by (1) a $1.7 million  decrease in incentive fees earned on existing CDOs
principally  due to the  recognition  of $1.2  million  of  previously  deferred
contingent  fees on CDOs in the 2006 second  quarter  which did not recur in the
2007 first half and (2) a $0.3 million  decrease in incentive fees from the REIT
as a result of not meeting certain performance thresholds during the 2007 second
quarter due  primarily to a provision to increase the  allowance for loan losses
recognized  by  the  REIT  related  to a  particular  borrower  that  filed  for
protection under Chapter 11 of the United States Bankruptcy Code.

     Our asset management and related fees will cease upon the completion of the
Pending Deerfield Sale.  However, if the Pending Deerfield Sale is not completed
in 2007,  we expect that our asset  management  and related  fees for the second
half of 2007 will be less than the  second  half of 2006,  as  discussed  in the
comparison of the three-month periods.

Cost of Sales, Excluding Depreciation and Amortization

     Our  cost  of  sales,  excluding  depreciation  and  amortization  resulted
entirely  from the  Company-owned  restaurants.  Cost of sales  increased  $13.5
million,  or 3%, to $399.9 million,  resulting in a gross margin of 27%, for the
six months ended July 1, 2007, from $386.4 million,  resulting in a gross margin
of 27%, for the six months ended July 2, 2006.  The increase in cost of sales is
principally  attributable to the effect of the 41 net Company-owned  restaurants
added since July 2, 2006.  Our overall gross margin was  positively  impacted by
(1) our continuing  implementation of the more effective operational  procedures
of RTM at the restaurants we owned prior to the RTM  Acquisition,  (2) decreased
beverage  costs  partially due to increased  rebates  received in the 2007 first
quarter from a new  beverage  supplier we were in the process of  converting  to
during  the  2006  first  quarter  and (3) the  effect  of the  selective  price
increases  implemented in November 2006.  These positive  effects were offset by
(1) the price discounting  associated with the value program discussed above and
(2)  increases  in our cost of beef in the 2007  second  quarter  that more than
offset decreases in the 2007 first quarter.

     As discussed in the comparison of the  three-month  periods,  we expect our
overall  gross margin for the  remainder of 2007 will be  relatively  consistent
with the 2007 first half gross margin of 27%.

Cost of Services, Excluding Depreciation and Amortization

     Our  cost of  services,  excluding  depreciation  and  amortization,  which
resulted entirely from the management of CDOs and Funds by Deerfield,  increased
$1.8  million,  or 16%, to $13.2  million for the six months  ended July 1, 2007
from $11.4 million for the six months ended July 2, 2006  principally due to the
hiring of additional  personnel to support our current and anticipated growth in
assets under management and increased incentive  compensation levels of existing
personnel.

     Our cost of services will cease upon  completion  of the Pending  Deerfield
Sale since our royalties and franchise and related fees have no associated  cost
of services.

Advertising and Promotions

     Our  advertising and promotions  expenses  consist of third party costs for
local and national television,  radio, direct mail and outdoor  advertising,  as
well as point of sale materials and local restaurant  marketing.  These expenses
decreased $1.5 million,  or 4%,  despite the increase in net sales,  principally
due to a decrease in spending for local restaurant marketing  principally during
the 2007 second quarter.  We expect to shift a portion of this local spending to
help fund an  additional  national  advertising  campaign  in the second half of
2007.

     As discussed in the comparison of the  three-month  periods,  we expect our
advertising  and promotions  expenses for the second half of 2007 will be higher
than the comparable period of 2006.

General and Administrative, Excluding Depreciation and Amortization

     Our  general  and  administrative  expenses,   excluding  depreciation  and
amortization  decreased  $4.8  million,  or  4%,  principally  due to (1) a $5.1
million reduction in incentive  compensation including $2.7 million representing
our current  estimate of the portion  allocable to the Management  Company,  for
which there was no similar  allocation  in the 2006 first half,  as discussed in
more detail in the comparison of the  three-month  periods,  (2) $4.0 million of
severance and related charges in connection with the replacement of three senior
restaurant  executives  during our 2006 second quarter that did not recur in our
2007 first half and (3) a $0.6  million  decrease  in  share-based  compensation
primarily due to the effect of some of our employee  share-based awards becoming
fully  vested  prior  to  April  1,  2007  partially  offset  by the  effect  of
accelerated  vesting of some of our restricted  stock and equity interest awards
as  approved  by the  performance  compensation  subcommittee  of our  board  of
directors during the 2007 second quarter.  These decreases were partially offset
by (1) a $2.7 million  increase in relocation  costs in our  restaurant  segment
principally  attributable to additional  estimated  declines in market value and
increased carrying costs related to homes we purchased for resale from relocated
employees,  (2) a $1.7 million  increase in charitable  contributions  and (3) a
$1.4 million increase in deferred  compensation  expense.  Deferred compensation
expense of $2.5  million  in the 2007  first  half and $1.1  million in the 2006
first half  represents  the  increase  in the fair value of  investments  in two
Deferred  Compensation  Trusts, as discussed in more detail in the comparison of
the three-month periods.

     General and administrative  expenses  associated with the Deerfield portion
of our asset management segment,  which were $11.8 million for the first half of
2007,  will cease upon the completion of the Pending  Deerfield  sale. We expect
lower corporate general and administrative  expenses,  for the reasons discussed
in the comparison of the three-month periods.

Depreciation and Amortization, Excluding Amortization of Deferred Financing
  Costs

     Our  depreciation  and  amortization,  excluding  amortization  of deferred
financing costs increased $6.3 million, or 22%, principally  reflecting (1) $2.3
million  related to the 41 net  restaurants  added since July 2, 2006,  (2) $1.9
million of asset impairment  charges in the 2007 first half principally  related
to (a) asset  management  contracts  for two CDOs,  one of which was  terminated
early and the other of which no longer has any  projected  future  cash flows to
us, and (b) an underperforming restaurant, (3) $0.7 million related to losses on
disposals  of  properties  included in  depreciation  and  amortization  and (4)
depreciation on additions to properties at existing restaurants.

Facilities Relocation and Corporate Restructuring

     The charge of $1.6 million in the 2006 first half  consists of $1.0 million
of general  corporate  charges related to the decision not to move our corporate
offices to a leased  facility in Rye Brook,  New York and $0.6  million  related
principally  to additional  severance and retention  compensation  in connection
with combining our restaurant operations, both as discussed in the comparison of
the  three-month  periods.  The  charge of $79.4  million in the 2007 first half
consists of general  corporate  severance  of $79.2  million and a $0.2  million
additional charge for employee relocation costs in connection with combining our
restaurant operations. The general corporate charge of $79.2 million principally
related  to  transferring   substantially   all  of  Triarc's  senior  executive
responsibilities  to the Arby's  Restaurant  Group  executive  team in  Atlanta,
Georgia,  as  discussed  in more  detail in the  comparison  of the  three-month
periods.

     As discussed in the  comparison of the  three-month  periods,  we expect to
incur additional corporate restructuring charges aggregating approximately $10.4
million during the second half of 2007 and early 2008.

Loss on Settlement of Unfavorable Franchise Rights

     During  the  2006  first  half  we  recognized  a  loss  on  settlement  of
unfavorable  franchise  rights of $0.7 million in connection with an acquisition
of nine  restaurants  in April 2006,  for which there was no similar loss during
the 2007 first  half,  as  discussed  in more  detail in the  comparison  of the
three-month periods.

Interest Expense

     Interest expense decreased $34.9 million, or 53%, principally  reflecting a
$35.5  million  decrease in  interest  expense on debt  securities  sold with an
obligation to purchase or under  agreements to repurchase due to the Redemption,
as discussed in more detail in the comparison of the three-month periods.

Loss on Early Extinguishments of Debt

     The loss on early  extinguishments  of debt of  $13.4  million  in the 2006
first half,  which did not recur in the 2007 first half,  consisted of (1) $12.5
million which  resulted from the  conversions  and effective  conversions  of an
aggregate $167.4 million of our 5% convertible notes due 2023, which we refer to
as the  Convertible  Notes,  into  our  class A and  class B common  stock,  and
consisted of $8.7 million of negotiated inducement premiums that we paid in cash
and  shares of our class B common  stock and the  write-off  of $3.8  million of
related previously  unamortized  deferred financing costs and (2) a $0.9 million
write-off of previously  unamortized deferred financing costs in connection with
the Term Loan Prepayment.

Investment Income, Net

     The  following  table  summarizes  and  compares  the major  components  of
investment income, net:



                                                                         Six Months Ended
                                                                     -----------------------
                                                                     July 2,         July 1,
                                                                      2006            2007          Change
                                                                      ----            ----          ------
                                                                                 (In Millions)

                                                                                         
      Interest income.............................................$    47.3        $    4.8       $  (42.5)
      Recognized net gains........................................      4.4            37.7           33.3
      Other than temporary unrealized losses......................     (0.1)           (2.3)          (2.2)
      Dividends...................................................      0.6             0.7            0.1
      Other.......................................................     (0.5)           (0.1)           0.4
                                                                  ---------        --------       --------
                                                                  $    51.7        $   40.8       $  (10.9)
                                                                  =========        ========       ========


     Our  interest   income   decreased  $42.5  million  due  to  lower  average
outstanding balances of our interest-bearing investments principally as a result
of the Redemption  whereby our net investment income and interest expense are no
longer affected by the significant  leverage  associated with the  Opportunities
Fund after  September 29, 2006. Our  recognized net gains,  as discussed in more
detail in the comparison of the three-month periods, increased $33.3 million and
included (1) a $12.8 million realized gain on the sale in the 2007 first quarter
of one of our  available-for-sale  securities  and (2)  $8.4  million  of  gains
realized on the  transfer of several cost method  investments  from the Deferred
Compensation  Trusts to the Executives in connection  with the settlement of the
related  obligation to the  Executives  during the 2007 second  quarter.  All of
these  recognized  gains and losses  may vary  significantly  in future  periods
depending   upon   changes   in  the   value  of  our   investments   and,   for
available-for-sale  securities, the timing of the sales of our investments.  The
increase in other than temporary unrealized losses of $2.2 million reflected the
recognition of impairment charges related to the decline in the market values of
four of our  available-for-sale  investments in CDOs in the 2007 first half. Any
other  than  temporary  unrealized  losses  are  dependant  upon the  underlying
economics   and/or   volatility   in   the   value   of   our   investments   in
available-for-sale  securities  and cost method  investments  and may or may not
recur in future periods.

     As of July 1,  2007,  we had  unrealized  holding  gains  and  (losses)  on
available-for-sale  marketable  securities  before  income  taxes  and  minority
interests  of $14.2  million  and  $(2.1)  million,  respectively,  included  in
"Accumulated other comprehensive  income." We evaluated the unrealized losses to
determine whether these losses were other than temporary and concluded that they
were not.  Should  either  (1) we decide to sell any of these  investments  with
unrealized  losses or (2) any of the  unrealized  losses  continue  such that we
believe they have become other than temporary,  we would recognize the losses on
the related investments at that time.

Gain on Sale of Unconsolidated Business

     The  gain on sale of  unconsolidated  business  of $2.3  million  and  $2.6
million in the 2006 and 2007 first half,  respectively,  was  principally due to
cash sales of a portion of our investment in Encore in each period.

Other Income, Net

     Other income, net decreased $3.2 million,  principally  reflecting (1) $1.7
million of gains  recognized in the 2006 first half,  which did not recur in the
2007 first half, on the sale of a portion of our  investment in Jurlique,  (2) a
$0.6 million increase in the loss from a foreign currency  derivative related to
Jurlique which subsequently matured on July 5, 2007, (3) a $0.3 million decrease
in equity in earnings of Encore, which we no longer account for under the equity
method  subsequent  to May 10,  2007,  as  discussed  in the  comparison  of the
three-month  periods  and  (4) a $0.3  million  decrease  in  rental  income  on
restaurants not operated by us.

Income (Loss) From Continuing Operations Before Income Taxes and Minority
  Interests

     Our loss from  continuing  operations  before  income  taxes  and  minority
interests  increased  $38.6 million to $45.1 million in the 2007 first half from
$6.5  million in the 2006 first half.  This  increase is  attributed  to a $77.8
million increase in facilities  relocation and corporate  restructuring  charges
partially offset by (1) a $13.4 million loss on early extinguishments of debt in
the 2006 first half  which did not recur in the 2007 first  half,  (2) the $12.8
million  gain on sale of one of our  available-for-sale  securities  in the 2007
first  quarter with no similar gain in the 2006 second  quarter and (3) the $8.4
million of gains  realized on the  transfer of several  cost method  investments
from the  Deferred  Compensation  Trusts to the  Executives  in the 2007  second
quarter  with no similar  transfer  in the 2006  second  quarter.  Each of these
variances, together with the effects of the other variances, is discussed in the
captions above.

     As discussed  above, we recognized  deferred  compensation  expense of $1.1
million in the 2006 first half and $2.5  million in the 2007 first half,  within
general and administrative  expenses, for the net increases in the fair value of
investments  in  the  Deferred  Compensation  Trusts,  for  the  benefit  of the
Executives.  The  related  obligation  was  settled in the 2007  second  quarter
following  the   Executives'   resignation   and  the  assets  in  the  Deferred
Compensation Trusts were either distributed to the Executives or used to satisfy
withholding taxes. Under GAAP, we were unable to recognize any investment income
for  unrealized  net  increases  in the fair value of those  investments  in the
Deferred  Compensation  Trusts that were  accounted for under the cost method of
accounting. We recognized net investment income from investments in the Deferred
Compensation  Trusts of $0.1  million in the 2006 first half and $8.6 million in
the 2007 first half. The net investment  income in the 2006 first half consisted
principally of interest income. The net investment income in the 2007 first half
consisted of $8.4 million of realized gains almost entirely  attributable to the
transfer  of the  investments  to the  Executives  and $0.2  million of interest
income. The unrealized net increase in the fair value of the investment retained
by us of $3.2 million at July 1, 2007 will be recognized when that investment is
sold.

(Provision for) Benefit From Income Taxes

     The benefit from income taxes represented a tax rate of 45% and 63% for the
six months ended July 2, 2006 and July 1, 2007,  respectively.  The benefit rate
for the six months ended July 1, 2007 is significantly  higher than the rate for
the  comparable  period in 2006 due  principally  to the effect of recognizing a
previously  unrecognized  contingent  tax benefit of $12.8 million in connection
with the settlement of certain  obligations  to the  Executives  relating to the
Deferred  Compensation  Trusts  during  the  first  half of 2007,  for which the
related  expense  was  principally  recognized  in  prior  years  for  financial
statement purposes.

Minority Interests in Income of Consolidated Subsidiaries

     The minority  interests in income of  consolidated  subsidiaries  decreased
$1.5 million  principally  reflecting (1) $2.4 million of minority  interests in
the  Opportunities  Fund in the 2006  first half which did not recur in the 2007
first  half as a  result  of the  Redemption  in  September  2006 and (2) a $1.0
million  decrease  due to lower  income of  Deerfield  in the 2007 first half as
compared  with the 2006 first  half,  both  partially  offset by a $1.9  million
correction  in the  2007  first  quarter  of a prior  period  understatement  of
minority  interests in income of consolidated  subsidiaries which was not deemed
to be material to our consolidated financial statements.

     Minority interests in income of consolidated  subsidiaries are not expected
to be significant following the completion of the Pending Deerfield Sale.

Loss From Discontinued Operations

     The  loss  from  discontinued   operations   related  to  our  closing  two
underperforming restaurants in the fourth quarter of 2006 and consists of a $0.2
million  loss from  operations  in the 2006  first half and an  additional  $0.1
million loss on disposal in the 2007 first quarter.  Our accompanying  condensed
consolidated  statement of operations  for the six months ended July 2, 2006 has
been  reclassified  to  report  the  results  of  operations  of the two  closed
restaurants as discontinued operations.

Net Income (Loss)

     Our net loss  increased  $11.4  million to $20.9  million in the 2007 first
half from $9.5 million in the 2006 first half  attributed  to the $49.8  million
after  tax  effect  of the  increase  in  facilities  relocation  and  corporate
restructuring charges partially offset by (1) $12.8 million from the recognition
of a previously  unrecognized contingent tax benefit, (2) the $8.6 million after
tax effect of the loss on early  extinguishments  of debt in the 2006 first half
which did not  recur in the 2007  first  half,  (3) the $8.2  million  after tax
effect from the gain on sale of one of our available-for-sale  securities in the
2007 first  quarter  and (4) the $5.4  million  after tax effect  from the gains
realized on the  transfer of several cost method  investments  from the Deferred
Compensation Trusts to the Executives in the 2007 second quarter,  together with
the after tax and applicable  minority  interest  effects of the other variances
discussed above.





Liquidity and Capital Resources

Cash Flows From Continuing Operating Activities

     Our consolidated  operating activities from continuing  operations provided
cash and cash  equivalents,  which we refer to in this  discussion  as cash,  of
$27.6 million  during the six months ended July 1, 2007  principally  reflecting
(1) the  provision,  net of payments,  for  facilities  relocation and corporate
restructuring  of $78.9 million,  (2)  depreciation  and  amortization  of $35.4
million,  (3) a share-based  compensation  provision of $6.9 million and (4) the
receipt  of a  deferred  vendor  incentive,  net of amount  recognized,  of $5.9
million,  all partially  offset by (1) net operating  investment  adjustments of
$29.1 million, (2) a deferred income tax benefit of $28.8 million, (3) cash used
by changes in operating  assets and liabilities of $22.0 million and (4) our net
loss of $21.0 million.

     The cash used by  changes in  operating  assets  and  liabilities  of $22.0
million  principally  reflects a $39.4 million  decrease in accounts payable and
accrued  expenses  and other  current  liabilities  partially  offset by a $16.5
million  decrease in accounts  and notes  receivable.  The  decrease in accounts
payable and accrued  expenses and other current  liabilities was principally due
to the annual payment of previously accrued incentive compensation. The decrease
in accounts and notes  receivable  resulted from collections of asset management
incentive fees receivable that were recognized principally in the fourth quarter
of 2006.  Our asset  management  revenues are higher in our fourth  quarter as a
result of our revenue  recognition  accounting policy for incentive fees related
to the Funds  which are  based  upon  performance  and are  recognized  when the
amounts become fixed and  determinable  upon the close of a performance  period.
The net operating investment  adjustments  principally reflect (1) $26.1 million
of other net recognized gains, net of other than temporary  losses,  including a
$12.8 million gain realized on one specific  available-for-sale security we sold
in the 2007 first quarter and $8.4 million of gains  realized on the transfer of
several cost method  investments  from the Deferred  Compensation  Trusts to the
Executives  in the 2007 second  quarter and (2) $9.3  million of net  recognized
gains from trading  securities,  derivatives  and short positions in securities,
both  partially  offset  by $6.0  million  of  proceeds  from  sales of  trading
securities and net settlements of trading derivatives.

     Assuming the Pending  Deerfield Sale is completed,  we expect that our cash
flows from continuing  operating activities will use cash during the second half
of 2007 as a result of (1) the severance and contractual  settlement payments in
connection with the corporate restructuring as discussed above in the comparison
of the three-month periods under "Results of Operations - Facilities  Relocation
and Corporate  Restructuring" and (2) the cessation of operating cash flows from
Deerfield upon its sale.

Working Capital and Capitalization

     Working capital, which equals current assets less current liabilities,  was
a deficit of $8.1  million at July 1, 2007,  reflecting a current  ratio,  which
equals  current  assets  divided by current  liabilities,  of slightly less than
1.0:1.  Working  capital at July 1, 2007  decreased  $169.3  million from $161.2
million at December 31, 2006, primarily due to (1) the reclassification of $91.8
million  of net  current  assets  in the  Equities  Account  as  non-current  in
connection  with our entering  into an  agreement  with the  Management  Company
whereby we will not withdraw our investment  from the Equities  Account prior to
December 31, 2010 and (2) a $79.2 million increase in accrued expenses and other
current  liabilities  and deferred  compensation  payable to the  Executives and
another  former  executive for severance to be settled  through a combination of
cash payments and the transfer of short-term investments in the 2007 second half
in connection with our corporate  restructuring,  as discussed in more detail in
the  comparison  of the  three-month  periods  under  "Results of  Operations  -
Facilities Relocation and Corporate Restructuring."

     Our total  capitalization at July 1, 2007 was $1,170.6 million,  consisting
of  stockholders'  equity of $435.2  million,  long-term debt of $731.1 million,
including  current  portion,  and  notes  payable  of $4.3  million.  Our  total
capitalization  at July 1, 2007 decreased $31.8 million from $1,202.4 million at
December 31, 2006 principally  reflecting (1) our net loss of $21.0 million, (2)
dividends  paid of $16.1 million and (3) the  components of  comprehensive  loss
that   bypass   net  income  of  $6.7   million   principally   reflecting   the
reclassification  of prior period unrealized  holding gains into net income upon
our sales of  available-for-sale  securities,  all  partially  offset by a $10.8
million net increase in long-term debt,  including  current  portion,  and notes
payable.

Credit Agreement

     We have a credit agreement,  which we refer to as the Credit Agreement, for
our restaurant segment. The Credit Agreement includes a senior secured term loan
facility, which we refer to as the Term Loan, with a remaining principal balance
of $556.6  million  as of July 1,  2007 and a senior  secured  revolving  credit
facility of $100.0  million,  under which there were no borrowings as of July 1,
2007. However,  the availability under the facility as of July 1, 2007 was $93.4
million,  which is net of a reduction of $6.6 million for outstanding letters of
credit. The Term Loan has scheduled repayments of $3.1 million during the second
half of 2007.  In  addition,  the  Term  Loan  requires  annual  prepayments  of
principal amounts resulting from excess cash flows of the restaurant segment and
from  certain  events,  both  as  determined  under  the  Credit  Agreement.  No
prepayments  were required under the Term Loan during the 2007 first half and we
do not expect that any will be required during the second half of 2007.

Sale-Leaseback Obligations

     We have outstanding $94.3 million of sale-leaseback  obligations as of July
1, 2007,  which relate to our  restaurant  segment and are due through  2027, of
which $1.0 million is due during the second half of 2007.

Capitalized Lease Obligations

     We have outstanding  $70.4 million of capitalized  lease  obligations as of
July 1, 2007, which relate to our restaurant segment and extend through 2036, of
which $1.9 million is due during the second half of 2007.

Convertible Notes

     We have  outstanding  at July 1, 2007,  $2.1 million of  Convertible  Notes
which do not  have  any  scheduled  principal  repayments  prior to 2023 and are
convertible into 52,000 shares of our class A common stock and 105,000 shares of
our class B common stock.  The  Convertible  Notes are  redeemable at our option
commencing  May 20, 2010 and at the option of the holders on May 15, 2010,  2015
and 2020 or upon the occurrence of a fundamental change, as defined, relating to
us, in each case at a price of 100% of the principal  amount of the  Convertible
Notes plus accrued interest.

Other Long-Term Debt

     We have  outstanding  a secured bank term loan payable  through 2008 in the
amount of $3.8  million as of July 1, 2007,  of which $1.6 million is due during
the second half of 2007. We also have outstanding $2.0 million under a revolving
note as of July 1, 2007,  which we refer to as the Revolving Note,  which is due
in 2009 but  which we  expect  to  repay  at or prior to the  completion  of the
Pending  Deerfield  Sale.  Additionally,  we have  outstanding  $1.9  million of
leasehold  notes as of July 1, 2007,  which are due through  2018, of which $0.1
million is due during the second half of 2007.

Notes Payable

     We have  outstanding  $4.3 million of notes  payable as of July 1, 2007. Of
these,  $2.8 million relate to our asset  management  segment and are secured by
some of our  short-term  investments  in preferred  shares of CDOs as of July 1,
2007. These notes are non-recourse  except in limited  circumstances and have no
stated  maturities  but  must be  repaid  from  either a  portion  or all of the
distributions  we receive on, or sales proceeds  from, the respective  preferred
shares of CDOs, as well as a portion of the asset  management fees to be paid to
us  from  the  respective  CDOs.  The  other  $1.5  million  represents  secured
borrowings by an  independently  controlled  advertising  cooperative,  which we
refer to as AFA and which is  consolidated  as part of our  restaurant  segment,
under a $3.5 million line of credit which expires in July 2008.

Revolving Credit Facilities

     We  have  $93.4  million  available  for  borrowing  under  our  restaurant
segment's $100.0 million  revolving credit facility as of July 1, 2007, which is
net of the reduction of $6.6 million for outstanding  letters of credit as noted
above.  In addition,  our  restaurant  segment has a $30.0  million  conditional
funding  commitment,  of which $24.6  million was  available as of July 1, 2007,
from a real estate finance company for sale-leaseback  financing for development
and  operation  of  Arby's  restaurants.  This  conditional  funding  commitment
currently ends on July 31, 2008.  Additionally,  AFA has $2.0 million  available
for  borrowing  under its $3.5  million  line of  credit.  Our asset  management
segment has $8.0 million  available  under the Revolving Note as of July 1, 2007
which,  upon  completion  of the  Pending  Deerfield  Sale,  would no  longer be
available.

Debt Repayments and Covenants

     Our total scheduled  long-term debt and notes payable repayments during the
second half of 2007 are $10.9 million  consisting of $3.1 million under our Term
Loan,  $2.0 million  expected to be paid under our Revolving  Note, $1.9 million
relating to capitalized  leases,  $1.6 million under our secured bank term loan,
$1.2 million expected to be paid under our notes payable,  $1.0 million relating
to sale-leaseback obligations and $0.1 million under our leasehold notes.

     Our Credit Agreement  contains various covenants relating to our restaurant
segment, the most restrictive of which (1) require periodic financial reporting,
(2) require meeting certain  leverage and interest  coverage ratio tests and (3)
restrict,  among other matters, (a) the incurrence of indebtedness,  (b) certain
asset dispositions, (c) certain affiliate transactions, (d) certain investments,
(e) certain capital  expenditures and (f) the payment of dividends indirectly to
Triarc. We were in compliance with all of these covenants as of July 1, 2007 and
we expect  to  remain  in  compliance  with all of these  covenants  during  the
remainder of 2007. In May 2007 we obtained an amendment to the Credit  Agreement
which revised certain of the covenants to make them less restrictive,  including
the leverage  and interest  coverage  ratio tests.  We incurred  $1.2 million of
deferred  financing costs  representing  the fees paid to our lenders related to
this  amendment.  As of July 1, 2007 there was $31.4  million  available for the
payment of  dividends  indirectly  to Triarc  under the  covenants of the Credit
Agreement.

     A  significant  number  of the  underlying  leases  for our  sale-leaseback
obligations  and our  capitalized  lease  obligations,  as well as our operating
leases,  require or required periodic financial  reporting of certain subsidiary
entities within our restaurant  segment or of individual  restaurants,  which in
many cases has not been  prepared or reported.  We have  negotiated  waivers and
alternative  covenants  with  our  most  significant  lessors  which  substitute
consolidated   financial  reporting  of  our  restaurant  segment  for  that  of
individual  subsidiary  entities and which  modify  restaurant  level  reporting
requirements for more than half of the affected leases. Nevertheless, as of July
1, 2007,  we were not in  compliance,  and remain  not in  compliance,  with the
reporting  requirements  under those  leases for which  waivers and  alternative
financial  reporting  covenants have not been negotiated.  However,  none of the
lessors has asserted that we are in default of any of those lease agreements. We
do not believe that this  non-compliance  will have a material adverse effect on
our condensed consolidated financial position or results of operations.

Contractual Obligations

     Our contractual obligations as reported in Item 7 of our Form 10-K included
a $35.7  million  obligation  as of December 31, 2006 for deferred  compensation
payable  to  related  parties.  In  the  2007  second  quarter,   following  the
resignation of the Executives,  we settled this obligation  which was previously
due January 1, 2008. In addition, we entered into a two-year transition services
agreement  with the Management  Company  beginning June 30, 2007 under which the
Management  Company will provide us with a range of  professional  and strategic
services for which we are  obligated to pay $6.0 million  during the second half
of 2007 and an aggregate  of $13.0  million  during  fiscal years 2008 and 2009.
There were no other  significant  changes to our contractual  obligations  since
December 31, 2006.  However,  we are currently unable to estimate the amount and
timing of future cash tax  payments  relating  to the  potential  settlement  of
uncertain  income tax positions,  the reserves for which have been determined in
accordance with FASB  Interpretation No. 48, which we refer to as Interpretation
48,  "Accounting  for  Uncertainty in Income Taxes - an  interpretation  of FASB
Statement No. 109." We adopted  Interpretation 48 commencing with our 2007 first
quarter.  Our total  reserves for  uncertain  income tax  positions  relating to
continuing operations as determined under Interpretation 48 was $13.8 million as
of July 1, 2007.

Guarantees and Commitments

     Our wholly-owned subsidiary,  National Propane Corporation,  which we refer
to as National Propane,  retains a less than 1% special limited partner interest
in our former propane business, now known as AmeriGas Eagle Propane, L.P., which
we refer to as AmeriGas Eagle.  National  Propane agreed that while it remains a
special limited partner of AmeriGas Eagle,  National Propane would indemnify the
owner of AmeriGas  Eagle for any payments the owner makes related to the owner's
obligations   under  certain  of  the  debt  of  AmeriGas   Eagle,   aggregating
approximately  $138.0 million as of July 1, 2007, if AmeriGas Eagle is unable to
repay or refinance such debt, but only after recourse by the owner to the assets
of AmeriGas Eagle.  National  Propane's  principal asset is an intercompany note
receivable  from  Triarc in the amount of $50.0  million as of July 1, 2007.  We
believe it is unlikely  that we will be called upon to make any  payments  under
this  indemnity.  Prior to 2006  AmeriGas  Propane,  L.P.,  which we refer to as
AmeriGas  Propane,  purchased all of the interests in AmeriGas  Eagle other than
National Propane's special limited partner interest.  Either National Propane or
AmeriGas  Propane may require  AmeriGas Eagle to repurchase the special  limited
partner  interest.  However,  we believe it is unlikely  that either party would
require  repurchase  prior to 2009 as either  AmeriGas  Propane would owe us tax
indemnification payments if AmeriGas Propane required the repurchase or we would
accelerate  payment  of  deferred  taxes of $35.9  million  as of July 1,  2007,
including $34.5 million associated with the gain on sale of the propane business
and the remainder associated with other tax basis differences, prior to 2006, of
our propane business if National Propane required the repurchase.  As of July 1,
2007,  we have  net  operating  loss  tax  carryforwards  sufficient  to  offset
substantially all of the remaining deferred taxes.

     RTM  guarantees  the  lease  obligations  of 23  RTM  restaurants  formerly
operated  by  affiliates  of RTM as of July 1,  2007,  which  we refer to as the
Affiliate Lease  Guarantees.  The RTM selling  stockholders  have indemnified us
with respect to the guarantee of the remaining lease  obligations.  In addition,
RTM remains  contingently liable for 21 leases for restaurants sold by RTM prior
to the RTM  Acquisition  if the  respective  purchasers do not make the required
lease  payments.  All of these lease  obligations,  which extend  through  2025,
including all existing  extension or renewal option  periods,  could aggregate a
maximum  of  approximately   $37.0  million  as  of  July  1,  2007,   including
approximately  $32.0 million under the Affiliate Lease Guarantees,  assuming all
scheduled  lease payments have been made by the respective  tenants through July
1, 2007.


Capital Expenditures

     Cash capital  expenditures  amounted to $34.2 million during the 2007 first
half.  We expect that cash  capital  expenditures  will be  approximately  $55.0
million during the second half of 2007  principally  relating to (1) the opening
of an estimated 25 new  Company-owned  restaurants,  (2) remodeling  some of our
existing   restaurants  and  (3)  maintenance   capital   expenditures  for  our
Company-owned restaurants.  We have $33.8 million of outstanding commitments for
capital  expenditures  as of July 1, 2007, of which $26.8 million is expected to
be paid during the second half of 2007.

Dividends

     On  March  15,  2007  and  June 15,  2007 we paid  regular  quarterly  cash
dividends of $0.08 and $0.09 per share on our class A and class B common  stock,
respectively,  aggregating $16.1 million. On August 9, 2007, we declared regular
quarterly  cash  dividends  of $0.08  and  $0.09 per share on our class A common
stock and class B common stock,  respectively,  payable on September 15, 2007 to
holders of record on September 1, 2007.  Our board of directors  has  determined
that until December 30, 2007 regular quarterly cash dividends paid on each share
of class B common  stock will be at least  110% of the  regular  quarterly  cash
dividends  paid on each share of class A common stock,  but has not yet made any
similar  determination beyond that date.  Accordingly,  after December 30, 2007,
our class B common stock will be entitled to  participate  at least equally on a
per  share  basis  with our  class A common  stock  in any  cash  dividends.  We
currently  intend  to  continue  to  declare  and  pay  regular  quarterly  cash
dividends;  however,  there  can be no  assurance  that  any  regular  quarterly
dividends  will be  declared or paid in the future or of the amount or timing of
such  dividends,  if any. If we pay regular  quarterly  cash  dividends  for the
fourth  quarter  of 2007 at the  same  rates  as to be  paid in our  2007  third
quarter,  our total cash  requirement  for dividends for the second half of 2007
would be $16.1  million  based on the  number  of our class A and class B common
shares outstanding at July 31, 2007.

Income Taxes

     The statute of limitations for examination by the Internal Revenue Service,
which we refer to as the IRS,  of our  Federal  income  tax  return for the year
ended  December  29, 2002  expired  during  2006 and years prior  thereto are no
longer  subject  to  examination.  Our  Federal  income  tax  returns  for years
subsequent to December 29, 2002 are not currently  under  examination by the IRS
although some of our state income tax returns are currently  under  examination.
We have received notices of proposed tax adjustments aggregating $6.4 million in
connection  with  certain of these state  income tax  returns.  However,  we are
contesting  these proposed  adjustments and,  accordingly,  cannot determine the
ultimate  amount of any  resulting  tax  liability  or any related  interest and
penalties.

Treasury Stock Purchases

     Our  management  is  currently  authorized,  when and if market  conditions
warrant and to the extent legally  permissible,  to repurchase  through December
28,  2008 up to a total of $50.0  million  of our class A and/or  class B common
stock. We did not make any treasury stock  purchases  during the 2007 first half
and we cannot assure you that we will  repurchase  any shares under this program
in the future.

Universal Shelf Registration Statement

     In December 2003, the Securities and Exchange Commission, which we refer to
as the SEC, declared effective a Triarc universal shelf  registration  statement
in connection  with the possible future offer and sale, from time to time, of up
to $2.0  billion of our common  stock,  preferred  stock,  debt  securities  and
warrants  to  purchase  any of  these  types  of  securities.  Unless  otherwise
described  in the  applicable  prospectus  supplement  relating  to any  offered
securities,  we  anticipate  using the net proceeds of each offering for general
corporate   purposes,   including   financing   of   acquisitions   and  capital
expenditures,  additions to working  capital and repayment of existing  debt. We
have not presently made any decision to issue any specific securities under this
universal shelf registration statement.

Business Acquisitions

     We continue to evaluate strategic opportunities to enhance the value of our
Company, which may include business acquisitions within the restaurant industry.

Cash Requirements

     Our consolidated cash requirements for continuing operations for the second
half of 2007 anticipate the use of cash for operating activities,  including the
severance  payments in connection with our corporate  restructuring as discussed
above  in  "Results  of  Operations  -  Facilities   Relocation   and  Corporate
Restructuring."   Our  cash   requirements   other  than   operating  cash  flow
requirements  for the  second  half of  2007,  consist  principally  of (1) cash
capital  expenditures  of  approximately  $55.0  million,  (2) a  maximum  of an
aggregate  $50.0  million of payments  for  repurchases,  if any, of our class A
and/or  class B common  stock for treasury  under our current  stock  repurchase
program,  (3) regular quarterly cash dividends  aggregating  approximately $16.1
million, (4) scheduled debt principal repayments  aggregating $10.9 million, (5)
any  prepayments  under  our  Credit  Agreement  and  (6) the  cost of  business
acquisitions, if any. We anticipate meeting all of these requirements, including
the  requirements  for  operations,  through  (1) the use of our liquid  current
assets, (2) borrowings under our restaurant  segment's revolving credit facility
of which $93.4 million is currently  available,  (3) the remaining $24.6 million
available under the conditional funding commitment for sale-leaseback  financing
from the real estate  finance  company,  (4) proceeds from the completion of the
Pending  Deerfield  Sale, net of payments  required to  concurrently  repurchase
minority  interests in Deerfield held by affiliates of one of its executives who
is a former  director of ours, as discussed in more detail below under  "Pending
Deerfield  Sale," (5) proceeds from sales, if any, of our remaining  investments
and (6) proceeds  from sales,  if any, of up to $2.0  billion of our  securities
under the universal shelf registration statement.

Pending Deerfield Sale

     On April 19, 2007, we entered into a definitive  agreement whereby the REIT
will acquire  Deerfield.  Deerfield  represents  substantially  all of our asset
management  business  segment.  At July 1,  2007,  we owned 2.6% of the REIT and
account for our investment in the REIT in accordance with the equity method. The
total  consideration to be received by us and the other members of Deerfield was
valued  at  approximately  $300.0  million  as of  April  19,  2007,  consisting
principally of $145.0 million in cash, 9,635,000 shares of the REIT, which had a
market  value of  approximately  $145.0  million  based upon the  average of the
closing  prices of the REIT common stock for the ten trading days prior to April
19,  2007,  which we refer to as the REIT  Average  Stock  Price,  of $15.05 per
share,  the  distribution  of  330,000  shares  of the REIT  currently  owned by
Deerfield to the selling  members,  which had a market value based upon the REIT
Average Stock Price of approximately  $5.0 million and cash  distributions  from
Deerfield to the selling  members.  The  consideration  to be received by us and
other members of Deerfield is subject to adjustment under certain circumstances,
including a deduction for any amount  outstanding  under the  revolving  note of
Deerfield,  which is $2.0 million as of July 1, 2007.  Based on the REIT Average
Stock Price of $15.05,  we would receive minimum  consideration of approximately
$170.0 million before  expenses and amounts to be held in escrow for our capital
interest  of 63.6% and our  profits  interest  of at least  52.3% in  Deerfield.
However,  at July 1, 2007,  the market price of the REIT common stock was $14.63
per share and as of July 31,  2007 was  $10.97  per share and has  continued  to
decline  subsequent to that date. The total  consideration that we will receive,
including  the number of shares we will receive in the REIT,  is dependent  upon
our profits  interest in Deerfield and the actual price of the REIT common stock
at the  time  of  closing.  A  portion  of the  consideration,  in the  form  of
approximately  2.5 million shares of the REIT issuable in the transaction,  will
be deposited  into an escrow  account to be used to satisfy any  indemnification
claims  related to Deerfield  and will not be reflected as  consideration  until
released from escrow. The Pending Deerfield Sale is subject to customary closing
conditions, including as of July 1, 2007, approval by the REIT stockholders, the
finalization  of funding under a financing  commitment  received by the REIT for
the cash portion of the sales price and a registration statement covering resale
of the REIT shares to be received by us being declared  effective by the SEC. On
August 9, 2007, the REIT  stockholders  approved the Pending Deerfield Sale. The
sale is currently  expected to close on August 14, 2007 and we currently  expect
the sale will result in significantly lower proceeds than the approximate $300.0
million set forth  above as a result of the  decline in the market  price of the
REIT common stock previously disclosed.

     Two of Deerfield's executives, one of whom is a former director of ours, in
the aggregate  currently hold  approximately  one-third of the capital interests
and profit interests in Deerfield.  Those executives have rights, which we refer
to as the Put Rights,  under Deerfield's existing operating agreement to require
us to acquire,  for cash, a substantial  portion of their interests in Deerfield
under  certain  circumstances.  In that  regard,  the Put  Right of one of those
executives  can be  exercised  upon the sale of  Deerfield  and in May 2007 that
executive  gave  notice  exercising  his right to  require  us to  purchase  his
approximate  one-quarter  interests in Deerfield  concurrent with the closing of
the Pending  Deerfield Sale,  which we refer to as the Put Exercise.  Since this
executive  has the  right  to be paid in  cash,  the  amount  to be paid to such
executive  is not  affected by any change in the common  stock price of the REIT
subsequent  to April 19, 2007 and is  currently  estimated  to be between  $70.0
million and $75.0 million. We, however,  would receive a combination of cash and
shares issued by the REIT for such interests upon the sale of Deerfield of which
a portion of the shares will be held in escrow. Subsequent to the closing of the
Pending  Deerfield Sale and assuming we receive all of the shares held in escrow
for which we are  entitled,  and the  additional  shares to be received from the
sale of the Deerfield interests to be acquired under the Put Exercise, we expect
that we will own approximately 15% of the REIT,  including 1.0 million shares of
the REIT, or approximately 2%, that are currently held in deferred  compensation
trusts  that will be  distributed  to the  Executives  during the second half of
2007.

     The  results  of  operations  of  Deerfield   have  been  included  in  the
accompanying condensed consolidated financial statements for the three-month and
six-month  periods  ended July 2, 2006 and July 1, 2007 and will  continue to be
reported in our results of operations  through the date of the Pending Deerfield
Sale. We do not  anticipate  that  Deerfield  will be reported as a discontinued
operation  since  we  will  have  significant   continuing  involvement  in  the
operations of Deerfield  after the sale through the  significant  number of REIT
shares that we will own subsequent to the closing of the Pending Deerfield Sale.

     Summary financial data for Deerfield, which, as discussed above, represents
substantially all of our asset management  business  segment,  as of and for the
six months ended July 1, 2007 is as follows (in thousands):


                                                          
                   Total assets..............................$     128,508
                   Revenues..................................       32,719
                   Operating profit..........................        4,001
                   Income from continuing operations before
                     income taxes and minority interests.....        3,268


Legal and Environmental Matters

     In 2001, a vacant property owned by Adams Packing Association,  Inc., which
we refer to as Adams Packing,  an inactive subsidiary of ours, was listed by the
United States Environmental Protection Agency on the Comprehensive Environmental
Response,  Compensation and Liability  Information System,  which we refer to as
CERCLIS,  list of known or suspected  contaminated  sites.  The CERCLIS  listing
appears  to have  been  based on an  allegation  that a former  tenant  of Adams
Packing conducted drum recycling  operations at the site from some time prior to
1971 until the late 1970's.  The business  operations of Adams Packing were sold
in December 1992. In February 2003, Adams Packing and the Florida  Department of
Environmental  Protection,  which we refer to as the  Florida  DEP,  agreed to a
consent  order  that  provided  for  development  of a  work  plan  for  further
investigation   of  the  site  and  limited   remediation   of  the   identified
contamination.  In May 2003, the Florida DEP approved the work plan submitted by
Adams  Packing's  environmental  consultant  and during 2004 the work under that
plan was completed.  Adams Packing submitted its contamination assessment report
to the Florida DEP in March 2004.  In August  2004,  the Florida DEP agreed to a
monitoring  plan consisting of two sampling events which occurred in January and
June 2005 and the results were  submitted to the Florida DEP for its review.  In
November 2005,  Adams Packing received a letter from the Florida DEP identifying
certain  open issues with  respect to the  property.  The letter did not specify
whether any further  actions are  required to be taken by Adams  Packing.  Adams
Packing sought clarification from the Florida DEP in order to attempt to resolve
this  matter.  On May 1, 2007,  the Florida DEP sent a letter  clarifying  their
prior correspondence and reiterated the open issues identified in their November
2005 letter.  In addition,  the Florida DEP offered  Adams Packing the option of
voluntarily  taking part in a recently  adopted  state program that could lessen
site clean up  standards,  should such a clean up be required  after a mandatory
further study and site  assessment  report.  We, our consultants and our outside
counsel are presently  reviewing these new options and no decision has been made
on a course of action based on the Florida  DEP's offer.  Nonetheless,  based on
provisions  made prior to 2006 of $1.7  million for all of these costs and after
taking into  consideration  various legal  defenses  available to us,  including
Adams  Packing,  Adams  Packing has provided  for its estimate of its  remaining
liability for completion of this matter.

     In addition to the environmental matter described above, we are involved in
other litigation and claims incidental to our current and prior  businesses.  We
and our  subsidiaries  have  reserves  for all of our  legal  and  environmental
matters  aggregating  $0.8  million as of July 1, 2007.  Although the outcome of
these matters  cannot be predicted  with certainty and some of these matters may
be disposed of  unfavorably  to us,  based on currently  available  information,
including legal defenses available to us and/or our subsidiaries,  and given the
aforementioned  reserves,  we do not believe that the outcome of these legal and
environmental  matters  will have a  material  adverse  effect on our  condensed
consolidated financial position or results of operations.

Application of Critical Accounting Policies

     The only significant  change to the application of our critical  accounting
policies  since  December  31, 2006 as disclosed in Item 7 of our 2006 Form 10-K
results from our adoption of  Interpretation  48 effective January 1, 2007. As a
result,  we now measure income tax  uncertainties  in accordance with a two-step
process of  evaluating a tax position.  We first  determine if it is more likely
than not that a tax position  will be sustained  upon  examination  based on the
technical   merits   of  the   position.   A  tax   position   that   meets  the
more-likely-than-not  recognition  threshold  is then  measured  as the  largest
amount that has a greater than fifty percent  likelihood of being  realized upon
effective  settlement.  In accordance with this method, as of January 1, 2007 we
recognized  an increase in our reserves for  uncertain  income tax  positions of
$4.8 million and an increase in our liability for interest and penalties related
to uncertain  income tax positions of $0.7 million,  both partially offset by an
increase in our  deferred  income tax benefit of $3.2 million and a reduction in
the tax related liabilities of discontinued operations of $0.1 million, with the
net effect of $2.2 million decreasing retained earnings as of that date.

Seasonality

     Our continuing  operations are not  significantly  impacted by seasonality.
However,  our  restaurant  revenues  are  somewhat  lower in our first  quarter.
Further,  while  our asset  management  business  is not  directly  affected  by
seasonality,  our asset management  revenues are higher in our fourth quarter as
discussed  in the  comparison  of the  three-month  periods  under  "Results  of
Operations - Asset  Management and Related Fees." However,  our asset management
and related fees will cease upon  completion  of the Pending  Deerfield  Sale as
discussed above under "Pending Deerfield Sale."

Recently Issued Accounting Pronouncements

     In September 2006, the Financial Accounting Standards Board, which we refer
to as the FASB,  issued  Statement of Financial  Accounting  Standards  No. 157,
"Fair Value  Measurements,"  which we refer to as SFAS 157.  SFAS 157  addresses
issues  relating to the  definition  of fair value,  the methods used to measure
fair value and expanded disclosures about fair value measurements. SFAS 157 does
not require any new fair value  measurements.  The  definition  of fair value in
SFAS 157 focuses on the price that would be received to sell an asset or paid to
transfer  a  liability,  not the price that would be paid to acquire an asset or
received to assume a liability. The methods used to measure fair value should be
based on the assumptions that market  participants would use in pricing an asset
or a  liability.  SFAS 157  expands  disclosures  about the use of fair value to
measure  assets and  liabilities  in interim and annual  periods  subsequent  to
adoption. SFAS 157 is, with some limited exceptions, to be applied prospectively
and is effective  commencing  with our first fiscal  quarter of 2008.  We do not
believe  that the  adoption of SFAS 157 will result in any change in the methods
we use to measure the fair value of those  financial  assets and  liabilities we
currently hold that require  measurement  at fair value.  We will,  however,  be
required to present the expanded  fair value  disclosures  upon adoption of SFAS
157.

     In  February  2007,  the FASB  issued  Statement  of  Financial  Accounting
Standards  No. 159,  "The Fair Value Option for  Financial  Assets and Financial
Liabilities - Including an amendment of FASB  Statement No. 115," which we refer
to as SFAS 159.  SFAS 159 does not mandate but permits the  measurement  of many
financial  instruments and certain other items at fair value providing reporting
entities the opportunity to mitigate  volatility in reported  earnings,  without
having to apply complex hedge accounting provisions, caused by measuring related
assets and  liabilities  differently.  SFAS 159 will  require the  reporting  of
unrealized  gains and losses on items for which the fair  value  option has been
elected  in  earnings  at each  subsequent  reporting  date.  SFAS 159 will also
require expanded  disclosures related to its application.  SFAS 159 is effective
commencing  with our first fiscal  quarter of 2008.  SFAS 159 was only  recently
issued and we have not yet evaluated whether we will elect the fair value option
for financial  instruments  and certain  other items,  nor have we evaluated the
effect any such  election may have on our  consolidated  financial  position and
results of operations.






Item 3.  Quantitative and Qualitative Disclosures about Market Risk

     This "Quantitative and Qualitative  Disclosures about Market Risk" has been
presented in  accordance  with Item 305 of  Regulation  S-K  promulgated  by the
Securities and Exchange  Commission and should be read in conjunction with "Item
7A.  Quantitative and Qualitative  Disclosures  about Market Risk" in our annual
report on Form 10-K for the fiscal year ended December 31, 2006.  Item 7A of our
Form 10-K  describes in more detail our objectives in managing our interest rate
risk with respect to long-term  debt, as referred to below,  our commodity price
risk, our equity market risk and our foreign currency risk.

     Certain  statements  we make under this Item 3 constitute  "forward-looking
statements"  under the Private  Securities  Litigation  Reform Act of 1995.  See
"Special Note Regarding Forward-Looking  Statements and Projections" in "Part II
- Other Information" preceding "Item 1A."

     We are exposed to the impact of interest rate changes, changes in commodity
prices,  changes in the market value of our investments and, to a lesser extent,
foreign  currency  fluctuations.  In the normal  course of  business,  we employ
established  policies and  procedures  to manage our  exposure to these  changes
using financial  instruments we deem appropriate.  We had no significant changes
in our management of, or our exposure to,  commodity  price risk,  equity market
risk or foreign currency risk during the six months ended July 1, 2007.

Interest Rate Risk

     Our objective in managing our exposure to interest rate changes is to limit
their impact on our earnings and cash flows. We have  historically used interest
rate cap and/or interest rate swap agreements on a portion of our  variable-rate
debt to limit our exposure to the effects of increases  in  short-term  interest
rates on our earnings and cash flows.  As of July 1, 2007 our notes  payable and
long-term  debt,  including  current  portion,  aggregated  $735.4  million  and
consisted of $562.4 million of variable-rate debt, $164.7 million of capitalized
lease and  sale-leaseback  obligations,  $4.3  million  of  variable-rate  notes
payable and $4.0 million of fixed-rate  debt. We continue to have three interest
rate  swap  agreements  that  fix the  London  Interbank  Offered  Rate  (LIBOR)
component  of the  interest  rate at 4.12%,  4.56% and 4.64% on $100.0  million,
$50.0 million and $55.0 million, respectively, of the $556.6 million outstanding
principal amount of our variable-rate  senior secured term loan borrowings until
September  30, 2008,  October 30, 2008 and October 30, 2008,  respectively.  The
interest rate swap agreements  related to the term loans were designated as cash
flow hedges and,  accordingly,  are  recorded at fair value with changes in fair
value recorded through the accumulated other  comprehensive  income component of
stockholders' equity in our accompanying condensed consolidated balance sheet to
the extent of the  effectiveness of these hedges.  There was no  ineffectiveness
from  these  hedges  through  July 1,  2007.  If a hedge or  portion  thereof is
determined to be  ineffective,  any changes in fair value would be recognized in
our results of  operations.  In addition,  we continue to have an interest  rate
swap  agreement,  with an embedded  written call option,  in connection with our
variable-rate  bank loan of which $3.8 million  principal amount was outstanding
as of July 1, 2007, which effectively  establishes a fixed interest rate on this
debt so long as the  one-month  LIBOR  is  below  6.5%.  The  fair  value of our
fixed-rate debt will increase if interest rates decrease.  The fair market value
of our  investments in fixed-rate debt securities will decline if interest rates
increase. See below for a discussion of how we manage this risk.

Foreign Currency Risk

     We had no  significant  changes in our  management  of, or our exposure to,
foreign currency fluctuations during the first half of 2007. However, on July 5,
2007 the put and call  arrangement  whereby we had limited  the overall  foreign
currency risk on our cost-method  investment in Jurlique International Pty Ltd.,
an Australian company which we refer to as Jurlique, matured. In connection with
the  maturity,  we  made a net  payment  of  $1.3  million.  Subsequent  to this
maturity,  we will have exposure to foreign  currency risk related to our entire
remaining investment in Jurlique, which has a carrying value of $8.5 million, to
the extent we do not enter another such arrangement.

Overall Market Risk

     We balance our  exposure to overall  market risk by  investing a portion of
our  portfolio  in  cash  and  cash  equivalents  with  relatively   stable  and
risk-minimized  returns. We periodically  interview and select asset managers to
avail ourselves of potentially higher, but more risk-inherent,  returns from the
investment  strategies of these managers.  We also seek to identify  alternative
investment strategies that may earn higher returns with attendant increased risk
profiles for a portion of our  investment  portfolio.  We  regularly  review the
returns from each of our  investments  and may  maintain,  liquidate or increase
selected investments based on this review and our assessment of potential future
returns.  In December  2005 we invested  $75.0  million in an account,  which we
refer to as the  Equities  Account,  which is  managed by a  management  company
formed by our Chairman, who is also our former Chief Executive Officer, our Vice
Chairman,  who is also our former  President and Chief  Operating  Officer and a
director, who is also our former Vice Chairman. The Equities Account is invested
principally in the equity securities,  including through derivative instruments,
of  a  limited  number  of  publicly-traded  companies.  The  Equities  Account,
including  cash  equivalents,  had a fair value of $108.6  million as of July 1,
2007. As of July 1, 2007, the investment derivatives we held, principally in the
Equities  Account,  consisted of (1) a total return swap on an equity  security,
(2) put and call combinations on equity  securities,  (3) market put options and
(4) stock  options.  We did not  designate  any of these  strategies  as hedging
instruments and, accordingly,  all of these derivative instruments were recorded
at fair value with changes in fair value recorded in our results of operations.

     We maintain investment  holdings of various issuers,  types and maturities.
As  of  July  1,  2007  these  investments  were  classified  in  our  condensed
consolidated balance sheet as follows (in thousands):


                                                                                          
      Cash equivalents included in "Cash and cash equivalents"...............................$      101,335
      Short-term investments not pledged as collateral.......................................        35,424
      Short-term investments pledged as collateral...........................................         7,531
      Investment settlements receivable......................................................        13,047
      Non-current restricted cash equivalents................................................        41,575
      Non-current investments................................................................        93,279
                                                                                             --------------
                                                                                             $      292,191
                                                                                             ==============

      Investment settlement payable included in "Other liabilities"..........................$         (926)
                                                                                             ==============


     Our  cash  equivalents  are  short-term,  highly  liquid  investments  with
maturities of three months or less when acquired and consisted of cash in mutual
fund money  market and bank money market  accounts and cash in  interest-bearing
brokerage and bank accounts with a stable value.

     At July 1, 2007 our investments  were  classified in the following  general
types or categories (in thousands):


                                                                                           Carrying Value
                                                                         At Fair       ----------------------
                         Type                             At Cost       Value (d)      Amount         Percent
                         ----                             -------       ---------      ------         -------

                                                                                         
      Cash equivalents (a)............................$    101,335    $    101,335   $    101,335      35%
      Investment settlements receivable (b)...........      13,047          13,047         13,047       4%
      Restricted cash equivalents.....................      41,575          41,575         41,575      14%
      Current and non-current investments accounted
        for as available-for-sale securities (c)......      61,838          72,242         72,242      25%
      Investments held in deferred compensation
        trusts accounted for at:
           Equity.....................................      15,000          14,630         13,186       4%
           Cost.......................................       4,952           9,898          4,952       2%
           Available-for-sale.........................       3,322           5,017          5,017       2%
      Other current and non-current investments in
        investment limited partnerships and similar
        investment entities accounted for at cost.....       9,474          20,701          9,474       3%
      Other current and non-current investments
        accounted for at:
           Cost.......................................      14,571          18,530         14,571       5%
           Equity.....................................       4,949           4,764          4,781       2%
           Fair value ................................       5,226          12,011         12,011       4%
                                                      ------------    ------------   ------------    ----
      Total cash equivalents and
        investment positions..........................$    275,289    $    313,750   $    292,191     100%
                                                      ============    ============   ============    ====

      Investment settlement payable...................$       (926)   $       (926)  $       (926)    N/A
                                                      ============    ============   ============

---------------
(a)  Includes $448,000 of cash equivalents held in deferred compensation trusts.

(b)  Includes $539,000 held in deferred compensation trusts.

(c)  Fair value and carrying  value include  $7,531,000  of preferred  shares of
     collateralized debt obligation vehicles,  which we refer to as CDOs, which,
     if sold,  would  require us to use the proceeds to repay our related  notes
     payable of $2,800,000.

(d)  There can be no  assurance  that we would be able to sell  certain of these
     investments at these amounts.

     Our  marketable  securities  are  reported  at fair  market  value  and are
classified  and accounted for either as  "available-for-sale"  or "trading" with
the  resulting  net  unrealized  holding  gains or losses,  net of income taxes,
reported  either  as a  separate  component  of  comprehensive  income  or  loss
bypassing  net income or net loss,  or included as a component  of net income or
net loss,  respectively.  At July 1, 2007,  we held no trading  securities.  Our
investments  in  preferred  shares of CDOs are  accounted  for  similar  to debt
securities  and  are  classified  as   available-for-sale.   Investment  limited
partnerships and similar  investment  entities and other current and non-current
investments in which we do not have significant influence over the investees are
accounted for at cost. Derivative  instruments are similar to trading securities
which are  accounted  for as  described  above.  Realized  gains  and  losses on
investment  limited  partnerships  and  similar  investment  entities  and other
current and non-current  investments recorded at cost are reported as investment
income or loss in the period in which the  securities  are sold.  Investments in
which we have  significant  influence  over the  investees  are accounted for in
accordance  with the equity  method of  accounting  under  which our  results of
operations include our share of the income or loss of the investees.  As of July
1, 2007,  our only  investment  accounted  for under the  equity  method is in a
publicly traded real estate investment trust managed by a subsidiary of ours. We
also hold  restricted  stock and stock  options  of the real  estate  investment
trust, which we received as share-based  compensation,  and which we refer to as
the  Restricted  Investments.  Other than the vested  portion of the  restricted
stock of the real estate  investment  trust,  which we account for in accordance
with the equity method of accounting,  the Restricted  Investments are accounted
for at fair value.  We review all of our investments in which we have unrealized
losses and recognize  investment  losses currently for any unrealized  losses we
deem to be  other  than  temporary.  The  cost-basis  component  of  investments
reflected in the table above represents original cost less a permanent reduction
for any unrealized losses that were deemed to be other than temporary.

Sensitivity Analysis

     Our estimate of market risk  exposure is presented  below for each class of
financial  instruments held by us at July 1, 2007 for which an immediate adverse
market movement causes a potential  material impact on our financial position or
results  of  operations.  As of July 1, 2007,  we did not hold any  market  risk
sensitive instruments which were entered into for trading purposes, so the table
below reflects  those entered into for purposes  other than trading.  We believe
that the adverse market  movements  described below  represent the  hypothetical
loss to future  earnings and do not represent the maximum  possible loss nor any
expected  actual loss,  even under adverse  conditions,  because  actual adverse
fluctuations would likely differ. In addition, since our investment portfolio is
subject to change based on our portfolio  management  strategy as well as market
conditions, these estimates are not necessarily indicative of the actual results
which may occur.



                                                                 Carrying       Interest        Equity          Foreign
                                                                   Value        Rate Risk     Price Risk    Currency Risk
                                                                   -----        ---------     ----------    -------------
                                                                                                
      Cash equivalents........................................$   101,335    $        --     $        --    $        --
      Investment settlements receivable.......................     13,047             --              --             --
      Restricted cash equivalents.............................     41,575             --              --             --
      Available-for-sale equity securities....................     65,355             --          (6,536)            --
      Available-for-sale preferred shares of CDOs.............     11,904         (1,457)             --            (74)
      Investment in Jurlique..................................      8,504             --            (850)          (603)
      Investment derivatives..................................     10,042             --          (6,733)          (543)
      Other investments.......................................     40,429         (1,783)         (2,053)           (20)
      Interest rate swaps in an asset position................      2,323         (2,272)             --             --
      Investment settlement payable ..........................       (926)            --              --             --
      Foreign currency put and call arrangement in a net
         liability position...................................     (1,209)            --              --         (1,119)
      Notes payable and long-term debt, excluding
         capitalized lease and sale-leaseback obligations.....   (570,632)       (22,752)             --             --


     The  sensitivity  analysis of  financial  instruments  held at July 1, 2007
assumes (1) an  instantaneous  one  percentage  point  adverse  change in market
interest rates, (2) an instantaneous 10% adverse change in the equity markets in
which we are invested and (3) an instantaneous 10% adverse change in the foreign
currency exchange rates versus the United States dollar,  each from their levels
at July 1, 2007 and with all other  variables  held  constant.  The equity price
risk  reflects the impact of a 10% decrease in the carrying  value of our equity
securities,  including  those in "Other  investments"  in the table  above.  The
sensitivity  analysis also assumes that the decreases in the equity  markets and
foreign exchange rates are other than temporary.  We have not reduced the equity
price risk for available-for-sale investments and cost investments to the extent
of  unrealized  gains on  certain of those  investments,  which  would  limit or
eliminate the effect of the  indicated  market risk on our results of operations
and, for cost investments, our financial position.

     Our  investments  in debt  securities  and  preferred  shares  of CDOs with
interest rate risk had a range of remaining maturities and, for purposes of this
analysis, were assumed to have weighted average remaining maturities as follows:


                                                                           Range                Weighted Average
                                                                           -----               ----------------
                                                                                            
   CDOs underlying preferred shares..............................1 1/3 years - 27 1/2 years       5 1/3 years
   Debt securities included in other investments (principally
     held by investment limited partnerships and similar
     investment entities)........................................           (a)                     10 years

---------------
(a)  Information is not available for the underlying  debt  investments of these
     entities.

     The interest rate risk for each of these investments in debt securities and
the preferred  shares of CDOs reflects the impact on our results of  operations.
Assuming we reinvest in similar  securities at the time these securities mature,
the effect of the  interest  rate risk of an  increase of one  percentage  point
above the existing  levels would  continue  beyond the maturities  assumed.  The
interest rate risk for our preferred  shares of CDOs excludes  those portions of
the CDOs for which the risk has been fully hedged.  As of July 1, 2007, our cash
equivalents  and  restricted  cash  equivalents  consisted  of mutual fund money
market and bank money market accounts and/or interest-bearing brokerage and bank
accounts which are designed to maintain a stable value,  and thus are assumed to
have no associated interest rate risk.

     As of July 1,  2007,  a  majority  of our debt was  variable-rate  debt and
therefore the interest rate risk presented with respect to our $566.7 million of
variable-rate notes payable and long-term debt, excluding  capitalized lease and
sale-leaseback  obligations,  represents  the  potential  impact an  increase in
interest  rates of one percentage  point has on our results of  operations.  Our
variable-rate  notes payable and long-term  debt  outstanding as of July 1, 2007
had a weighted average remaining maturity of approximately 4 1/2 years. However,
as discussed  above under  "Interest Rate Risk," we have four interest rate swap
agreements,  one with an  embedded  written  call  option,  on a portion  of our
variable-rate  debt. The interest rate risk of our variable-rate  debt presented
in the table above excludes the $205.0 million for which we designated  interest
rate swap  agreements as cash flow hedges for the terms of the swap  agreements.
As interest  rates  decrease,  the fair market  values of the interest rate swap
agreements and the written call option all decrease,  but not necessarily by the
same amount in the case of the written  call  option and related  interest  rate
swap  agreement.  The interest rate risks presented with respect to the interest
rate swap agreements  represent the potential impact the indicated change has on
the net fair value of the swap  agreements and embedded  written call option and
on our financial  position and, with respect to the interest rate swap agreement
with the embedded  written call option which was not  designated  as a cash flow
hedge,  also our results of operations.  We only have $4.0 million of fixed-rate
debt as of July 1, 2007, for which a potential  impact of a decrease in interest
rates of one percentage point would have an immaterial  impact on the fair value
of such debt and, accordingly, is not reflected in the table above.

     The foreign  currency risk  presented for our  investment in Jurlique as of
July 1, 2007 excludes the portion of risk that is hedged by the foreign currency
put and call  arrangement.  The foreign  currency risk presented with respect to
the foreign  currency put and call arrangement as of July 1, 2007 represents the
potential  impact  the  indicated  change  has on the  net  fair  value  of such
financial instrument and on our financial position and results of operations and
has been determined by an independent broker/dealer. However, as discussed above
under "Foreign  Currency Risk," the put and call arrangement  matured on July 5,
2007.  For  investments  held since  December  31,  2006 in  investment  limited
partnerships and similar investment entities,  all of which are accounted for at
cost, and other non-current  investments  included in "Other investments" in the
table above,  the sensitivity  analysis assumes that the investment mix for each
such investment between equity versus debt securities and securities denominated
in United States dollars versus foreign currencies was unchanged since that date
since more current  information  was not readily  available.  To the extent such
entities  invest in  convertible  bonds which trade  primarily on the conversion
feature of the securities rather than on the stated interest rate, this analysis
assumed equity price risk but no interest rate risk.  The foreign  currency risk
presented  excludes those  investments  where the  investment  manager has fully
hedged the risk.



Item 4.  Controls and Procedures


Evaluation of Disclosure Controls and Procedures

     Our management,  with the  participation of our Chief Executive Officer and
our  Executive  Vice  President  and Chief  Financial  Officer,  carried  out an
evaluation of the  effectiveness  of the design and operation of our  disclosure
controls and procedures (as defined in Rules  13a-15(e) and 15d-15(e)  under the
Securities  Exchange Act of 1934, as amended (the "Exchange Act")) as of the end
of the period covered by this Quarterly  Report.  Based on that evaluation,  our
Chief  Executive  Officer and our Executive Vice  President and Chief  Financial
Officer  have  concluded  that,  as of the end of such  period,  our  disclosure
controls and  procedures  were  effective to provide  reasonable  assurance that
information required to be disclosed by us in the reports that we file or submit
under the Exchange Act was recorded,  processed,  summarized and reported within
the time periods specified in the rules and forms of the Securities and Exchange
Commission (the "SEC").

Change in Internal Control Over Financial Reporting

     We acquired the RTM  Restaurant  Group  ("RTM") in July 2005.  Prior to our
acquisition, RTM was privately held and had no public reporting obligations with
the SEC. As previously  reported,  there had been certain  deficiencies in RTM's
systems, procedures and internal control over financial reporting, which we have
continued to remediate.  In addition,  during the fiscal second quarter of 2007,
our restaurant  business  implemented new accounting systems. In cases where the
functions  of the new systems  were not fully  operational  as of the end of the
2007 second quarter,  we relied on existing  procedures and controls or utilized
supplementary procedures and controls. We are continuing to work toward the full
utilization  of the new systems and expect to complete  that process  during the
remainder of 2007.

     Effective June 30, 2007,  the Chief  Executive  Officer of our  subsidiary,
Arby's  Restaurant  Group,  Inc.  ("ARG"),  was appointed as our Chief Executive
Officer and, accordingly, participated in the evaluation of the effectiveness of
the design and operation of our disclosure controls and procedures noted above.

     We are currently in the process of a corporate  restructuring,  pursuant to
which we will transfer our headquarters  operations  function to ARG in Atlanta,
Georgia.  Since  much of this  transition  will occur  during  our fiscal  third
quarter of 2007, the related changes did not significantly  impact the operation
of our system of internal  controls as of the end of the period  covered by this
Quarterly Report.

     There  were  no  other  changes  in our  internal  control  over  financial
reporting made during our most recent fiscal quarter that  materially  affected,
or is  reasonably  likely  to  materially  affect,  our  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,   our
management,  including  our  Chief  Executive  Officer  and our  Executive  Vice
President and Chief Financial  Officer,  does not expect that our 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 subject
to the risks that, over time,  controls may become inadequate because of changes
in  an  entity's  operating  environment  or  deterioration  in  the  degree  of
compliance with policies or procedures.



Part II. OTHER INFORMATION

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND PROJECTIONS

     This Quarterly  Report on Form 10-Q and oral  statements  made from time to
time by  representatives  of the Company may contain or incorporate by reference
certain statements that are not historical facts,  including,  most importantly,
information  concerning  possible or assumed  future  results of  operations  of
Triarc  Companies,  Inc.  and its  subsidiaries  (collectively  "Triarc"  or the
"Company"),  and those statements  preceded by, followed by, or that include the
words "may,"  "believes,"  "plans,"  "expects,"  "anticipates,"  or the negation
thereof, or similar expressions,  that constitute  "forward-looking  statements"
within the meaning of the Private Securities  Litigation Reform Act of 1995 (the
"Reform Act").  All statements  that address  operating  performance,  events or
developments that are expected or anticipated to occur in the future,  including
statements  relating to revenue growth,  earnings per share growth or statements
expressing general optimism about future operating results,  are forward-looking
statements within the meaning of the Reform Act. Our forward-looking  statements
are based on our  expectations at the time such statements are made,  speak only
as of the  dates  they are  made  and are  susceptible  to a  number  of  risks,
uncertainties   and  other  factors.   Our  actual   results,   performance  and
achievements  may differ  materially  from any future  results,  performance  or
achievements expressed or implied by our forward-looking  statements. For all of
our forward-looking  statements,  we claim the protection of the safe harbor for
forward-looking  statements  contained in the Reform Act. Many important factors
could  affect  our  future  results  and could  cause  those  results  to differ
materially from those expressed in, or implied by the forward-looking statements
contained  herein.  Such  factors,  all of which are  difficult or impossible to
predict accurately,  and many of which are beyond our control,  include, but are
not limited to, the following:

o       competition,  including  pricing  pressures and the potential  impact of
        competitors' new units on sales by Arby's(R) restaurants;

o       consumers' perceptions of the relative quality,  variety,  affordability
        and value of the food products we offer;

o       success of operating initiatives;

o       development costs, including real estate and construction costs;

o       advertising and promotional efforts by us and our competitors;

o       consumer awareness of the Arby's brand;

o       the existence or absence of positive or adverse publicity;

o       new product  and  concept  development  by us and our  competitors,  and
        market acceptance of such new product offerings and concepts;

o       changes in consumer tastes and preferences,  including changes resulting
        from  concerns  over  nutritional  or safety  aspects of beef,  poultry,
        french fries or other foods or the effects of food-borne  illnesses such
        as "mad cow disease" and avian influenza or "bird flu";

o       changes in spending patterns and demographic  trends, such as the extent
        to which consumers eat meals away from home;

o       adverse  economic  conditions,  including high  unemployment  rates,  in
        geographic   regions  that  contain  a  high   concentration  of  Arby's
        restaurants;

o       the business and financial viability of key franchisees;

o       the timely payment of franchisee obligations due to us;

o       availability,  location and terms of sites for restaurant development by
        us and our franchisees;

o       the ability of our  franchisees  to open new  restaurants  in accordance
        with their development commitments, including the ability of franchisees
        to finance restaurant development;

o       delays in opening new restaurants or completing remodels;

o       the timing and impact of acquisitions and dispositions of restaurants;

o       our ability to successfully integrate acquired restaurant operations;

o       anticipated  or  unanticipated   restaurant   closures  by  us  and  our
        franchisees;

o       our ability to identify,  attract and retain potential  franchisees with
        sufficient  experience  and  financial  resources to develop and operate
        Arby's restaurants successfully;

o       changes in business  strategy or development  plans, and the willingness
        of our  franchisees  to  participate  in our  strategies  and  operating
        initiatives;

o       business  abilities and judgment of our and our franchisees'  management
        and other personnel;

o       availability  of  qualified  restaurant  personnel  to  us  and  to  our
        franchisees,  and  our and  our  franchisees'  ability  to  retain  such
        personnel;

o       our  ability,  if  necessary,  to  secure  alternative  distribution  of
        supplies of food,  equipment and other products to Arby's restaurants at
        competitive rates and in adequate amounts,  and the potential  financial
        impact of any interruptions in such distribution;

o       changes  in  commodity  (including  beef and  chicken),  labor,  supply,
        distribution and other operating costs;

o       availability and cost of insurance;

o       adverse weather conditions;

o       significant  reductions  in our client  assets under  management  (which
        would  reduce our  advisory  fee  revenue),  due to such factors as weak
        performance of our investment  products  (either on an absolute basis or
        relative to our competitors or other investment strategies), substantial
        illiquidity or price volatility in the fixed income  instruments that we
        trade,  loss of key portfolio  management or other personnel (or lack of
        availability  of  additional  key  personnel  if needed for  expansion),
        reduced  investor demand for the types of investment  products we offer,
        and  loss  of  investor   confidence  due  to  adverse  publicity,   and
        non-renewal or early termination of investment management agreements;

o       increased  competition  from  other  asset  managers  offering  products
        similar to those we offer;

o       pricing  pressure  on the  advisory  fees  that  we can  charge  for our
        investment advisory services;

o       difficulty  in  increasing  assets  under  management,   or  efficiently
        managing existing assets,  due to market-related  constraints on trading
        capacity,  inability to hire the necessary  additional personnel or lack
        of potentially profitable trading opportunities;

o       our removal as investment manager of the real estate investment trust or
        one or more of the collateral debt  obligation  vehicles (CDOs) or other
        accounts we manage,  or the reduction in our CDO management fees because
        of  payment  defaults  by issuers of the  underlying  collateral  or the
        triggering of certain structural protections built into CDOs;

o       availability, terms (including changes in interest rates) and deployment
        of capital;

o       changes in legal or self-regulatory requirements,  including franchising
        laws,   investment   management   regulations,   accounting   standards,
        environmental  laws,  overtime  rules,  minimum  wage rates and taxation
        rates;

o       the costs,  uncertainties and other effects of legal,  environmental and
        administrative proceedings;

o       the  impact of general  economic  conditions  on  consumer  spending  or
        securities  investing,  including  a  slower  consumer  economy  and the
        effects of war or terrorist activities and;

o       other risks and uncertainties affecting us and our subsidiaries referred
        to in our Annual Report on Form 10-K for the fiscal year ended  December
        31, 2006 (the "Form 10-K") (see  especially  "Item 1A. Risk Factors" and
        "Item 7. Management's Discussion and Analysis of Financial Condition and
        Results of  Operations")  and in our other current and periodic  filings
        with the Securities and Exchange Commission.

     All future written and oral forward-looking  statements  attributable to us
or any person acting on our behalf are expressly  qualified in their entirety by
the cautionary  statements  contained or referred to in this section.  New risks
and  uncertainties  arise  from  time to time,  and it is  impossible  for us to
predict  these  events or how they may  affect  us. We assume no  obligation  to
update any forward-looking statements after the date of this Quarterly Report on
Form 10-Q as a result of new information, future events or developments,  except
as required by federal securities laws. In addition,  it is our policy generally
not to make  any  specific  projections  as to  future  earnings,  and we do not
endorse any projections regarding future performance that may be made by third
parties.

Item 1A.  Risk Factors.

     In  addition  to the  information  contained  in this  report,  you  should
carefully consider the risk factors disclosed in our Form 10-K and our Quarterly
Report on Form  10-Q for the  fiscal  quarter  ended  April 1, 2007 (the  "First
Quarter Form  10-Q"),  which could  materially  affect our  business,  financial
condition  or future  results.  There  were no  material  changes  from the risk
factors  previously  disclosed in our Form 10-K and our First  Quarter Form 10-Q
during the fiscal quarter ended July 1, 2007.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

     The following  table  provides  information  with respect to repurchases of
shares of our common stock by us and our "affiliated  purchasers" (as defined in
Rule 10b-18(a)(3) under the Securities  Exchange Act of 1934, as amended) during
the second fiscal quarter of 2007:




                     Issuer Repurchases of Equity Securities
                                                                                             

-------------------------- ---------------------- --------------------------- -------------------------- -------------------------
                                                                               Total Number of Shares       Approximate Dollar
                                                                                Purchased As Part of       Value of Shares That
                              Total Number of       Average Price Paid Per     Publicly Announced Plan     May Yet Be Purchased
         Period              Shares Purchased               Share                        (1)                Under the Plan (1)
-------------------------- ---------------------- --------------------------- -------------------------- -------------------------
-------------------------- ---------------------- --------------------------- -------------------------- -------------------------
      April 2, 2007           1,196 Class A(2)         $18.40 - Class A                  ---                   $50,000,000
         through             25,819 Class B(2)         $17.18 - Class B
     April 29, 2007
-------------------------- ---------------------- --------------------------- -------------------------- -------------------------
-------------------------- ---------------------- --------------------------- -------------------------- -------------------------
     April 30, 2007          3,719 Class A(2)          $17.63 - Class A                  ---
         through             7,442 Class B(2)          $16.47 - Class B                                        $50,000,000
      May 27, 2007
-------------------------- ---------------------- --------------------------- -------------------------- -------------------------
-------------------------- ---------------------- --------------------------- -------------------------- -------------------------
      May 28, 2007
         through            151,820 Class B(2)              $15.72                       ---                   $50,000,000
      July 1, 2007
-------------------------- ---------------------- --------------------------- -------------------------- -------------------------
-------------------------- ---------------------- --------------------------- -------------------------- -------------------------
          Total               4,915 Class A(2)          $17.82 - Class A                  ---
                            185,081 Class B(2)          $15.96 - Class B                                       $50,000,000
-------------------------- ---------------------- --------------------------- -------------------------- -------------------------


(1)   On June 30, 2007, our then existing $50 million stock repurchase expired.
      No transactions were effected under this stock repurchase program during
      the second fiscal quarter of 2007. On July 1, 2007 a new stock repurchase
      program became effective pursuant to which we may repurchase up to $50
      million of our Class A Common Stock and/or Class B Common Stock, Series 1
      during the period from July 1, 2007 through and including December 28,
      2008 when and if market conditions warrant and to the extent legally
      permissible.
(2)   Reflects shares of Class A Common Stock or Class B Common Stock, Series 1,
      tendered as payment of (i) the exercise price of stock options, or related
      statutory minimum withholding taxes, under the Company's Amended and
      Restated Equity Participation Plans or (ii) tax withholding obligations in
      respect of the vesting of shares of restricted stock issued to employees
      under the Company's Amended and Restated 2002 Equity Participation Plan.
      The shares were valued at the closing prices of the Class A Common Stock
      or Class B Common Stock, Series 1, on the respective dates of exercise of
      such stock options or, as applicable, the vesting date for such shares of
      restricted stock.



Item 4.  Submission of Matters to a Vote of Security Holders.

     On June 5, 2007, we held our Annual Meeting of Stockholders.  As previously
announced,  at the Annual  Meeting  Nelson  Peltz,  Peter W. May, Hugh L. Carey,
Clive Chajet,  Edward P. Garden, Joseph A. Levato, David E. Schwab II, Roland C.
Smith, Raymond S. Troubh,  Gerald Tsai, Jr., Russell V. Umphenour,  Jr. and Jack
G.  Wasserman  were elected to serve as  Directors.  Stockholders  also approved
Proposal 2, an  amendment  to the  Company's  Amended and  Restated  2002 Equity
Participation  Plan,  as  described  in the  proxy  statement,  Proposal  3,  an
amendment to the Company's 1999 Executive  Bonus Plan, as described in the proxy
statement, and Proposal 4, ratifying the appointment of Deloitte & Touche LLP as
our independent registered public accountants.

         The voting on the above matters is set forth below:

                                                        

         Nominee                            Votes For         Votes Withheld
         -------                            ---------         --------------

         Nelson Peltz                       31,097,568          589,914
         Peter W. May                       31,084,935          602,547
         Hugh L. Carey                      31,151,910          535,571
         Clive Chajet                       30,924,677          762,805
         Edward P. Garden                   31,079,287          608,195
         Joseph A. Levato                   30,927,624          759,858
         David E. Schwab II                 31,081,464          606,018
         Roland C. Smith                    30,742,754          944,728
         Raymond S. Troubh                  30,767,181          920,301
         Gerald Tsai, Jr.                   28,509,730        3,177,751
         Russell V. Umphenour, Jr.          30,926,745          760,737
         Jack G. Wasserman                  30,933,501          753,981


     Proposal 2 - There were 30,435,778 votes for, 1,227,643 votes against
                  and 24,053 abstentions. There were no broker non-votes for
                  this item.
     Proposal 3 - There were 30,667,993 votes for, 990,523 votes against and
                  28,957 abstentions. There were no broker non-votes for this
                  item.
     Proposal 4 - There were 31,629,058 votes for, 49,596 votes against and
                  8,825 abstentions. There were no broker non-votes for this
                  item.



Item 5.  Other Information.

Sale of Deerfield & Company LLC
-------------------------------

     In  connection  with  our  corporate  restructuring,  on April  19,  2007 a
definitive agreement (the "Merger Agreement") was entered into pursuant to which
Deerfield Triarc Capital Corp. ("DFR"), a diversified  financial company that is
externally  managed by a subsidiary  of  Deerfield & Company LLC  ("Deerfield"),
will acquire Deerfield,  a Chicago-based  fixed income asset manager in which we
own a controlling interest.

     The  total  consideration  to  be  received  by us  and  other  members  of
Deerfield, consists of $145 million in cash, approximately 9.6 million shares of
DFR common stock  (having a value as of April 19,  2007,  the date of the Merger
Agreement,  of approximately  $145 million,  based on the average of the closing
prices of DFR common stock over the 10 trading days prior to April 19, 2007 (the
"DFR Average Stock Price") of $15.05 per share),  the distribution  prior to the
closing of  approximately  330,000 shares of DFR common stock currently owned by
Deerfield,  and cash  distributions  from  Deerfield  to the selling  members of
Deerfield of  approximately  $6.0  million  plus  amounts for taxes  relating to
pre-closing  periods,  for an  aggregate  consideration  of  approximately  $300
million  (as of the  date of the  Merger  Agreement).  The  consideration  to be
received by us and the other members of Deerfield is subject to adjustment under
certain circumstances,  including a deduction for any amount outstanding under a
revolving note of Deerfield,  the principal  amount of which was $2.0 million as
of July 1, 2007. Of the 9.6 million  shares of DFR common  stock,  approximately
2.5  million  shares  will be  deposited  into an  escrow  account  and  will be
available  to  satisfy  the  post-closing   indemnification  and  other  payment
obligations of us and the other  pre-closing  members of Deerfield.  Barring any
outstanding indemnification claims, the escrow fund will terminate one year from
the closing date of the merger and any remaining  shares of DFR common stock and
other assets in the escrow fund will be released to the  pre-closing  members of
Deerfield,  including  Triarc.  Based on the DFR Average  Stock Price,  we would
receive a minimum of approximately  $170 million,  before expenses and including
any  amounts  held in escrow,  in  consideration  for our  capital  interest  of
approximately  64%  and our  profits  interest  of at  least  52% in  Deerfield.
However,  at July 31, 2007, the closing market price of the DFR common stock was
$10.97 per share and the market price of the DFR common stock has declined since
that date.

     Certain  affiliates of Gregory H. Sachs, a former  director of Triarc,  the
founder of Deerfield and a director and the chairman and chief executive officer
of Deerfield and its subsidiaries,  have the right,  under Deerfield's  existing
operating agreement,  to require Triarc to purchase for cash all or a portion of
the membership interests in Deerfield held by these affiliates of Mr. Sachs (the
"Sachs Affiliated Parties") simultaneously with the merger. The Sachs Affiliated
Parties hold in the  aggregate  25.854% of the capital  interests and 24.988% of
the profits interests in Deerfield.

     On May 25, 2007, the Sachs Affiliated Parties, Deerfield and Triarc entered
into a letter  agreement  (the "Put Exercise  Agreement")  pursuant to which the
Sachs Affiliated Parties irrevocably  exercised their right to require Triarc to
purchase for cash all of the membership interests in Deerfield held by the Sachs
Affiliated Parties  simultaneously with the completion of the Merger. In the Put
Exercise  Agreement,  the parties  agreed that the purchase price for all of the
membership  interests in Deerfield held by the Sachs Affiliated  Parties will be
based on a total equity value of Deerfield  (negotiated  by the parties for this
purpose only) equal to  $285,373,000  minus the amount of the Severance  Benefit
(as  defined  below) and the Pro Rata Bonus (as  defined  below)  that  actually
reduces the  aggregate  cash  consideration  payable to the members of Deerfield
under the Merger  Agreement.  If the parties had not agreed on a purchase price,
pursuant  to  Deerfield's  operating  agreement,   an  independent  third  party
valuation  firm  would  have  determined  the price to be paid by Triarc for the
membership interests in Deerfield held by the Sachs Affiliated Parties.

     In  connection  with this  exercise,  Mr. Sachs  tendered  his  irrevocable
resignation  as a  director  and as  chairman  and chief  executive  officer  of
Deerfield and its subsidiaries, effective upon completion of the Merger. The Put
Exercise  Agreement  provides that Mr. Sachs'  resignation will be treated under
his  employment  agreement as a  termination  by Deerfield of Mr. Sachs  without
"cause",  entitling him to a severance  benefit in an amount equal to the annual
base salary  (currently  $1.0  million)  Mr.  Sachs would have  received  had he
remained  employed with Deerfield and its subsidiaries  from the closing date of
the Merger through July 22, 2009 (the "Severance  Benefit") and a pro rata bonus
for 2007 equal to the amount  determined in accordance  with Mr. Sachs' existing
employment agreement (the "Pro Rata Bonus"). As previously announced,  Mr. Sachs
decided not to stand for  reelection  as a director  of Triarc at Triarc's  2007
annual  meeting.  It is  anticipated,  however,  that Mr. Sachs will remain as a
director of DFR.

     The Put Exercise  Agreement also provides that the Sachs Affiliated Parties
will remain members of Deerfield until the closing of the Merger Agreement,  and
therefore will  participate in any  distributions  made by Deerfield  until then
pursuant to the Merger Agreement.  The Sachs Affiliated Parties,  however,  will
not be considered  members of Deerfield for purposes of the payment of aggregate
merger consideration or the post-closing indemnification provisions contained in
the Merger Agreement.

     It is anticipated that a separate  agreement will be entered into governing
certain  other aspects  relating to Mr. Sachs'  departure  from  Deerfield  upon
completion of the merger.

     The merger,  which is expected to close during the 2007 third  quarter,  is
subject to customary closing  conditions,  including,  without  limitation,  the
receipt  by DFR of  financing  for the cash  portion of the  purchase  price and
related  transaction  costs,   receipt  of  certain  third  party  consents,   a
registration  statement  for  the  DFR  shares  to be  received  being  declared
effective by the  Securities and Exchange  Commission  and other  conditions set
forth in the  definitive  agreement.  On August 9,  2007,  the  transaction  was
approved by DFR stockholders  representing (1) a majority of the votes cast at a
meeting  to approve  the  transaction  and (2) a  majority  of the votes cast by
stockholders  not affiliated with Deerfield.  When the transaction  closes,  DFR
will  discontinue  the use of  "Triarc"  in its name.  However,  there can be no
assurance that the sale of Deerfield will be completed.

     As a result of the foregoing  transactions,  we expect to own approximately
15% of DFR's common stock (which amount  includes the shares of DFR common stock
that are to be held in escrow and 1.0  million  shares (or  approximately  2% of
DFR's common stock) that are held in deferred  compensation trusts that will (as
described below under "Corporate  Restructuring") be distributed to our Chairman
and Vice Chairman in December 2007).  Options for the shares of DFR common stock
to be received in the  transaction  are under review and could include a special
dividend or distribution to shareholders of such shares. In 2006, in addition to
regular  quarterly  cash  dividends,  we  declared  special  extraordinary  cash
dividends on our outstanding common stock totaling $0.45 per share.

     Following completion of the sale of Deerfield,  our sole operating business
will be our Arby's restaurant business.  We expect to change our name to reflect
our  new  identity  as a  publicly  traded  restaurant  company.  Arby's  is the
franchisor  of the Arby's  restaurant  system and the owner and operator of over
1,000 Arby's  restaurants.  There are  approximately  3,600  Arby's  restaurants
worldwide.  Our goal is to increase  shareholder value by growing our restaurant
business organically and through acquisitions of other restaurant companies.

Corporate Restructuring
-----------------------

     As noted above, following the completion of the sale of Deerfield, our sole
operating  business will be our Arby's  restaurant  business.  To facilitate our
transition to a "pure play" restaurant company and to reduce corporate costs, we
are in the process of consolidating our corporate operations and headquarters in
Atlanta,  Georgia and transferring our senior executive  responsibilities to the
Arby's  Restaurant  Group,  Inc. ("ARG")  executive team in Atlanta,  which will
eliminate the need to maintain a New York City headquarters.

     In connection  with this corporate  restructuring,  in July 2007 we entered
into  an  agreement  with  Trian  Fund  Management,  L.P.  ("Trian  Mgmt."),  an
investment  management firm that was founded in November 2005 by Messrs.  Nelson
Peltz, (our Chairman),  Peter W. May (our Vice Chairman) and Edward P. Garden (a
director of Triarc and our former Vice Chairman),  pursuant to which Trian Mgmt.
subleases one of the floors of our New York headquarters (the "Sublease"). Under
the terms of the Sublease,  Trian Mgmt.  will pay us an amount equal to the rent
that we pay plus an amount  reflecting  a portion of the increase in the monthly
fair market value of our leasehold interest. Trian Mgmt. is also responsible for
property taxes and the other costs related to the use of the floor. Either party
may terminate the sublease upon 60 days notice.  We also sold  substantially all
of the  properties  and  other  assets  that we  owned  and used at our New York
headquarters  and other  corporate  facilities  to Trian Mgmt.  for an aggregate
purchase price of $1,808,100 (including applicable sales taxes).

     In connection  with the corporate  restructuring,  we also assigned,  as of
June 30, 2007, the lease for a corporate facility to Trian Mgmt. Pursuant to the
assignment, we have no further obligations under the lease. The security deposit
for the facility will remain our property and, upon the expiration of the lease,
is to be returned to us in full.

     We also intend to assign our 25%  fractional  interest in a  helicopter  to
Trian Mgmt.,  although the terms of such assignment have not yet been finalized.
Pending that  assignment,  Trian Mgmt. has agreed to pay the monthly  management
fee and other costs related to the fractional interest in the helicopter.  It is
expected that  subsequent to the  assignment,  we will have no further rights or
obligations  under  the terms of the  agreements  applicable  to the  fractional
interest.

     In August 2007, we entered into time share arrangements whereby Trian Mgmt.
and its  principals  (including  our  Chairman  and Vice  Chairman)  may use our
corporate aircraft in exchange for payment of the incremental flight and related
costs of such aircraft.

     As previously reported, in connection with the corporate restructuring,  on
June 29, 2007,  Nelson Peltz and Peter W. May resigned as our Chairman and Chief
Executive Officer and the President and Chief Operating  Officer,  respectively.
Such resignations were in accordance with the contractual  settlements that they
entered  into  with us in April  2007.  In  accordance  with  these  contractual
settlements,  we have funded our payment obligations,  net of withholding taxes,
to Messrs.  Peltz and May in  separate  rabbi  trusts for their  benefit and the
payment  of the  amounts in the trusts  will be made to them in  December  2007.
Messrs.  Peltz  and  May  continue  to  serve  on our  Board  of  Directors,  as
non-executive  Chairman  and  Vice-Chairman,   respectively,  and  remain  large
shareholders of Triarc.  Roland C. Smith, the Chief Executive Officer of ARG was
appointed Chief Executive  Officer of Triarc  effective June 30, 2007. Mr. Smith
has served as Chief Executive Officer of ARG since April 2006 and as a member of
Triarc's Board of Directors  since June 2007. Mr. Smith also served as President
of ARG from April 2006 to June 2006.

     Also as previously reported, in connection with the corporate restructuring
and the departures of Messrs. Peltz and May and nearly all of the senior members
of our management team, we entered into a transition services  agreement,  which
commenced on June 30, 2007 (the "Services Agreement"), with Trian Mgmt. pursuant
to which Trian  Mgmt.  provides us with a range of  professional  and  strategic
services.  In addition,  our indirect subsidiary,  TCMG-MA, LLC, entered into an
amended  and  restated  Investment  Management  Agreement  with  Trian Mgmt (the
"Amended and Restated Investment  Management  Agreement") regarding a Trian Mgmt
managed account that  co-invests on a parallel basis with the equity  investment
funds managed by Trian Mgmt.

     The contractual settlements and other related agreements with Messrs. Peltz
and May referred to above were negotiated and approved by a Special Committee of
independent  members  of our  Board of  Directors  consisting  of the  following
directors:  David E. Schwab II (Chair),  Joseph A. Levato  (Vice  Chair),  Clive
Chajet  and  Raymond  S.  Troubh  (and,  as   applicable,   recommended  by  the
Compensation Committee and Performance Compensation  Subcommittee).  The Special
Committee was advised by independent outside counsel and worked with the Board's
Compensation  Committee  and  Performance  Compensation   Subcommittee  and  its
independent outside counsel and independent compensation consultant.

Item 6.  Exhibits.

2.1     Agreement  and Plan of Merger,  dated as of April 19, 2007, by and among
        Deerfield  Triarc Capital Corp.,  DFR Merger Company,  LLC,  Deerfield &
        Company  LLC and,  solely for the  purposes  set forth  therein,  Triarc
        Companies,   Inc.  (in  such  capacity,  the  Sellers'  Representative),
        incorporated  herein by  reference  to Exhibit 2.1 to  Triarc's  Current
        Report on Form 8-K dated April 24, 2007 (SEC file no. 1-2207).

3.1     Certificate of Incorporation of Triarc Companies,  Inc., as currently in
        effect,  incorporated  herein by  reference  to Exhibit  3.1 to Triarc's
        Current Report on Form 8-K dated June 9, 2004 (SEC file no. 1-2207).

3.2     By-laws of Triarc Companies, Inc., as currently in effect,  incorporated
        herein by  reference to Exhibit 3.1 to Triarc's  Current  Report on Form
        8-K dated July 3, 2007 (SEC file no. 1-2207).

3.3     Certificate of  Designation of Class B Common Stock,  Series 1, dated as
        of August 11, 2003,  incorporated  herein by reference to Exhibit 3.3 to
        Triarc's  Current Report on Form 8-K dated August 11, 2003 (SEC file no.
        1-2207).

10.1    Amendment  No.  2,  dated  as of May 21,  2007 to  that  certain  Credit
        Agreement dated as of July 25, 2005 among Arby's Restaurant Group, Inc.,
        Arby's  Restaurant  Holdings,  LLC,  Triarc  Restaurant  Holdings,  LLC,
        Citicorp North America,  Inc., as  administrative  agent for the Lenders
        and Issuers and as  collateral  agent for the Secured  Parties,  Bank of
        America,   N.A.  and  Credit   Suisse,   Cayman   Islands   Branch,   as
        co-syndication  agents for the Lenders and Issuers,  and Wachovia  Bank,
        National  Association,  Suntrust Bank and GE Capital  Franchise  Finance
        Corporation,  as  co-documentation  agents for the Lenders and  Issuers,
        incorporated  herein by reference  to Exhibit  10.1 to Triarc's  Current
        Report on Form 8-K dated May 25, 2007 (SEC file no. 1-2207).

10.2    Letter  Agreement  dated  as  of  May  25,  2007,  among  Sachs  Capital
        Management,  LLC, Spensyd Asset Management LLLP, Deerfield & Company LLC
        and Triarc Companies,  Inc., incorporated herein by reference to Exhibit
        10.1 to Triarc's Current Report on Form 8-K dated May 30, 2007 (SEC file
        no. 1-2207).

10.3    Amendment  No. 2 to Triarc  Companies,  Inc.  Amended and Restated  2002
        Equity  Participation Plan,  incorporated herein by reference to Exhibit
        10.1 to Triarc's Current Report on Form 8-K dated June 6, 2007 (SEC file
        no. 1-2207).

10.4    Amendment  to the Triarc  Companies,  Inc.  1999  Executive  Bonus Plan,
        incorporated  herein by reference  to Exhibit  10.2 to Triarc's  Current
        Report on Form 8-K dated June 6, 2007 (SEC file no. 1-2207).

10.5    Registration  Rights  Agreement,  dated  as of  April  19,  2007,  among
        Deerfield Triarc Capital Corp.,  the parties  identified as Stockholders
        on the  signature  pages  thereto  and the other  persons who may become
        parties  thereto from time to time in  accordance  therewith  and Triarc
        Companies, Inc., as the Sellers' Representative,  incorporated herein by
        reference to Exhibit 10.1 to Triarc's  Current  Report on Form 8-K dated
        April 24, 2007 (SEC file no. 1-2207).

10.6    Amended and Restated  Amendment  No. 1 to Employment  Agreement  between
        Triarc  Companies,  Inc.  and Brian L.  Schorr,  incorporated  herein by
        reference to Exhibit 10.5 to Triarc's  Current  Report on Form 8-K dated
        April 30, 2007 (SEC file no. 1-2207).

10.7    Services  Agreement,  dated as of April 30,  2007,  by and among  Triarc
        Companies, Inc. and Trian Fund Management,  L.P., incorporated herein by
        reference to Exhibit 10.1 to Triarc's  Current  Report on Form 8-K dated
        April 30, 2007 (SEC file no. 1-2207).

10.8    Amended and Restated Investment Management Agreement,  dated as of April
        30,  2007,  between  TCMG-MA,  LLC  and  Trian  Fund  Management,  L.P.,
        incorporated  herein by reference  to Exhibit  10.2 to Triarc's  Current
        Report on Form 8-K dated April 30, 2007 (SEC file no. 1-2207).

10.9    Separation  Agreement,  dated  as of  April  30,  2007,  between  Triarc
        Companies,  Inc. and Nelson Peltz,  incorporated  herein by reference to
        Exhibit 10.3 to Triarc's Current Report on Form 8-K dated April 30, 2007
        (SEC file no. 1-2207).

10.10   Separation  Agreement,  dated  as of  April  30,  2007,  between  Triarc
        Companies,  Inc. and Peter W. May,  incorporated  herein by reference to
        Exhibit 10.4 to Triarc's Current Report on Form 8-K dated April 30, 2007
        (SEC file no. 1-2207).

10.11   Settlement  Agreement and Mutual Release,  dated as of July __, 2007, by
        and among Triarc Companies,  Inc., Arby's Restaurant Group, Inc., Arby's
        Restaurant,  LLC and Russell V. Umphenour,  Jr., Dennis E. Cooper and J.
        Russell  Welch,  as the  RTM  Representatives,  incorporated  herein  by
        reference to Exhibit 10.3 to Triarc's  Current  Report on Form 8-K dated
        August 10, 2007 (SEC file no. 1-2207).

10.12   Bill of Sale dated July 31, 2007 by Triarc Companies, Inc. to Trian Fund
        Management,  L.P.,  incorporated  herein by reference to Exhibit 10.2 to
        Triarc's  Current Report on Form 8-K dated August 10, 2007 (SEC file no.
        1-2207).

10.13   Agreement  of Sublease  between  Triarc  Companies,  Inc. and Trian Fund
        Management,  L.P.,  incorporated  herein by reference to Exhibit 10.4 to
        Triarc's  Current Report on Form 8-K dated August 10, 2007 (SEC file no.
        1-2207).

10.14   Assignment and Assumption of Lease,  dated as of June 30, 2007,  between
        Triarc  Companies,  Inc. and Trian Fund Management,  L.P.,  incorporated
        herein by reference to Exhibit 10.1 to Triarc's  Current  Report on Form
        8-K dated August 10, 2007 (SEC file no. 1-2207).

10.15   Form of Aircraft Time Sharing Agreement  between Triarc Companies,  Inc.
        and each of Trian Fund Management,  L.P., Nelson Peltz, Peter W. May and
        Edward P.  Garden,  incorporated  herein by reference to Exhibit 10.5 to
        Triarc's  Current Report on Form 8-K dated August 10, 2007 (SEC file no.
        1-2207).

10.16   Form of Aircraft Time Sharing  Agreement  between 280 Holdings,  LLC and
        each of Trian Fund  Management,  L.P.,  Nelson  Peltz,  Peter W. May and
        Edward P.  Garden,  incorporated  herein by reference to Exhibit 10.6 to
        Triarc's  Current Report on Form 8-K dated August 10, 2007 (SEC file no.
        1-2207).

10.17   Letter Agreement dated August 6, 2007 between Triarc Companies, Inc. and
        Trian Fund Management, L.P., incorporated herein by reference to Exhibit
        10.7 to Triarc's  Current  Report on Form 8-K dated August 10, 2007 (SEC
        file No. 1-2207).

10.18   Letter  Agreement  dated August 8, 2007 among Deerfield and Company LLC,
        Deerfield  Triarc  Capital  Corp.,  DFR Merger  Company,  LLC and Triarc
        Companies,  Inc.,  as sellers'  representative,  incorporated  herein by
        reference to Exhibit 10.8 to Triarc's  Current  Report on Form 8-K dated
        August 10, 2007 (SEC file No. 1-2207).

31.1    Certification of the Chief Executive  Officer pursuant to Section 302 of
        the Sarbanes-Oxley Act of 2002. *

31.2    Certification of the Chief Financial  Officer pursuant to Section 302 of
        the Sarbanes-Oxley Act of 2002. *

32.1    Certification of the Chief Executive Officer and Chief Financial Officer
        pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,  furnished as
        an exhibit to this report on Form 10-Q. *

-----------------------
*    Filed herewith.




                                   SIGNATURES

     Pursuant to the  requirements  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.

                                    TRIARC COMPANIES, INC.
                                    (Registrant)


Date:  August 10, 2007                     By: /s/FRANCIS T. MCCARRON
                                               -----------------------
                                               Francis T. McCarron
                                               Executive Vice President and
                                               Chief Financial Officer
                                               (On behalf of the Company)


Date:  August 10, 2007                      By: /s/FRED H. SCHAEFER
                                                ----------------------
                                                Fred H. Schaefer
                                                Senior Vice President and
                                                Chief Accounting Officer
                                                (Principal Accounting Officer)





                                  Exhibit Index
                                  -------------

Exhibit
  No.                          Description
-------                        -----------

2.1     Agreement  and Plan of Merger,  dated as of April 19, 2007, by and among
        Deerfield  Triarc Capital Corp.,  DFR Merger Company,  LLC,  Deerfield &
        Company  LLC and,  solely for the  purposes  set forth  therein,  Triarc
        Companies,   Inc.  (in  such  capacity,  the  Sellers'  Representative),
        incorporated  herein by  reference  to Exhibit 2.1 to  Triarc's  Current
        Report on Form 8-K dated April 24, 2007 (SEC file no. 1-2207).

3.1     Certificate of Incorporation of Triarc Companies,  Inc., as currently in
        effect,  incorporated  herein by  reference  to Exhibit  3.1 to Triarc's
        Current Report on Form 8-K dated June 9, 2004 (SEC file no. 1-2207).

3.2     By-laws of Triarc Companies, Inc., as currently in effect,  incorporated
        herein by  reference to Exhibit 3.1 to Triarc's  Current  Report on Form
        8-K dated July 3, 2007 (SEC file no. 1-2207).

3.3     Certificate of  Designation of Class B Common Stock,  Series 1, dated as
        of August 11, 2003,  incorporated  herein by reference to Exhibit 3.3 to
        Triarc's  Current Report on Form 8-K dated August 11, 2003 (SEC file no.
        1-2207).

10.1    Amendment  No.  2,  dated  as of May 21,  2007 to  that  certain  Credit
        Agreement dated as of July 25, 2005 among Arby's Restaurant Group, Inc.,
        Arby's  Restaurant  Holdings,  LLC,  Triarc  Restaurant  Holdings,  LLC,
        Citicorp North America,  Inc., as  administrative  agent for the Lenders
        and Issuers and as  collateral  agent for the Secured  Parties,  Bank of
        America,   N.A.  and  Credit   Suisse,   Cayman   Islands   Branch,   as
        co-syndication  agents for the Lenders and Issuers,  and Wachovia  Bank,
        National  Association,  Suntrust Bank and GE Capital  Franchise  Finance
        Corporation,  as  co-documentation  agents for the Lenders and  Issuers,
        incorporated  herein by reference  to Exhibit  10.1 to Triarc's  Current
        Report on Form 8-K dated May 25, 2007 (SEC file no. 1-2207).

10.2    Letter  Agreement  dated  as  of  May  25,  2007,  among  Sachs  Capital
        Management,  LLC, Spensyd Asset Management LLLP, Deerfield & Company LLC
        and Triarc Companies,  Inc., incorporated herein by reference to Exhibit
        10.1 to Triarc's Current Report on Form 8-K dated May 30, 2007 (SEC file
        no. 1-2207).

10.3    Amendment  No. 2 to Triarc  Companies,  Inc.  Amended and Restated  2002
        Equity  Participation Plan,  incorporated herein by reference to Exhibit
        10.1 to Triarc's Current Report on Form 8-K dated June 6, 2007 (SEC file
        no. 1-2207).

10.4    Amendment  to the Triarc  Companies,  Inc.  1999  Executive  Bonus Plan,
        incorporated  herein by reference  to Exhibit  10.2 to Triarc's  Current
        Report on Form 8-K dated June 6, 2007 (SEC file no. 1-2207).

10.5    Registration  Rights  Agreement,  dated  as of  April  19,  2007,  among
        Deerfield Triarc Capital Corp.,  the parties  identified as Stockholders
        on the  signature  pages  thereto  and the other  persons who may become
        parties  thereto from time to time in  accordance  therewith  and Triarc
        Companies, Inc., as the Sellers' Representative,  incorporated herein by
        reference to Exhibit 10.1 to Triarc's  Current  Report on Form 8-K dated
        April 24, 2007 (SEC file no. 1-2207).

10.6    Amended and Restated  Amendment  No. 1 to Employment  Agreement  between
        Triarc  Companies,  Inc.  and Brian L.  Schorr,  incorporated  herein by
        reference to Exhibit 10. 5 to Triarc's  Current Report on Form 8-K dated
        April 30, 2007 (SEC file no. 1-2207).

10.7    Services  Agreement,  dated as of April 30,  2007,  by and among  Triarc
        Companies, Inc. and Trian Fund Management,  L.P., incorporated herein by
        reference to Exhibit 10.1 to Triarc's  Current  Report on Form 8-K dated
        April 30, 2007 (SEC file no. 1-2207).

10.8    Amended and Restated Investment Management Agreement,  dated as of April
        30,  2007,  between  TCMG-MA,  LLC  and  Trian  Fund  Management,  L.P.,
        incorporated  herein by reference  to Exhibit  10.2 to Triarc's  Current
        Report on Form 8-K dated April 30, 2007 (SEC file no. 1-2207).

10.9    Separation  Agreement,  dated  as of  April  30,  2007,  between  Triarc
        Companies,  Inc. and Nelson Peltz,  incorporated  herein by reference to
        Exhibit 10.3 to Triarc's Current Report on Form 8-K dated April 30, 2007
        (SEC file no. 1-2207).

10.10   Separation  Agreement,  dated  as of  April  30,  2007,  between  Triarc
        Companies,  Inc. and Peter W. May,  incorporated  herein by reference to
        Exhibit 10.4 to Triarc's Current Report on Form 8-K dated April 30, 2007
        (SEC file no. 1-2207).

10.11   Settlement  Agreement and Mutual Release,  dated as of July __, 2007, by
        and among Triarc Companies,  Inc., Arby's Restaurant Group, Inc., Arby's
        Restaurant,  LLC and Russell V. Umphenour,  Jr., Dennis E. Cooper and J.
        Russell  Welch,  as the  RTM  Representatives,  incorporated  herein  by
        reference to Exhibit 10.3 to Triarc's  Current  Report on Form 8-K dated
        August 10, 2007 (SEC file no. 1-2207).

10.12   Bill of Sale dated July 31, 2007 by Triarc Companies, Inc. to Trian Fund
        Management,  L.P.,  incorporated  herein by reference to Exhibit 10.2 to
        Triarc's  Current Report on Form 8-K dated August 10, 2007 (SEC file no.
        1-2207).

10.13   Agreement  of Sublease  between  Triarc  Companies,  Inc. and Trian Fund
        Management,  L.P.,  incorporated  herein by reference to Exhibit 10.4 to
        Triarc's  Current Report on Form 8-K dated August 10, 2007 (SEC file no.
        1-2207).

10.14   Assignment and Assumption of Lease,  dated as of June 30, 2007,  between
        Triarc  Companies,  Inc. and Trian Fund Management,  L.P.,  incorporated
        herein by reference to Exhibit 10.1 to Triarc's  Current  Report on Form
        8-K dated August 10, 2007 (SEC file no. 1-2207).

10.15   Form of Aircraft Time Sharing Agreement  between Triarc Companies,  Inc.
        and each of Trian Fund Management,  L.P., Nelson Peltz, Peter W. May and
        Edward P.  Garden,  incorporated  herein by reference to Exhibit 10.5 to
        Triarc's  Current Report on Form 8-K dated August 10, 2007 (SEC file no.
        1-2207).

10.16   Form of Aircraft Time Sharing  Agreement  between 280 Holdings,  LLC and
        each of Trian Fund  Management,  L.P.,  Nelson  Peltz,  Peter W. May and
        Edward P.  Garden,  incorporated  herein by reference to Exhibit 10.6 to
        Triarc's  Current Report on Form 8-K dated August 10, 2007 (SEC file no.
        1-2207).

10.17   Letter Agreement dated August 6, 2007 between Triarc Companies, Inc. and
        Trian Fund Management, L.P., incorporated herein by reference to Exhibit
        10.7 to Triarc's  Current  Report on Form 8-K dated August 10, 2007 (SEC
        file No. 1-2207).

10.18   Letter  Agreement  dated August 8, 2007 among Deerfield and Company LLC,
        Deerfield  Triarc  Capital  Corp.,  DFR Merger  Company,  LLC and Triarc
        Companies,  Inc.,  as sellers'  representatives  incorporated  herein by
        reference to Exhibit 10.8 to Triarc's  Current  Report on Form 8-K dated
        August 10, 2007 (SEC file No. 1-2207).

31.1    Certification of the Chief Executive  Officer pursuant to Section 302 of
        the Sarbanes-Oxley Act of 2002. *

31.2    Certification of the Chief Financial  Officer pursuant to Section 302 of
        the Sarbanes-Oxley Act of 2002. *

31.3    Certification of the Chief Executive Officer and Chief Financial Officer
        pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,  furnished as
        an exhibit to this report on Form 10-Q. *

-----------------------
*    Filed herewith.





                                                                   EXHIBIT 31.1

                                 CERTIFICATIONS

     I, Roland C. Smith, the Chief Executive Officer of Triarc Companies,  Inc.,
certify that:

     1. I have reviewed this quarterly report on Form 10-Q of Triarc  Companies,
Inc.;

     2. Based on my knowledge, this report does not contain any untrue statement
of a  material  fact or omit to  state a  material  fact  necessary  to make the
statements made, in light of the circumstances  under which such statements were
made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

     4. The registrant's  other certifying  officer(s) and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal  control over financial
reporting  (as defined in Exchange Act Rules  13a-15(f) and  15d-15(f))  for the
registrant and have:

          a) Designed such disclosure  controls and  procedures,  or caused such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure that  material  information  relating to the  registrant,  including  its
consolidated subsidiaries,  is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

          b) Designed such internal control over financial reporting,  or caused
such  internal  control  over  financial  reporting  to be  designed  under  our
supervision,  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;

          c) Evaluated the effectiveness of the registrant's disclosure controls
and  procedures  and  presented  in  this  report  our  conclusions   about  the
effectiveness  of the disclosure  controls and procedures,  as of the end of the
period covered by this report based on such evaluation; and

          d)  Disclosed in this report any change in the  registrant's  internal
control over financial  reporting  that occurred  during the  registrant's  most
recent fiscal quarter (the registrant's  fourth fiscal quarter in the case of an
annual  report)  that  has  materially  affected,  or is  reasonably  likely  to
materially affect, the registrant's  internal control over financial  reporting;
and

     5. The registrant's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial  reporting,  to
the registrant's  auditors and the audit committee of the registrant's  board of
directors (or persons performing the equivalent functions):

          a) All significant  deficiencies and material weaknesses in the design
or operation of internal  control over financial  reporting which are reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and

          b) Any fraud,  whether or not material,  that  involves  management or
other employees who have a significant role in the registrant's internal control
over financial reporting.


Date:  August 10, 2007
                                         /s/ROLAND C. SMITH
                                         ------------------
                                         Roland C. Smith
                                         Chief Executive Officer





                                                                   EXHIBIT 31.2
                                 CERTIFICATIONS

     I, Francis T. McCarron,  the Executive  Vice President and Chief  Financial
Officer of Triarc Companies, Inc., certify that:

     1. I have reviewed this quarterly report on Form 10-Q of Triarc  Companies,
Inc.;

     2. Based on my knowledge, this report does not contain any untrue statement
of a  material  fact or omit to  state a  material  fact  necessary  to make the
statements made, in light of the circumstances  under which such statements were
made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

     4. The registrant's  other certifying  officer(s) and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal  control over financial
reporting  (as defined in Exchange Act Rules  13a-15(f) and  15d-15(f))  for the
registrant and have:

          a) Designed such disclosure  controls and  procedures,  or caused such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure that  material  information  relating to the  registrant,  including  its
consolidated subsidiaries,  is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

          b) Designed such internal control over financial reporting,  or caused
such  internal  control  over  financial  reporting  to be  designed  under  our
supervision,  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;

          c) Evaluated the effectiveness of the registrant's disclosure controls
and  procedures  and  presented  in  this  report  our  conclusions   about  the
effectiveness  of the disclosure  controls and procedures,  as of the end of the
period covered by this report based on such evaluation; and

          d)  Disclosed in this report any change in the  registrant's  internal
control over financial  reporting  that occurred  during the  registrant's  most
recent fiscal quarter (the registrant's  fourth fiscal quarter in the case of an
annual  report)  that  has  materially  affected,  or is  reasonably  likely  to
materially affect, the registrant's  internal control over financial  reporting;
and

     5. The registrant's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial  reporting,  to
the registrant's  auditors and the audit committee of the registrant's  board of
directors (or persons performing the equivalent functions):

          a) All significant  deficiencies and material weaknesses in the design
or operation of internal  control over financial  reporting which are reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and

          b) Any fraud,  whether or not material,  that  involves  management or
other employees who have a significant role in the registrant's internal control
over financial reporting.


Date: August 10, 2007
                                     /s/FRANCIS T. MCCARRON
                                     ----------------------
                                     Francis T. McCarron
                                     Executive Vice President
                                     and Chief Financial Officer





                                                                   EXHIBIT 32.1


                            Certification Pursuant to
                             18 U.S.C. Section 1350
                             As Adopted Pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002

     Pursuant to section 906 of the  Sarbanes-Oxley Act of 2002 (subsections (a)
and (b) of section 1350,  chapter 63 of title 18,  United States Code),  each of
the undersigned officers of Triarc Companies,  Inc., a Delaware corporation (the
"Company"), does hereby certify, to the best of such officer's knowledge, that:

     The  Quarterly  Report on Form 10-Q for the quarter ended July 1, 2007 (the
"Form 10-Q") of the Company  fully  complies  with the  requirements  of section
13(a) or 15(d) of the Securities Exchange Act of 1934 and information  contained
in the Form 10-Q  fairly  presents,  in all  material  respects,  the  financial
condition and results of operations of the Company.


Dated:   August 10, 2007
                                       /s/ROLAND C. SMITH
                                       ------------------
                                       Roland C. Smith
                                       Chief Executive Officer



Dated:   August 10, 2007
                                       /s/FRANCIS T. MCCARRON
                                       ----------------------
                                       Francis T. McCarron
                                       Executive Vice President and Chief
                                       Financial Officer



     A signed  original of this  written  statement  required by Section 906, or
other document authenticating, acknowledging or otherwise adopting the signature
that  appears  in typed  form  within the  electronic  version  of this  written
statement  required by Section 906, has been provided to Triarc Companies,  Inc.
and will be retained by Triarc  Companies,  Inc. and furnished to the Securities
and Exchange Commission or its staff upon request.

     The foregoing  certification  is being furnished solely pursuant to section
906 of the  Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350,
chapter 63 of title 18,  United  States  Code) and is not being filed as part of
the Form 10-Q or as a separate disclosure document.