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 March 30, 2003

                                       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.

                                                 (X) Yes ( ) No


         Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act).

                                                 (X) Yes ( ) No

     There  were  20,947,333  shares of the  registrant's  Class A Common  Stock
outstanding as of April 30, 2003.






PART I. FINANCIAL INFORMATION
Item 1.  Financial Statements.

                     TRIARC COMPANIES, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS



                                                                                        December 29,           March 30,
                                                                                          2002 (A)               2003
                                                                                          --------               ----
                                                                                                  (In Thousands)
                                                                                                    (Unaudited)
                                             ASSETS
                                                                                                       
Current assets:
     Cash and cash equivalents.........................................................$  457,472            $  467,525
     Short-term investments............................................................   175,161               157,429
     Receivables  .....................................................................    12,967                11,499
     Inventories.......................................................................     2,274                 2,147
     Deferred income tax benefit.......................................................    15,934                15,848
     Prepaid expenses and other current assets.........................................     6,471                 6,702
                                                                                       ----------            ----------
        Total current assets...........................................................   670,279               661,150
Restricted cash equivalents............................................................    32,476                32,470
Investments............................................................................    34,717                30,610
Properties.............................................................................   115,224               112,874
Goodwill ..............................................................................    90,689                90,689
Other intangible assets................................................................     8,291                 8,301
Deferred costs and other assets........................................................    16,604                16,791
                                                                                       ----------            ----------
                                                                                       $  968,280            $  952,885
                                                                                       ==========            ==========

                              LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Current portion of long-term debt.................................................$   34,422            $   38,037
     Accounts payable..................................................................    18,998                15,936
     Accrued expenses..................................................................    73,338                66,334
     Net current liabilities relating to discontinued operations.......................    33,083                35,209
                                                                                       ----------            ----------
        Total current liabilities......................................................   159,841               155,516
Long-term debt.........................................................................   352,700               340,917
Deferred compensation payable to related parties.......................................    25,706                26,495
Deferred income taxes..................................................................    60,967                60,704
Other liabilities, deferred income and minority interests in a consolidated subsidiary.    36,324                36,562
Stockholders' equity:
     Common stock......................................................................     2,955                 2,955
     Additional paid-in capital........................................................   131,708               132,186
     Retained earnings.................................................................   360,995               359,021
     Common stock held in treasury.....................................................  (162,084)             (160,714)
     Accumulated other comprehensive deficit...........................................      (832)                 (757)
                                                                                       ----------            ----------
        Total stockholders' equity.....................................................   332,742               332,691
                                                                                       ----------            ----------
                                                                                       $  968,280            $  952,885
                                                                                       ==========            ==========



     (A)  Derived  from the  audited  consolidated  financial  statements  as of
          December 29, 2002.





    See accompanying notes to condensed consolidated financial statements.





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



                                                                                               Three Months Ended
                                                                                        --------------------------------
                                                                                        March 31,              March 30,
                                                                                          2002                   2003
                                                                                          ----                   ----
                                                                                    (In Thousands Except Per Share Amounts)
                                                                                                (Unaudited)

                                                                                                       
Revenues:
     Net sales..........................................................................$      --             $  48,497
     Royalties and franchise and related fees (A).......................................    22,381               21,237
                                                                                        ----------            ---------
                                                                                            22,381               69,734
                                                                                        ----------            ---------
Costs and expenses:
     Cost of sales, excluding depreciation and amortization.............................       --                36,255
     Advertising and selling............................................................        45                3,100
     General and administrative.........................................................    19,461               23,380
     Depreciation and amortization, excluding amortization of deferred financing costs..     1,581                3,383
                                                                                        ----------            ---------
                                                                                            21,087               66,118
                                                                                        ----------            ---------
           Operating profit.............................................................     1,294                3,616
Interest expense........................................................................    (6,360)              (8,458)
Insurance expense related to long-term debt.............................................    (1,175)              (1,092)
Investment income, net..................................................................     6,062                3,141
Other income (expense), net.............................................................      (570)                 557
                                                                                        ----------            ---------
           Loss before income taxes.....................................................      (749)              (2,236)
(Provision for) benefit from income taxes...............................................      (297)                 262
                                                                                        ----------            ---------
           Net loss.....................................................................$   (1,046)           $  (1,974)
                                                                                        ==========            =========

Loss per share:
           Basic........................................................................$     (.05)           $    (.10)
                                                                                        ==========            =========
           Diluted......................................................................$     (.05)           $    (.10)
                                                                                        ==========            =========



     (A)  Includes royalties from Sybra, Inc. of $1,736,000 for the three months
          ended  March 31,  2002  whereas  the  royalties  from  Sybra,  Inc. of
          $1,677,000  for the three months ended March 30, 2003 were  eliminated
          in consolidation.



















     See accompanying notes to condensed consolidated financial statements.









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



                                                                                                Three Months Ended
                                                                                          ------------------------------
                                                                                          March 31,            March 30,
                                                                                            2002                 2003
                                                                                            ----                 ----
                                                                                                  (In Thousands)
                                                                                                    (Unaudited)
                                                                                                       
Cash flows from continuing operating activities:
  Net loss..............................................................................$   (1,046)          $   (1,974)
  Adjustments to reconcile net loss to net cash used in continuing operating activities:
         Depreciation and amortization of properties....................................     1,416                3,059
         Amortization of other intangible assets and certain other items................       165                  324
         Amortization of deferred financing costs and original issue discount...........       486                  451
         Collection of litigation settlement receivable.................................     1,667                1,667
         Deferred compensation provision ...............................................       924                  789
         Operating investment adjustments, net (see below)..............................       778               (6,766)
         Equity in losses (earnings) of investees, net..................................       739                 (577)
         Deferred income tax benefit....................................................      (992)                (219)
         Other, net.....................................................................      (681)                 277
         Changes in operating assets and liabilities:
             Increase in receivables....................................................       (38)                (192)
             Decrease in inventories....................................................        --                  127
             Increase in prepaid expenses and other current assets......................      (496)                (231)
             Decrease in accounts payable and accrued expenses..........................   (14,982)             (17,208)
                                                                                        ----------           ----------
                Net cash used in continuing operating activities........................   (12,060)             (20,473)
                                                                                        ----------           ----------
Cash flows from continuing investing activities:
  Investment activities, net (see below)................................................   (44,719)              34,540
  Capital expenditures..................................................................       (23)                (721)
  Other.................................................................................       497                  (66)
                                                                                        ----------           ----------
                Net cash provided by (used in) continuing investing activities..........   (44,245)              33,753
                                                                                        ----------           ----------
Cash flows from continuing financing activities:
  Repayments of long-term debt..........................................................    (5,932)              (8,296)
  Exercises of stock options............................................................     1,851                1,692
  Transfers from restricted cash equivalents............................................       124                   53
                                                                                        ----------           ----------
                Net cash used in continuing financing activities........................    (3,957)              (6,551)
                                                                                        ----------           ----------
Net cash provided by (used in) continuing operations....................................   (60,262)               6,729
Net cash provided by discontinued operations............................................       290                3,324
                                                                                        ----------           ----------
Net increase (decrease) in cash and cash equivalents....................................   (59,972)              10,053
Cash and cash equivalents at beginning of period........................................   506,461              457,472
                                                                                        ----------           ----------
Cash and cash equivalents at end of period..............................................$  446,489           $  467,525
                                                                                        ==========           ==========

Details of cash flows related to investments:
  Operating investment adjustments, net:
       Proceeds from sales of trading securities........................................$   14,855           $    5,919
       Cost of trading securities purchased.............................................   (11,523)             (12,014)
       Net recognized losses (gains) from trading securities and short positions in
         securities.....................................................................        40                  (49)
       Other net recognized gains, including a reduction for other than temporary
         losses, and equity in investment limited partnerships..........................    (2,621)                (729)
       Net amortization of premium on debt securities...................................        27                  107
                                                                                        ----------           ----------
                                                                                        $      778           $   (6,766)
                                                                                        ==========           ==========
  Investing investment activities, net:
       Proceeds from sales and maturities of available-for-sale securities and other
         investments....................................................................$   28,373           $   47,943
       Cost of available-for-sale securities and other investments purchased............   (70,405)             (17,759)
       Proceeds of securities sold short................................................     6,414                9,886
       Payments to cover short positions in securities..................................    (9,101)              (5,530)
                                                                                        ----------           ----------
                                                                                        $  (44,719)          $   34,540
                                                                                        ==========           ==========


     See accompanying notes to condensed consolidated financial statements.




                     TRIARC COMPANIES, INC. AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                 March 30, 2003
                                  (Unaudited)

(1)  Basis of Presentation

     The accompanying  unaudited condensed  consolidated 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  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. In the
opinion  of  the  Company,  however,  the  accompanying  condensed  consolidated
financial  statements  contain  all  adjustments,   consisting  only  of  normal
recurring  adjustments,  necessary  to present  fairly the  Company's  financial
position  as of  December  29,  2002  and  March  30,  2003 and its  results  of
operations and cash flows for the  three-month  periods ended March 31, 2002 and
March 30, 2003 (see below).  This information should be read in conjunction with
the  consolidated  financial  statements  and  notes  thereto  included  in  the
Company's Annual Report on Form 10-K for the fiscal year ended December 29, 2002
(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. The Company's first quarter of 2002
commenced  on December  31,  2001 and ended on March 31, 2002 and the  Company's
first  quarter of 2003  commenced  on  December  30, 2002 and ended on March 30,
2003.  The period from December 31, 2001 to March 31, 2002 is referred to herein
as the three-month  period ended March 31, 2002 and the period from December 30,
2002 to March 30,  2003 is referred to herein as the  three-month  period  ended
March 30, 2003. Each quarter contained 13 weeks.

     Certain  amounts  included in the  accompanying  prior  periods'  condensed
consolidated  financial  statements  have been  reclassified to conform with the
current quarter's presentation.

(2)  Stock-Based Compensation

     The  Company  measures  compensation  costs  for its  employee  stock-based
compensation under the intrinsic value method rather than the fair value method.
Accordingly,  compensation  cost for the Company's  stock options is measured as
the excess,  if any, of the market  price of the  Company's  common stock at the
date of grant,  or at any  subsequent  measurement  date as a result of  certain
types of  modifications  to the terms of its stock  options,  over the amount an
employee  must  pay  to  acquire  the  stock.  Such  amounts  are  amortized  as
compensation  expense over the vesting period of the related stock options.  Any
compensation  cost is  recognized  as  expense  only to the  extent  it  exceeds
compensation expense previously  recognized for such stock options.  However, no
stock-based  employee  compensation expense determined under the intrinsic value
method has been  recognized  in the  reported  net loss  during the  three-month
periods ended March 31, 2002 and March 30, 2003.

     A summary of the effect on net loss and net loss per share in each  quarter
presented as if the fair value method had been  applied to all  outstanding  and
unvested  stock  options  that were  granted  commencing  January  1, 1995 is as
follows (in thousands except per share data):



                                                                                              Three Months Ended
                                                                                          ------------------------------
                                                                                          March 31,            March 30,
                                                                                            2002                2003
                                                                                            ----                ----

                                                                                                     
      Net loss, as reported.............................................................$   (1,046)        $   (1,974)
      Recognition of total stock-based employee compensation expense determined
        under the fair value method, net of related income taxes........................    (1,471)            (1,270)
                                                                                        ----------         ----------
      Net loss, as adjusted.............................................................$   (2,517)        $   (3,244)
                                                                                        ==========         ==========

      Loss per share:
        Basic and diluted, as reported..................................................$     (.05)        $     (.10)
        Basic and diluted, as adjusted..................................................      (.12)              (.16)


See Note 14 to the consolidated financial statements contained in the Form 10-K
for  disclosure of  the adjustments, methods and significant assumptions used to
estimate  the fair values  of stock  options reflected in  the table  above. The
significant  assumptions remain  unchanged since  there  were no  stock  options
granted by the Company  during the three-month periods  ended March 31, 2002 and
March 30, 2003.

(3)  Acquisition of Sybra

     On December 27, 2002,  the Company  completed the  acquisition  (the "Sybra
Acquisition")  of all of the voting equity  interests of Sybra,  Inc.  ("Sybra")
from I.C.H.  Corporation  ("ICH") as  disclosed  in more detail in Note 3 to the
Company's  consolidated  financial  statements contained in the Form 10-K. Sybra
owned and  operated 239 Arby's  restaurants  in nine states as of March 30, 2003
and, prior to the Sybra Acquisition, was the second largest franchisee of Arby's
restaurants.

     The  allocation of the purchase  price of Sybra to the assets  acquired and
the  liabilities  assumed at the date of the Sybra  Acquisition  is set forth in
Note 3 to the consolidated financial statements contained in the Form 10-K. This
allocation of the purchase price of Sybra is on a preliminary  basis and remains
subject to finalization.

     Sybra's  results of  operations  and cash flows have been  included  in the
accompanying condensed consolidated  statements of operations and cash flows for
the  quarter  ended March 30,  2003 but have not been  included  for the quarter
ended March 31, 2002. However,  royalties and franchise and related fee revenues
from  Sybra,  which  are  no  longer  included  in  the  accompanying  condensed
consolidated statements of operations and cash flows for the quarter ended March
30, 2003, were included for the quarter ended March 31, 2002.

     The  following  unaudited  supplemental  pro forma  condensed  consolidated
summary  operating data (the "As Adjusted  Data") of the Company for the quarter
ended March 31, 2002 has been prepared by adjusting the  historical  data as set
forth in the accompanying condensed consolidated statement of operations to give
effect to the Sybra  Acquisition  as if it had been  consummated on December 31,
2001 (in thousands except per share amounts):



                                                                                    As Reported       As Adjusted
                                                                                    -----------       -----------

                                                                                                 
      Revenues......................................................................$   22,381          $71,116
      Operating profit (loss).......................................................     1,294           (2,595)
      Net loss......................................................................    (1,046)          (5,467)
      Loss per share:
        Basic.......................................................................     (.05)             (.27)
        Diluted.....................................................................     (.05)             (.27)



     The As Adjusted  Data is presented for  comparative  purposes only and does
not purport to be indicative of the Company's  actual  results of operations had
the Sybra  Acquisition  actually been consummated on December 31, 2001 or of the
Company's future results of operations.

(4)  Comprehensive Loss

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



                                                                                          Three Months Ended
                                                                                    ------------------------------
                                                                                    March 31,            March 30,
                                                                                       2002                 2003
                                                                                       ----                 ----

                                                                                                  
      Net loss......................................................................$   (1,046)         $   (1,974)
      Net change in unrealized holding gains or losses on available-for-sale
        securities (see below)......................................................    (2,984)                 69
      Net change in currency translation adjustment.................................         3                   6
                                                                                    ----------          ----------
      Comprehensive loss............................................................$   (4,027)         $   (1,899)
                                                                                    ==========          ==========








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



                                                                                          Three Months Ended
                                                                                    ------------------------------
                                                                                    March 31,            March 30,
                                                                                       2002                 2003
                                                                                       ----                 ----

                                                                                                  
      Net change in unrealized appreciation or depreciation of available-for-sale
        securities during the period................................................$   (2,718)         $      (19)
      (Less) plus reclassification of prior period net (appreciation) depreciation
         included in net loss.......................................................    (1,966)                135
                                                                                    ----------          ----------
                                                                                        (4,684)                116
      Equity in change in unrealized gain on a retained interest....................        78                  (7)
      Equity in change in unrealized gain on available-for-sale securities..........        --                   2
      Income tax (provision) benefit................................................     1,622                 (42)
                                                                                    ----------          ----------
                                                                                    $   (2,984)         $       69
                                                                                    ==========          ==========


(5)  Discontinued Operations

     Prior to 2002 the Company sold (the "Snapple  Beverage  Sale") the stock of
the companies  comprising its former premium beverage and soft drink concentrate
business  segments (the  "Beverage  Discontinued  Operations")  to affiliates of
Cadbury Schweppes plc ("Cadbury").  Further,  prior to 2002 the Company sold the
stock or the principal assets of the companies comprising the former utility and
municipal services and refrigeration business segments (the "SEPSCO Discontinued
Operations")  of  SEPSCO,  LLC,  a  subsidiary  of  the  Company.  The  Beverage
Discontinued  Operations  and  the  SEPSCO  Discontinued  Operations  have  been
accounted for as discontinued operations since their respective dates of sale.

     The  consideration  paid  to the  Company  in  the  Snapple  Beverage  Sale
consisted of (1) cash,  which is subject to further  post-closing  adjustment as
described  below and (2) the  assumption by Cadbury of debt and related  accrued
interest.  The Snapple Beverage Sale purchase and sale agreement  provides for a
post-closing  adjustment,  the amount of which is in dispute. Cadbury has stated
that it  currently  believes  that it is entitled to receive  from the Company a
post-closing  adjustment of $23,189,000  plus interest at 7.19% from the October
25,  2000 sale date while the  Company,  on the other  hand,  has stated that it
currently believes that no post-closing  adjustment is required.  The Company is
in  arbitration  with  Cadbury  to  determine  the  amount  of the  post-closing
adjustment,  if any. The Company currently expects the arbitration process to be
completed no later than December 29, 2003.

     Net current liabilities  relating to discontinued  operations  consisted of
the following (in thousands):



                                                                                   December 29,           March 30,
                                                                                       2002                 2003
                                                                                       ----                 ----

                                                                                                  
     Accrued expenses, including accrued income taxes, of the Beverage
        Discontinued Operations....................................................$    30,316          $    32,453 (a)
     Net liabilities of SEPSCO Discontinued Operations (net of assets held
        for sale of $234)..........................................................      2,767                2,756
                                                                                   -----------          -----------
                                                                                   $    33,083          $    35,209
                                                                                   ===========          ===========


     (a)  Increase is  principally  due to the  collection  of state  income tax
          receivables  of  $3,422,000  less  related  federal  income  taxes  of
          $1,198,000.

(6)  Loss Per Share

     Basic loss per share for the  three-month  periods ended March 31, 2002 and
March 30, 2003 has been  computed by dividing net loss by the  weighted  average
number of common shares outstanding of 20,422,000 and 20,413,000,  respectively.
Diluted  loss per share for the  three-month  periods  ended  March 31, 2002 and
March  30,  2003 is the same as the  basic  loss per  share  since  the  Company
reported  a net loss and,  therefore,  the  effect of all  potentially  dilutive
securities  on the  loss  per  share  would  have  been  antidilutive.  The only
remaining Company securities as of March 30, 2003 that could dilute basic income
per share for periods subsequent to March 30, 2003 are the 9,185,088 outstanding
stock options.

(7)  Transactions with Related Parties

     Prior to 2002 the Company provided incentive compensation of $22,500,000 to
the Chairman  and Chief  Executive  Officer and  President  and Chief  Operating
Officer of the Company  (the  "Executives")  which was  invested in two deferred
compensation  trusts (the  "Deferred  Compensation  Trusts") for their  benefit.
Deferred  compensation  expense of $924,000 and $789,000 was  recognized  in the
three-month periods ended March 31, 2002 and March 30, 2003,  respectively,  for
the increase in the fair value of the  investments in the Deferred  Compensation
Trusts.  Under accounting  principles generally accepted in the United States of
America,  the  Company  was not  able to  recognize  any  investment  income  on
unrealized  increases in value of the  investments in the Deferred  Compensation
Trusts during the  three-month  periods ended March 31, 2002 and March 30, 2003.
However,  during the  three-month  period ended March 30, 2003, the Company sold
one of the  investments  in the Deferred  Compensation  Trusts and  recognized a
previously unrealized gain of $452,000,  which included increases in value prior
to the 2003 first quarter. The cumulative disparity between compensation expense
and  recognized  investment  income will reverse in future periods as either (1)
additional  investments  in  the  Deferred  Compensation  Trusts  are  sold  and
previously  unrealized gains are recognized  without any offsetting  increase in
compensation  expense or (2) the fair values of the  investments in the Deferred
Compensation  Trusts  decrease  resulting in the  recognition  of a reduction of
deferred  compensation  expense  without any  offsetting  losses  recognized  in
investment income. Recognized gains are included in "Investment income, net" and
deferred compensation expense is included in "General and administrative" in the
accompanying condensed consolidated statements of operations.  The obligation to
the Executives is reported as "Deferred compensation payable to related parties"
in the accompanying  condensed  consolidated balance sheet as of March 30, 2003.
The  assets in the  Deferred  Compensation  Trusts  which are  reflected  in the
accompanying condensed consolidated balance sheet as of March 30, 2003 consisted
of $18,171,000 included in "Investments,"  $4,459,000 included in "Cash and cash
equivalents" and $495,000 included in "Receivables."

     The Company received a $5,000,000  interest-bearing  note (the "Executives'
Note")  from the  Executives  prior to 2002 as part of a  settlement  of a class
action lawsuit receivable in three equal installments. The Executives' Note bore
interest at 4.92%  during the  twelve-month  period  ended March 31, 2002 and at
1.75% thereafter  through maturity.  The Company recorded interest income on the
Executives'  Note of $40,000 and $7,000 for the three-month  periods ended March
31, 2002 and March 30, 2003, respectively. In March of 2002 and 2003 the Company
collected  the  second  and third  installments  aggregating  $3,334,000  on the
Executives'  Notes. The Company also collected  related interest of $163,000 and
$29,000 during the three-month periods ended March 31, 2002 and March 30, 2003.

     As  disclosed  in more  detail in Note 23 ("Note  23") to the  consolidated
financial  statements  contained  in  the  Form  10-K  regarding  related  party
transactions,  the Company has provided  certain of its management  officers and
employees,  including its executive officers,  the opportunity to co-invest with
the Company in certain investments and made related loans to management prior to
2002. The Company did not enter into any new  co-investments  subsequent to 2001
and the co-investment policy no longer permits any new loans. During the quarter
ended December 29, 2002,  the Company  provided an allowance of $176,000 for the
uncollectible non-recourse portion of the notes owed by management in connection
with  their  co-investments  in EBT  Holding  Company,  LLC  ("EBT")  due to the
worthlessness  of the  investment  owned by EBT.  Such  non-recourse  notes were
subsequently  forgiven in March 2003. During the three-month  period ended March
30, 2003, the Company  collected the remaining  $176,000 of the recourse portion
of the notes with respect to EBT and $2,000 of related accrued  interest.  Under
the  Company's  co-investment  policy,  as of March 30,  2003 the Company had in
total $1,994,000 of remaining co-investment notes receivable from management, of
which $997,000 was  non-recourse,  less a $393,000  remaining  allowance for the
uncollectible  non-recourse  portion of the notes which was also provided during
the quarter ended December 29, 2002. These notes, net of the related  allowance,
are included in "Deferred costs and other assets" in the accompanying  condensed
consolidated balance sheets.

     The Company continues to have additional  related party transactions of the
same  nature  and  general  magnitude  as  those  described  in  Note  23 to the
consolidated financial statements contained in the Form 10-K.





(8) 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 1970's.  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  provides  for  development  of a  work  plan  for  further
investigation   of  the  site  and  limited   remediation   of  the   identified
contamination.  Subsequent  to March 30, 2003,  the FDEP  approved the work plan
submitted by Adams'  environmental  consultant  and work is expected to begin at
the  site  in  the  near  future.  Based  on  a  preliminary  cost  estimate  of
approximately  $1,000,000  for  completion of the work plan  developed by Adams'
environmental  consultant,  and after taking into  consideration  various  legal
defenses  available to the Company,  including Adams, Adams has provided for its
estimate  of  its  liability  for  this  matter,  including  related  legal  and
consulting fees. Such provision was made primarily during the quarter ended June
30, 2002.

     In October 1998,  various class action lawsuits were filed on behalf of the
Company's stockholders.  Each of these actions names the Company, the Executives
and members of the  Company's  board of  directors as  defendants.  On March 26,
1999,  certain  plaintiffs  in these actions  filed an amended  complaint  which
alleges that the Company's  tender offer statement filed with the Securities and
Exchange Commission in 1999, pursuant to which the Company repurchased 3,805,015
shares of its class A common stock for $18.25 per share,  was  materially  false
and misleading.  The amended complaint seeks,  among other items,  damages in an
unspecified  amount.  In October 2000, the plaintiffs agreed to stay this action
pending  determination  of a similar  stockholder  action which was subsequently
dismissed  in October 2002 and is no longer being  appealed.  Through  March 30,
2003,  no further  action  has  occurred  with  respect  to these  class  action
lawsuits.

     In addition to the environmental  matter and stockholder  lawsuit described
above, the Company is involved in other litigation and claims  incidental to its
business.  Triarc and its subsidiaries  have reserves for all of their legal and
environmental matters aggregating  $2,600,000 as of March 30, 2003. 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 its legal and  environmental  matters  will have a
material  adverse effect on its  consolidated  financial  position or results of
operations.

(9) Subsequent Events

     As  disclosed  in more  detail in Note 23, the  Company  and certain of its
officers, including entities controlled by them, have invested in Encore Capital
Group,  Inc.  ("Encore"),  an investment  accounted for by the Company under the
equity  method.  The Company and other  stockholders  of Encore,  including  the
present and former  officers of the Company who have invested in Encore prior to
an initial  public  offering  by Encore of its common  stock in July 1999,  on a
joint and several basis,  had entered into  guarantees  (the "Bank  Guarantees")
and/or  certain  related  agreements to guarantee up to $15,000,000 of revolving
credit  borrowings of a subsidiary of Encore.  The $15,000,000  revolving credit
line had been  scheduled to expire in April 2003.  As of Encore's  first quarter
ended March 31, 2003,  Encore had  $1,864,000 of  outstanding  revolving  credit
borrowings. In April 2003, the maturity date for any revolving credit borrowings
was extended until April 15, 2004 but the maximum  amount  available was reduced
from $15,000,000 to $5,000,000.  This effectively reduced the Bank Guarantees to
$5,000,000, of which the Company would be responsible for approximately $600,000
assuming the full  $5,000,000  was borrowed and all of the parties,  besides the
Company,  to the  Bank  Guarantees  and the  related  agreements  fully  perform
thereunder.  In  connection  therewith,  at  March  30,  2003  the  Company  had
$15,019,000  in an  interest-bearing  bank  custodial  account at the  financial
institution  providing  the  revolving  credit line which was subject to set off
under certain  circumstances  if the parties to the Bank  Guarantees and related
agreements failed to perform their obligations thereunder.  The interest-bearing
bank  account is included  in "Cash and cash  equivalents"  in the  accompanying
condensed  consolidated  balance sheets.  However,  such funds were subsequently
withdrawn  following the April 2003  extension of the revolving  credit line. In
addition,  the Company  continues to guarantee the obligations  under the senior
notes of Encore as disclosed in more detail in Note 23.






                     TRIARC COMPANIES, INC. AND SUBSIDIARIES



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

Introduction

     We currently  operate in one business,  franchising  and  operating  Arby's
restaurants.

     On December 27, 2002,  we completed  the  acquisition  of Sybra,  Inc. in a
transaction we refer to as the Sybra  Acquisition.  Sybra owned and operated 239
Arby's  restaurants  in nine states as of March 30, 2003 and, prior to the Sybra
Acquisition,  was the second  largest  franchisee  of Arby's  restaurants.  As a
result of the Sybra Acquisition, our consolidated results of operations and cash
flows for our 2003 first quarter  include  Sybra's results and cash flows but do
not  include  royalties  and  franchise  and  related  fees from Sybra which are
eliminated in  consolidation.  Our  consolidated  results of operations and cash
flows for our 2002 first quarter,  however,  include royalties and franchise and
related fees from Sybra but do not include Sybra's results and cash flows.

Presentation of Financial Information

     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  the  accompanying
condensed consolidated financial statements 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 29, 2002.  Item 7 of our
Form 10-K  describes  the  recent  trends  affecting  our  restaurant  business,
contractual obligations and 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 1."

     We  report  on a fiscal  year  consisting  of 52 or 53 weeks  ending on the
Sunday  closest to December  31. Our first  quarter of fiscal 2002  commenced on
December  31, 2001 and ended on March 31,  2002 and our first  quarter of fiscal
2003  commenced on December 30, 2002 and ended on March 30, 2003.  When we refer
to the "three months ended March 31, 2002" or the "2002 first  quarter," we mean
the period  from  December  31,  2001 to March 31, 2002 and when we refer to the
"three  months  ended March 30,  2003" or the "2003 first  quarter," we mean the
period from  December  30, 2002 to March 30,  2003.  Each  quarter  contained 13
weeks.

     Certain amounts presented in this "Management's  Discussion and Analysis of
Financial  Condition and Results of Operations" for the three months ended March
31,  2002  have  been   reclassified  to  conform  with  the  current  quarter's
presentation.

Results of Operations

     Presented  below is a table that  summarizes  our results of operations and
compares the amount and percent of the change between the 2002 first quarter and
the 2003 first quarter.  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
                                                                   ----------------------          Change
                                                                   March 31,    March 30,   -------------------
                                                                     2002         2003      Amount      Percent
                                                                     ----         ----      ------      -------
                                                                         (In Millions Except Percents)
                                                                                             
Revenues:
   Net sales...................................................$       --    $    48.5      $   48.5     n/m
   Royalties and franchise and related fees (a)................      22.4         21.2          (1.2)     (5)%
                                                               ----------    ---------      --------
                                                                     22.4         69.7          47.3     n/m
                                                               ----------    ---------      --------
Costs and expenses:
   Cost of sales, excluding depreciation and amortization .....        --         36.2          36.2     n/m
   Advertising and selling.....................................        --          3.1           3.1     n/m
   General and administrative .................................      19.5         23.4           3.9      20 %
   Depreciation and amortization, excluding amortization of
     deferred financing costs .................................       1.6          3.4           1.8     114%
                                                               ----------    ---------      --------
                                                                     21.1         66.1          45.0     n/m
                                                               ----------    ---------      --------
       Operating profit .......................................       1.3          3.6           2.3     179%
Interest expense ..............................................      (6.4)        (8.5)         (2.1)    (33)%
Insurance expense related to long-term debt....................      (1.1)        (1.1)           --      -- %
Investment income, net.........................................       6.1          3.1          (3.0)    (48)%
Other income (expense), net....................................      (0.6)         0.6           1.2     n/m
                                                               ----------    ---------      --------
       Loss before income taxes................................      (0.7)        (2.3)         (1.6)    n/m
(Provision for) benefit from income taxes......................      (0.3)         0.3           0.6     n/m
                                                               ----------    ---------      --------
       Net loss................................................$     (1.0)   $    (2.0)     $   (1.0)    n/m
                                                               ==========    =========      ========


     (a)  Includes royalties from Sybra, Inc. of $1.7 million for the 2002 first
          quarter whereas the royalties from Sybra, Inc. of $1.7 million for the
          2003 first quarter were eliminated in consolidation.

Net Sales

     Our net sales of $48.5  million for the three  months  ended March 30, 2003
resulted entirely from our operation of the Arby's  restaurants  acquired in the
Sybra Acquisition.

Royalties and Franchise and Related Fees

     Our royalties and franchise and related fees, which were generated entirely
from our restaurant franchising operations, were reduced by $1.2 million, or 5%,
to $21.2  million for the three months  ended March 30, 2003 from $22.4  million
for the three months ended March 31, 2002.  This  reduction  reflects that we no
longer  include  royalties  from  the  restaurants  we  acquired  in  the  Sybra
Acquisition whereas we included $1.7 million of royalties from Sybra in the 2002
first  quarter.  Aside from the effect of the Sybra  Acquisition,  royalties and
franchise  and related fees  increased  $0.5  million in the 2003 first  quarter
compared with the 2002 first  quarter  entirely due to an increase in royalties.
This  increase in royalties  consisted of a $0.8 million  improvement  resulting
from the royalties from the 115  restaurants  opened since March 31, 2002,  with
generally higher than average sales volumes, replacing the royalties from the 56
generally  underperforming  restaurants  closed since March 31, 2002,  partially
offset by a $0.3  million  decrease due to a 2% decline in  same-store  sales of
franchised  restaurants  during the 2003 first  quarter  compared  with the 2002
first quarter.

     The 2% decline in the  same-store  sales of franchised  restaurants  in the
2003 first quarter followed a 3% decline in the 2002 fourth quarter.  We believe
these declines were affected by the adverse effects of worse weather conditions,
price  discounting  in the quick  service  restaurant  industry,  the  generally
sluggish  economy and strong  same-store  sales  comparisons of the prior years'
comparable  quarters.   We  are  continuing  Arby's  national  cable  television
advertising and introducing new operational,  product and marketing  initiatives
which we expect will favorably  impact the trend of same-store  sales during the
balance of 2003.

Cost of Sales, Excluding Depreciation and Amortization

     Our  cost of  sales,  excluding  depreciation  and  amortization,  of $36.2
million for the three months  ended March 30, 2003  resulted  entirely  from our
operation of the Arby's restaurants acquired in the Sybra Acquisition.

     Our royalties and franchise fees have no associated cost of sales.

Advertising and Selling

     Our advertising  and selling  expenses of $3.1 million for the three months
ended  March  30,  2003  resulted  entirely  from our  operation  of the  Arby's
restaurants acquired in the Sybra Acquisition.

General and Administrative

     Our general and administrative expenses increased $3.9 million, principally
as a result of the Sybra Acquisition.





Depreciation and Amortization, Excluding Amortization of Deferred Financing
  Costs

     Our  depreciation  and  amortization,  excluding  amortization  of deferred
financing  costs,  increased  $1.8  million for the three months ended March 30,
2003 entirely due to depreciation and amortization of Sybra.

Interest Expense

     Interest expense increased $2.1 million reflecting $2.4 million of interest
expense  of Sybra.  Aside  from the  effect of the Sybra  Acquisition,  interest
expense decreased $0.3 million, or 4%, due to lower outstanding  balances of our
7.44%  insured  non-recourse  securitization  notes,  which  we  refer to as the
Securitization Notes.

Investment Income, Net

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



                                                                       Three Months Ended
                                                                    ------------------------
                                                                    March 31,      March 30,
                                                                      2002           2003              Change
                                                                      ----           ----              ------
                                                                                 (In Millions)

                                                                                           
     Recognized net gains.........................................$    2.5          $  1.0          $   (1.5)
     Interest income..............................................     2.9             2.0              (0.9)
     Distributions, including dividends...........................     0.7             0.4              (0.3)
     Equity in the earnings of investment limited partnerships....     0.2              --              (0.2)
     Other........................................................    (0.2)           (0.3)             (0.1)
                                                                  --------          ------          --------
                                                                  $    6.1          $  3.1          $   (3.0)
                                                                  ========          ======          ========


     Our recognized net gains are dependent upon the underlying economics and/or
volatility in the value of our investments in available-for-sale  securities and
cost basis  investments  and/or the timing of the sales of those investments and
may not recur in future periods (see further  discussion below). The decrease in
interest  income is due to a decline  in average  rates on our  interest-bearing
investments  from  1.9% in the 2002  first  quarter  to 1.4% in the  2003  first
quarter  principally  due  to  the  general  decline  in the  money  market  and
short-term interest rate environment.

     As of March 30, 2003, we had pretax  unrealized  holding gains and (losses)
on available-for-sale  marketable securities of $1.3 million and $(1.0) million,
respectively, included in accumulated other comprehensive deficit. Should either
(1) we  decide  to sell any of these  investments  or (2) any of the  unrealized
losses continue such that we believe they have become other than  temporary,  we
would recognize the gains or losses on the related  investments at that time. As
of April 30, 2003, the  unrealized  holding losses of $1.0 million had increased
to $2.4  million.  In  addition,  through  280 BT  Holdings  LLC, a  57.4%-owned
consolidated  subsidiary,  we  hold a $1.7  million  cost  basis  investment  in
Scientia  Health  Group  Limited,  an  entity  which we  refer  to as  Scientia,
representing original cost less adjustments made in 2002 subsequent to the first
quarter for unrealized  losses in investments  made by Scientia that were deemed
to be other than temporary. Such amount has been effectively reduced by minority
interests  of $0.7  million.  In  addition,  as of March 30,  2003 we have notes
receivable from management officers and employees relating to a portion of their
investments  in 280 BT Holdings of which $0.8 million is  non-recourse,  less an
allowance of $0.4 million for  uncollectible  amounts.  If the value of Scientia
declines further and, accordingly,  we recognize additional other than temporary
losses, we would also provide additional allowances relating to the non-recourse
notes receivable in "General and administrative" expenses.

Other Income (Expense), Net

     Other income (expense),  net,  increased $1.2 million  principally due to a
$1.3 million improvement in equity in earnings (losses) of Encore Capital Group,
Inc., which we refer to as Encore,  from equity in losses of $0.7 million in the
2002  first  quarter  to equity in  earnings  of $0.6  million in the 2003 first
quarter.  The  equity in losses of Encore in the 2002  first  quarter  reflected
previously  unrecorded  losses that were  recognized upon our investment of $0.9
million in newly-issued  convertible  preferred  stock of Encore.  The equity in
these losses had not been  recognized  prior to the 2002 first  quarter since we
had previously reduced our investment in Encore to zero.

Loss Before Income Taxes

     Our loss before income taxes increased $1.6 million to $2.3 million for the
three  months  ended March 30, 2003 from $0.7 million for the three months ended
March 31,  2002 due to the effect of the  variances  explained  in the  captions
above.

     We  recognized  $0.9 million in the 2002 first  quarter and $0.8 million in
the 2003 first  quarter of  compensation  expense in general and  administrative
expenses  for the  increase  in the fair value of  investments  in two  deferred
compensation trusts, which we refer to as the Trusts, in which we invested prior
to 2002  for the  benefit  of our  Chairman  and  Chief  Executive  Officer  and
President and Chief Operating Officer, whom we refer to as the Executives. Under
accounting  principles  generally  accepted in the United States of America,  we
were unable to recognize any investment income on unrealized  increases in value
of the  investments  in the Trusts  during the 2002 first  quarter  and the 2003
first  quarter.  However,  during  the 2003  first  quarter,  we sold one of the
investments  in the Trusts and recognized a previously  unrealized  gain of $0.5
million,  which  included  increases  in value prior to the 2003 first  quarter,
which is included in our investment  income.  The cumulative  disparity  between
compensation  expense and  recognized  investment  income will reverse in future
periods  as  either  (1)  additional  investments  in the  Trusts  are  sold and
previously  unrealized gains are recognized  without any offsetting  increase in
compensation  expense or (2) the fair  values of the  investments  in the Trusts
decrease  resulting in the  recognition of a reduction of deferred  compensation
expense without any offsetting losses recognized in investment income.

Income Taxes

     The benefit  from income  taxes for the three  months  ended March 30, 2003
represented  a rate of 12%  which  was  lower  than the  United  States  Federal
statutory  rate of 35%  principally  due to (1)  the  effect  of  non-deductible
compensation  costs  and (2) state  income  taxes,  net of  Federal  income  tax
benefit,  due  to  the  differing  mix  of  pretax  income  or  loss  among  the
consolidated  entities  which file state tax  returns on an  individual  company
basis.  We had a provision for income taxes for the three months ended March 31,
2002 despite a pretax loss  principally due to the impact of the same items on a
lower pretax loss.

Liquidity And Capital Resources

Cash Flows from Continuing Operating Activities

     Our consolidated  operating activities from continuing operations used cash
and cash  equivalents,  which we refer to in this  discussion  as cash, of $20.5
million during the three months ended March 30, 2003 reflecting (1) cash used by
changes in operating assets and liabilities of $17.5 million,  (2) net operating
investment  adjustments of $6.8 million and (3) a net loss of $2.0 million,  all
partially  offset  by (1)  net  non-cash  charges  of $4.1  million  and (2) the
collection of a litigation settlement receivable of $1.7 million.

     The cash used by  changes in  operating  assets  and  liabilities  of $17.5
million  reflected  (1) a $9.9  million  reduction in accrued  compensation  and
related  benefits  principally  due to the annual payment of previously  accrued
incentive  compensation  and (2) an $8.3 million  reduction of Sybra's  accounts
payable  and  accrued  expenses,  other than  accrued  compensation  and related
benefits,  principally  to  satisfy a portion of Sybra's  net  negative  working
capital assumed as contemplated as part of the Sybra Acquisition.

     The  net  operating  investment  adjustments  of $6.8  million  principally
reflected  $6.1  million of net  purchases  of trading  securities  in excess of
sales.  The net non-cash charges of $4.1 million  consisted  principally of $3.8
million of depreciation and amortization.

     Excluding  the effect of any net  purchases  of trading  securities,  which
represent  the  discretionary  investment  of excess cash and  represented  $6.1
million of the $20.5  million of cash used in operating  activities  in the 2003
first  quarter,  we  expect  positive  cash  flows  from  continuing   operating
activities  during  the  remaining  nine  months  of  2003.  This  is due to our
expectation  that the annual  payment of incentive  compensation  impacting  the
$17.5  million  of cash used in the 2003 first  quarter by changes in  operating
assets and liabilities  discussed above should not recur during the remainder of
2003 and, to an extent, should reverse.  However, we continue to expect that our
continuing operating activities will require a net use of cash for the full year
2003  due to  the  $20.5  million  used  in the  2003  first  quarter  partially
reflecting  the funding of a portion of Sybra's  net  negative  working  capital
assumed in the Sybra Acquisition.

Working Capital and Capitalization

     Working capital, which equals current assets less current liabilities,  was
$505.6  million at March 30,  2003,  reflecting  a current  ratio,  which equals
current  assets  divided  by  current  liabilities,  of 4.3:1.  Working  capital
decreased $4.8 million from $510.4 million at December 29, 2002  principally due
to the reclassification of long-term debt to current.

     Our total capitalization at March 30, 2003 was $711.6 million consisting of
stockholders'  equity of $332.7  million and $378.9  million of long-term  debt,
including current portion. Our total capitalization  decreased $8.2 million from
$719.8  million at  December  29,  2002  principally  due to (1)  repayments  of
long-term  debt of $8.3  million  and (2)  our net  loss of $2.0  million,  both
partially offset by proceeds of $1.7 million from stock option exercises.

Securitization Notes and Sybra Long-Term Debt

     We have  outstanding,  through our  ownership  of Arby's  Franchise  Trust,
Securitization  Notes with a remaining principal balance of $249.8 million as of
March 30,  2003 which are due no later than  December  2020.  However,  based on
current  projections  and assuming the adequacy of available  funds,  as defined
under  the  indenture  for the  Securitization  Notes,  which we refer to as the
Indenture,  we currently  estimate that we will repay $15.7  million  during the
remaining nine months of 2003 with  increasing  annual payments to $37.4 million
in 2011 in accordance with a targeted principal payment schedule.

     We have  outstanding,  through our  ownership  of Sybra,  leasehold  notes,
equipment  notes and mortgage notes with total remaining  principal  balances of
$89.8  million  as of March 30,  2003.  The  leasehold  notes  have a  remaining
principal of $80.5 million and are  generally due in equal monthly  installments
including  interest  through  2021,  of which  $4.4  million  is due  during the
remaining nine months of 2003. The equipment notes have a remaining principal of
$6.0  million and are  generally  due in equal  monthly  installments  including
interest  through 2009,  of which $1.0 million is due during the remaining  nine
months of 2003.  The mortgage  notes have a remaining  principal of $3.3 million
and are generally due in equal monthly  installments  including interest through
2018, of which $0.1 million is due during the remaining nine months of 2003.

     The Indenture and the agreements for the leasehold notes and mortgage notes
contain various  covenants,  the most  restrictive of which (1) require periodic
financial  reporting,  (2) require meeting  certain debt service  coverage ratio
tests and (3) restrict, among other matters, (a) the incurrence of indebtedness,
(b) certain asset  dispositions  and (c) the payment of  distributions by Arby's
Franchise Trust and Sybra.  Arby's  Franchise Trust and Sybra were in compliance
with all of these covenants as of March 30, 2003.

     As of March 30, 2003,  Arby's Franchise Trust had no amounts  available for
the payment of distributions.  However, on April 21, 2003, $1.5 million relating
to cash flows for the  calendar  month of March 2003  became  available  for the
payment of  distributions by Arby's Franchise Trust through its parent to Arby's
which, in turn,  would be available to Arby's to pay management  service fees or
Federal  income tax sharing  payables to Triarc or, to the extent of any excess,
make  distributions to Triarc.  Sybra is not permitted to pay any  distributions
prior to December 27, 2004.

Other Long-Term Debt

     We have a secured bank term loan payable  through 2008 with an  outstanding
principal amount of $17.5 million as of March 30, 2003, of which $2.4 million is
due during the  remaining  nine  months of 2003.  We also have an 8.95%  secured
promissory  note payable  through 2006 with an outstanding  principal  amount of
$12.9  million as of March 30,  2003,  of which  $1.5  million is due during the
remaining nine months of 2003.

     Our total  scheduled  long-term debt  repayments  during the remaining nine
months of 2003 are $25.7  million  consisting  principally  of the $15.7 million
expected to be paid under the  Securitization  Notes, $5.5 million under Sybra's
leasehold,  equipment  and mortgage  notes,  $2.4 million under the secured bank
term loan and $1.5 million under the 8.95% secured promissory note. In addition,
in May 2003 we prepaid $3.2 million of capitalized  lease  obligations  which is
included in current portion of long-term debt as of March 30, 2003.





Guarantees and Commitments

     Our wholly-owned subsidiary,  National Propane Corporation,  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, it 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 March 30, 2003,
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 March 30, 2003.  We believe it is unlikely  that we will be
called upon to make any payments under this indemnity.  In August 2001, 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, which would amount to $42.4 million as of March 30, 2003, associated with
our July 1999 sale of the  propane  business if National  Propane  required  the
repurchase.  In the event the  interest  is not  repurchased  prior to 2009,  we
estimate  our  actual  related  taxes  payable  to be $3.0  million  during  the
remaining  nine  months of 2003  with  further  payments  in 2004  through  2008
reducing the taxes payable in 2009 to approximately $36.0 million.

     Triarc  guarantees  mortgage and equipment  notes  payable  through 2015 of
approximately $41.0 million as of March 30, 2003 related to 355 restaurants sold
by us in 1997. The purchaser of the restaurants also assumed  substantially  all
of the associated  lease  obligations  which extend through 2031,  including all
then existing  extension or renewal  option  periods,  although  Arby's  remains
contingently  liable if the  purchaser  does not make the required  future lease
payments.  Those lease obligations total approximately $64.0 million as of March
30, 2003,  assuming the purchaser has made all scheduled  payments  through that
date under those lease obligations.

     We guarantee up to $6.7 million of senior notes that mature in January 2007
issued by Encore to a major financial  institution.  The  outstanding  principal
amount of these notes was $7.2 million as of March 30, 2003.  Our guarantee will
be reduced by (1) any  repayments  of these senior  notes,  (2) any purchases of
these  senior  notes by us and (3) the amount of certain  investment  banking or
financial advisory services fees paid to the financial institution by us, Encore
or another significant stockholder of Encore or any of their affiliates. Some of
our present and former  officers,  including  entities  controlled by them,  who
collectively  owned  15.7% of  Encore  at the time of  Encore's  initial  public
offering  in July  1999,  are not  parties  to this  note  guarantee  and  could
indirectly benefit from it.

     In addition to the note  guarantee,  we and other  stockholders  of Encore,
including our present and former officers  referred to above who had invested in
Encore prior to its initial public  offering,  on a joint and several basis, had
entered  into  guarantees  and/or  related  agreements  to guarantee up to $15.0
million of revolving credit borrowings of a subsidiary of Encore. As of Encore's
first  quarter  ended March 31,  2003,  Encore had $1.9  million of  outstanding
revolving credit  borrowings.  The $15.0 million  revolving credit line had been
scheduled  to expire in April 2003.  In April 2003,  the  maturity  date for any
outstanding borrowings was extended until April 15, 2004, but the maximum amount
available  was reduced  from $15.0  million to $5.0  million.  This  effectively
reduced the  guarantees to $5.0 million,  of which we would be  responsible  for
approximately  $0.6 million  assuming the full $5.0 million was borrowed and all
of the parties,  besides us, to the guarantees and the related  agreements fully
perform  thereunder.  In  connection  therewith,  at March 30, 2003 we had $15.0
million  in  an  interest-bearing   bank  custodial  account  at  the  financial
institution  providing  the  revolving  credit line which was subject to set off
under  certain  circumstances  if the  parties  to the  guarantees  and  related
agreements  failed to perform  their  obligations  thereunder.  These funds were
subsequently  withdrawn  following  the April 2003  extension  of the  revolving
credit line.

Capital Expenditures

     Cash capital  expenditures  amounted to $0.7 million  during the 2003 first
quarter.  We expect that cash capital  expenditures  will be approximately  $3.0
million for the  remaining  nine  months of 2003,  principally  for  maintenance
capital  expenditures for company-owned  restaurants,  for which there were $0.1
million of outstanding commitments as of March 30, 2003.

Acquisitions and Investments

     As of March 30, 2003, we have $641.1 million of cash, cash  equivalents and
investments,  including  $30.6 million of investments  classified as non-current
and net of  $14.4  million  of  securities  sold  with an  obligation  for us to
purchase   included  in  "Accrued   expenses"  in  our  accompanying   condensed
consolidated  balance  sheet.  We also had  $32.5  million  of  restricted  cash
equivalents  including  $30.5 million held in a reserve  account  related to the
Securitization  Notes. The cash equivalents and non-current  investments include
$22.6  million of  investments,  at cost,  in the Trusts  designated  to satisfy
deferred compensation.  We continue to evaluate strategic  opportunities for the
use  of  our  significant  cash  and  investment  position,  including  business
acquisitions,   repurchases  of  Triarc  common  shares  (see  "Treasury   Stock
Purchases" below) and investments.

Income Taxes

     Our Federal  income tax returns for years  subsequent to 1993 have not been
examined by the Internal  Revenue Service.  However,  should any income taxes or
interest  be assessed  as the result of any  Federal or state  examinations  for
periods  through  the  October  25,  2000  date of sale of our  former  beverage
businesses,  the purchaser has agreed to pay up to $5.0 million of any resulting
income taxes or  associated  interest  relating to the  operations of the former
beverage businesses.

Treasury Stock Purchases

     Our  management  is  currently  authorized,  when and if market  conditions
warrant and to the extent legally permissible, to repurchase up to $50.0 million
of our class A common stock through  January 18, 2004. We did not repurchase any
shares  during  the 2003  first  quarter  and we cannot  assure you that we will
repurchase any shares under this program.

Discontinued Operations

     The agreement  relating to the October 25, 2000 sale of our former beverage
businesses  provides for a  post-closing  adjustment,  the amount of which is in
dispute. The purchaser has stated that it currently believes that it is entitled
to receive from us a  post-closing  adjustment of $23.2 million plus interest at
7.19% from  October 25,  2000 while we, on the other  hand,  have stated that we
currently  believe  that  no  post-closing  adjustment  is  required.  We are in
arbitration  with the  purchaser  to  determine  the amount of the  post-closing
adjustment,  if any. We currently expect the arbitration process to be completed
no later than December 29, 2003.

Cash Requirements

     As of March 30, 2003, our  consolidated  cash  requirements  for continuing
operations  for the remaining  nine months of 2003,  exclusive of operating cash
flow  requirements,  consist  principally  of (1) a maximum of $50.0  million of
payments for  repurchases  of our class A common  stock for  treasury  under our
current stock repurchase  program,  (2) scheduled debt principal  repayments and
capitalized   lease   prepayments   aggregating   $28.9  million,   (3)  capital
expenditures  of  approximately  $3.0  million  and  (4) the  cost  of  business
acquisitions,   if  any.  Our  consolidated   cash   requirements   relating  to
discontinued  operations  for  2003  consist  principally  of  the  post-closing
adjustment,  if any,  of up to $23.2  million  related to the sale of our former
beverage  businesses,  excluding related accrued interest which will be included
in operating cash flows. We anticipate meeting all of these requirements through
(1)  the  use  of our  aggregate  $610.5  million  of  existing  cash  and  cash
equivalents  and  short-term  investments,  net of $14.4  million of  short-term
investments  sold with an obligation  for us to purchase and (2) cash flows from
continuing operating activities.

Legal and Environmental Matters

     In 2001, a vacant  property  owned by Adams Packing  Association,  Inc., 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  provides
for development of a work plan for further investigation of the site and limited
remediation  of the identified  contamination.  Subsequent to March 30, 2003 the
Florida DEP approved the work plan  submitted by Adams  Packing's  environmental
consultant  and work is expected to begin at the site in the near future.  Based
on a preliminary cost estimate of  approximately  $1.0 million for completion of
the work plan developed by Adams Packing's environmental  consultant,  and after
taking into  consideration  various legal  defenses  available to us,  including
Adams Packing,  Adams Packing has provided for its estimate of its liability for
this matter, including related legal and consulting fees.

     In October 1998,  various class action lawsuits were filed on behalf of our
stockholders.  Each of these actions names us, the Executives and members of our
board of directors as defendants. On March 26, 1999, certain plaintiffs in these
actions filed an amended complaint which alleges that our tender offer statement
filed with the Securities and Exchange  Commission in 1999, pursuant to which we
repurchased  3,805,015  shares of our class A common stock for $18.25 per share,
was materially false and misleading.  The amended  complaint seeks,  among other
items,  damages in an unspecified amount. In October 2000, the plaintiffs agreed
to stay this action pending  determination of a similar stockholder action which
was  subsequently  dismissed in October  2002 and is no longer  being  appealed.
Through  March 30, 2003,  no further  action has occurred  with respect to these
class action lawsuits.

     In addition to the environmental  matter and stockholder  lawsuit described
above,  we are  involved  in  other  litigation  and  claims  incidental  to our
business.  We and  our  subsidiaries  have  reserves  for all of our  legal  and
environmental  matters  aggregating $2.6 million as of March 30, 2003.  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
consolidated financial position or results of operations.

Seasonality

     Our continuing  operations are not  significantly  impacted by seasonality.
However, our restaurant revenues are somewhat lower in our first quarter.

Recently Issued Accounting Pronouncements

     In  January  2003,  the  Financial   Accounting   Standards   Board  issued
Interpretation  No.  46  "Consolidation  of  Variable  Interest   Entities,"  an
interpretation of Accounting Research Bulletin No. 51,  "Consolidated  Financial
Statements."  Variable  interest  entities,  which were formerly  referred to as
special  purpose  entities,  are generally  entities that either (1) have equity
investors that do not provide significant  financial resources for the entity to
sustain its activities or (2) have equity investors without voting rights. Under
Interpretation  No. 46 variable  interest  entities must be  consolidated by the
primary beneficiary.  The primary beneficiary is generally defined as having the
majority  of the  risks and  rewards  of  ownership  arising  from the  variable
interest entity.  Interpretation  No. 46 also requires certain  disclosures if a
significant,  but not majority, variable interest is held. Interpretation No. 46
already  applies for variable  interests in entities  created or obtained  after
January 31, 2003 and in the first fiscal  period  beginning  after June 15, 2003
for variable interests in entities acquired before February 1, 2003. Since we do
not presently have interests in any variable interest entities,  the application
of Interpretation  No. 46 will not have any immediate effect on our consolidated
financial position or results of operations.

     In April 2003, the Financial Accounting Standards Board issued Statement of
Financial   Accounting  Standards  No.  149,  "Amendment  of  Statement  133  on
Derivative  Instruments  and  Hedging  Activities."  Statement  149  amends  and
clarifies  accounting for derivative  instruments,  including  certain  embedded
derivative  instruments,  and for hedging  activities  under  Statement 133. The
provisions of Statement 149 are generally  effective for contracts  entered into
or modified  after June 30, 2003.  Due to the recent release of Statement 149 we
have yet to determine the impact,  if any, it will have on us. However,  we have
historically  not had  transactions to which hedge  accounting  applied and have
only a few  derivative  instruments.  Since  the  provisions  of  Statement  149
generally are to be applied prospectively, we do not expect that the adoption of
Statement  149 will  have any  immediate  effect on our  consolidated  financial
position or results of operations.



Item 3.  Quantitative and Qualitative Disclosures about Market Risk

     This "Quantitative and Qualitative Disclosures about Market Risk" 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  29,  2002.  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
and our "Foreign Currency Risk," both as referred to below.

     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 1."

     We are  exposed  to the impact of  interest  rate  changes,  changes in the
market  value of our  investments  and,  to a lesser  extent,  foreign  currency
fluctuations.

     Policies  and  procedures  - In the normal  course of  business,  we employ
established  policies  and  procedures  to manage  our  exposure  to  changes in
interest rates,  changes in the market value of our investments and fluctuations
in  the  value  of  foreign  currencies  using  financial  instruments  we  deem
appropriate.

Interest Rate Risk

     Our objective in managing our exposure to interest rate changes is to limit
the impact of interest rate changes on earnings and cash flows. We generally use
interest  rate  caps 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. We did not enter into
any new interest rate caps or swaps during the 2003 first  quarter.  As of March
30, 2003, our long-term  debt,  including  current  portion,  aggregated  $378.9
million and  consisted of $361.4  million of  fixed-rate  debt,  including  $5.6
million of capitalized  leases,  and $17.5 million of a variable-rate bank loan.
The fair market value of our  fixed-rate  debt will  increase if interest  rates
decrease.  In addition to our fixed-rate and variable-rate  debt, our investment
portfolio  includes debt  securities that are subject to interest rate risk with
maturities  which range from less than ninety days to nearly thirty  years.  The
fair market value of all of our  investments in debt  securities will decline if
interest rates increase.

Equity Market Risk

     Our  objective  in managing  our exposure to changes in the market value of
our  investments  is to balance  the risk of the impact of these  changes on our
earnings and cash flows with our expectations for long-term  investment returns.
Our primary  exposure to equity price risk relates to our  investments in equity
securities,  equity  derivatives,  securities  sold with an obligation for us to
purchase and investment limited partnerships and similar investment entities. We
have  established  policies  and  procedures  governing  the type  and  relative
magnitude of investments we may make. We have a management  investment committee
which supervises the investment of certain funds not currently  required for our
operations  and our  board  of  directors  has  established  certain  investment
policies to be followed with respect to the investment of funds.

Foreign Currency Risk

     We had no  significant  changes in our  management  of, or our exposure to,
foreign currency fluctuations during the 2003 first quarter.

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 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 continue to evaluate  whether to
adjust our asset  allocations to increase the portion of our  investments  which
offer the opportunity for higher, but more risk-inherent,  returns and lower the
portion of our risk-minimized  investments.  We periodically  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.

     We maintain  investment  portfolio  holdings of various issuers,  types and
maturities.  As of March 30, 2003 these  investments  consisted of the following
(in thousands):

      Cash equivalents included in "Cash and cash equivalents" on
        on accompanying condensed consolidated balance sheet.........$  463,247
      Short-term investments.........................................   157,429
                                                                     ----------
         Total cash equivalents and short-term investments...........   620,676
      Restricted cash equivalents....................................    32,470
      Non-current investments........................................    30,610
                                                                     ----------
                                                                     $  683,756
                                                                     ==========

     Our  cash  equivalents  are  short-term,  highly  liquid  investments  with
maturities of three months or less when acquired and  consisted  principally  of
money market mutual funds,  interest-bearing  brokerage and bank accounts with a
stable  value  and  commercial  paper  of  high  credit-quality   entities.  Our
short-term  investments  included $62.5 million of United States  government and
government  agency debt securities with maturities  ranging from thirteen months
to two years when acquired. The $62.5 million together with our cash equivalents
were highly liquid  investments that combined  constituted 85% of our total cash
equivalents and short-term investments shown above.

      At March 30, 2003 our investments are classified in the following general
types or categories (in thousands):



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

                                                                                          
      Cash equivalents (a)............................$   463,247     $   463,247    $  463,247        68%
      Restricted cash equivalents.....................     32,470          32,470        32,470         5%
      Securities accounted for as:
           Trading securities.........................     21,486          19,446        19,446         3%
           Available-for-sale securities..............    120,727         121,066       121,066        18%
      Non-current investments held in deferred
        compensation trusts accounted for at cost.....     18,171          21,540        18,171         2%
      Other current and non-current investments in
        investment limited partnerships and similar
        investment entities accounted for at cost.....     23,213          37,546        23,213         3%
      Other non-current investments accounted for at:
           Cost.......................................      4,891           6,972         4,891         1%
           Equity.....................................        895             857         1,252        --
                                                      -----------     -----------    ----------      ------
      Total cash equivalents and long investment
        positions.....................................$   685,100     $   703,144    $  683,756       100%
                                                      ===========     ===========    ==========      ======
      Securities sold with an obligation for us to
        purchase accounted for as trading securities..$   (14,326)    $   (14,417)   $  (14,417)     N/A
                                                      ===========     ===========    ==========


     (a)  Includes $4,459,000 of cash equivalents held in deferred  compensation
          trusts.
     (b)  There can be no  assurance  that we would be able to sell  certain  of
          these investments at these amounts.

     Our  marketable  securities  are  classified  and  accounted  for either as
"available-for-sale" or "trading" and are reported at fair market value with the
resulting net unrealized holding gains or losses, net of income taxes,  reported
as a separate  component of comprehensive loss bypassing net loss or included as
a component  of net loss,  respectively.  Investment  limited  partnerships  and
similar investment entities and other non-current investments in which we do not
have  significant  influence  over the investee are  accounted  for at cost (see
below). Realized gains and losses on investment limited partnerships and similar
investment  entities  and other  non-current  investments  recorded  at cost are
reported as investment  income or loss in the period in which the securities are
sold. Other non-current  investments in which we have significant influence over
the  investee  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 each of the investees.  We review all of our  investments in which we
have  unrealized  losses  for any  unrealized  losses  we deem to be other  than
temporary.  We recognize an investment  loss  currently for any resulting  other
than  temporary loss with a permanent  reduction in the cost basis  component of
the investment.  The cost of investments reflected in the table above represents
original  cost  less  unrealized  losses  that  were  deemed  to be  other  than
temporary.

Sensitivity Analysis

     For purposes of this  disclosure,  market risk  sensitive  instruments  are
divided into two categories:  instruments  entered into for trading purposes and
instruments entered into for purposes other than trading.  Our measure of market
risk exposure  represents  an estimate of the potential  change in fair value of
our financial  instruments.  Market risk exposure is presented for each class of
financial  instruments  held by us at  March  30,  2003 for  which an  immediate
adverse  market  movement  causes a potential  material  impact on our financial
position or results of  operations.  We believe that the rates of 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.

     The following  tables reflect the estimated  effects on the market value of
our  financial  instruments  as of March 30, 2003 based upon  assumed  immediate
adverse effects as noted below (in thousands):


Trading Purposes:


                                                                                    Carrying           Equity
                                                                                      Value          Price Risk
                                                                                      -----          ----------
                                                                                              
      Equity securities............................................................$  19,446        $  (1,945)
      Securities sold with an obligation to purchase...............................  (14,417)           1,442



     The sensitivity analysis of financial instruments held for trading purposes
assumes an  instantaneous  10%  decrease  in the equity  markets in which we are
invested  from  their  levels at March 30,  2003 with all other  variables  held
constant.  The securities  included in the trading  portfolio do not include any
investments  denominated  in  foreign  currency  and,  accordingly,  there is no
foreign currency risk.

Other Than Trading Purposes:


                                                          Carrying     Interest      Equity           Foreign
                                                            Value      Rate Risk   Price Risk      Currency Risk
                                                            -----      ---------   ----------      -------------
                                                                                        
    Cash equivalents....................................$  463,247    $      (27)   $      --       $       --
    Restricted cash equivalents.........................    32,470            --           --               --
    Available-for-sale United States government
       and government agency debt securities............    62,523          (261)          --               --
    Available-for-sale corporate debt securities........     8,730           (20)          --             (174)
    Available-for-sale asset-backed securities..........    23,602        (2,203)          --               --
    Available-for-sale equity securities................    17,814            --       (1,781)              --
    Available-for-sale debt mutual fund.................     8,397          (126)          --               --
    Other investments...................................    47,527        (1,257)      (2,844)             (76)
    Long-term debt, excluding capitalized lease
       obligations......................................   373,366       (16,247)          --               --
    Interest rate swap agreement in a payable position..     1,174          (410)          --               --



     The sensitivity  analysis of financial  instruments  held at March 30, 2003
for purposes other than trading  assumes (1) an  instantaneous  change in market
interest rates of one percentage point, (2) an instantaneous 10% decrease in the
equity markets in which we are invested and (3) an instantaneous 10% decrease in
the foreign currency  exchange rates versus the United States dollar,  each from
their levels at March 30, 2003 and with all other  variables held constant.  The
sensitivity  analysis also assumes that the decreases in the equity  markets and
foreign exchange rates are other than temporary.  For purposes of this analysis,
our debt  investments were assumed to have average  remaining  maturities as set
forth below.  Our cash  equivalents  consisted of $441.0 million of money market
funds and  interest-bearing  brokerage and bank  accounts  which are designed to
maintain a stable value and, as a result,  were assumed to have no interest rate
risk and $22.2  million of commercial  paper with  maturities of three months or
less when acquired which were assumed to have an average  remaining  maturity of
45 days. Our restricted cash equivalents were invested in money market funds and
are  assumed to have no interest  rate risk since  those  funds are  designed to
maintain a stable value. Our United States government and government agency debt
securities consisted of several securities with maturities ranging from thirteen
months to two years when acquired and had an average remaining  maturity of five
months. Our corporate debt securities  consisted of short-term  commercial paper
and foreign corporate  convertible debt and had an average remaining maturity of
85 days. Our asset-backed  securities had expected  maturities  ranging from two
years to thirty  years when  acquired and had an average  remaining  maturity of
nine and one-third years.  Our debt mutual fund had underlying  investments with
an average duration of one and one-half years and,  accordingly,  was assumed to
have  an  average  remaining  maturity  of one and  one-half  years.  Our  other
investments,  principally investment limited partnerships and similar investment
entities,  included debt  securities  for which we assumed an average  remaining
maturity of ten years.  The interest rate risk reflects,  for each of these debt
investments,  the  impact  on our  results  of  operations.  At the  time  these
securities mature and, assuming we reinvest in similar securities, the effect of
the interest rate risk of one  percentage  point above their levels at March 30,
2003 would continue beyond the maturities assumed.

     The  interest  rate risk  presented  with  respect to our  long-term  debt,
excluding capitalized lease obligations, relates only to our fixed-rate debt and
represents  the potential  impact the indicated  change has on the fair value of
this debt and not on our financial  position or our results of  operations.  The
fair value of our  variable-rate  debt approximates the carrying value since the
floating  interest rate resets monthly.  However,  we have an interest rate swap
agreement but with an embedded written call option on our variable-rate debt. As
interest  rates  decrease,  the fair  market  values of the  interest  rate swap
agreement and the written call option both decrease,  but not necessarily by the
same amount.  The interest rate risk presented with respect to the interest rate
swap agreement  represents the potential  impact the indicated change has on the
net fair value of the swap agreement and embedded written call option and on our
financial position and results of operations.

     For investments in investment  limited  partnerships and similar investment
entities accounted for at cost and other non-current  investments which trade in
public markets or are convertible  into securities which trade in public markets
included in "Other  investments" in the table above,  the  sensitivity  analysis
assumes the investment mix for each such  investment  between equity versus debt
securities  and  securities  denominated in United States dollars versus foreign
currencies  generally was unchanged  since  December 29, 2002 since more current
information was not 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 and no
interest  rate risk.  Further,  this  analysis  assumed no market risk for other
investments,  other than investment limited  partnerships and similar investment
entities and other non-current investments which trade in public equity markets.
The  foreign  currency  risk  presented  excludes  those  investments  where the
investment manager has fully hedged the risk.






                     TRIARC COMPANIES, INC. AND SUBSIDIARIES

Item 4.  Controls and Procedures

     Our management,  including our Chairman and Chief Executive Officer and our
Chief Financial Officer,  evaluated the effectiveness of our disclosure controls
and procedures within 90 days prior to the filing date of this quarterly report.
Based upon that evaluation,  our Chairman and Chief Executive  Officer and Chief
Financial  Officer  concluded  that our  disclosure  controls and procedures are
effective to ensure that  information  required to be included in the reports we
file or submit under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported as and when required.  No significant  changes were made
to our internal  controls or in other  factors that could  significantly  affect
these controls subsequent to the date of their evaluation.





Part II. OTHER INFORMATION

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND PROJECTIONS

     This Quarterly  Report on Form 10-Q contains or  incorporates  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,"  "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   which  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.  These   forward-looking
statements are based on our current  expectations,  speak only as of the date of
this Form 10-Q 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
such forward-looking  statements.  For those 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 the  forward-looking
statements  contained herein. Such factors include,  but are not limited to, the
following:

o        Competition, including pricing pressures, the potential impact of
         competitors' new units on sales by Arby's(R) restaurants and
         consumers' perceptions of the relative quality, variety and value
         of the food products offered;

o        Success of operating initiatives;

o        Development and operating costs;

o        Advertising and promotional efforts;

o        Brand awareness;

o        The existence or absence of positive or adverse publicity;

o        Market acceptance of new product offerings;

o        New product and concept development by competitors;

o        Changing trends in consumer tastes and preferences (including
         changes resulting from health or safety concerns with respect to
         the consumption of beef, french fries or other foods or the
         effects of food-borne illnesses) and in spending and demographic
         patterns;

o        The business and financial viability of key franchisees;

o        Availability, location and terms of sites for restaurant development by
         the Company and its franchisees;

o        The ability of 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        Anticipated and unanticipated restaurant closures by the Company and
         its franchisees;

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

o        Changes in business strategy or development plans;

o        Quality of the Company's and franchisees' management;

o        Availability, terms and deployment of capital;

o        Business abilities and judgment of the Company's and franchisees'
         personnel;

o        Availability of qualified personnel to the Company and to franchisees;

o        Labor and employee benefit costs;

o        Availability and cost of energy, raw materials, ingredients and
         supplies;

o        The potential impact that interruptions in the distribution of
         supplies of food and other products to Arby's restaurants could
         have on sales at Company-owned restaurants and the royalties that
         the Company receives from franchisees;

o        Availability and cost of workers' compensation and general liability
         premiums and claims experience;

o        Changes in national, regional and local economic, business or
         political conditions in the countries and other territories in
         which the Company and its franchisees operate;

o        Changes in government regulations, including franchising laws,
         accounting standards, environmental laws, minimum wage rates and
         taxation requirements;

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

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

o        Adverse weather conditions; and

o        Other risks and uncertainties referred to in Triarc's Annual
         Report on Form 10-K for the fiscal year ended December 29, 2002
         (see especially "Item 1. Business - 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 of which
         are difficult or impossible to predict accurately and many of
         which are beyond our control.

     We will not undertake and  specifically  decline any obligation to publicly
release  the result of any  revisions  which may be made to any  forward-looking
statements to reflect events or circumstances  after the date of such statements
or to  reflect  the  occurrence  of  anticipated  or  unanticipated  events.  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 1.  Legal Proceedings

     As  discussed  in our Annual  Report on Form 10-K for the fiscal year ended
December  29, 2002 (the "Form  10-K"),  in 2001 a vacant  property  owned by our
indirect  subsidiary,  Adams Packing  Association,  Inc., was listed by the U.S.
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 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
("FDEP")  agreed to a consent order that provides 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
Packing's environmental  consultant and work is expected to begin at the site in
the near future.  Based on a  preliminary  cost estimate of  approximately  $1.0
million  for  completion  of  the  work  plan,   developed  by  Adams  Packing's
environmental consultant,  and Adams Packing's current reserve levels, and after
taking into  consideration  various legal defenses  available to us and/or Adams
Packing,  the cost of further  investigation  and remediation at the site is not
expected  to  have a  material  adverse  effect  on our  consolidated  financial
position or results of operations.

Item 5.  Other Events

      Stock Repurchase Program
      ------------------------

     On January 18, 2001,  our  management  was  authorized,  when and if market
conditions warrant, and to the extent legally permissible, to purchase from time
to time up to an aggregate  of $50 million of our Class A Common Stock  pursuant
to a $50 million stock  repurchase  program that was scheduled to end on January
18, 2003. In January 2003, the term of the stock repurchase program was extended
until  January  18,  2004 and the amount  available  under the stock  repurchase
program  was  replenished  to permit the  Company to  repurchase  a total of $50
million  worth of our  Class A Common  Stock on or after  January  18,  2003 (in
addition to the $10.5 million  previously  spent under the program).  Triarc has
not  repurchased  any  shares  of Class A Common  Stock  pursuant  to the  stock
repurchase  program  since  January 18, 2003.  We cannot assure you that we will
repurchase any additional shares pursuant to this stock repurchase program.

Item 6.  Exhibits and Reports on Form 8-K

(b)  Report on Form 8-K

      The Registrant furnished a report on Form 8-K on March 27, 2003, which
included information under Item 9 of such form.

      The Registrant filed a report on Form 8-K on March 27, 2003, which
included information under Item 7 of such form.

      The Registrant furnished a report on Form 8-K on February 18, 2003, which
included information under Item 9 of such form.

      The Registrant filed a report on Form 8-K on January 21, 2003, which
included information under Item 7 of such form.





                                   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:  May 12, 2003                     By:  /S/  FRANCIS T. MCCARRON
                                        -----------------------------------
                                        Francis T. McCarron
                                        Senior Vice President and
                                        Chief Financial Officer
                                        (On behalf of the Company)


Date:  May 12, 2003                     By:  /S/  FRED H. SCHAEFER
                                        -----------------------------------
                                        Fred H. Schaefer
                                        Senior Vice President and
                                        Chief Accounting Officer
                                        (Principal Accounting Officer)





                                 CERTIFICATIONS

     I,  Nelson  Peltz,  the  Chairman  and 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 quarterly 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 quarterly
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  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 quarterly report;

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

          a) designed  such  disclosure  controls and  procedures 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  quarterly  report is being
     prepared;

          b) evaluated the effectiveness of the registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of this
     quarterly report (the "Evaluation Date"); and

          c)  presented  in this  quarterly  report  our  conclusions  about the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent function):

          a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

          b) any fraud,  whether or not material,  that  involves  management or
     other employees who have a significant  role in the  registrant's  internal
     controls; and

     6. The registrant's other certifying  officers and I have indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:  May 12, 2003
                                            /S/ NELSON PELTZ
                                ------------------------------------
                                            Nelson Peltz
                                Chairman and Chief Executive Officer





                                 CERTIFICATIONS

     I,  Francis T.  McCarron,  the Senior 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 quarterly 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 quarterly
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  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 quarterly report;

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

          a) designed  such  disclosure  controls and  procedures 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  quarterly  report is being
     prepared;

          b) evaluated the effectiveness of the registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of this
     quarterly report (the "Evaluation Date"); and

          c)  presented  in this  quarterly  report  our  conclusions  about the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent function):

          a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

          b) any fraud,  whether or not material,  that  involves  management or
     other employees who have a significant  role in the  registrant's  internal
     controls; and

     6. The registrant's other certifying  officers and I have indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:  May 12, 2003
                                            /S/ FRANCIS T. MCCARRON
                                     ------------------------------------
                                            Francis T. McCarron
                                         Senior Vice President and
                                          Chief Financial Officer





                                  Exhibit Index

Exhibit
  No.                         Description                        Page No.
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