30697--4/3/2006--TRIARC_COMPANIES

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{loan, real, estate}

{financial, litigation, operation}

{cost, regulation, environmental}

{investment, property, distribution}

{condition, economic, financial}

{acquisition, growth, future}

{loss, insurance, financial}

{cost, operation, labor}

{operation, natural, condition}

{regulation, change, law}

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{provision, law, control}

{personnel, key, retain}

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{product, market, service}

{stock, price, operating}

A substantial amount of our shares of Class A Common Stock and Class B Common Stock is concentrated in the hands of certain stockholders. Our success depends substantially upon the continued retention of certain key personnel. We have broad discretion in the use of our significant cash, cash equivalents and investments. Acquisitions have been a key element of our business strategy, but we cannot assure you that we will be able to identify appropriate acquisition targets in the future and that we will be able to successfully integrate any future acquisitions into our existing operations. We cannot assure you that our proposed corporate restructuring will be successfully implemented. Our investment of excess funds may be subject to risk, particularly due to use of leverage and the riskiness of underlying assets. We may be required to take or not take certain actions, such as foregoing investment opportunities, so as not to be deemed an investment company under the Investment Company Act of 1940, as amended. In the future, we may have to take actions that we would not otherwise take so as not to be subject to tax as a personal holding company. Our certificate of incorporation contains certain anti-takeover provisions and permits our board of directors to issue preferred stock and additional series of Class B Common Stock without stockholder approval. Our restaurant business is significantly dependent on new restaurant openings, which may be interrupted by factors beyond our control. Arby s franchisees could take actions that could harm our business. ARG s success depends on Arby s franchisees participation in ARG s strategy. ARG s financial results are affected by the financial results of Arby s franchisees. ARG may be unable to manage effectively its strategy of acquiring and disposing of Arby s restaurants, which could adversely affect ARG s business and financial results. ARG does not exercise ultimate control over advertising and purchasing for the Arby s restaurant system, which could hurt sales and the Arby s brand. Shortages or interruptions in the supply or delivery of perishable food products could damage the Arby s brand reputation and adversely affect ARG s operating results. Additional instances of mad cow disease or other food-borne illnesses, such as bird flu, could adversely affect the price and availability of beef, poultry or other meats and create negative publicity, which could result in a decline in sales. Changes in consumer tastes and preferences and in discretionary consumer spending could result in a decline in sales at company-owned restaurants and in the royalties that ARG receives from franchisees. Changes in food and supply costs could harm ARG s results of operations. Competition from other restaurant companies could hurt ARG. Current Arby s restaurant locations may become unattractive, and attractive new locations may not be available for a reasonable price, if at all. ARG s business could be hurt by increased labor costs or labor shortages. ARG s leasing and ownership of significant amounts of real estate exposes it to possible liabilities and losses, including liabilities associated with environmental matters. Complaints or litigation may hurt ARG. ARG s current insurance may not provide adequate levels of coverage against claims it may file. Changes in governmental regulation may hurt ARG s ability to open new restaurants or otherwise hurt ARG s existing and future operations and results. ARG s operations could be influenced by weather conditions. ARG and its subsidiaries are subject to various restrictions, and substantially all of their assets are pledged, under a credit agreement. DCM may lose client assets, and thus fee revenue, for various reasons. Poor investment performance could lead to a loss of clients and a decline in DCM s revenues. DCM derives a substantial portion of its revenues from contracts that may be terminated on short notice. DCM could lose client assets as the result of the loss of key DCM personnel. DCM may need to offer new investment strategies and products in order to continue to generate revenue. Changes in the fixed income markets could adversely affect DCM. The narrowing of CDO spreads could make it difficult for DCM to launch new CDOs. DCM could lose client assets as the result of adverse publicity. DCM could incur losses due to trading errors. DCM could lose management fee income from its CDOs because of payment defaults by issuers of collateral held by the CDOs or the triggering of certain structural protections built into CDOs. DCM may be unable to increase its assets under management in certain of its investment vehicles, or it may have to reduce such assets, because of capacity constraints. The fixed income investment management market is highly competitive and DCM may lose client assets due to competition from other asset managers who have greater resources than DCM does or who are able to offer services and products at more competitive prices. Changes in laws, regulations or government policies affecting DCM s businesses could limit its revenues, increase its costs of doing business and materially and adversely affect its business. We may not be able to adequately protect our intellectual property, which could harm the value of our brands and hurt our business. One of our subsidiaries remains contingently liable with respect to certain obligations relating to a business that we have sold. Changes in governmental regulation may adversely affect our existing and future operations and results.

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30697--4/3/2006--TRIARC_COMPANIES_INC