-------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K
                                   (MARK ONE)

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

                   FOR THE FISCAL YEAR ENDED JANUARY 2, 2000.

                                       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 333-78625-11

                            ------------------------

                       TRIARC CONSUMER PRODUCTS GROUP, LLC

             (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)

       Registrant's Telephone Number, Including Area Code: (212) 451-3000

                            ------------------------
           Securities Registered Pursuant to Section 12(b) of the Act:

                              Name Of Each Exchange
                     Title Of Each Class On Which Registered

                    -------------------- -------------------
                                      None

           Securities Registered Pursuant to Section 12(g) of the Act:

                                      None

         Indicate  by check  mark  whether  the  registrant:  (1) has  filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

Yes [x] No [ ]

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [x]

         All of the  membership  interests  in the  registrant  are  held by the
registrant's parent, Triarc Companies, Inc.

         The registrant meets the conditions set forth in General  Instruction I
(1) (a) and (b) of Form  10-K  and is  therefore  filing  this  report  with the
reduced disclosure format.


<PAGE>


                                     PART I

        SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND PROJECTIONS

     Certain statements in this Annual Report on Form 10-K, including statements
under "Item 1.  Business" and "Item 7.  Management's  Discussion and Analysis of
Financial  Condition and Results of Operations,"  that are not historical facts,
including most importantly,  those statements  preceded by, followed by, or that
include the words "may," "believes,"  "expects,"  "anticipates," or the negation
thereof, or similar expressions,  constitute "forward-looking statements" within
the meaning of the Private  Securities  Litigation Reform Act of 1995. For those
statements,  we claim the  protection  of the  safe-harbor  for  forward-looking
statements  contained in the Reform Act.  These  forward-looking  statements are
based  on  our   expectations   and  are  susceptible  to  a  number  of  risks,
uncertainties  and  other  factors,  and our  actual  results,  performance  and
achievements  may differ  materially  from any future  results,  performance  or
achievements  expressed  or implied  by such  forward-looking  statements.  Such
factors  include  the  following:  competition,  including  product  and pricing
pressures;  success of operating initiatives;  the ability to attract and retain
customers; development and operating costs; advertising and promotional efforts;
brand  awareness;  the  existence  or  absence  of  adverse  publicity;   market
acceptance  of new product  offerings;  new product and concept  development  by
competitors;  changing trends in customer tastes and demographic  patterns;  the
success  of  multi-branding;  availability,  location  and  terms of  sites  for
restaurant  development by  franchisees;  the ability of franchisees to open new
restaurants  in accordance  with their  development  commitments,  including the
ability of franchisees to finance  restaurant  development;  the  performance by
material customers of their obligations under their purchase agreements; changes
in business strategy or development plans; quality of management;  availability,
terms and deployment of capital;  business  abilities and judgment of personnel;
availability  of  qualified   personnel;   labor  and  employee  benefit  costs;
availability and cost of raw materials,  ingredients and supplies; the potential
impact on royalty revenues and  franchisees'  store level sales that could arise
from interruptions in the distribution of supplies of food and other products to
franchisees;   general  economic,  business  and  political  conditions  in  the
countries and territories in which the Company  operates,  including the ability
to form successful strategic business alliances with local participants; changes
in, or failure to comply with,  government  regulations,  including  franchising
laws, accounting standards,  environmental laws and taxation  requirements;  the
costs and other effects of legal and administrative  proceedings;  the impact of
general  economic   conditions  on  consumer  spending;   and  other  risks  and
uncertainties  referred  to in this Form  10-K,  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.    Business.

INTRODUCTION

     We are a holding company wholly-owned by Triarc Companies, Inc. and,
through our subsidiaries, are a leading premium beverage company, a restaurant
franchisor and a soft drink concentrates producer.  Our premium beverage
operations are conducted through the Triarc Beverage Group, which consists of
Snapple Beverage Corp., Mistic Brands, Inc. and Stewart's Beverages, Inc.
(formerly known as Cable Car Beverage Corporation).  Our restaurant franchising
operations are conducted through Arby's, Inc. (which does business as the Triarc
Restaurant Group), the franchisor of the Arby's(R)restaurant system.  Our soft
drink concentrate business is conducted through Royal Crown Company, Inc.
Snapple is a leading marketer and distributor of premium beverages in the United
States.  Arby's is the world's largest restaurant franchising


<PAGE>

system  specializing  in  slow-roasted  roast beef  sandwiches  and according to
Nation's  Restaurant  News, the tenth largest quick service  restaurant chain in
the United States,  based on 1998 domestic  systemwide  sales.  Royal Crown is a
leading  supplier  of  concentrates  to  private  label  carbonated  soft  drink
producers in North  America and owns the Royal  Crown(R)  carbonated  soft drink
brand,  the largest  national brand cola available to the  independent  bottling
system.

     For information  regarding the revenues,  operating profit and identifiable
assets for our  businesses  for the fiscal year ended January 2, 2000, see "Item
7.  Management's  Discussion and Analysis of Financial  Condition and Results of
Operations"  and Note 20 to the  Consolidated  Financial  Statements  of  Triarc
Consumer Products Group, LLC and Subsidiaries.

     We were organized in Delaware on January 15, 1999. Our principal  executive
offices  are  located  at 280 Park  Avenue,  New  York,  New York  10017 and our
telephone number is (212) 451-3000.

BUSINESS STRATEGY

     The  key  elements  of our  business  strategy  include  (i)  focusing  our
resources on our  consumer  products  businesses  --  beverages  and  restaurant
franchising,  (ii) building strong  operating  management  teams for each of the
businesses and (iii) providing  strategic  leadership and financial resources to
enable the management teams to develop and implement  specific,  growth-oriented
business plans.

     The senior operating officers of our businesses have implemented individual
plans focused on  increasing  revenues and improving  operating  efficiency.  In
addition,   we  continuously   evaluate   various   acquisitions   and  business
combinations  to augment our  businesses.  The  implementation  of this business
strategy  may result in  increases  in  expenditures  for,  among other  things,
acquisitions   and,  over  time,   marketing  and  advertising.   See  "Item  7.
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations."  It is our policy to publicly  announce an  acquisition or business
combination only after an agreement with respect to such acquisition or business
combination has been reached.

RECENT ACQUISITIONS

     On February 26, 1999, Snapple acquired Millrose Distributors, Inc. for
$17.25 million in cash, subject to adjustment.  Prior to the acquisition,
Millrose was the largest non-company owned distributor of Snapple(R) products
and the second largest distributor of Stewart's(R)products in the United States.
Millrose's distribution territory, which includes parts of New Jersey, is
contiguous to that of Mr. Natural, Inc., our company-owned New York City and
Westchester County distributor.  In 1998, Millrose had net sales of
approximately $39 million.

     On January 2, 2000,  Snapple acquired Snapple  Distributors of Long Island,
Inc. for $16.8  million in cash,  subject to certain  post-closing  adjustments.
Snapple also agreed to pay $2.0 million over a 10-year  period in  consideration
for a three-year  non-compete agreement by certain of the sellers.  Prior to the
acquisition,  Long Island Snapple was the largest  non-company owned distributor
of Snapple products and a major distributor of Stewart's  products.  Long Island
Snapple had net sales of approximately $30 million in 1999.

     On March 31, 2000 Triarc Companies acquired certain of the assets of
California Beverage Company, including the distribution rights for Snapple,
Mistic and Stewart's products in the City and County of San Francisco,
California, for $1.6 million, subject to post-closing adjustment.  The assets
acquired by Triarc Companies were contributed to our subsidiary Pacific
Snapple Distributors, Inc.


<PAGE>

REFINANCING OF INDEBTEDNESS

     On February  25, 1999 we and our  subsidiaries  completed  the sale of $300
million principal amount of 10 1/4% senior subordinated notes due 2009, pursuant
to Rule 144A of the Securities Act of 1933 and concurrently  entered into a $535
million senior secured credit facility.  In conjunction with such  transactions,
on February 23, 1999 our parent,  Triarc Companies  contributed to us all of the
outstanding   capital  stock  of  Triarc  Beverage  Holdings  Corp.,   RC/Arby's
Corporation and Stewart's  Beverages,  Inc. and on February 24, 1999 contributed
by merger all of the outstanding capital stock that it owned in two subsidiaries
of RC/Arby's.

     In  addition,  on  February  25,  1999  RC/Arby's  delivered  a  notice  of
redemption to holders of its $275 million principal amount 9 3/4% senior secured
notes due 2000. The redemption  occurred on March 30, 1999 at a redemption price
of 102.786% of the principal amount, plus accrued and unpaid interest.

     The net proceeds from the financings were used to: (a) redeem the RC/Arby's
notes (approximately $287.1 million);  (b) refinance the Triarc Beverage Group's
credit facility ($284.3 million  principal amount  outstanding plus $1.5 million
of accrued  interest);  (c) pay for the  acquisition of Millrose  (approximately
$17.5  million,  including  expenses);  (d)  pay  customary  fees  and  expenses
(approximately  $30.5 million);  and (e) fund a distribution to Triarc Companies
with the remaining proceeds.

     The notes issued  pursuant to the private  placement  have been  registered
under the Securities  Act of 1933. We were  obligated to cause the  registration
statement with respect to a registered exchange offer or with respect to resales
of the notes to be  declared  effective  no later than  August  24,  1999 or pay
additional  interest  on the  notes of 0.5% per  annum  until  the  registration
statement  was  declared  effective  and an exchange  offer was  completed.  The
registration  statement was declared  effective by the  Securities  and Exchange
Commission on December 23, 1999 and the exchange  offer was completed on January
28, 2000.

FISCAL YEAR

     We have  adopted a 52/53 week  fiscal  convention  for the  Company and our
subsidiaries  whereby  our  fiscal  year ends each  year on the  Sunday  that is
closest  to  December  31 of such  year.  Each  fiscal  year  generally  will be
comprised  of four 13 week  fiscal  quarters,  although in some years the fourth
quarter will represent a 14 week period.

BUSINESS SEGMENTS

                PREMIUM BEVERAGES (SNAPPLE, MISTIC AND STEWART'S)

     Through  Snapple,  Mistic  and  Stewart's,  we are a  leader  in  the  U.S.
wholesale  premium beverage market.  According to A.C. Nielsen data, in 1999 our
premium  beverage  brands had the leading share (33%) of premium  beverage sales
volume in convenience stores, grocery stores and mass merchandisers.

Snapple

         Snapple markets and distributes all-natural  ready-to-drink teas, fruit
drinks and juices. During 1999, Snapple case sales represented approximately 80%
of our total premium beverage case sales. Since we acquired Snapple in May 1997,
Snapple has strengthened  its distributor  relationships,  improved  promotional
initiatives and significantly  increased new product introductions and packaging
innovations.  These activities  contributed to an increase in Snapple case sales
of 7.3% in 1999 compared to 1998 and 8.4% in 1998 compared to 1997. According to
A.C.  Nielsen data, in 1999 Snapple had the leading share (28%) of U.S.  premium
beverage   sales  volume  in  convenience   stores,   grocery  stores  and  mass
merchandisers, compared to 10% for the next highest brand.


<PAGE>

         We have  benefited  from the  continued  growth of our core products as
well as the successful introduction of our innovative new beverages. New product
introductions  contributed  to the growth of our core products by  maintaining a
sense of freshness  and  excitement  for the overall  product line and enhancing
brand imagery for consumers.  Case sales of Snapple's top five products in 1999,
which  represent 36% of its domestic case sales,  have grown 8.8% since December
31, 1997. In April 1999,  Snapple  introduced  Snapple  Elements(TM),  a line of
juice drinks and teas enhanced  with herbal  ingredients  to  capitalize  on, in
part, the growing  consumer demand for  all-natural,  health-oriented  products.
Snapple  Elements is offered in eight  flavors.  We expect to introduce at least
two new flavors prior to this summer's selling season. In 1999, Snapple Elements
won Beverage World's Globe Design Gold Award for best overall product design. In
1999,  Snapple also introduced  several new fruit drink flavors,  including Diet
Orange Carrot and Raspberry Peach. In 1998,  Snapple introduced a successful new
line of products called WhipperSnapple(R), which is a smoothie-like beverage. In
1998,  WhipperSnapple  was named Convenience Store News' best new non- alcoholic
beverage product and won the American Marketing  Association's  Edison award for
best new beverage product.

Mistic

         Mistic  markets and  distributes  a wide variety of premium  beverages,
including fruit drinks,  ready-to-drink teas, juices and flavored seltzers under
the  Mistic(R)  and Mistic  Fruit  Blast(TM)  brand  names.  In general,  Mistic
complements  Snapple by appealing to consumers who prefer a sweeter product with
stronger fruit flavors.  According to A.C. Nielsen data, in 1999 Mistic had a 3%
share of U.S.  premium  beverage  sales volume in  convenience  stores,  grocery
stores and mass merchandisers. Since Mistic was acquired in August 1995, we have
introduced  more than 35 new flavors,  a line of 100% fruit juices,  various new
bottle  sizes and shapes and  numerous  new  package  designs.  In 1999,  Mistic
introduced a line of 50% juice drinks, including Orange Carrot, which has become
Mistic's best selling product,  Mango Carrot,  Tropical Carrot and Orange Mango.
Mistic  also  introduced  Mistic  Italian  Ice  Smoothies(TM),  a  smoothie-like
beverage, and Sun Valley Squeeze(TM), a fruit drink packaged in a proprietary 20
ounce bottle with dramatic  graphics.  In 1999, Mistic Italian Ice Smoothies was
the runner-up to Snapple  Elements and won Beverage  World's Globe Design Silver
Award for package design. In March 2000, Mistic introduced Mistic Hip-Hop, juice
drinks aimed at younger  consumers  which are packaged in 20 ounce  bottles that
feature graphics with top-selling hip-hop artists. Mistic plans to introduce one
additional new major product platform in 2000.

Stewart's

         Stewart's markets and distributes  Stewart's brand premium soft drinks,
including Root Beer,  Orange N' Cream,  Diet Root Beer,  Cream Ale, Ginger Beer,
Creamy Style Draft Cola,  Classic Key Lime,  Lemon Meringue,  Cherries N' Cream,
Classic Grape and Peach. In March 2000,  Stewart's  launched "S"(TM),  a line of
super  premium diet sodas in five  flavors in a  proprietary  bottle.  Stewart's
holds the exclusive perpetual  worldwide license to manufacture,  distribute and
sell Stewart's  brand soft drinks and owns the Fountain  Classics(R)  trademark.
Through the fourth  quarter of 1999,  Stewart's has  experienced  29 consecutive
quarters of double-digit  percentage case sales increases  compared to the prior
year's  comparable  quarter.  Overall,  Stewart's  has grown  its case  sales by
approximately  13% in  1999  compared  to  1998  and  approximately  17% in 1998
compared to 1997,  primarily  by  increasing  penetration  in existing  markets,
entering  new markets  and  continuing  product  innovation.  According  to A.C.
Nielsen data, in 1999  Stewart's had a 2% share of U.S.  premium  beverage sales
volume in convenience stores, grocery stores and mass merchandisers.

Sales and Marketing

         Snapple and Mistic have a combined  sales and  marketing  staff,  while
Stewart's  has  its  own  sales  and  marketing  staff.  The  sales  forces  are
responsible  for overseeing  sales to  distributors,  monitoring  retail account
performance  and providing  sales  direction and trade spending  support.  Trade
spending includes price promotions, slotting fees and local consumer promotions.
The sales force handles most accounts on a


<PAGE>



regional basis with the exception of large national accounts,  which are handled
by a national  accounts  group.  As of January 2, 2000,  we employed a sales and
marketing staff excluding that of Snapple-owned  distributors,  of approximately
266 people.

         After  acquiring  Snapple,  we revived  Snapple's  tradition  of quirky
advertising and promotional  campaigns.  In May 1997, we announced the return of
Wendy  "The  Snapple  Lady"  and  introduced  a  new  flavor,  Wendy's  Tropical
Inspiration(TM), in a commercial featuring Wendy's return from a deserted island
to help "save Snapple." In the summer of 1998 Snapple  launched its "Win Nothing
Instantly"  sweepstakes  where  consumers won prizes such as "No Car  Payments,"
awarding $100 per month for one year,  and "No  Rent,"awarding  $1,000 per month
for one year. This sweepstakes received a "Brammy" award from Brandweek magazine
for "Best  Promotion"  for all  categories.  Snapple's  "Good  Fruit/Bad  Fruit"
commercial was recognized by Ad Week as one of the best campaigns of 1999.

         Mistic uses  targeted  advertising.  The  1996-1997  "Show Your Colors"
campaign,   reflecting   the  desires  of  young   consumers  to  express  their
individuality,  was widely recognized in the advertising trade industry.  Mistic
won the Promotional Marketing  Association's Silver Reggie award in 1998 for its
promotional  sweepstakes that offered  consumers who matched the color under the
cap of  Mistic  products  to the color of  Dennis  Rodman's  hair one day of his
salary as a Chicago Bull.

         We intend to maintain consistent  advertising  campaigns for our brands
as an integral  part of our strategy to stimulate  consumer  demand and increase
brand  loyalty.  In 1999,  we  employed  a  combination  of  network  and  cable
advertising  complemented with local spot advertising in our larger markets.  In
most  markets,  we have used  television as the primary  advertising  medium and
radio as the  secondary  medium,  although  Mistic has used radio as its primary
advertising  medium.  We also employ  outdoor,  newspaper  and other print media
advertising, as well as in-store point of sale promotions.

Distribution

         We  currently  sell  our  premium   beverages   through  a  network  of
distributors that include specialty beverage, carbonated soft drink and licensed
beer/wine/spirits   distributors.   In   addition,   Snapple  uses  brokers  for
distribution of some Snapple products in Florida and Georgia.  We distribute our
products  internationally  primarily  through one licensed  distributor  in each
country.  We typically  grant  distributors  exclusive  rights to sell  Snapple,
Mistic and/or  Stewart's  products within a defined  territory.  We have written
agreements with distributors who represent  approximately 84% of our volume. The
agreements  are typically  either for a fixed term renewable upon mutual consent
or are  perpetual,  and are  terminable  by us for cause.  The  distributor  may
generally terminate its agreement upon specified prior notice.

         We  believe  that  company-owned   distributors  place  more  focus  on
increasing sales of our products and successfully launching our new products. At
the  beginning  of 1999,  Snapple  owned two of its  largest  distributors,  Mr.
Natural,  Inc., which distributes in the New York metropolitan area, and Pacific
Snapple  Distributors,  Inc., which distributes in parts of southern California.
In February 1999, Snapple acquired Millrose  Distributors,  Inc., which prior to
the  transaction  acquired  certain  assets of  Mid-State  Beverage,  Inc.,  for
approximately  $17.25 million.  Millrose and Mid-State  distributed  Snapple and
Stewart's products in parts of New Jersey. Before the acquisition,  Millrose was
the largest  non-company owned Snapple  distributor and Mid-State was the second
largest Stewart's distributor.

         In January 2000, Snapple acquired Snapple  Distributors of Long Island,
Inc.,  which  distributes in Nassau and Suffolk counties in New York, for a cash
purchase price of $16.8 million,  subject to post-closing  adjustments.  Snapple
also agreed to pay $2.0 million over a ten-year  period in  consideration  for a
three-year non-compete agreement by some of the sellers. Before the acquisition,
Long Island  Snapple was the largest  non-company-owned  distributor  of Snapple
products and a major distributor of Stewart's products.


<PAGE>

         On March 31, 2000 Triarc Companies acquired certain of the assets of
California Beverage Company, including the distribution rights for Snapple,
Mistic and Stewart's products in the City and County of San Francisco,
California, for $1.6 million, subject to post-closing adjustment.  The assets
acquired by Triarc Companies were contributed to Pacific Snapple.

         In the aggregate,  our company-owned  distributors were responsible for
approximately  24% of  Snapple's  1999  domestic  case sales and 9% of Stewart's
domestic case sales.

         No non-company-owned  distributor  accounted for more than 10% of total
premium beverage case sales in 1997, 1998 or 1999. We believe that we could find
alternative distributors if our relationships with our largest distributors were
terminated.

         International sales accounted for less than 10% of our premium beverage
sales in each of 1997, 1998 or 1999.  Since we acquired  Snapple,  Royal Crown's
international  group has been  responsible  for the sales and  marketing  of our
premium beverages outside North America.

Co-packing Arrangements

         We use more than 20 co-packers  strategically  located  throughout  the
United States to produce our premium beverage  products for us under formulation
requirements  and quality  control  procedures  that we  specify.  We select and
monitor the  producers to ensure  adherence  to our  production  procedures.  We
regularly  analyze  samples  from  production  runs and  conduct  spot checks of
production  facilities.  We supply most  packaging and raw materials and arrange
for their shipment to our co-packers and bottlers.  Our three largest co-packers
accounted  for  approximately  54% of our aggregate  case  production of premium
beverages in 1999.

         Our  contractual  arrangements  with our co-packers are typically for a
fixed term that is  automatically  renewable for  successive  one-year  periods.
During the term of the agreement,  the co-packer  generally  commits a specified
amount of its monthly production  capacity to us. Snapple has committed to order
guaranteed minimum volumes under contracts covering the production of a majority
of its case volume.  If the volume actually  ordered is less than the guaranteed
volume, Snapple is typically required to pay the co-packer the product of (1) an
amount per case  specified in the agreement and (2) the  difference  between the
volume actually ordered and the guaranteed volume.

         At January 2, 2000,  Snapple had reserves of approximately $3.3 million
for future payments under its guaranteed  volume  co-packer  agreements known as
take-or-pay  agreements.  We paid  approximately  $5.9 million  under  Snapple's
take-or-pay agreements during the seven months in 1997 that we owned Snapple and
$11.3  million in 1998,  primarily  related to  obligations  entered into by the
prior owner of Snapple,  and $1.4 million in 1999. Mistic has committed to order
a guaranteed  volume in two instances and a percentage of its products sold in a
region in another  instance.  If the guaranteed volume or percentage is not met,
Mistic must make payments to  compensate  for the  difference.  Stewart's has no
take-or-pay agreements requiring it to make minimum purchases.

         We have generally been able to avoid significant  capital  expenditures
or investments for bottling  facilities or equipment and our  production-related
fixed costs have been minimal  because of our co-packing  arrangements.  We are,
however,  in the process of establishing a premium  beverage packing line at one
of our  company-operated  distribution  centers at a cost of approximately  $5.0
million,  because of significant  expected  freight and  production  savings and
availability of additional space in one of our facilities. We anticipate that we
will continue to use third-party co-packers for most of our production.

         We believe we have arranged for sufficient  production capacity to meet
our  requirements  for 2000 and  that,  in  general,  the  industry  has  excess
production capacity that we could use. We also expect that in


<PAGE>


2000 we will meet substantially all of our guaranteed volume  requirements under
our co-packing agreements.

Raw Materials

         Triarc   Companies   purchases   certain  raw  materials  used  in  the
preparation and packaging of our premium beverage  products and supplies them to
our co-packers.  For quality control and other  purposes,  Triarc  Companies has
chosen to obtain some raw materials,  including aspartame, on an exclusive basis
from  single  suppliers  and  other raw  materials,  such as glass  bottles  and
flavors, from a relatively small number of suppliers.  In turn, Triarc Companies
sells to us, at cost, the raw materials that it purchases from suppliers.  Since
the acquisition of Snapple,  Triarc Companies has been negotiating and continues
to negotiate, new supply and pricing arrangements with its suppliers. We believe
that, if required, alternate sources of raw materials, other than glass bottles,
are available.  However, as a result of consolidation of the glass industry,  it
is uncertain  whether all of the glass bottles  supplied by two  suppliers,  who
supply  approximately  88% of our premium  beverage  segment's 1999 purchases of
glass  bottles,  could be replaced by  alternate  sources.  We do not believe it
reasonably  possible  that these two glass  suppliers  will be unable to achieve
substantially all of their anticipated volumes in the near term.

                      SOFT DRINK CONCENTRATES (ROYAL CROWN)

     Through Royal Crown Company,  Inc., we participate in the approximately $58
billion domestic retail  carbonated soft drink market.  Royal Crown produces and
sells concentrates used in the production of carbonated soft drinks. Royal Crown
is the exclusive  supplier of cola  concentrate and a primary supplier of flavor
concentrates to Cott Corporation, which, based on public disclosures by Cott, is
a leading  worldwide  supplier of premium  quality  retailer  brand soft drinks.
Royal  Crown also sells  concentrates  to  independent,  licensed  bottlers  who
manufacture  and  distribute   finished  beverage   products   domestically  and
internationally.  Royal Crown's products  include:  RC(R) Cola, Diet RC(R) Cola,
Cherry  RC(R) Cola,  RC  Edge(TM),  Diet Rite(R)  Cola,  Diet  Rite(R)  flavors,
Nehi(R),  Upper 10(R),  and Kick(R).  RC Cola is the largest national brand cola
available to the independent  bottling system, which consists of bottlers who do
not bottle either Coca-Cola or Pepsi-Cola.

     Royal Crown also sells its products  internationally.  Royal Crown's export
business  has grown at an 18%  compound  annual  growth rate over the five years
ended 1997,  although  growth slowed to 4% in 1998 and was down 2.5% in 1999 due
to adverse  economic  conditions in some of its markets,  especially  Russia and
Turkey,  and competitive  conditions in Mexico.  During 1999, Royal Crown's soft
drink  brands had  approximately  a 1.4% share of  national  supermarket  volume
according to Beverage Digest/A.C. Nielsen data.

Sales and Marketing

         Royal Crown uses radio,  print and direct mail  advertising.  RC Cola's
"Great  Taste/Great  Value"  strategy  has begun to utilize a  money-back  taste
guarantee and coupons  included on its  packaging.  RC Cola is the official soft
drink of Little  League  Baseball  and is  beginning  its third  year as a title
sponsor of the #86 Dodge Truck in the Sears Craftsman Truck Series of the NASCAR
circuit.

         Royal Crown plans to enhance  the  "Better For You"  marketing  of Diet
Rite by  focusing  on its  formulation  which has no  sodium,  no  caffeine,  no
calories and a new sweetener  blend  containing  no aspartame.  Diet Rite is the
only major U.S. diet soft drink without aspartame.

         Royal Crown has entered into a media and promotional sponsorship for RC
Edge to be the exclusive  branded cola marketing  partner of the World Wrestling
Federation.  The promotion  was launched in late March 2000,  and this summer it
will feature four of the World Wrestling  Federation's  most popular stars on RC
Edge's packaging.


<PAGE>




Private Label

         Royal Crown believes that private label sales through Cott represent an
opportunity to benefit from sales of retailer-branded  beverages.  Royal Crown's
sale of  concentrates to Cott began in late 1990. For the five years ended 1999,
Royal  Crown's  sales to Cott  increased  by a compound  annual  growth  rate of
approximately  7%. Royal Crown's revenues from sales to Cott were  approximately
15.8% of its total revenues in 1997, 17.2% in 1998 and 22.3% in 1999.

         Royal  Crown  sells  concentrate  to Cott  under a 21-year  concentrate
supply  agreement  which  expires  in  2015,  subject  to  additional  six  year
extensions. Under the Cott agreement:

         o        Royal Crown,  with  limited  exceptions,  is Cott's  exclusive
                  worldwide  supplier of cola concentrates for  retailer-branded
                  beverages in various containers,

         o        Cott must  purchase from Royal Crown at least 75% of its total
                  worldwide  requirements for carbonated soft drink concentrates
                  for beverages  sold in the containers for which Royal Crown is
                  the exclusive supplier of concentrates, and

         o        As long as Cott purchases a specified  minimum number of units
                  of private label  concentrate  in each year of the  agreement,
                  Royal  Crown  will  not  manufacture  and sell  private  label
                  carbonated soft drink  concentrates to parties other than Cott
                  anywhere in the world.

         Through  its  private   label   program,   Royal  Crown   develops  new
concentrates  specifically  for Cott's private label  accounts.  The proprietary
formulae  Royal Crown uses for this private label program are  customer-specific
and differ from those of Royal Crown's branded products.  Royal Crown works with
Cott to develop flavors according to each trade customer's specifications. Royal
Crown retains ownership of the formulae for the concentrates developed after the
date of the Cott agreement,  except, in most cases, upon termination of the Cott
agreement because of breach or non-renewal by Royal Crown.

Royal Crown Domestic Bottler Network

         Royal Crown sells its concentrates to independent  licensed bottlers in
the United States.  Consistent with industry practice,  Royal Crown assigns each
bottler an exclusive  territory for bottled and canned  products within which no
other bottler may distribute Royal Crown branded soft drinks.

         During 1999,  Royal Crown's ten largest  bottler  groups  accounted for
approximately  80.5% of Royal Crown's domestic volume of concentrate for branded
products. Dr Pepper/Seven Up Bottling Group accounted for approximately 24.5% of
this  volume  during  1999  and  RC  Chicago   Bottling   Group   accounted  for
approximately  22.3% of this volume during 1999.  Although we believe that Royal
Crown could find new bottlers for the RC Cola brand,  Royal  Crown's sales would
decline if these major bottlers stopped selling RC Cola brand products.

Royal Crown International Bottler Network

         We sell  concentrate to bottlers in 72 countries for use in Royal Crown
and other branded  products.  Royal Crown's sales outside the United States were
approximately  10.9% of its total  revenues in 1997,  11.3% in 1998 and 10.4% in
1999. Sales outside the United States of concentrates were  approximately  13.9%
of Royal  Crown's  total  concentrate  sales in 1997,  13.6% in 1998 and 9.7% in
1999. The decrease in


<PAGE>



percentages for 1998 and 1999 is mainly  attributable to economic  conditions in
Russia and Turkey and competitive  conditions in Mexico.  As of January 2, 2000,
112 bottlers and 14 distributors  sold Royal Crown branded  products outside the
United  States  in  68  countries,  with  international  export  sales  in  1999
distributed  among  Canada  (7.2%),  Latin  America and Mexico  (30.6%),  Europe
(19.4%),  the Middle  East/Africa  (21.6%) and the Far East/Pacific Rim (21.3%).
While the financial and managerial resources of Royal Crown have been focused on
the United States, we believe significant opportunities exist for Royal Crown in
international  markets.  In 1999,  new  bottlers  were  added  to the  following
markets: Ireland, Zimbabwe, Algeria, Romania and Tadjikistan. For the five years
ended 1999,  the compound  annual growth rate of Royal Crown's sales outside the
United States was approximately 14%.

Product Development

         We believe  that Royal  Crown has a history  as an  industry  leader in
product  innovation.  In 1961,  Royal Crown  introduced the first national brand
diet cola.  The Diet Rite flavors line was  introduced in 1988 to complement the
cola line and to target  the  non-cola  segment  of the  market,  which has been
growing  faster than the cola  segment due to a consumer  trend  toward  lighter
beverages. In 1998, Royal Crown introduced two new Diet Rite flavors, Iced Mocha
and Lemon Sorbet,  and began to use  sucralose in Diet RC Cola.  In 1999,  Royal
Crown reformulated Diet Rite to eliminate aspartame.  In April 1999, Royal Crown
introduced RC Edge, a cola specially formulated with herbal enhancements.

                     RESTAURANT FRANCHISING SYSTEM (ARBY'S)

     Through the Arby's restaurant  franchising  business, we participate in the
approximately  $100 billion  quick  service  restaurant  segment of the domestic
restaurant  industry.  Arby's,  which  celebrated its 35th  anniversary in 1999,
enjoys a high  level of brand  recognition.  In 1998,  Arby's  had an  estimated
market  share of  approximately  73% of the roast beef  sandwich  segment of the
quick service  restaurant  category.  In addition to various  slow-roasted roast
beef sandwiches,  Arby's also offers a selected menu of chicken, turkey, ham and
submarine  sandwiches,  side-dishes  and salads.  Arby's also  currently  offers
franchisees  the  opportunity  to  multi-brand  at  Arby's  locations  with T.J.
Cinnamons(R)  products,  which are primarily  gourmet  cinnamon  rolls,  gourmet
coffees  and  other  related  products.   Arby's  also  offers  franchisees  the
opportunity to multi-brand with Pasta Connection(TM)  products,  which are pasta
dishes with a variety of  different  sauces.  As of January 2, 2000,  the Arby's
restaurant  system  consisted of 3,228  franchised  restaurants,  of which 3,069
operate within the United States and 159 operate  outside the United States.  Of
the domestic  restaurants,  approximately 340 are  multi-branded  locations that
sell T.J. Cinnamons products and 60 are multi-branded  locations that sell Pasta
Connection products.

     Currently  all  of  the  Arby's  restaurants  are  owned  and  operated  by
franchisees.  Because  Arby's  owns no  restaurants,  it avoids the  significant
capital costs and real estate and operating  risks  associated  with  restaurant
operations.  As a franchisor Arby's receives franchise royalties from all Arby's
restaurants and up-front  franchise fees from its restaurant  operators for each
new unit opened. Arby's average franchise royalty rate in 1999 was approximately
3.3% of franchise revenues, which included royalties of 4% of franchise revenues
from most existing units and all new domestic units opened.

     From 1996 to 1999,  Arby's  system-wide  sales  grew at a  compound  annual
growth rate of 5.4% to $2.3 billion.  Through January 2, 2000, the Arby's system
has experienced twelve consecutive  quarters of domestic same store sales growth
compared to the prior year's  comparable  quarter.  During 1999, our franchisees
opened 159 new Arby's and closed 66 underperforming Arby's. In addition,  Arby's
franchisees opened 53 multi-branded  T.J.  Cinnamons and 40 multi-branded  Pasta
Connections  in Arby's units in 1999.  As of January 2, 2000,  franchisees  have
committed to open approximately 1,100 Arby's restaurants over the next 11 years.
You  should  read the  information  contained  in "Risk  Factors  --  Arby's  is
Dependent on Restaurant Revenues and Openings."


<PAGE>



     In May 1997,  Arby's sold all of the stock of the two  corporations  owning
all of the  355  company-owned  Arby's  restaurants  to RTM  Inc.,  the  largest
franchisee in the Arby's system. Since that time Arby's has derived its revenues
from two principal  sources:  (1) royalties from  franchisees  and (2) franchise
fees.  Before this sale,  Arby's  primarily  derived its revenues  from sales at
company-owned restaurants.

ARBY'S RESTAURANTS

     Arby's  opened its first  restaurant  in  Youngstown,  Ohio in 1964.  As of
January 2, 2000,  franchisees  operated  Arby's  restaurants  in 49 states and 9
foreign  countries.  As of January 2, 2000,  the six leading states by number of
operating units were: Ohio, with 249 restaurants;  Texas,  with 167 restaurants;
Michigan, with 166 restaurants; Indiana, with 163 restaurants;  California, with
156  restaurants;  and  Georgia,  with 155  restaurants.  Canada is the  country
outside the United States with the most operating units, with 123 restaurants.

     Arby's  restaurants in the United States and Canada typically range in size
from 2,500  square feet to 3,000  square feet.  Restaurants  in other  countries
typically are larger than U.S. and Canadian  restaurants.  Restaurants typically
have a  manager,  assistant  manager  and  as  many  as 30  full  and  part-time
employees.  Staffing  levels,  which vary  during the day,  tend to be  heaviest
during the lunch hours.

     The  following  table sets forth the  number of Arby's  restaurants  at the
beginning and end of each year from 1996 to 1999:

                                              1996    1997    1998   1999
                                              ----    ----    ----   ----
Restaurants open at beginning of period.......2,955   3,030  3,092  3,135
Restaurants opened during period..............  132     125    130    159
Restaurants closed during period..............   57      63     87     66
                                              -----   -----  -----  -----
Restaurants open at end of period.............3,030   3,092  3,135  3,228
                                              -----   -----  -----  -----

During the period from January 1, 1996 through  January 2, 2000,  546 new Arby's
restaurants were opened and 273 underperforming  Arby's restaurants have closed.
We believe that this has  contributed to the average annual unit volume increase
of the Arby's system, as well as to an improvement of the overall brand image of
Arby's.

FRANCHISE NETWORK

         At January 2, 2000,  504 Arby's  franchisees  operated  3,228  separate
restaurants.  The initial term of the typical "traditional"  franchise agreement
is  20  years.  Arby's  does  not  offer  any  financing   arrangements  to  its
franchisees.

         Arby's  franchisees  opened 11 new  restaurants  outside  of the United
States during 1999.  Arby's also has territorial  agreements with  international
franchisees  in six  countries  as of January 2, 2000.  Under the terms of these
territorial agreements, many of the international franchisees have the exclusive
right to open  Arby's  restaurants  in  specific  regions or  countries.  Arby's
management  expects that future  international  franchise  agreements  will more
narrowly  limit the  geographic  exclusivity  of the  franchisees  and  prohibit
sub-franchise arrangements.

         In July 1999, Arby's signed the largest overseas development  agreement
in its history.  The agreement was entered into with Sybra Restaurants (UK) Ltd.
Under the agreement,  102 new Arby's restaurants are to be developed in southern
England over the next 10 years. The first three restaurants are expected to open


<PAGE>



during the third quarter of 2000.

         Arby's  offers  franchises  for  the  development  of both  single  and
multiple  "traditional"  restaurant  locations.  All franchisees are required to
execute standard franchise agreements.  Arby's standard U.S. franchise agreement
currently  requires an initial  $37,500  franchise fee for the first  franchised
unit and $25,000 for each subsequent unit and a monthly royalty payment equal to
4.0% of  restaurant  sales for the term of the franchise  agreement.  Because of
lower  royalty  rates  still in effect  under  earlier  agreements,  the average
royalty  rate  paid by  franchisees  was  approximately  3.2%  during  1998  and
approximately 3.3% during 1999.  Franchisees  typically pay a $10,000 commitment
fee,  credited  against  the  franchise  fee  referred  to  above,   during  the
development process for a new restaurant.

         Franchised  restaurants  are  required  to be  operated  under  uniform
operating  standards and specifications  relating to the selection,  quality and
preparation  of menu items,  signage,  decor,  equipment,  uniforms,  suppliers,
maintenance   and   cleanliness  of  premises  and  customer   service.   Arby's
continuously   monitors   franchisee   operations   and   inspects   restaurants
periodically to ensure that company practices and procedures are being followed.

ADVERTISING AND MARKETING

         The  Arby's  system,  through  its  franchisees,  advertises  primarily
through regional television, radio and newspapers.  Payment for advertising time
and space is made by local  advertising  cooperatives  in which  owners of local
franchised restaurants  participate.  Franchisees contribute .7% of net sales to
the Arby's  Franchise  Association,  which produces  advertising and promotional
materials for the system. Each franchisee is also required to spend a reasonable
amount,  but not less than 3% of its monthly net sales,  for local  advertising.
This  amount  is  divided  between  the  franchisee's  individual  local  market
advertising  expense and the expenses of a cooperative area advertising  program
with  other  franchisees  who are  operating  Arby's  restaurants  in that area.
Contributions to the cooperative area advertising  program are determined by the
participants  in the  program  and are  generally  in the  range  of 3% to 5% of
monthly net sales. As a result of the sale of  company-owned  restaurants to RTM
in May 1997, Arby's no longer has any expenditures for advertising and marketing
in support of  company-owned  restaurants,  as  compared to  approximately  $9.0
million in 1997 and $25.8 million in 1996.

QUALITY ASSURANCE

         Arby's has developed a quality  assurance  program designed to maintain
standards  and  uniformity  of the  menu  selections  at each of its  franchised
restaurants.  Arby's assigns a full-time quality  assurance  employee to each of
the five independent  processing facilities that processes roast beef for Arby's
domestic restaurants. The quality assurance employee inspects the roast beef for
quality and uniformity.  In addition,  a laboratory at Arby's headquarters tests
samples  of  roast  beef  periodically  from  franchisees.   Each  year,  Arby's
representatives  conduct  unannounced  inspections  of operations of a number of
franchisees to ensure that Arby's  policies,  practices and procedures are being
followed.  Arby's  field  representatives  also  provide  a variety  of  on-site
consultative  services  to  franchisees.  Arby's  has  the  right  to  terminate
franchise agreements if franchisees fail to comply with quality standards.

PROVISIONS AND SUPPLIES

         Five  independent  meat processors  provide all of Arby's roast beef in
the United  States.  Franchise  operators are required to obtain roast beef from
one of the  five  approved  suppliers.  ARCOP,  Inc.,  a  non-profit  purchasing
cooperative,  negotiates  contracts with approved  suppliers on behalf of Arby's
franchisees.  Arby's believes that  satisfactory  arrangements  could be made to
replace any of the  current  roast beef  suppliers,  if  necessary,  on a timely
basis.


<PAGE>



         Franchisees  may  obtain  other  products,  including  food,  beverage,
ingredients, paper goods, equipment and signs, from any source that meets Arby's
specifications and approval.  Through ARCOP,  Arby's franchisees  purchase food,
proprietary paper and operating  supplies through national  contracts  employing
volume purchasing.  Franchisees  representing  approximately 73% of the domestic
Arby's  restaurants  recently  changed  their  distributor  for food  and  other
supplies  following  a period of  logistical  problems  by,  and the  subsequent
bankruptcy of, that  distributor.  You should read the information  contained in
"Risk Factors -- Arby's is Dependent on Restaurant Revenues and Openings."

GENERAL

Trademarks

         We  own  numerous  trademarks  that  are  considered  material  to  our
businesses,  including  Snapple,  Made From The Best Stuff On Earth(R),  Snapple
Elements,  WhipperSnapple,  Snapple Farms(R),  Snapple  Refreshers(TM),  Mistic,
Mistic Sun Valley  Squeeze,  Mistic  Italian Ice  Smoothies,  RC Cola,  Diet RC,
Cherry RC Cola, RC Edge, Royal Crown, Diet Rite, Nehi, Upper 10, Kick,  Fountain
Classics, Arby's, T.J. Cinnamons and Pasta Connection. Mistic is the licensee of
the Fruit Blast trademark.  Stewart's is the licensee of the Stewart's trademark
on an exclusive  perpetual basis for soft drinks and considers it to be material
to its business.  In addition,  we consider our finished product and concentrate
formulae, which are not the subject of any patents, to be trade secrets.

         Many of our material  trademarks are registered  trademarks in the U.S.
Patent and Trademark Office and various foreign jurisdictions. Registrations for
such  trademarks  in the United  States  will last  indefinitely  as long as the
trademark  owners  continue to use and police the  trademarks  and renew filings
with the applicable governmental offices. There are no challenges pending to our
right to use any of our material trademarks in the United States.

Competition

     Beverages

         Our  premium  beverage  products  and soft drink  concentrate  products
compete  generally with all liquid  refreshments and in particular with numerous
nationally-known  carbonated soft drinks, including Coca-Cola and Pepsi-Cola. We
also compete with ready to drink brewed iced tea  competitors,  including Nestea
Iced Tea, which is produced under a long-term  license granted by Nestle S.A. to
The Coca-Cola Company,  and Lipton Original Iced Tea, which is distributed under
a joint venture between PepsiCo, Inc. and Thomas J. Lipton Company, a subsidiary
of Unilever Plc. We compete with other beverage  companies not only for consumer
acceptance but also for shelf space in retail outlets and for marketing focus by
distributors, most of which also distribute other beverage brands. The principal
methods of  competition in the beverage  industry  include  product  quality and
taste, brand advertising,  trade and consumer  promotions,  marketing agreements
including calendar marketing agreements,  pricing, packaging and the development
of new products.

         Until  recently,  the soft drink business  experienced  increased price
competition  that  resulted in  significant  price  discounting  throughout  the
industry. Price competition had been especially intense with respect to sales of
soft drink products in supermarkets.  This resulted in significant discounts and
allowances off wholesale prices by bottlers to maintain or increase market share
in the supermarket  segment.  If resumed,  these practices could have an adverse
impact on us.

         The Coca-Cola  Company and PepsiCo,  Inc. are also making increased use
of exclusionary  marketing  agreements  which prevent or limit the marketing and
sale of competitive beverage products at various locations,  including colleges,
schools, convenience and grocery store chains and municipal locations,


<PAGE>



including city parks and buildings.

     Restaurant Franchising System

         Arby's   faces   direct  and   indirect   competition   from   numerous
well-established competitors,  including national and regional fast food chains,
for example,  McDonald's,  Burger King and Wendy's. In addition, Arby's competes
with  locally   owned   restaurants,   drive-ins,   diners  and  other   similar
establishments. Key competitive factors in the quick service restaurant industry
are price, quality of products, quality and speed of service,  advertising, name
identification, restaurant location and attractiveness of facilities.

         Many  of the  leading  restaurant  chains  have  focused  on  new  unit
development as one strategy to increase market share through increased  consumer
awareness and  convenience.  This has led operators to employ other  strategies,
including frequent use of price promotions and heavy advertising expenditures.

         Additional  competitive pressures for prepared food purchases have come
more recently from  operators  outside the  restaurant  industry.  Several major
grocery  chains have begun  offering fully prepared food and meals to go as part
of their deli sections. Some of these chains also have added in-store cafes with
service counters and tables where consumers can order and consume a full menu of
items prepared especially for this portion of the operation.

         Many  of  our  competitors  have   substantially   greater   financial,
marketing, personnel and other resources than we do.

Governmental Regulations

         The production and marketing of our beverages are governed by the rules
and  regulations of various  federal,  state and local  agencies,  including the
United  States Food and Drug  Administration.  The Food and Drug  Administration
also regulates the labeling of our products. In addition,  our dealings with our
bottlers and/or  distributors may, in some  jurisdictions,  be governed by state
laws governing licensor-licensee or distributor relationships.

         Various state laws and the Federal  Trade  Commission  regulate  Arby's
franchising  activities.  The Federal Trade Commission requires that franchisors
make extensive  disclosure to prospective  franchisees before the execution of a
franchise  agreement.  Several  states  require  registration  and disclosure in
connection  with  franchise  offers and sales and have  "franchise  relationship
laws" that limit the ability of franchisors to terminate franchise agreements or
to withhold consent to the renewal or transfer of these agreements. Furthermore,
the United States Congress has also considered,  and there is currently pending,
legislation  governing  various  aspects  of  the  franchise  relationship.   In
addition,  national,  state and local  laws  affect  Arby's  ability  to provide
financing to franchisees.  In addition,  Arby's franchisees must comply with the
Fair Labor Standards Act and the Americans with Disabilities Act, which requires
that  all  public   accommodations   and  commercial   facilities  meet  federal
requirements  related to access and use by disabled  persons,  and various state
laws governing matters that include,  for example,  minimum wages,  overtime and
other  working  conditions.  We cannot  predict  the  effect on our  operations,
particularly  on our  relationship  with  franchisees,  of any pending or future
legislation.   We  believe  that  the  operations  of  our  subsidiaries  comply
substantially with all applicable governmental rules and regulations.

Environmental Matters

         We are  governed by  federal,  state and local  environmental  laws and
regulations  concerning  the  discharge,   storage,  handling  and  disposal  of
hazardous  or  toxic  substances.   These  laws  and  regulations   provide  for
significant  fines,  penalties  and  liabilities,  sometimes  without  regard to
whether the owner or operator of the property knew of, or was  responsible  for,
the release or presence of the hazardous or toxic


<PAGE>



substances.  In  addition,  third  parties  may make  claims  against  owners or
operators of properties  for personal  injuries and property  damage  associated
with  releases  of  hazardous  or  toxic  substances.  We  cannot  predict  what
environmental  legislation or  regulations  will be enacted in the future or how
existing or future laws or regulations  will be administered or interpreted.  We
similarly cannot predict the amount of future expenditures which may be required
to comply with any  environmental  laws or  regulations or to satisfy any claims
relating to  environmental  laws or regulations.  We believe that our operations
comply  substantially  with all applicable  environmental  laws and regulations.
Based on currently  available  information and our current reserve levels, we do
not believe that the ultimate outcome of any pending  environmental  matter will
have a material adverse effect on our consolidated financial position or results
of  operations.  Please  refer  to  the  section  of  this  prospectus  entitled
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations -- Liquidity and Capital Resources."

Seasonality

         Our beverage and restaurant franchising businesses are seasonal. In our
beverage  businesses,  the highest  revenues occur during the spring and summer,
between April and September.  Accordingly, our second and third quarters reflect
the highest  revenues,  and our first and fourth  quarters have lower  revenues,
from the beverage businesses. The royalty revenues of our restaurant franchising
business are  somewhat  higher in our fourth  quarter and somewhat  lower in our
first  quarter.  Accordingly,  consolidated  revenues will  generally be highest
during  the  second  and third  fiscal  quarters  of each  year.  Our EBITDA and
operating profit are also highest during the second and third fiscal quarters of
each year and lowest in the first fiscal quarter.  This principally results from
the higher  beverage  revenues  in the second and third  fiscal  quarters  while
general and administrative expenses and depreciation and amortization, excluding
amortization of deferred  financing  costs,  are generally  recorded  ratably in
interim periods either as incurred or allocated to interim periods based on time
expired.  Our first fiscal  quarter  EBITDA and operating  profit have also been
lower due to advertising and production costs, which typically are higher in the
first quarter in  anticipation  of the peak spring and summer  beverage  selling
season and which are  recorded  the first  time the  related  advertising  takes
place.

Employees

         As of January 2, 2000, we had approximately 1,120 employees,  including
865  salaried  employees  and 255 hourly  employees.  We believe  that  employee
relations  are  satisfactory.  As of January 2,  2000,  approximately  52 of our
employees were covered by various collective bargaining agreements expiring from
time to time from the present  through August 2002.  This number  includes 18 of
our employees  whose  collective  bargaining  agreement  expired in January 2000
after their union was placed in receivership. It is expected that the collective
bargaining  agreement  with these  employees'  new union will be renewed for one
year.

Risk Factors

         We wish to caution  readers that in addition to the  important  factors
described  elsewhere in this Form 10-K, the following  important factors,  among
others,  sometimes  have  affected,  or in the future could  affect,  our actual
results and could cause our actual consolidated results during 2000, and beyond,
to differ materially from those expressed in any forward-looking statements made
by, or on behalf of, us.

         Our Substantial Leverage May Adversely Affect Us

         We have a  significant  amount of  indebtedness.  On an  unconsolidated
basis,  our  indebtedness  at  January  2, 2000 was  $300.0  million,  excluding
intercompany  debt.  In  addition,  at  January  2, 2000 our total  consolidated
indebtedness was $778.8 million.


<PAGE>



         In addition to the above  indebtedness,  our subsidiaries may borrow an
additional  $60.0 million of revolving  credit loans under the credit  facility,
subject to certain limitations  contained in the credit facility,  the indenture
and  instruments  governing  our other debt. If new debt is added to our current
debt levels, the related risks that we face could increase.  In addition,  under
our  various  debt  agreements,  substantially  all of our assets are pledged as
collateral  security.  You should  read the  information  included in "Item 1 --
Business -- Refinancing of Indebtedness."

         Our subsidiaries'  credit facility contains  financial  covenants that,
among other  things,  require our  subsidiaries  to maintain  certain  financial
ratios and restrict our subsidiaries'  ability to incur debt, enter into certain
fundamental  transactions  (including  certain mergers and  consolidations)  and
create or permit liens. If our  subsidiaries  are unable to generate  sufficient
cash flow or otherwise  obtain the funds necessary to make required  payments of
principal  and interest  under,  or are unable to comply with  covenants of, the
credit  facility  or the  indenture,  we would be in a  default  under the terms
thereof which would permit the lenders under the credit  facility and, by reason
of a cross default provision,  the indenture,  to accelerate the maturity of the
balance  thereof.  You should read the information we have included in Note 5 to
the Consolidated Financial Statements.

         Holding Company Structure

         Because we are a holding  company,  our ability to service debt and pay
dividends,  is dependent upon cash flows from our subsidiaries,  including loans
and cash  dividends.  Under the terms of our indenture and credit  agreement our
subsidiaries  are  subject  to  certain  restrictions  on their  ability  to pay
dividends  and/or  make  loans or  advances  to us.  The  ability  of any of our
subsidiaries  to pay cash dividends  and/or make loans or advances to us is also
dependent upon the respective  abilities of such entities to achieve  sufficient
cash flows after satisfying their respective cash  requirements,  including debt
service,  to enable the payment of such dividends or the making of such loans or
advances.

         In addition,  our equity interests in our  subsidiaries  rank junior to
all of the respective  indebtedness,  whenever incurred, of such entities in the
event of their respective liquidation or dissolution. As of January 2, 2000, our
subsidiaries  had  aggregate   indebtedness  of  approximately   $478.8  million
excluding intercompany indebtedness.

         Successful Completion and Integration of Acquisitions

         One  element  of our  business  strategy  is to  continuously  evaluate
acquisitions  and business  combinations  to augment our  businesses.  We cannot
assure you that we will  identify  and  complete  suitable  acquisitions  or, if
completed,  that such  acquisitions  will be  successfully  integrated  into our
operations.   Acquisitions  involve  numerous  risks,   including   difficulties
assimilating new operations and products. We cannot assure you that we will have
access to the capital required to finance potential acquisitions on satisfactory
terms,  that any  acquisition  would result in long-term  benefits to us or that
management would be able to manage  effectively the resulting  business.  Future
acquisitions  may result in the  incurrence  of additional  indebtedness  or the
issuance of additional equity securities.

      We May Not Be Able to Continue to Develop Successful New Beverage Products

         Part of our strategy is to increase our sales  through the  development
of new beverage products. Although we have successfully launched a number of new
beverage  products,  we cannot  assure you that we will be able to  continue  to
develop,  market and distribute  future beverage products that will enjoy market
acceptance.  The  failure to develop  new  beverage  products  that gain  market
acceptance  would  have an adverse  impact on our  growth  and would  materially
adversely affect us.


<PAGE>



         Arby's is Dependent on Restaurant Revenues and Openings

         Arby's  principal source of revenues are royalty fees received from its
franchisees. Accordingly, Arby's future revenues will be highly dependent on the
gross revenues of Arby's  franchisees and the number of Arby's  restaurants that
its  franchisees  operate.  In January 2000 the major supplier of food and other
products to Arby's  franchisees  filed for  bankruptcy.  That bankruptcy and the
subsequent  change of  distributors  by  franchisees  has not had a  significant
adverse effect on us as of the date of this Form 10-K.  However,  it is possible
that  interruptions  in the  distribution of supplies to our  franchisees  could
adversely  affect  sales by our  franchisees  and cause a decline in the royalty
fees that we receive from them.

         Gross Revenues of Arby's Restaurants

         Competition  among national brand franchisors and smaller chains in the
restaurant  industry  to  grow  their  franchise  systems  is  intense.   Arby's
franchisees are generally in competition for customers with franchisees of other
national and regional fast food chains and locally owned restaurants.  We cannot
assure you that the level of gross  revenues of Arby's  franchisees,  upon which
our royalty fees are dependent, will continue.

         Number of Arby's Restaurants

         Numerous factors beyond our control affect restaurant  openings.  These
factors include the ability of a potential restaurant owner to obtain financing,
locate an appropriate  site for a restaurant and obtain all necessary  state and
local  construction,  occupancy or other permits and  approvals.  Although as of
January 2, 2000 franchisees have signed commitments to open approximately  1,100
Arby's restaurants and have made or are required to make non-refundable deposits
of $10,000 per  restaurant,  we cannot  assure you that these  commitments  will
result in open restaurants.

         Arby's Reliance on Certain Franchisees May Adversely Affect Us; We
         Remain Contingently Liable on Certain Obligations.

         During 1999, Arby's received  approximately 26.8% of its royalties from
RTM and its  affiliates,  which are  franchisees  of  approximately  700  Arby's
restaurants,  and received  approximately  7% of its royalties  from each of two
other franchisees.  Arby's franchise  royalties could decline from their present
levels  if any of  these  franchisees  suffered  significant  declines  in their
businesses.

         In addition, RTM has assumed certain lease obligations and indebtedness
in  connection  with the  restaurants  that it acquired  from Arby's.  We remain
contingently  liable if RTM fails to make payments on those leases and a portion
of such indebtedness.  You should read the information we have included in Notes
3 and 17 to the Consolidated Financial Statements.

         Royal Crown's Reliance on Certain Customers and Bottlers May Adversely
         Affect Us

         Private Label Sales

         Royal  Crown  relies to a  significant  extent  upon sales of  beverage
concentrates to Cott Corporation under a long-term  concentrate supply agreement
which continues until 2015, subject to additional  six-year  extensions..  Royal
Crown's  revenues  from  sales to Cott  were  approximately  15.8% of its  total
revenues in 1997, 17.2% in 1998 and 22.3% in 1999. If Cott's business  declines,
or if Royal Crown's  supply  agreement  with Cott is  terminated,  Royal Crown's
sales would be adversely affected.


<PAGE>



         Bottlers

         Royal Crown relies upon its  relationships  with certain key  bottlers.
For example:

         o        Dr Pepper/Seven Up Bottling Group accounted for  approximately
                  24.5% of Royal  Crown's  domestic  volume of  concentrate  for
                  branded  products  during  1999;  RC  Chicago  Bottling  Group
                  accounted for approximately 22.3% of such volume during 1999;

         o        Royal  Crown's  ten  largest  bottler  groups   accounted  for
                  approximately  80.5%  of  Royal  Crown's  domestic  volume  of
                  concentrate for branded products during 1999.

         Royal Crown's  sales would decline from their present  levels if any of
these major bottlers stopped selling RC Cola brand products. Although we believe
that we could find new bottlers for the RC Cola brand products, we cannot assure
you that new  bottlers  would  provide  Royal Crown with the level of sales that
these bottlers have.

         Competition from Other Beverage and Restaurant Companies
         Could Adversely Affect Us

         The premium beverage,  carbonated soft drink and restaurant  industries
are highly  competitive.  Many of our  competitors  have  substantially  greater
financial,  marketing, personnel and other resources that we do. You should read
the information we have included in "Item 1. Business -- Competition."

         Environmental Liabilities

         Certain  of our  operations  are  subject to  federal,  state and local
environmental laws and regulations concerning the discharge,  storage,  handling
and disposal of hazardous or toxic substances. Such laws and regulations provide
for  significant  fines,  penalties  and  liabilities,  in certain cases without
regard  to  whether  the  owner or  operator  of the  property  knew of,  or was
responsible for, the release or presence of such hazardous or toxic  substances.
In  addition,  third  parties may make claims  against  owners or  operators  of
properties for personal injuries and property damage associated with releases of
hazardous or toxic substances. Although we believe that our operations comply in
all material respects with all applicable environmental laws and regulations, we
cannot predict what environmental  legislation or regulations will be enacted in
the future or how existing or future laws or regulations will be administered or
interpreted.  We cannot predict the amount of future  expenditures  which may be
required in order to comply with any  environmental  laws or  regulations  or to
satisfy any such claims.

ITEM 2. PROPERTIES.

         We believe that our  properties,  taken as a whole,  are generally well
maintained and are adequate for our current and  foreseeable  business needs. We
lease a majority of our properties.

         The following  table describes  information  about the major plants and
facilities  of  each  of  our  business  segments,  as  well  as  the  corporate
headquarters  of our  beverage  and  restaurant  franchising  operations,  as of
January 2, 2000:


<PAGE>



                                                             APPROXIMATE
                                                             SQ. FT. OF
ACTIVE FACILITIES FACILITIES-LOCATION    LAND TITLE         FLOOR SPACE
----------------- ---------------------  -----------     ----------------------
Beverages.......  Concentrate Mfg:
                  Columbus, GA           1 owned               216,000
                  (including office)
                  Beverage Group
                  Headquarters
                  White Plains, NY       1 leased               71,970
                  Stewart's Headquarters
                  Denver, CO             1 leased                4,200
                  Office/Warehouse
                  Facilities             8 leased              807,395*
                  (various locations)
Restaurant
Franchising....   Headquarters           1 leased               47,300**
                  Ft. Lauderdale, FL
------------
* Includes  180,000 square feet of warehouse  space that is subleased to a third
  party.

** Royal  Crown  subleases  approximately  3,500  square feet of this space from
   Arby's.

         Arby's also owns three and leases seven  properties which are leased or
sublet principally to franchisees and has leases for four inactive properties.

         Substantially  all of the properties used in our businesses are pledged
as collateral under secured debt arrangements.

ITEM 3. LEGAL PROCEEDINGS.

         On February  19,  1996,  Arby's  Restaurants  S.A. de C.V.,  the master
franchisee of Arby's in Mexico, commenced an action in the civil court of Mexico
against  Arby's for breach of contract  alleging  that a  non-binding  letter of
intent  between the plaintiff and Arby's  constituted a binding  contract  under
which Arby's had obligated itself to repurchase the master franchise rights from
the  plaintiff  for  $2.85  million  and  that  Arby's  had  breached  a  master
development  agreement  between the  plaintiff and Arby's.  Arby's  commenced an
arbitration  proceeding  regarding  this  matter  pursuant  to the  terms of the
franchise and development  agreements.  In September 1997, the arbitrator  ruled
that the letter of intent was not a binding contract and the master  development
agreement was properly terminated. The plaintiff challenged that decision and in
March  1998,  the civil  court of Mexico  ruled  that the letter of intent was a
binding  contract and ordered Arby's to pay the plaintiff  $2.85  million,  plus
interest  and value added tax. In May 1997,  the  plaintiff  commenced an action
against Arby's in the United States District Court for the Southern  District of
Florida  alleging  that Arby's had engaged in fraudulent  negotiations  with the
plaintiff in 1994-1995 and had tortiously  interfered  with an alleged  business
opportunity  that the plaintiff had with a third party.  Arby's moved to dismiss
that action.  In October 1999, the parties  entered into a settlement  agreement
dismissing all of the proceedings  with  prejudice.  Pursuant to the settlement,
Arby's paid $1.65  million to the  plaintiffs to avoid the expense of continuing
litigation.  In addition,  the plaintiff will continue to be an Arby's franchise
and, among other things,  will be entitled to $150,000 in credits against future
royalties  and other  fees as well as the right to open four  additional  stores
without paying initial franchise fees.

         In October 1997, Mistic commenced an action against Universal Beverages
Inc., a former Mistic co-packer, Leesburg Bottling & Production, Inc., an
affiliate of Universal, and Jonathan O. Moore, an individual affiliated with the
defendants, in the Circuit Court for Duval County, Florida. The action, which
was subsequently amended to add additional defendants, sought, among other
things, damages relating to


<PAGE>

the unauthorized  sale by the defendants of raw materials,  finished product and
equipment that was owned by Mistic but in the possession of the  defendants.  In
their answer,  counterclaim and third party complaint,  some defendants  alleged
various causes of action against Mistic,  Snapple and Triarc  Beverage  Holdings
and sought damages of $6 million  relating to a purported  breach by Snapple and
Mistic  of  an  alleged  oral  agreement  to  have  Universal   and/or  Leesburg
manufacture Snapple and Mistic products. These defendants also sought to recover
various amounts totaling  approximately $500,000 allegedly owed to Universal for
co-packing and other services rendered.  In July 1999, Mistic settled its claims
against some defendants who had not asserted any counterclaims. In August, 1999,
Mistic and the  remaining  defendants  entered into a  comprehensive  settlement
agreement which, among other things,  provided for a dismissal with prejudice of
all claims against Mistic,  Snapple and Triarc Beverage Holdings. No payments by
Mistic,  Snapple or Triarc  Beverage  Holdings are required under the settlement
agreement.

         It is our  opinion  that the  outcome of any of the  matters  described
above or any of the other matters that have arisen in the ordinary course of our
business will not have a material adverse effect on our  consolidated  financial
condition or results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         Not applicable

                                     PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY
             AND RELATED STOCKHOLDER MATTERS.

         All of our membership interests are owned by Triarc Companies.

         On February 25, 1999, we and Triarc Beverage Holdings sold $300 million
aggregate  principal  amount  of 10 1/4  senior  subordinated  notes due 2009 to
Morgan  Stanley & Co.  Incorporated,  Donaldson,  Lufkin &  Jenrette  Securities
Corporation and Wasserstein  Perella  Securities,  Inc., each of whom acted as a
placement  agent in the offering,  in reliance  upon the  exemption  provided by
Section 4(2) of the  Securities  Act. The  placement  agents  resold these notes
pursuant to Rule 144A and Section 4(2) under the Securities Act. A placement fee
of $9 million was paid in connection with these  transactions.  The net proceeds
from  the  financing,  together  with  the  net  proceeds  from  the  concurrent
refinancing  of bank debt by our  subsidiaries,  were used to:  (a)  redeem  the
RC/Arby's  notes  (approximately  $287.1  million);  (b)  refinance  the  Triarc
Beverage  Group's credit facility ($284.3 million  principal amount  outstanding
plus $1.5 million of accrued interest);  (c) pay for the acquisition of Millrose
(approximately $17.5 million,  including  expenses);  (d) pay customary fees and
expenses  (approximately  $30.5 million);  and (e) fund a distribution to Triarc
Companies with the remaining  proceeds.  We filed a registration  statement (SEC
file no.  333-78625  and  333-78625-01  through  333-78625-28)  relating to $300
million  aggregate  principal  amount of notes offered in exchange for the notes
issued  in the  private  placement.  The  registration  statement  was  declared
effective by the  Securities  Exchange  Commission  on December 23, 1999 and the
exchange  offer for such  notes was  commenced  on that  date and  completed  on
January 28,  2000.  We paid a $5,000 fee to the  exchange  agent in the exchange
offer.  We made the  exchange  offer solely to satisfy our  obligations  under a
registration  rights  agreement  and we did not  receive any  proceeds  from the
exchange  offer.  You should read the  information  we have included in "Item 1.
Business--Refinancing of Indebtedness."

<TABLE>
<CAPTION>

     Item 6.  Selected Financial Data (1)


                                                   Year Ended December 31,           Year Ended        Year Ended      Year Ended
                                             ------------------------------------    December 28,       January 3,      January 2,
                                                   1995               1996             1997 (2)          1999 (2)        2000 (2)
                                                   ----               ----             --------          --------        --------
                                                                                  (In thousands)

     <S>                                     <C>                <C>                <C>              <C>              <C>
     Revenues................................$   487,326        $  597,435         $ 696,152        $  815,036       $ 853,972
     Operating profit (loss).................     (1,146) (3)      (25,435) (4)       31,872   (5)     105,192         117,506
     Income (loss) before extraordinary
       charges...............................    (33,349) (3)      (51,368) (4)      (18,986)  (5)      29,987 (7)      25,478   (8)
     Extraordinary charges...................        --                --             (2,954)  (5)         --          (11,772)  (8)
     Net income (loss).......................    (33,349) (3)      (51,368) (4)      (21,940)  (5)      29,987 (7)      13,706   (8)
     Cash dividends..........................        --                --                --            (23,556)       (204,746)
     Total assets............................    515,375           480,592           853,961           790,970         828,215
     Long-term debt and note payable to
       Triarc Companies, Inc.................    416,688           347,810           564,114           560,977         736,866
     Redeemable preferred stock..............        --                --             79,604            87,587             --    (9)
     Member's deficit........................    (37,110)          (86,978)          (42,860)  (6)     (44,721)       (173,885)  (9)

</TABLE>


(1)    Triarc  Consumer  Products  Group  was  formed on  January 15, 1999  and,
       effective February 23, 1999 acquired all of the stock previously owned by
       Triarc Companies, Inc., the Company's parent, of  RC/Arby's  Corporation,
       Triarc Beverage Holdings Corp. and  Stewart's  Beverages,  Inc. and their
       subsidiaries.  Selected Financial Data for  each of  the  years presented
       include  RC/Arby's, Triarc  Beverage  Holdings  and  Stewart's  and their
       subsidiaries from their respective  acquisition  dates  by  Triarc Parent
       since such entities were under common control and reflect Triarc Consumer
       Products Group as if it had been formed as of January 1, 1995. You should
       refer  to  Note 1  to  the consolidated  financial  statements included
       elsewhere herein for additional disclosures regarding this basis of
       presentation.

(2)    The  Company  changed  its  fiscal  year from a  calendar  year to a year
       consisting of 52 or 53 weeks ending on the Sunday  closest to December 31
       effective for the 1997 fiscal year. In accordance  with this method,  the
       Company's  1997 and 1999  fiscal  years  contained  52 weeks and its 1998
       fiscal year contained 53 weeks.

(3)    Reflects  certain  significant  charges  recorded during 1995 as follows:
       $15,309,000   charged  to  operating  loss   representing  a  $14,647,000
       reduction in the carrying  value of long-lived  assets  impaired or to be
       disposed  and  $662,000  of  accelerated   vesting  of  Triarc   Parent's
       restricted  stock granted to our employees;  and  $11,511,000  charged to
       loss  before   extraordinary   charges  and  net  loss  representing  the
       aforementioned  $15,309,000  charged to operating  loss and $1,000,000 of
       write-off of an equity investment,  less $5,898,000 of income tax benefit
       relating  to  the  aggregate  of the  above  charges  plus  a  $1,100,000
       provision for income tax contingencies.

(4)    Reflects  certain  significant  charges  recorded during 1996 as follows:
       $66,700,000  charged to operating loss representing a $58,900,000  charge
       for impairment of  company-owned  restaurants  and related exit costs and
       $7,800,000 of facilities relocation and corporate  restructuring charges;
       and $40,843,000 charged to loss before extraordinary charges and net loss
       representing the  aforementioned  $66,700,000  charged to operating loss,
       less  $25,857,000 of income tax benefit  relating to the aggregate of the
       above charges.

(5)    Reflects  certain  significant  charges  recorded during 1997 as follows:
       $40,878,000  charged to  operating  profit  representing  $33,815,000  of
       charges related to post-acquisition  transition,  integration and changes
       to business  strategies  and  $7,063,000  of  facilities  relocation  and
       corporate restructuring; $27,138,000 charged to loss before extraordinary
       charges representing the aforementioned  $40,878,000 charged to operating
       profit,  $3,513,000 of loss on sale of businesses,  net, less $17,253,000
       of income tax benefit relating to the aggregate of the above net charges;
       and  $30,092,000  charged  to net loss  representing  the  aforementioned
       $27,138,000 charged to loss before extraordinary charges and a $2,954,000
       extraordinary charge from the early extinguishment of debt.

(6)    Reflects a decrease in member's deficit principally  resulting from (1) a
       $29,390,000 deferred gain on sale of subsidiaries' stock to Triarc Parent
       and (2) the  "push-down"  of Triarc  Parent's  $40,847,000  (adjusted  to
       $40,596,000 in 1998)  acquisition  basis in Stewart's to Triarc  Consumer
       Products Group.

(7)    Reflects a significant credit recorded during 1998 as follows: $3,067,000
       credited  to  income   before   extraordinary   charges  and  net  income
       representing  $5,016,000 of gain on sale of businesses less $1,949,000 of
       related income tax provision.

(8)    Reflects  certain  significant  charges  recorded during 1999 as follows:
       $3,348,000  charged to operating profit  representing  capital  structure
       reorganization  related charges related to equitable  adjustments made to
       the terms of  outstanding  stock  options;  $2,042,000  charged to income
       before extraordinary  charges representing the aforementioned  $3,348,000
       less  $1,306,000 of income tax benefit;  and  $13,814,000  charged to net
       income  representing  the  aforementioned  $2,042,000  charged  to income
       before extraordinary charges and an $11,772,000 extraordinary charge from
       the early extinguishment of debt.

(9)    Reflects an increase in member's deficit  principally  resulting from (1)
       cash  dividends of  $204,746,000  and (2) non-cash  transfer of deferred
       income tax benefits of  $32,719,000  both  partially  offset by a capital
       contribution by Triarc Parent of the Company's redeemable preferred stock
       of $88,779,000, including accrued but unpaid dividends.

<PAGE>

Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

Introduction

      We are a leading premium beverage company,  a restaurant  franchisor and a
soft drink concentrate producer. Since 1995 we have acquired the Mistic, Snapple
and Stewart's  premium beverage brands and in 1997 we sold all our company-owned
restaurants  to an existing  franchisee  and focused on building the strength of
our beverage and restaurant franchise businesses.

      In our premium  beverage  business we derive our revenues from the sale of
our premium  beverage  products  to  distributors.  All of our premium  beverage
products  are  produced  by  third-party  co-packers  that we  supply  with  raw
materials  and  packaging.  We also derive  revenues  from the  distribution  of
products  in two of our key  markets.  By acting as our own  distributor  in key
markets  we are  able to drive  sales  and  improve  focus  on  current  and new
products.

      In our soft drink  concentrate  business (Royal Crown) we currently derive
our revenues from the sale of our carbonated soft drink  concentrate to bottlers
and a private  label  customer.  To a much  lesser  extent,  before 1999 we also
derived revenues from the sale of finished product. Gross margins on concentrate
sales are generally higher than on finished product sales.

       In our  restaurant  franchising  business  we  currently  derive  all our
revenues from  franchise  royalties and  franchise  fees.  While over 75% of our
existing royalty  agreements and all of our new domestic royalty  agreements are
for 4% of  franchise  revenues,  our  average  rate was  3.3% in 1999.  We incur
selling,  general  and  administrative  costs  but no cost of goods  sold in our
franchising business.

       None of our businesses requires  significant capital expenditures because
we own no  restaurants  or  manufacturing  facilities,  other than a Royal Crown
concentrate  manufacturing  facility. The amortization of costs in excess of net
assets of businesses  acquired,  which we refer to as Goodwill,  trademarks  and
other items results in significant non-cash charges.

       In  recent  years our  premium  beverage  business  has  experienced  the
following trends:

       o      Acquisition/consolidation of distributors
       o      The development of proprietary packaging
       o      Increased pressure by competitors to achieve account exclusivity
       o      The increased use of plastic packaging
       o      Growing consumer demand for all-natural, health-oriented products
       o      The  proliferation of new products  including  premium  beverages,
              bottled water and beverages  enhanced with herbal  additives,  for
              example, ginseng and echinacea
       o      Increased placement of refrigerated coolers by bottlers in
              customer locations
       o      Increased use of multi-packs and variety packs in certain trade
              channels

       In recent years our soft drink  concentrate  business has experienced the
following trends:

       o      Increased competition in the form of lower prices although there
              has been some improvement commencing in late 1999
       o      Adverse economic conditions in some international  markets,
              especially Russia and Turkey
       o      Increased  pressure by competitors to achieve account exclusivity
       o      Acquisition/consolidation of bottlers
       o      Increased placement of refrigerated coolers by bottlers in
              customer locations
       o      Increased use of multi-packs in certain trade channels
       o      Increased market share of private label beverages
       o      Increased consumer preference for flavored soft-drink beverages

       In recent years our restaurant  franchising  business has experienced the
following trends:

       o      Consistent  growth of the restaurant  industry as a percentage of
              total food-related spending
       o      Increased competitive pressures from  the emphasis  by competitors
              on new unit development to increase market share leading to the
              frequent use of price promotions and heavy advertising
              expenditures within the industry
       o      Increased  price  competition  in  the  quick  service  restaurant
              industry,  particularly  as  evidenced  by the value menu  concept
              which offers  comparatively  lower prices on some menu items,  the
              combination  meals concept  which offers a combination  meal at an
              aggregate price lower than the individual food and beverage items,
              couponing and other price discounting
       o      Additional  competitive pressures for prepared food purchases from
              operations  outside the restaurant  industry such as deli sections
              and in-store cafes of several major grocery store chains
       o      The addition of selected  higher-priced  premium  quality items to
              menus,  which  appeal more to adult tastes and recover some of the
              margins lost in the discounting of other menu items

     Following the sale of all of the 355  company-owned  Arby's  restaurants on
May 5, 1997 we  experience  the effects of these  trends only to the extent they
affect our franchise fees and royalties.

Presentation of Financial Information

     This  "Management's  Discussion  and  Analysis of Financial  Condition  and
Results  of  Operations"  should be read in  conjunction  with our  accompanying
consolidated  financial  statements.  Triarc Consumer  Products  Group,  LLC was
formed on January 15, 1999 and  commenced  operations  on February 23, 1999 with
the  acquisition  through a capital  contribution of all of the capital stock of
RC/Arby's  Corporation,  Triarc Beverage Holdings Corp. and Stewart's Beverages,
Inc., and their subsidiaries.  These companies previously had been held directly
or indirectly by Triarc  Companies,  Inc.,  which we refer to as Triarc  Parent.
Effective May 17, 1999 Triarc Consumer  Products Group  contributed the stock of
Stewart's,  originally acquired by Triarc Parent on November 25, 1997, to Triarc
Beverage  Holdings.  RC/Arby's  is the parent of Royal Crown  Company,  Inc. and
Arby's,  Inc.  Triarc  Beverage  Holdings,  a 99.9% owned  subsidiary  of Triarc
Consumer  Products  Group,  is the parent of Snapple  Beverage  Corp. and Mistic
Brands, Inc. and, effective May 17, 1999, Stewart's.  Before the contribution of
Mistic to Triarc Beverage  Holdings on May 22, 1997,  Mistic was owned by Triarc
Parent  from  its  acquisition   before  January  1,  1997.  This  "Management's
Discussion  and  Analysis of  Financial  Condition  and  Results of  Operations"
reflects the  consolidated  financial  position,  results of operations and cash
flows of Triarc  Consumer  Products Group as if it had been formed as of January
1, 1997. The  consolidated  financial  position,  results of operations and cash
flows of Triarc Consumer Products Group, together with each of RC/Arby's, Triarc
Beverage Holdings, Mistic before May 22, 1997 and Stewart's before May 17, 1999,
and their  subsidiaries,  are reflected from their respective dates of formation
or  acquisition  by Triarc  Parent  since  such  entities  were under the common
control of Triarc Parent during such period and, accordingly, were accounted for
on  an  "as-if-pooling"  basis.  The  aforementioned  capital  contributions  of
subsidiaries  by Triarc Parent to Triarc  Consumer  Products Group and to Triarc
Beverage  Holdings have been recognized  using carryover basis  accounting since
all such entities were under common control.

     Effective  January 1, 1997 we changed our fiscal year from a calendar  year
to a year  consisting of 52 or 53 weeks ending on the Sunday closest to December
31. Our 1997 fiscal  year  commenced  January 1, 1997 and ended on December  28,
1997, our 1998 fiscal year  commenced  December 29, 1997 and ended on January 3,
1999 and our 1999 fiscal year commenced  January 4, 1999 and ended on January 2,
2000. As a result of our fiscal year convention,  our 1997 and 1999 fiscal years
contained 52 weeks and 1998 contained 53 weeks.  However, due to the seasonality
of our  beverage  businesses,  the extra week in fiscal 1998  occurring  in late
December and early January has lower than average weekly revenues.  Accordingly,
we do not believe  the extra week in the 1998 fiscal year has a material  impact
on the discussion below of our results of operations. When we refer to "1999" we
mean the period from January 4, 1999 to January 2, 2000; when we refer to "1998"
we mean the period from December 29, 1997 to January 3, 1999;  and when we refer
to "1997" we mean the period from January 1, 1997 through December 28, 1997.

     The following table shows the relative  significance of the contribution of
each of our segments to total  revenues,  gross profit,  EBITDA (see  definition
below) and operating  profit for our most recent fiscal year which ended January
2, 2000, in thousands:

Revenues:
    Premium beverages...............................$   651,076      76.2%
    Soft drink concentrates.........................    121,110      14.2
    Restaurant franchising..........................     81,786       9.6
                                                    -----------    ------
        Total.......................................$   853,972     100.0%
                                                    -----------    ------

Gross profit:
    Premium beverages...............................$   268,615      60.5%
    Soft drink concentrates ........................     93,761      21.1
    Restaurant franchising..........................     81,786      18.4
                                                    -----------  --------
        Total.......................................$   444,162     100.0%
                                                    -----------  --------

EBITDA:

    Premium beverages...............................$    79,545      53.2%
    Soft drink concentrates.........................     21,108      14.1
    Restaurant franchising .........................     48,998      32.8
    General corporate...............................        (85)     (0.1)
                                                    -----------  ---------
        Total.......................................$   149,566     100.0%
                                                    -----------  ---------

Operating profit (loss):
    Premium beverages...............................$    56,638      48.2%
    Soft drink concentrates.........................     14,123      12.0
    Restaurant franchising..........................     46,830      39.9
    General corporate...............................        (85)     (0.1)
                                                    -----------  ---------
        Total.......................................$   117,506     100.0%
                                                    -----------  ---------

     We  calculate  gross  profit  as total  revenues  less  (1) cost of  sales,
excluding  depreciation  and  amortization and (2) depreciation and amortization
related to sales.  We define EBITDA as operating  profit plus  depreciation  and
amortization,  excluding  amortization of deferred  financing  costs.  Since all
companies do not calculate EBITDA or similarly titled financial  measures in the
same manner,  these  disclosures  may not be comparable with EBITDA as we define
it. EBITDA should not be considered as an  alternative  to net income or loss as
an indicator of our operating performance or as an alternative to cash flow as a
measure  of  liquidity  or  ability  to repay our debt and is not a  measure  of
performance  or  financial   condition  under  generally   accepted   accounting
principles,  but provides  additional  information for evaluating our ability to
meet  our  obligations.   Cash  flows  in  accordance  with  generally  accepted
accounting  principles  consist of cash flows from (1) operating,  (2) investing
and (3) financing  activities.  Cash flows from operating activities reflect net
income or loss, including charges for interest and income taxes not reflected in
EBITDA,  adjusted for (1) all  non-cash  charges or credits  including,  but not
limited to,  depreciation  and  amortization and (2) changes in operating assets
and liabilities, not reflected in EBITDA. Further, cash flows from investing and
financing  activities are not included in EBITDA. For information  regarding our
historical cash flows, you should refer to our  consolidated  statements of cash
flows included elsewhere herein. For a reconciliation of consolidated  EBITDA to
consolidated income before taxes and extraordinary  charges for 1999, you should
refer to Note 20 to our consolidated  financial  statements  included  elsewhere
herein.

Results of Operations

1999 Compared with 1998

Revenues

      Our revenues  increased  $38.9 million to $854.0  million in 1999 compared
with 1998. A discussion of the changes in revenues by segment is as follows:

      Premium  Beverages -- Premium  beverage  revenues  increased $39.5 million
      (6.5%) in 1999 compared with 1998. The increase, which relates entirely to
      sales of finished product, reflects higher volume and, to a lesser extent,
      higher average selling prices in 1999. The increase in volume  principally
      reflects (1) 1999 sales of Snapple Elements(TM), a new product platform of
      herbally  enhanced  drinks  introduced in April 1999, (2) increased  cases
      sold to retailers through Millrose  Distributors,  Inc., which we refer to
      as  Millrose,   a  New  Jersey   distributor  of  our  premium  beverages,
      principally  reflecting an increased  focus on our products as a result of
      our  ownership of this  distributor  since  February 26, 1999 (see further
      discussion of the Millrose  acquisition below under "Liquidity and Capital
      Resources"),  (3) higher sales of diet teas and other diet  beverages  and
      juice  drinks and (4) higher  sales of  Stewart's  products as a result of
      increased  distribution  in existing and new markets and the December 1998
      introduction  of Stewart's  grape soda. The higher average  selling prices
      principally  reflect  (1) the  effect of the  Millrose  acquisition  since
      February  26, 1999 whereby we sell  product at higher  prices  directly to
      retailers  compared  with sales at lower  prices to  distributors  such as
      Millrose and (2) selective price increases.

      Soft Drink Concentrates -- Soft drink concentrate  revenues decreased $3.8
      million (3.0%) in 1999 compared with 1998.  This decrease is  attributable
      to lower Royal Crown sales of (1)  concentrate  of $2.4 million,  or 1.9%,
      and (2)  finished  goods of $1.4  million,  or 100%,  which the soft drink
      concentrate  segment no longer sells. The decrease in Royal Crown sales of
      concentrate reflects a $7.8 million decline in branded sales primarily due
      to  lower  domestic  volume  reflecting   continued   competitive  pricing
      pressures (such pressures have lessened  somewhat  commencing in late 1999
      and continuing into the first quarter of 2000) experienced by our bottlers
      and lower  international  volume primarily due to the continued  depressed
      economic  conditions  experienced  in Russia which  commenced in August of
      1998,  partially offset by a $5.4 million volume increase in private label
      sales  reflecting a general  business  recovery  being  experienced by our
      private label customer.

      Restaurant  Franchising -- Restaurant  franchising revenues increased $3.2
      million (4.0%) in 1999 compared with 1998.  This increase  reflects higher
      royalty revenue and slightly higher franchise fee revenue. The increase in
      royalty  revenue  resulted  from an average  net  increase of 70, or 2.3%,
      franchised  restaurants  and  a  2.0%  increase  in  same-store  sales  of
      franchised restaurants.

Gross Profit

      Our  gross  profit  increased  $18.8  million  to $444.2  million  in 1999
compared  with 1998  principally  due to the effect of higher  sales  volumes as
discussed above. Our gross margins,  which we compute as gross profit divided by
total revenues,  were unchanged at 52%. A discussion of gross margins by segment
is as follows:

      Premium  Beverages -- Gross  margins were  unchanged in 1999 compared with
      1998 at 41%. The positive  effect on gross  margins from (1) the selective
      price increases  noted above,  (2) the effect of the higher selling prices
      resulting  from  the  Millrose  acquisition  and (3) the  effect  of lower
      freight  costs  was  fully  offset  by (1)  increased  packaging  and  raw
      materials costs and (2) increased warehousing fees and overhead.

      Soft Drink Concentrates -- Gross margins increased 1% to 77% in 1999. This
      increase  was due to (1) lower costs of the raw  materials  aspartame  and
      lemon oils used as a component in the manufacturing of concentrate and (2)
      the effects of changes in product mix whereby the  positive  effect of our
      no longer selling the  lowest-margin  finished goods in 1999 was partially
      offset by a shift in sales to private label  concentrate in 1999 which has
      a somewhat lower margin than branded concentrate.

      Restaurant  Franchising  -- Gross  margins  during  each  period  are 100%
      because  royalties and franchise fees constitute the total revenues of the
      segment and these are with no associated cost of sales.

Advertising, Selling and Distribution Expenses

      Our advertising,  selling and distribution expenses increased $3.6 million
to $201.5 million in 1999. A discussion of the changes in  advertising,  selling
and distribution expenses by segment is as follows:

      Premium  Beverages  --  Advertising,  selling  and  distribution  expenses
      increased  $8.8 million  (6.5%) to $145.6  million in 1999  compared  with
      1998.  This  increase was  principally  due to (1) an overall  increase in
      promotional spending principally  reflecting  expenditures  resulting from
      new product  introductions  and overall higher sales volume and (2) higher
      employee  compensation  and related  costs  reflecting  an increase in the
      number of sales and distribution employees.

      Soft Drink Concentrates -- Advertising,  selling and distribution expenses
      decreased  $4.4 million (7.6%) to $55.4 million in 1999 compared with 1998
      reflecting  continued lower bottler  promotional  reimbursements and other
      promotional  spending  resulting  from the decline in branded  concentrate
      sales volume.

      Restaurant  Franchising -- Advertising,  selling and distribution expenses
      decreased $0.8 million  (62.3%) to $0.5 million in 1999 compared with 1998
      reflecting a decrease in the provision for doubtful accounts primarily due
      to  nonrecurring  provisions  in 1998 because of  uncertainties  regarding
      collectibility  of  certain  foreign  royalty  revenues  relating  to  (1)
      franchise  operations  in  Mexico as a result of  litigation  with  Arby's
      Mexican  master  franchisee  which was  settled  in  October  1999 and (2)
      franchise  operations  in Indonesia as a result of the  political  turmoil
      occurring in that country in 1998 which abated in 1999.

General and Administrative Expenses

      Our general and  administrative  expenses  increased $1.7 million to $92.9
million in 1999.  A  discussion  of the  changes in general  and  administrative
expenses by segment,  exclusive of a $0.1 million increase in general  corporate
expenses to $0.1 million in 1999, is as follows:

      Premium Beverages -- General and  administrative  expenses  increased $4.5
      million  (11.7%) to $42.3 million in 1999  compared  with 1998  reflecting
      increases in compensation  and benefit costs primarily due to an increased
      number of employees.

      Soft Drink Concentrates -- General and  administrative  expenses decreased
      $1.3 million  (6.2%) to $17.9  million in 1999  compared  with 1998.  This
      decrease  reflects  lower  compensation  and  benefit  costs  due  to  a
      nonrecurring  provision  in  1998  of  $1.5  million  for  a  severance
      arrangement under the last of our 1993 employment agreements.

      Restaurant  Franchising -- General and  administrative  expenses decreased
      $1.6 million  (4.6%) to $32.6  million in 1999  compared  with 1998.  This
      decrease principally reflects a nonrecurring provision in 1998 of (1) $0.8
      million for the  settlement  of a lawsuit  with ZuZu,  Inc.,  an entity in
      which we had an investment and with whom we were developing  dual-branding
      strategies,  and (2) $1.7 million for the then anticipated settlement of a
      lawsuit with Arby's Mexican master franchisee which was ultimately settled
      in October  1999,  partially  offset by an  increase in  compensation  and
      benefit  costs due to higher  incentive  compensation  payments and salary
      increases.

Depreciation and Amortization, Excluding Amortization of Deferred Financing
   Costs

      Our  depreciation  and  amortization,  excluding  amortization of deferred
financing  costs,  decreased $0.7 million to $32.1 million in 1999. A discussion
of the changes in  depreciation  and  amortization,  excluding  amortization  of
deferred financing costs, by segment is as follows:

      Premium Beverages -- Depreciation and amortization, excluding amortization
      of  deferred  financing  costs,  increased  $1.2  million  (5.7%) to $22.9
      million in 1999 compared with 1998  principally  reflecting an increase in
      amortization  of  Goodwill  and  other  intangibles,  as a  result  of the
      Millrose acquisition.

      Soft  Drink  Concentrates  --  Depreciation  and  amortization,  excluding
      amortization of deferred  financing costs,  decreased $1.6 million (19.2%)
      to $7.0  million in 1999  primarily  due to the effect of $4.6  million of
      soft drink  vending  machines  purchased  by Royal  Crown in January  1998
      becoming fully  depreciated over periods beginning in the third quarter of
      1998 and continuing throughout 1999.

      Restaurant   Franchising  --  Depreciation  and   amortization   excluding
      amortization of deferred  financing costs,  decreased $0.3 million (13.4%)
      to  $2.2  million  in 1999  due  entirely  to the  nonrecurring  1998  (1)
      write-off  of  certain   franchise   rights  and  (2)  amortization  of  a
      non-compete agreement becoming fully amortized in 1998.

Capital Structure Reorganization Related Charge

     The capital structure reorganization related charge of $3.3 million in 1999
reflects  equitable  adjustments  that  were  made to the  terms of  outstanding
options  under a stock  option plan.  The option plan  provides for an equitable
adjustment of options in the event of a  recapitalization  or similar event. The
option prices were  equitably  adjusted in 1999 to adjust for the effects of net
distributions of $91.3 million,  principally consisting of transfers of cash and
deferred tax assets from Triarc  Beverage  Holdings to Triarc Parent,  partially
offset by the  effect  of the  contribution  of  Stewart's  to  Triarc  Beverage
Holdings  effective May 17, 1999. The exercise  prices of the options granted in
1997 and 1998 were  equitably  adjusted  from  $147.30  and  $191.00  per share,
respectively, to $107.05 and $138.83 per share, respectively, and a cash payment
of $51.34  and  $39.40 per  share,  respectively,  is due to the  option  holder
following  the  exercise  of the stock  options  and  either (1) the sale by the
option holder to us of shares of Triarc Beverage  Holdings common stock received
upon the exercise of the stock options or (2)  consummation of an initial public
offering of Triarc Beverage  Holdings.  Triarc Beverage  Holdings is responsible
for the cash payment to its employees  who are option  holders and Triarc Parent
is  responsible  for the cash payment to its  employees  who are option  holders
either  directly  or through  reimbursement  to Triarc  Beverage  Holdings.  The
capital  structure  reorganization  related  charge  of  $3.3  million  in  1999
represents  the vested  portion as of January 2, 2000 of the  aggregate  maximum
$4.1  million  cash  payments  to be  recognized  over the full  vesting  period
assuming all  remaining  outstanding  stock  options  either have vested or will
become vested,  net of credits for  forfeitures  of non-vested  stock options of
terminated employees. We expect to recognize additional pre-tax charges relating
to this equitable adjustment of $0.6 million in 2000 and $0.2 million in 2001 as
the affected  stock  options  continue to vest.  There was no similar  charge in
1998. No compensation  expense will be recognized for other changes in the terms
of the  outstanding  options  because the  modifications  to the options did not
create a new measurement date under the intrinsic value method of accounting.

Charges (Credit) Related to Post-Acquisition Transition, Integration and Changes
   to Business Strategies

      The 1999 credit related to  post-acquisition  transition,  integration and
changes to business  strategies  of $0.5  million  resulted  from changes in the
estimated  amount of the  additional  Snapple  reserves  for  doubtful  accounts
originally  provided  for as a component  of this  caption in 1997 as  discussed
below in the comparison of 1998 with 1997.

Facilities Relocation and Corporate Restructuring Charges (Credits)

      The 1999 facilities relocation and corporate restructuring credits of $0.5
million principally relate to severance and related termination costs associated
with  the  relocation  of  Royal  Crown's  corporate   headquarters  which  were
centralized with Triarc Beverage Holdings offices in White Plains,  New York and
the sale of all of our  company-owned  Arby's  restaurants,  both of which  took
place in 1997. Such credits  resulted from relatively  insignificant  changes to
the original estimates used in determining the related provisions for such items
in 1996 and 1997 which aggregated $14.9 million,  including $7.1 million in 1997
which is discussed below in the comparison of 1998 with 1997.

Interest Expense

      Interest  expense  increased  $16.4  million  to  $76.6  million  in  1999
reflecting  higher  average  levels of debt during 1999 due to increases  from a
first quarter 1999 debt  refinancing  and, to a lesser  extent,  higher  average
interest  rates  in the  1999  period.  Such  refinancing  consisted  of (1) the
issuance of $300.0 million of 10 1/4% senior subordinated notes due 2000 and (2)
$475.0 million borrowed under a senior bank credit facility and the repayment of
(1) $284.3 million under a former credit  facility of Triarc  Beverage  Holdings
and (2) $275.0 million of RC/Arby's 9 3/4% senior secured notes due 2000.

Gain (Loss) on Sale of Businesses, Net

      Gain (loss) on sale of businesses,  net consists of a loss of $0.5 million
in 1999  compared  with a gain of $5.0  million  in 1998.  This  change  of $5.5
million is primarily  due to (1) a $4.7 million  nonrecurring  gain in 1998 from
the May 1998 sale of our former 20% interest in Select Beverages, Inc. and (2) a
$0.9 million  reduction to the gain from the Select  Beverages  sale  recognized
during 1999 resulting  from a post-closing  adjustment to the sales price higher
than the adjustment originally estimated in determining the $4.7 million gain on
the sale  recorded in 1998.  The  post-closing  adjustment  was  determined as a
result of an arbitration hearing which commenced and concluded in 1999.

Other Income, Net

     Other  income,  net  increased  $1.5 million to $6.8 million in 1999.  This
increase was  principally  due to $1.6 million of higher interest income on cash
equivalents as a result of higher  invested cash during the period  February 25,
1999 to March 30, 1999 and the $1.2 million  nonrecurring  equity in the loss of
Select Beverages, Inc. in 1998. The higher investment in cash equivalents during
the period from  February 25, 1999 to March 30, 1999  represented  approximately
$380.0  million of proceeds  from the February 25, 1999 debt  refinancing  which
were not  utilized  until  March 30,  1999 when these  proceeds,  together  with
substantially all of the Company's other cash and cash equivalents then on hand,
were used to repay  $275.0  million of  borrowings  under the  RC/Arby's  9 3/4%
senior  notes,  together  with $12.1  million of related  accrued  interest  and
redemption premium,  and pay a $124.1 million distribution to Triarc Parent. Our
equity in the loss of Select Beverages  reflected our 20% ownership  through the
sale of such ownership in May 1998. These increases were partially offset by (1)
$0.8  million of lower rental  income due to the  effective  termination  of our
sublease  in early  1999 for an  office/warehouse  facility  and a  decrease  in
equipment leasing by Snapple and (2) a $0.7 million change in gains or losses on
sales of properties which aggregated a $0.2 million loss in 1999 compared with a
$0.5  million  gain in  1998.  We had  subleased  an  office/warehouse  facility
formerly  used by our soft drink  concentrate  segment until early 1999 when the
sublessee  assumed  the  underlying  lease  from us.  Snapple,  under  its prior
ownership by The Quaker Oats Company,  financed certain  equipment  purchases by
its co-packers, a program which is being phased-out under our ownership.

Provision for Income Taxes

      The provision for income taxes  represented  an effective  rate of 46% for
both 1999 and 1998. The 1999 effective tax rate reflected an increase due to the
greater impact of the  amortization of  non-deductible  Goodwill  resulting from
lower 1999 pre-tax income,  entirely due to higher net  non-operating  expenses,
that was fully  offset by the 1999  release of excess  income tax  reserves as a
result of the settlement of Internal  Revenue  Service  examinations  of our tax
returns for the tax years from 1989 to 1993.

Extraordinary Charges

      The extraordinary  charges in 1999 aggregating $11.8 million resulted from
the early  extinguishment  of  borrowings  under the former  credit  facility of
Triarc Beverage Holdings and the RC/Arby's 9 3/4% notes and consisted of (1) the
write-off  of  previously  unamortized  (a)  deferred  financing  costs of $10.8
million and (b) interest  rate cap  agreement  costs of $0.1 million and (2) the
payment of a $7.7 million redemption premium on the RC/Arby's 9 3/4% notes, less
income tax benefit of $6.8 million. There were no extraordinary charges in 1998.

1998 Compared with 1997

      We completed three significant transactions during 1997. First, on May 22,
1997 we acquired Snapple.  Second,  on November 25, 1997 we acquired  Stewart's.
Third, on May 5, 1997 we sold all of our company-owned Arby's restaurants.  As a
result, our 1998 results reflect for the entire period the results of operations
of  Snapple  and  Stewart's  but no results of  operations  attributable  to the
ownership of the sold restaurants. In contrast, 1997 results reflect the results
of operations of Snapple and Stewart's only from their dates of acquisition  and
reflect the results of  operations  attributable  to the  ownership  of the sold
restaurants through the date of sale.

      Because of the three  significant  transactions  referred  to above,  1998
results  and  1997  results  are not  comparable.  In  order  to  create  a more
meaningful  comparison of our results of operations between the two years, where
applicable we have adjusted for the effects of these transactions in the segment
discussions below.

Revenues

     Our revenues  increased  $118.9  million to $815.0 million in 1998 compared
with 1997.  This  increase  primarily  results from the inclusion of Snapple and
Stewart's  sales for all of 1998,  compared with inclusion for only a portion of
1997, which resulted in $191.9 million of additional  revenues.  These increases
were partially  offset by the absence during 1998 of sales  attributable  to the
ownership of the sold restaurants. These sales were $74.2 million from January 1
to May 5, 1997, less the effect of royalties from those  restaurants  during the
same  portion of the 1998  period of $3.2  million.  Without  the effects of the
acquisitions  of  Snapple  and  Stewart's  and  the  sale  of the  company-owned
restaurants,  our  revenues  declined  in 1998  by $2.0  million  from  1997.  A
discussion of the changes in revenues by segment is as follows:

      Premium  Beverages -- We have  adjusted our 1998 results by including  the
      results of Snapple and Stewart's  only for the same  calendar  period they
      were included during 1997. After giving effect to these  adjustments,  our
      premium beverage revenues  increased $10.8 million (2.6%) in 1998 compared
      with 1997.  The increase was due to an increase in sales of finished goods
      of $12.5 million partially offset by a decrease in sales of concentrate of
      $1.7  million,  which  the  premium  beverage  segment  sells  to only one
      international   customer.   The  increase  in  sales  of  finished   goods
      principally  reflects net higher volume of $18.9 million  primarily due to
      new product introductions as well as increases in sales of teas, diet teas
      and other diet beverages.  This increase was partially  offset by the $6.4
      million effect of lower average selling prices.  The lower average selling
      prices  were  principally  due to a change in  Snapple's  distribution  in
      Canada from a  company-owned  operation  with higher  selling prices to an
      independent distributor with lower selling prices.

      Soft  Drink  Concentrates -- Soft  drink  concentrate  revenues  decreased
      $22.0  million  (15.0%) in 1998  compared  with  1997.  This  decrease  is
      attributable  to lower sales of concentrate  of $15.5 million  (11.2%) and
      finished goods of $6.5 million (81.7%).  The decrease in Royal Crown sales
      of  concentrate  reflects (1) a $13.7  million  decline in branded  sales,
      primarily due to lower  domestic  volume  reflecting  competitive  pricing
      pressures  experienced  by our  bottlers  and  (2) a $1.8  million  volume
      decrease in private  label sales due  principally  to inventory  reduction
      programs of our private label  customer.  The domestic  volume  decline in
      branded  concentrate  sales  was  partially  offset  by the fact that as a
      result  of the sale in July  1997 of the C&C  beverage  line,  we now sell
      concentrate to the purchaser of the C&C beverage line rather than finished
      goods.  The  decrease  in  sales  of  finished  goods  of the  soft  drink
      concentrates  segment was  principally due to the sale of the C&C beverage
      line and therefore the absence in 1998 of sales of C&C finished product.

      Restaurants  -- We  have  adjusted  1997  results  to  exclude  net  sales
      attributable to the company-owned  restaurants which were sold and results
      for the  same  portion  of 1998  to  exclude  royalties  from  those  sold
      restaurants. After giving effect to these adjustments,  revenues increased
      $9.2 million (13.8%) due to higher royalty  revenue  reflecting (1) a 4.6%
      increase in average  royalty  rates due to the declining  significance  of
      older  franchise  agreements  with lower  rates,  (2) a 3.0%  increase  in
      same-store  sales of franchised  restaurants  and (3) a net increase of 47
      (1.6%)  franchised  restaurants,  which generally  experience  higher than
      average restaurant volumes.

Gross Profit

      Our  gross  profit  increased  $61.6  million  to $425.4  million  in 1998
compared with 1997. Gross profit increased $80.9 million due to the inclusion of
gross profit relating to Snapple and Stewart's  sales for all of 1998,  compared
with inclusion for only a portion of 1997. This increase was partially offset by
the  absence  during  1998  of  the  $15.0  million  in  1997  of  gross  profit
attributable to ownership of the sold restaurants less the incremental royalties
from those  sold  restaurants  during  that  portion of the 1998  period of $3.2
million.  Giving  effect to the  adjustments  described  above  relating  to the
acquisitions  of  Snapple  and  Stewart's  and  the  sale  of the  company-owned
restaurants,  our gross profit decreased $7.5 million.  This decrease  occurred,
despite the effect of higher  sales  volumes  discussed  above,  due to a slight
decrease in our aggregate gross margins, to 55% from 56%. This decrease in gross
margins is  principally  due to an overall  shift in revenue mix and lower gross
margins of the premium  beverage and soft drink  concentrate  segments,  both as
discussed in more detail below.  A discussion of the changes in gross margins by
segment, adjusted for the effects of the adjustments noted above, is as follows:

      Premium  Beverages -- Giving  effect to the  adjustments  described  above
      relating  to  the  Snapple  and  Stewart's  acquisitions,   gross  margins
      decreased to 40% during 1998 from 41% during  1997.  The decrease in gross
      margins was  principally due to the effects of (1) changes in product mix,
      (2) the aforementioned  change in Snapple's Canadian  distribution and (3)
      $3.3 million of increased provisions for obsolete inventory. The increased
      provisions for obsolete inventory  principally resulted from raw materials
      and finished goods inventories that passed their shelf lives and that were
      not timely used due to (1) difficulties  experienced as we transitioned to
      our new manufacturing  systems and (2) our overstocking some raw materials
      and finished  products in our attempt to minimize unfilled orders in order
      to improve  customer  satisfaction.  These  decreases  were  substantially
      offset by the  effects  of the  reduced  costs of certain  raw  materials,
      principally glass bottles and flavors, and lower freight costs in 1998.

      Soft Drink Concentrates -- Gross margins were unchanged at 77% during 1998
      and 1997.  The positive  effect of the shift during 1998 to  higher-margin
      concentrate sales from  lower-margin  finished goods was fully offset by a
      1997  nonrecurring  $1.1 million reduction to cost of sales resulting from
      the guarantee to us of certain minimum gross profit levels on sales to our
      private label  customer and lower private label gross  margins.  We had no
      similar guarantee of minimum gross profit levels in 1998.

      Restaurants -- After giving effect to the adjustments described above with
      respect to the restaurants  sold,  gross margins during each year are 100%
      because  royalties and franchise  fees,  with no associated cost of sales,
      now constitute the total revenues of the segment.

Advertising, Selling and Distribution Expenses

      Our advertising, selling and distribution expenses increased $14.7 million
to $197.9 million in 1998. A discussion of the changes in  advertising,  selling
and distribution expenses by segment is as follows:

      Premium  Beverages  --  Advertising,  selling  and  distribution  expenses
      increased  $35.7 million  (35.3%) to $136.8  million in 1998 compared with
      1997.  This  increase  principally  reflects the  inclusion of Snapple and
      Stewart's  for the full 1998 year  partially  offset by a decrease  in the
      expenses  of the premium  beverage  segment  exclusive  of the full period
      effect of Snapple and Stewart's principally due to less costly promotional
      programs.

      Soft Drink Concentrates -- Advertising,  selling and distribution expenses
      decreased  $13.2  million  (18.1%) to $59.8  million in 1998 compared with
      1997 principally due to lower bottler promotional reimbursements resulting
      from the decline in branded concentrate sales volume.

      Restaurants -- Advertising,  selling and distribution  expenses  decreased
      $7.8 million (86.5%) to $1.3 million  principally due to local  restaurant
      advertising  and  marketing   expenses  no  longer  needed  for  the  sold
      restaurants  which  commenced  in  1997  with  the  May  1997  sale of the
      restaurants and increased to its full effect in 1998,  partially offset by
      the  nonrecurring  provisions  in 1998 for doubtful  accounts  relating to
      certain foreign  royalty  revenues as discussed above in the comparison of
      1999 with 1998.

General and Administrative Expenses

      Our general and  administrative  expenses  increased $7.6 million to $91.2
million in 1998.  A  discussion  of the  changes in general  and  administrative
expenses by segment,  exclusive of a $0.1 million decrease in general  corporate
expenses, is as follows:

      Premium Beverages -- General and  administrative  expenses  increased $9.6
      million (34.0%) to $37.8 million in 1998 compared with 1997. This increase
      principally  reflects  the  inclusion of Snapple and Stewart's  operations
      for  all  of  1998,   partially  offset  by   nonrecurring  1997 costs  in
      connection  with the  integration  of the Snapple  business following its
      acquisition.

      Soft Drink Concentrates -- General and  administrative  expenses decreased
      $0.7 million  (3.5%) to $19.2  million in 1998  compared  with 1997.  This
      decrease  principally  reflects an overall cost savings resulting from the
      centralization  of  Royal  Crown's  corporate   headquarters  with  Triarc
      Beverage Holdings offices, partially offset by a provision in 1998 of $1.5
      million for a severance  arrangement  under the last of our 1993 executive
      employment agreements.

      Restaurants -- General and administrative  expenses decreased $1.2 million
      (3.2%)  to  $34.2  million  in 1998  compared  with  1997.  This  decrease
      principally reflects reduced costs for administrative support, principally
      payroll,  no longer  required  for the sold  restaurants  and  other  cost
      reduction measures as discussed above in the comparison of 1999 with 1998,
      partially  offset  by  provisions  in 1998  of (1)  $0.8  million  for the
      settlement  of a  lawsuit  with  ZuZu  and (2) $1.7  million  for the then
      anticipated settlement of a lawsuit with Arby's Mexican master franchisee.

Depreciation and Amortization, Excluding Amortization of Deferred Financing
  Costs

      Our  depreciation  and  amortization,  excluding  amortization of deferred
financing  costs,  increased $7.5 million to $32.8 million in 1998. A discussion
of the changes in  depreciation  and  amortization,  excluding  amortization  of
deferred financing costs, by segment is as follows:

      Premium Beverages -- Depreciation and amortization, excluding amortization
      of deferred  financing  costs,  increased  $5.4  million  (33.4%) to $21.7
      million in 1998 compared with 1997 principally reflecting the inclusion of
      Snapple and Stewart's for all of 1998.

      Soft  Drink  Concentrates  --  Depreciation  and  amortization,  excluding
      amortization of deferred  financing costs,  increased $2.3 million (36.3%)
      to $8.6 million in 1998 compared with 1997  primarily due to  depreciation
      expense on $4.6  million of vending  machines  purchased by Royal Crown in
      January 1998 which were depreciated over periods of up to two years.

      Restaurants -- Depreciation and  amortization,  excluding  amortization of
      deferred financing costs, decreased $0.2 million (6.2%) to $2.5 million in
      1998 compared with 1997.  This decrease is principally due to nonrecurring
      1997 amortization of $0.5 million of a non-compete  agreement which became
      fully amortized in February 1998,  partially  offset by the 1998 write-off
      of certain franchise rights.

Charges (Credit) Related to Post-Acquisition Transition, Integration and Changes
   to Business Strategies

      The   nonrecurring   charges  related  to   post-acquisition   transition,
integration  and changes to business  strategies  of $33.8  million in 1997 were
associated  with the  Snapple  acquisition  and, to a much  lesser  extent,  the
Stewart's acquisition. Those charges consisted of:

             (1) a $12.6  million  write-down  of glass front  vending  machines
       based on the  reduction  in our  estimate  of their  value to scrap value
       based on our plans for their future use,  resulting  from our decision to
       no longer sell the machines to our  distributors but to allow them to use
       the machines at locations chosen by them,

             (2) a $6.7  million  provision  for  additional  reserves for legal
       matters  based on our  change in Quaker  Oats'  estimate  of the  amounts
       required  reflecting  our plans and  estimates of costs to resolve  these
       matters,  because  we  had  decided to  attempt  to  quickly settle these
       matters in order to improve relationships with customers,

             (3) a $3.2 million  provision for additional  reserves for doubtful
       accounts  of Snapple  and the effect of the  Snapple  acquisition  on the
       collectibility of a receivable from our affiliate, MetBev, Inc., based on
       our change in estimate of the related  write-off to be incurred,  because
       we had decided not to actively seek to collect certain  balances in order
       to improve relationships with customers,

             (4) a $2.8 million  provision  for fees paid to Quaker Oats under a
       transition  services  agreement  whereby  Quaker  Oats  provided  certain
       operating and accounting services for Snapple through the end of our 1997
       second  quarter  while  we  transitioned  the  records,   operations  and
       management to our systems,

             (5)  the  $2.5  million  portion  of  the  post-acquisition  period
       promotional  expenses we  estimated  was  related to the  pre-acquisition
       period as a result of our then current operating expectations, because we
       had decided not to pursue many questionable  claimed  promotional credits
       in order to improve relationships with customers,

             (6) a $4.0 million  provision for certain costs in connection  with
       the  successful  completion  of the  acquisition  of  Snapple  and Mistic
       refinancing  in connection  with  entering into a credit  facility at the
       time of the  Snapple  acquisition,  because  we had paid a fee to  Triarc
       Parent in order to compensate  Triarc  Parent for its recurring  indirect
       costs  incurred  while  providing   assistance  in   consummating   these
       transactions,

             (7) a $1.6 million provision for costs, principally for independent
       consultants,   incurred   in   connection   with  the   data   processing
       implementation  of the accounting  systems for Snapple,  including  costs
       incurred  relating to an  alternative  system  that was not  implemented.
       Under  Quaker  Oats,  Snapple  did  not  have  its own  independent  data
       processing accounting systems, and

             (8) a $0.4 million acquisition related sign-on bonus.

       You  should  read  Note  11  to  the  consolidated  financial  statements
appearing elsewhere herein where additional  disclosures relating to the charges
related to  post-acquisition  transition,  integration  and  changes to business
strategies are provided.

Facilities Relocation and Corporate Restructuring Charges (Credits)

       The  nonrecurring   facilities  relocation  and  corporate  restructuring
charges of $7.1  million in 1997  principally  consisted  of (1) $5.6 million of
employee severance and related  termination costs and employee  relocation costs
associated with restructuring the restaurant segment in connection with the sale
of company- owned  restaurants,  (2) $1.2 million of costs  associated  with the
relocation  of Royal  Crown's  corporate  headquarters  and (3) to a much lesser
extent,  $0.3 million for the  write-off of the remaining  unamortized  costs of
certain  beverage  distribution  rights  reacquired in prior years and no longer
being utilized by us.

       By  disposing  of the  company-owned  restaurants  and focusing on solely
being  a  franchisor  of  restaurants,  we  anticipated  that we  would  realize
operating profit improvements. We anticipated that the relocation of Royal Crown
would result in (1) improved operating results through cost savings by combining
certain  corporate  functions  with those of Triarc  Beverage  Holdings  and (2)
improved  operations by sharing the experienced senior management team of Triarc
Beverage Holdings.

       You  should  read  Note  12  to  the  consolidated  financial  statements
appearing  elsewhere  herein where additional  disclosures  relative to the 1997
facilities relocation and corporate restructuring charges are provided.

Interest Expense

       Interest  expense  increased $2.2 million to $60.2 million for 1998. This
increase  reflects  the  effect  of  higher  average  levels  of debt due to the
inclusion of borrowings by Snapple in connection  with its  acquisition  ($213.3
million  outstanding  as of  January  3,  1999) for all of 1998,  compared  with
inclusion for only a portion of 1997. This increase was partially  offset by (1)
the  elimination  of interest on $69.6 million of mortgage and  equipment  notes
payable and capitalized lease  obligations  assumed by the purchaser of the sold
restaurants for all of 1998, compared with the elimination for only a portion of
1997 and (2) to a lesser extent, the reduction of outstanding principal balances
aggregating  $29.7 million under notes payable to Triarc Parent for all of 1998,
compared with the elimination for only a portion of 1997,  forgiven or repaid in
connection with the sale of the restaurants.

Gain (Loss) on Sale of Businesses, Net

       Gain (loss) on sale of businesses, net consists of a gain of $5.0 million
in 1998  compared  with a loss of $3.5  million  in 1997.  This  change  of $8.5
million is  primarily  due to (1) a $4.7  million gain from the May 1998 sale of
our 20% interest in Select Beverages and (2) a $4.1 million nonrecurring loss in
1997 from the May 1997 sale of company-owned restaurants.

Other Income, Net

       Other  income,  net  decreased  $0.2  million  to  $5.3  million  in 1998
principally  due to (1) a reduction  of $2.1 million in our equity in the income
or losses of Select  Beverages to a loss of $1.2 million in 1998  compared  with
income of $0.9 million in 1997 and (2) a nonrecurring  $0.9 million gain in 1997
on lease  termination  for a  portion  of the space no  longer  required  in the
current  headquarters of the restaurant  group and former  headquarters of Royal
Crown  due to staff  reductions  as a  result  of the  restaurants  sale and the
relocation of the Royal Crown headquarters.  These effects were partially offset
by $1.2  million of higher  interest  income on cash  equivalents  due to higher
average  amounts of cash  equivalents  in 1998  reflecting  1998 cash flows from
operations and by $1.0 million of the full period effect of Snapple,  other than
equity in the  earnings  or  losses  of  investees,  consisting  principally  of
increased interest income and rental income.

Income Taxes

       The provision for income taxes in 1998  represented  an effective rate of
46% and the benefit from income taxes in 1997  represented  an effective rate of
21%. The effective rate is higher in the 1998 period  principally due to (1) the
differing   impact  on  the  respective   effective  income  tax  rates  of  the
amortization of  non-deductible  Goodwill in a period with pre-tax income (1998)
compared with a period with a pre-tax loss (1997) and (2) the  differing  impact
of the mix of pre-tax loss or income among the  consolidated  entities  since we
file state tax returns on an individual company basis.

Extraordinary Charges

       The 1997  nonrecurring  extraordinary  charges  aggregating  $3.0 million
resulted  from the  early  assumption  or  extinguishment  of (1)  mortgage  and
equipment  notes payable  assumed by the buyer in the  restaurants  sale and (2)
obligations under Mistic's former credit facility  refinanced in connection with
the  financing  of the Snapple  acquisition.  These  extraordinary  charges were
comprised of the  write-off of $4.9 million of previously  unamortized  deferred
financing costs less the related income tax benefit of $1.9 million.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows From Operations

       Our consolidated operating activities provided cash and cash equivalents,
which we refer to in this  discussion  as cash,  of $57.6  million  during  1999
principally  reflecting (1) net income of $13.7 million and (2) non-cash charges
of $70.9 million,  principally depreciation and amortization of $36.5 million, a
provision  for  deferred  income  taxes of $17.8  million and the  write-off  of
unamortized  deferred  financing  costs and interest rate cap agreement costs of
$10.9 million  relating to the  refinancing  transactions  described  below both
partially  offset by cash used by changes in operating assets and liabilities of
$26.9 million.

       The cash used by changes in  operating  assets and  liabilities  of $26.9
million  principally  reflects  increases in  receivables  of $12.8  million and
inventories of $12.1 million. The increase in receivables was principally due to
increased  premium  beverage sales in December 1999 compared with December 1998.
The increase in  inventories  was  primarily due to the recent  introduction  of
several new premium  beverage  product  lines and the  build-up of our  beverage
inventories  in late December  1999 to mitigate the effects of temporary  supply
disruptions which might have occurred if some of our suppliers' computer systems
were not year 2000 compliant.  Accounts payable which decreased $1.6 million did
not  increase  in  proportion  with the late  December  1999  inventory  buildup
primarily  due to  accelerated  payments to suppliers in December  1999 compared
with December 1998.

       We expect continued positive cash flows from operations during 2000.

Working Capital and Capitalization

       Working  capital,  which equals current assets less current  liabilities,
was $31.7 million at January 2, 2000,  reflecting a current ratio,  which equals
current assets divided by current  liabilities,  of 1.2:1.  Our working  capital
decreased  $21.7  million from January 3, 1999  principally  reflecting  the net
effects of the February 25, 1999 refinancing and related transactions  discussed
below,  most  significantly the $55.3 million of amounts,  including  dividends,
distributed  to Triarc Parent which came from our cash and cash  equivalents  on
hand partially offset by (1) related  reductions of amounts due to Triarc Parent
and accrued interest on the  extinguished  debt and (2) acquired working capital
of Millrose,  all in connection with the  refinancing and related  transactions.
Cash and other working capital provided by operations  during 1999 subsequent to
the  refinancing and related  transactions  was offset by an increase in current
portion of long-term  debt,  principally as a result of the $28.3 million excess
cash flow prepayment  required under the credit  agreement,  and a $15.9 million
net use of working capital for the  acquisition of Snapple  Distributors of Long
Island, Inc., both discussed below.

     Our  capitalization at January 2, 2000 aggregated $604.9 million consisting
of $778.8 million of long- term debt,  including  current  portion,  less $173.9
million of member's  deficit.  Our total  capitalization  decreased $8.7 million
from January 3, 1999  reflecting  an increase in our member's  deficit of $129.2
million,  or $218.0  million before the capital  contribution  of the redeemable
preferred  stock of  Triarc  Beverage  Holdings  to us by Triarc  Parent  with a
carrying  value of $88.8 million as of the  contribution  date,  both  partially
offset by a $208.1  million  increase  in our  long-term  debt.  The  redeemable
preferred stock with a carrying value of $87.6 million as of January 3, 1999 was
included  in  our  total  capitalization  as of  that  date  but  eliminated  in
consolidation  as of  January  2,  2000 as a result of its  contribution  to us.
Accordingly,  the  reduction of our member's  deficit as a result of the capital
contribution  of the redeemable  preferred  stock discussed above is essentially
offset by the elimination of the redeemable  preferred stock in consolidation in
1999.  The increase in member's  deficit  before this capital  contribution  was
primarily due to (1) dividends of $209.7 million,  including a non-cash dividend
of $5.0 million, in connection with the refinancing transactions discussed below
and (2) the  non-cash  transfer of $32.7  million of our  deferred tax assets to
Triarc Parent also as discussed  below.  These factors were partially  offset by
(1) $12.0 million of capital  contributions other than the redeemable  preferred
stock  contributed  to us by Triarc  Parent  consisting  of (a) $7.8  million of
certain  amounts  otherwise  due to Triarc  Parent,  (b) $2.4  million of Triarc
Parent's minority  interests in two of our restaurant  subsidiaries and (c) $1.8
million  of  financing  costs  Triarc  Parent  had  incurred  on our  behalf  in
connection  with  the  refinancing  transactions  and (2) net  income  of  $13.7
million. The increase in our long-term debt is discussed immediately below.

Refinancing Transactions

     On February 25, 1999 Triarc  Consumer  Products  Group and Triarc  Beverage
Holdings issued $300.0 million  principal amount of 10 1/4% senior  subordinated
notes due 2009 and  concurrently  Snapple,  Mistic,  Stewart's,  Royal Crown and
RC/Arby's entered into a $535.0 million senior bank credit facility.  The credit
facility  consists of a $475.0 million term facility,  all of which was borrowed
as three  classes  of term  loans on  February  25,  1999,  and a $60.0  million
revolving  credit  facility which  provides for  borrowings by Snapple,  Mistic,
Stewart's,  Royal Crown or RC/Arby's. They may make revolving loan borrowings of
up to 80% of eligible  accounts  receivable  plus 50% of  eligible  inventories.
There were no  borrowings  of revolving  loans in 1999. At January 2, 2000 there
was $51.1 million of borrowing availability under the revolving credit facility.

     We used the  proceeds  of the  borrowings  under the 10 1/4%  notes and the
credit facility to (1) repay on February 25, 1999 the $284.3 million outstanding
principal  amount of term loans under a former beverage credit facility  entered
into by Snapple, Mistic, Triarc Beverage Holdings and Stewart's and $1.5 million
of related accrued interest,  (2) redeem on March 30, 1999 the $275.0 million of
borrowings under the RC/Arby's 9 3/4% senior secured notes due 2000 and pay $4.4
million of related accrued interest and $7.7 million of redemption premium,  (3)
acquire  Millrose,  which prior to the  transaction  acquired  certain assets of
Mid-State  Beverages,  Inc.,  for  $17.5  million,  including  expenses  of $0.2
million,  (4) pay fees and expenses of $28.7 million,  including $4.3 million of
post-closing fees and expenses paid principally through Triarc Parent,  relating
to the  issuance  of the 10 1/4%  notes  and the  completion  of the new  credit
facility and (5) pay one-time  distributions  to Triarc Parent of $215.5 million
of the remaining net proceeds from the above borrowings and $55.3 million of our
cash and cash equivalents then on hand in excess of approximately  $2.0 million,
which we retained for working capital  purposes.  The one-time  distributions to
Triarc Parent included (1) cash dividends of $204.7  million,  (2) the repayment
of $7.5  million  of  intercompany  amounts  due to  Triarc  Parent  and (3) the
reimbursement  of $3.3  million of the fees and  expenses  paid  through  Triarc
Parent.  An  additional  $1.8  million of fees and  expenses  was paid by Triarc
Parent on our behalf and transferred to us as a capital contribution.

     The 10 1/4% notes  mature in 2009 and do not  require any  amortization  of
principal  prior  to  2009.  Any  revolving  loans  will be due in full in 2005.
Scheduled  maturities  of the term loans in 2000 are $7.9  million and  increase
annually  through  2006 with a final  payment in 2007.  In addition to scheduled
maturities  of the term loans,  we are also  required to make  mandatory  annual
prepayments in an amount, if any,  currently equal to 75% of excess cash flow as
defined in the credit agreement. Such mandatory prepayments will be applied on a
pro rata  basis  to the  remaining  outstanding  balances  of each of the  three
classes of the term loans except that any lender that has term B or term C loans
outstanding  may elect not to have its pro rata share of such loans repaid.  Any
amount  prepaid  and not  applied to term B loans or term C loans as a result of
such election would be applied first to the outstanding balance of term A loans,
$43.3 million  outstanding as of January 2, 2000, and second to any  outstanding
balance of revolving  loans,  with any remaining amount being returned to us. In
connection therewith,  a $28.3 million prepayment will be required in the second
quarter of 2000 in respect of the year ended January 2, 2000. After  considering
the $28.3  million  prepayment  and assuming the lenders  under the term B and C
loans accept  their pro rata share of such  prepayment,  our payments  under the
term loans in 2000 will  aggregate  $36.2  million,  including  the $7.9 million
scheduled  maturities.  Under  the  credit  agreement,  we  can  make  voluntary
prepayments  of  the  term  loans  although  we  have  not  made  any  voluntary
prepayments as of March 10, 2000. However,  if we make voluntary  prepayments of
term  B and  term  C  loans,  which  have  $124.1  million  and  $302.7  million
outstanding  as of January 2, 2000, we will incur  prepayment  penalties of 1.0%
and 1.5%,  respectively,  of any future  amounts  of those  term  loans  prepaid
through February 25, 2001.

Other Debt Agreements

     We have a note payable to a beverage co-packer in an outstanding  principal
amount of $3.4 million as of January 2, 2000 due in 2000.

     Our long-term debt repayments during 2000 are expected to be $41.9 million,
including  $36.2 million under the term loans  discussed  above and $3.4 million
under the note payable to a beverage co-packer also discussed above.

Debt Agreement Restrictions and Guarantees

     Under the credit facility  substantially all of our assets, other than cash
and cash  equivalents,  are pledged as security.  In addition,  our  obligations
relating to (1) the 10 1/4% notes are guaranteed by Snapple, Mistic,  Stewart's,
Arby's, Royal Crown and RC/Arby's and all of their domestic subsidiaries and (2)
the credit  facility are guaranteed by Triarc Consumer  Products  Group,  Triarc
Beverage Holdings and substantially all of the domestic subsidiaries of Snapple,
Mistic,  Stewart's,  Arby's,  Royal Crown and  RC/Arby's.  As collateral for the
guarantees under the new credit facility,  all of the stock of Snapple,  Mistic,
Stewart's,  Arby's,  Royal  Crown  and  RC/Arby's  and  all  of  their  domestic
subsidiaries  and  65% of the  stock  of each of  their  directly-owned  foreign
subsidiaries  is pledged.  The  guarantees  under the 10 1/4% notes are full and
unconditional, are on a joint and several basis and are unsecured.

     Our debt agreements  contain various  covenants which (1) require  periodic
financial  reporting,  (2) require meeting financial amount and ratio tests, (3)
limit,  among  other  matters,  (a)  the  incurrence  of  indebtedness,  (b) the
retirement of debt prior to maturity,  with  exceptions,  (c)  investments,  (d)
asset  dispositions  and (e)  affiliate  transactions  other  than in the normal
course of business, and (4) restrict the payment of dividends, loans or advances
to Triarc Parent. Under the most restrictive of these covenants,  we can not pay
any  dividends  or make any loans or  advances to Triarc  Parent  other than the
one-time distributions, including dividends, paid to Triarc Parent in connection
with  the  refinancing  transactions.  We were in  compliance  with all of these
covenants as of January 2, 2000.

     Arby's remains contingently responsible for operating and capitalized lease
payments  assumed by the purchaser in connection  with the  restaurants  sale of
approximately  $117.0  million as of May 1997 when the Arby's  restaurants  were
sold and $89.0  million as of January 2, 2000,  assuming  the  purchaser  of the
Arby's  restaurants  has made all scheduled  payments  through that date, if the
purchaser does not make the required lease payments.  Further, Triarc Parent has
guaranteed   mortgage  notes  and  equipment  notes  payable  to  FFCA  Mortgage
Corporation  assumed by the purchaser in connection with the restaurants sale of
$54.7 million as of May 1997 and $49.0  million as of January 2, 2000,  assuming
the  purchaser  of the  Arby's  restaurants  has made all  scheduled  repayments
through that date. In addition,  a subsidiary  of ours is a co-obligor  with the
purchaser of the Arby's  restaurants  under a loan,  the repayments of which are
being made by the purchaser,  with an aggregate principal amount of $0.6 million
as of May 5, 1997 and January 2, 2000.  This loan has been  guaranteed by Triarc
Parent.

Capital Expenditures

     Capital  expenditures  amounted to $8.5 million during 1999. We expect that
cash capital  expenditures  will  approximate  $10.0  million for 2000 for which
there were $1.5 million of  outstanding  commitments  as of January 2, 2000. Our
planned capital  expenditures  include  approximately $5.0 million for a premium
beverage packing line at one of our company-owned distributors.

Acquisitions

     In February 1999 we acquired Millrose for $17.5 million as discussed above.
On January 2, 2000 we acquired  Snapple  Distributors  of Long  Island,  Inc., a
distributor of Snapple and Stewart's products on Long Island, New York, for cash
of $16.8 million,  including expenses,  subject to post-closing adjustments.  We
also entered into a three-year  non-compete  agreement with the sellers for $2.0
million payable ratably over a ten-year period.  On March 31, 2000 Triarc Parent
acquired certain assets, principally distribution rights, of California Beverage
Company,  a distributor of our premium beverage  products in the City and County
of San  Francisco,  California,  for cash of $1.6  million,  plus  expenses  and
subject to  post-closing  adjustment.  Triarc Parent in turn  contributed  those
assets of  California  Beverage to us. To further our growth  strategy,  we will
consider additional  selective business  acquisitions,  as appropriate,  to grow
strategically  and explore other  alternatives  to the extent we have  available
resources to do so.

Income Taxes

     We are  included in the  consolidated  Federal  income tax return of Triarc
Parent.  Pursuant to former tax- sharing  agreements  between  Triarc Parent and
each of Triarc  Beverage  Holdings  (including  Stewart's  effective  August 15,
1998), RC/Arby's and Stewart's (through August 15, 1998) through January 3, 1999
and a revised  tax-sharing  agreement  between Triarc Parent and Triarc Consumer
Products  Group  effective  January 4, 1999,  the Company was required to pay to
Triarc  Parent  amounts  relating to Federal  income  taxes based on its taxable
income and the taxable income of its  subsidiaries on a stand-alone  basis.  The
revised tax-sharing agreement provides that we would continue to receive benefit
for  deferred  tax  assets  aggregating  $39.5  million  as of  January  3, 1999
associated  with then existing  Federal net  operating  loss  carryforwards  and
excess  Federal  income  tax  payments  made  in  accordance   with  the  former
tax-sharing  agreement.  However,  Triarc  Parent  has the  right to  cause  the
effective transfer of any unutilized benefits from us to Triarc Parent, but only
to the extent any such  transfer  would not  result in  non-compliance  with the
minimum net worth covenant of the credit agreement.  During 1999 we generated an
additional  $6.3  million  of such  benefits  as a result  of the  extraordinary
charges from the early  extinguishment  of obligations under the former beverage
credit  facility  and  the 9 3/4%  senior  notes  as  part  of  the  refinancing
transactions  previously  discussed.  In accordance with the revised tax-sharing
agreement,  during 1999 we  utilized  $13.1  million of such  benefits to offset
income  taxes  otherwise  payable on our  pre-tax  income  before  extraordinary
charges  and  transferred  the  remaining  $32.7  million of such  deferred  tax
benefits to Triarc  Parent as if such transfer  were a  distribution  from us to
Triarc Parent.  In accordance  therewith,  we recorded a charge to  "Accumulated
deficit" and a credit to "Deferred income taxes" of $32.7 million.  Accordingly,
we did not make any  tax-sharing  payments to Triarc  Parent  during 1999. As of
January 2, 2000, we no longer have any net operating loss carryforward  benefits
available to us under the revised tax-sharing agreement.

     The  Federal  income  tax  returns of Triarc  Parent and its  subsidiaries,
including RC/Arby's,  have been examined by the Internal Revenue Service for the
tax years from 1989 through 1992. Triarc Parent has resolved all issues with the
Internal Revenue Service  regarding such audit. The Internal Revenue Service has
tentatively  completed  its  examination  of the  Federal  income tax returns of
Triarc  Parent and its  subsidiaries,  including  RC/Arby's,  for the year ended
April 30, 1993 and transition period ended December 31, 1993. In connection with
these 1993  examinations  and subject to final  processing  and  approval by the
Internal  Revenue  Service,  Triarc  Parent has  received  notices  of  proposed
adjustments, of which $0.7 million would increase the taxable income relating to
RC/Arby's,  resulting in additional  taxes and accrued  interest payable of $0.4
million under our tax-sharing agreement with Triarc Parent.

Cash Requirements

     As of  January  2,  2000,  our  consolidated  cash  requirements  for 2000,
exclusive of operating cash flow requirements which include tax-sharing payments
to Triarc Parent as discussed above,  consist  principally of (1) debt principal
repayments  aggregating $41.9 million, (2) capital expenditures of approximately
$10.0 million and (3) the cost of additional business  acquisitions,  if any. We
anticipate meeting all of these requirements  through (1) existing cash and cash
equivalents  of $60.2  million  as of  January  2,  2000,  (2) cash  flows  from
operations  and/or (3) the $51.1 million of  availability  as of January 2, 2000
under our $60.0 million revolving credit facility.

Triarc Consumer Products Group

     Triarc Consumer  Products Group is a holding company whose primary asset is
a $300.0 million  unsecured  promissory  note  receivable  from its  subsidiary,
RC/Arby's,  and whose primary liability consists of the $300.0 million principal
amount of 10 1/4% notes. The RC/Arby's note has a stated interest rate of 10.33%
and is due in 2009.

     Triarc Consumer  Product Group's  subsidiaries  are currently unable to pay
any  dividends  or make any  additional  loans or  advances  to Triarc  Consumer
Products Group under the terms of the credit facility  described above except to
enable Triarc  Consumer  Products  Group to make interest  payments under the 10
1/4% notes and to pay up to $0.2 million of general corporate expenses per year.
Triarc Consumer  Products Group's cash requirements for 2000 consist of interest
payments under the 10 1/4% notes and, to a much lesser extent, general corporate
expenses. The interest payments under the 10 1/4% notes are due semi-annually in
February and August.  The February 2000  interest  payment  included  additional
interest of 1/2% for the period from August 24, 1999  through  January 28, 2000,
the date on which an exchange offer was completed  which  collectively  with the
registration  of the 10 1/4% notes with the Securities  and Exchange  Commission
allowed  the 10 1/4%  notes to be  publicly  traded.  Triarc  Consumer  Products
expects to meet its cash requirements through interest received in February 2000
and to be received in August 2000 on the RC/Arby's note and a dividend  received
from RC/Arby's in the amount of the additional 1/2% interest paid on the 10 1/4%
notes in February 2000.

Legal and Environmental Matters

     We are involved in litigation,  claims and environmental matters incidental
to our businesses.  We have reserves for legal and environmental matters of $1.9
million as of January 2, 2000.  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  and  given our
reserves, we do not believe that these legal and environmental matters will have
a material adverse effect on our consolidated  financial  position or results of
operations.

Year 2000

     We  completed a study of our  functional  application  systems to determine
their compliance with year 2000 issues and, to the extent of  noncompliance,  we
had performed the required  remediation  and testing  before January 1, 2000. We
incurred an aggregate $1.0 million of costs  primarily in 1998 and 1999 in order
to become year 2000 compliant,  including  computer  software and hardware costs
and related  consulting  costs,  of which $0.5 million was  capitalized and $0.5
million was expensed.

     An  assessment  of the  readiness  of year 2000  compliance  of third party
entities  with  which  we have  relationships,  such as our  suppliers,  banking
institutions, customers, payroll processors and others was also completed to the
extent possible prior to January 1, 2000, indicating no significant problems.

     We have  encountered no significant  year 2000 compliance  related problems
either internally or with third party entities since January 1, 2000.

Inflation and Changing Prices

     Management  believes that  inflation  did not have a significant  effect on
gross  margins  during 1997,  1998 and 1999,  since  inflation  rates  generally
remained at  relatively  low levels.  Historically,  we have been  successful in
dealing with the impact of inflation to varying  degrees within the  limitations
of  the  competitive  environment  of  each  segment  of  our  business.  In the
restaurant franchising segment in particular, the impact of any future inflation
should be limited since our restaurant  operations are  exclusively  franchising
following the 1997 sale of all company-owned restaurants.

Seasonality

       Our beverage and restaurant  franchising  businesses are seasonal. In our
beverage  businesses,  the highest  revenues occur during the spring and summer,
between April and September.  Accordingly, our second and third quarters reflect
the highest  revenues and our first and fourth quarters have lower revenues from
the beverage  businesses.  The royalty  revenues of our  restaurant  franchising
business are  somewhat  higher in our fourth  quarter and somewhat  lower in our
first  quarter.  Accordingly,  consolidated  revenues will  generally be highest
during  the  second  and third  fiscal  quarters  of each  year.  Our EBITDA and
operating profit are also highest during the second and third fiscal quarters of
each year and lowest in the first fiscal quarter.  This principally results from
the higher  beverage  revenues  in the second and third  fiscal  quarters  while
general and administrative expenses and depreciation and amortization, excluding
amortization of deferred financing costs, are generally recorded ratably in each
quarter either as incurred or allocated to quarters  based on time expired.  Our
first fiscal  quarter  EBITDA and  operating  profit have also been lower due to
advertising  production costs which typically are higher in the first quarter in
anticipation of the peak spring and summer beverage selling season and which are
recorded the first time the related advertising takes place.

Recently Issued Accounting Pronouncements

     In June 1998 the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards No. 133 "Accounting for Derivative  Instruments
and Hedging Activities." Statement 133 provides a comprehensive standard for the
recognition and measurement of derivatives and hedging activities.  The standard
requires  all  derivatives  be recorded  on the balance  sheet at fair value and
establishes  special  accounting  for  three  types of  hedges.  The  accounting
treatment  for each of these  three  types of hedges is unique  but  results  in
including the offsetting  changes in fair values or cash flows of both the hedge
and hedged item in results of  operations  in the same  period.  Changes in fair
value of derivatives that do not meet the criteria of one of the  aforementioned
categories  of hedges are included in results of  operations.  Statement  133 is
effective for our fiscal year beginning January 1, 2001, as amended by Statement
of  Financial  Accounting  Standards  No. 137 which defers the  effective  date.
Although  we have  not yet  completed  the  process  of  identifying  all of our
derivative  instruments  that fall within the scope of Statement 133, we are not
currently  aware of having any  significant  derivatives  within such scope.  We
historically  have not had transactions to which hedge  accounting  applied and,
accordingly, the more restrictive criteria for hedge accounting in Statement 133
should  have no effect on our  consolidated  financial  position  or  results of
operations. However, the provisions of Statement 133 are complex and we are just
beginning our  evaluation of the  implementation  requirements  of Statement 133
and,  accordingly,  are unable to determine at this time the impact it will have
on our consolidated financial position and results of operations.


<PAGE>


Item 7A. Quantitative and Qualitative Disclosures about Market Risk

     We are exposed to the impact of interest  rate changes and to a much 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  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.  To achieve our
objectives,  we assess the relative  proportions  of our debt under fixed versus
variable  rates.  We generally use purchased  interest rate caps on a portion of
our variable-rate debt to limit our exposure to increases in short-term interest
rates.  These cap  agreements  usually are at  significantly  higher than market
interest  rates  prevailing at the time the cap  agreements are entered into and
are  intended  to protect  against  very  significant  increases  in  short-term
interest  rates.  As of January 3, 1999 we had one interest  rate cap  agreement
related to interest on  one-half  of our  variable-rate  term loans under a then
existing  $380.0  million  credit  facility  which  provided for a cap which was
approximately  3% higher than the  prevailing  interest rate at that time. As of
January 2, 2000 we had one interest rate cap  agreement  relating to interest on
one-half of our variable-rate term loans under our current $535.0 million senior
bank credit facility which provides for a cap which was  approximately 2% higher
than the prevailing interest rate at that time.

Foreign Currency Risk

     Our objective in managing our exposure to foreign currency  fluctuations is
also to limit the impact of such  fluctuations  on earnings  and cash flows.  We
have a relatively  limited  amount of exposure to (1) export sales  revenues and
related  receivables  denominated in foreign  currencies and (2)  investments in
foreign  subsidiaries  which are subject to foreign currency  fluctuations.  Our
primary  export sales  exposures  relate to sales in Canada,  the  Caribbean and
Europe.  We monitor these exposures and periodically  determine our need for use
of  strategies  intended to lessen or limit our exposure to these  fluctuations.
However, foreign export sales and foreign operations for the years ended January
3, 1999 and  January  2, 2000  represented  only 5.7% and 4.7% of our  revenues,
respectively,  and an immediate 10% change in foreign  currency  exchange  rates
versus the United States dollar from their levels at January 3, 1999 and January
2, 2000  would not have had a  material  effect  on our  consolidated  financial
position  or results of  operations.  At the present  time,  we do not hedge our
foreign currency exposures as we do not believe this exposure to be material.

Overall Market Risk

     With regard to overall  market risk, we attempt to mitigate our exposure to
such risks by assessing the relative  proportion of our  investments in cash and
cash equivalents and the relatively stable and risk-minimized  returns available
on such investments. At January 3, 1999 and January 2, 2000, our excess cash was
primarily  invested in  commercial  paper with  maturities  of less than 90 days
and/or money market funds which, due to their short-term  nature,  minimizes our
overall market risk.

Sensitivity Analysis

     All of our market risk sensitive  instruments are 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 January  3, 1999 and  January  2, 2000 for which an  immediate  adverse
market movement represents 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.

     The following  table reflects the estimated  effects on the market value of
our financial  instruments  as of January 3, 1999 and January 2, 2000 based upon
assumed immediate adverse effects as noted below (in thousands):

                                  January 3, 1999            January 2, 2000
                             ------------------------   -----------------------
                              Carrying     Interest      Carrying    Interest
                                Value      Rate Risk       Value     Rate Risk
                                -----      ---------       -----     ---------
Cash equivalents.............$    66,422  $     --      $   49,520  $     --
Long-term debt...............    570,655     (2,843)       778,760     (3,748)


     The cash  equivalents  are  short-term  in nature  with a maturity of three
months or less when  acquired  and, as such,  a change in interest  rates of one
percentage  point would not have a material impact on our financial  position or
results of operations.

     The  sensitivity  analysis  of  long-term  debt  assumes  an  instantaneous
increase in market  interest rates of one percentage  point from their levels at
January 3, 1999 and January 2, 2000, with all other variables held constant. The
increase  of one  percentage  point  with  respect  to our  long-term  debt  (1)
represents  an assumed  average 11% decline in earnings as the weighted  average
interest rate of our  variable-rate  debt at January 3, 1999 and January 2, 2000
approximated 9% and (2) relates only to our variable-rate debt since a change in
interest rates would not affect  interest  expense on our  fixed-rate  debt. The
interest  rate risk  presented  with respect to long-term  debt  represents  the
potential  impact  the  indicated  change in  interest  rates  would have on our
results of operations and not our financial position.

<PAGE>


Item 8.  Financial Statements and Supplementary Data.

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                      Page

Independent Auditors' Report....................................
Consolidated Balance Sheets as of January 3, 1999
    and January 2, 2000.........................................
Consolidated Statements of Operations for the fiscal
    years ended December 28, 1997, January 3, 1999,
    and January 2, 2000.........................................
Consolidated Statements of Member's Deficit for the
    fiscal years ended December 28, 1997, January 3,
    1999 and January 2, 2000....................................
Consolidated Statements of Cash Flows for the fiscal
    years ended December 28, 1997, January 3, 1999, and
    January 2, 2000.............................................
Notes to Consolidated Financial Statements......................




<PAGE>


                      INDEPENDENT AUDITORS' REPORT

To the Board of Managers and Member of
TRIARC CONSUMER PRODUCTS GROUP, LLC:
New York, New York

         We have audited the accompanying  consolidated balance sheets of Triarc
Consumer  Products Group, LLC and subsidiaries  (the "Company") as of January 2,
2000 and January 3, 1999, and the related consolidated statements of operations,
member's  deficit,  and cash  flows  for each of the three  fiscal  years in the
period ended January 2, 2000. These financial  statements are the responsibility
of the  Company's  management.  Our  responsibility  is to express an opinion on
these financial statements based on our audits.

         We conducted our audits in accordance with generally  accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

         In our opinion, such consolidated  financial statements present fairly,
in all material respects, the financial position of the Company as of January 2,
2000 and  January 3, 1999,  and the results of their  operations  and their cash
flows for each of the three fiscal years in the period ended  January 2, 2000 in
conformity with generally accepted accounting principles.

DELOITTE & TOUCHE LLP

New York, New York
March 10, 2000


<PAGE>


<TABLE>
<CAPTION>

                                  TRIARC CONSUMER PRODUCTS GROUP, LLC AND SUBSIDIARIES
                                               CONSOLIDATED BALANCE SHEETS
                                                     (In thousands)

                                                                                             January 3,     January 2,
                                                                                                1999          2000
                                                                                                ----          ----
                                   ASSETS

<S>                                                                                        <C>            <C>

Current assets:
    Cash (including cash equivalents of $66,422 and $49,520)................................$     72,792   $     60,173
    Receivables (Note 4)....................................................................      64,872         77,476
    Inventories (Note 4)....................................................................      46,761         61,736
    Deferred income tax benefit (Note 7)....................................................      18,934         16,422
    Prepaid expenses and other current assets...............................................       7,307          6,362
                                                                                            ------------   ------------
         Total current assets...............................................................     210,666        222,169
Properties (Note 4).........................................................................      25,320         25,261
Unamortized costs in excess of net assets of acquired companies (Note 4)....................     268,215        261,666
Trademarks (Note 4).........................................................................     261,906        251,117
Other intangible assets (Note 4)............................................................         959         31,511
Deferred costs and other assets (Note 4)....................................................      23,904         36,491
                                                                                            ------------   ------------
                                                                                            $    790,970   $    828,215
                                                                                            ============   ============

                         LIABILITIES AND MEMBER'S DEFICIT

Current liabilities:
    Current portion of long-term debt (Notes 5 and 6).......................................$      9,678   $     41,894
    Accounts payable .......................................................................      36,993         35,397
    Accrued expenses (Note 4)...............................................................      81,448         90,573
    Due to Triarc Companies, Inc. (Note 18).................................................      29,082         22,591
                                                                                            ------------   ------------
         Total current liabilities..........................................................     157,201        190,455
Long-term debt (Notes 5 and 6)..............................................................     560,977        736,866
Deferred income taxes (Note 7)..............................................................       9,173         56,680
Deferred income and other liabilities.......................................................      20,753         18,099
Redeemable preferred stock (Note 8).........................................................      87,587            --
Commitments and contingencies (Notes 3, 7, 16, 17 and 19)
Member's deficit (Note 9 ):
    Contributed capital.....................................................................     106,269            --
    Accumulated deficit.....................................................................    (150,732)      (173,533)
    Accumulated other comprehensive deficit.................................................        (258)          (352)
                                                                                            ------------   ------------
          Total member's deficit............................................................     (44,721)      (173,885)
                                                                                            ------------   ------------
                                                                                            $    790,970   $    828,215
                                                                                            ============   ============




     See accompanying  notes to consolidated  financial statements.

</TABLE>



<PAGE>

<TABLE>
<CAPTION>


                                  TRIARC CONSUMER PRODUCTS GROUP, LLC AND SUBSIDIARIES
                                          CONSOLIDATED STATEMENTS OF OPERATIONS
                                                    (In thousands)

                                                                                         Year Ended
                                                                      ------------------------------------------------
                                                                       December 28,      January 3,       January 2,
                                                                           1997             1999             2000
                                                                           ----             ----             ----

<S>                                                                   <C>             <C>               <C>
Revenues:
   Net sales..........................................................$    629,621    $     735,436     $     770,943
   Royalties, franchise fees and other revenues.......................      66,531           79,600            83,029
                                                                      ------------    -------------     -------------
                                                                           696,152          815,036           853,972
                                                                      ------------    -------------     -------------
Costs and expenses:
   Cost of sales, excluding depreciation and amortization related
      to sales of $1,032, $1,672 and $2,102...........................     331,391          387,994           407,708
   Advertising, selling and distribution (Note 1).....................     183,221          197,877           201,451
   General and administrative.........................................      83,546           91,165            92,909
   Depreciation and amortization, excluding amortization
      of deferred financing costs.....................................      25,244           32,808            32,060
   Capital structure reorganization related (Note 10).................         --               --              3,348
   Charges (credit) related to post-acquisition transition,
      integration and changes to business strategies (Note 11)........      33,815              --               (549)
   Facilities relocation and corporate restructuring
      charges (credits) (Note 12).....................................       7,063              --               (461)
                                                                      ------------    -------------     -------------
                                                                           664,280          709,844           736,466
                                                                      ------------    -------------     -------------
         Operating profit.............................................      31,872          105,192           117,506
Interest expense .....................................................     (58,019)         (60,235)          (76,605)
Gain (loss) on sale of businesses, net (Note 13)......................      (3,513)           5,016              (533)
Other income, net (Note 14)...........................................       5,532            5,298             6,782
                                                                      ------------    -------------     -------------
         Income (loss) before  income taxes and
            extraordinary charges.....................................     (24,128)          55,271            47,150
Benefit from (provision for) income taxes (Note 7)....................       5,142          (25,284)          (21,672)
                                                                      ------------    -------------     -------------
         Income (loss) before extraordinary charges...................     (18,986)          29,987            25,478
Extraordinary charges (Note 15).......................................      (2,954)             --            (11,772)
                                                                      ------------    -------------     -------------
         Net income (loss)............................................$    (21,940)   $      29,987     $      13,706
                                                                      ============    =============     =============






         See accompanying  notes to consolidated  financial statements.

</TABLE>


<PAGE>

<TABLE>
<CAPTION>


                                  TRIARC CONSUMER PRODUCTS GROUP, LLC AND SUBSIDIARIES
                                       CONSOLIDATED STATEMENTS OF MEMBER'S DEFICIT
                                                     (In thousands)

                                                                                                  Cumulative Other
                                                                                             Comprehensive Income (Loss)
                                                                                            ----------------------------
                                                                                              Unrealized
                                                                                            Gain (Loss)on
                                                                                              Available-     Currency
                                                                  Contributed   Accumulated    for-Sale    Translation
                                                                    Capital       Deficit     Investments   Adjustment      Total
                                                                    -------       -------     -----------   ----------      -----

<S>                                                               <C>           <C>             <C>         <C>          <C>
Balance at December 31, 1996......................................$  71,801     $ (158,779)     $   --      $    --      $ (86,978)
                                                                                                                         ---------
Comprehensive loss:
   Net loss.......................................................       --        (21,940)         --           --        (21,940)
   Unrealized gain on available-for-sale investment...............       --             --          42           --             42
   Net change in currency translation adjustment..................       --             --          --         (242)          (242)
                                                                                                                         ---------
   Comprehensive loss.............................................       --             --          --           --        (22,140)
                                                                                                                         ---------
Pushdown of acquisition basis of Triarc Companies, Inc. in
   Stewart's Beverages, Inc. (Note 3).............................   40,847             --          --           --         40,847
Deferred gain on sale of subsidiaries' stock to Triarc Companies,
   Inc. (Note 18).................................................   29,390             --          --           --         29,390
Capital contribution through forgiveness of a liability to Triarc
   Companies, Inc. (Note 18)......................................      625             --          --           --            625
Issuance of Triarc Beverage Holdings Corp. common stock...........        1             --          --           --              1
Dividend requirement on redeemable preferred stock (Note 8).......   (4,604)            --          --           --         (4,604)
Other.............................................................       (1)            --          --           --             (1)
                                                                  ---------     ----------      ------      -------      ---------
Balance at December 28, 1997......................................  138,059       (180,719)         42         (242)       (42,860)
                                                                                                                         ---------
Comprehensive income:
   Net income.....................................................       --         29,987          --           --         29,987
   Reclassification adjustment for prior year appreciation on
      available-for-sale investment sold during the year..........       --             --         (42)          --            (42)
   Net change in currency translation adjustment..................       --             --          --          (16)           (16)
                                                                                                                         ---------
   Comprehensive income...........................................       --             --          --           --         29,929
                                                                                                                         ---------
Adjustment to pushdown of acquisition basis of Triarc
   Companies, Inc. in Stewart's Beverages, Inc. (Note 3)..........     (251)            --          --           --           (251)
Cash dividends....................................................  (23,556)            --          --           --        (23,556)
Dividend requirement on redeemable preferred stock (Note 8).......   (7,983)            --          --           --         (7,983)
                                                                  ---------     ----------      ------      -------      ---------
Balance at January 3, 1999........................................  106,269       (150,732)         --         (258)       (44,721)
                                                                                                                         ---------
Comprehensive income:
   Net income.....................................................       --         13,706          --           --         13,706
   Net change in currency translation adjustment..................       --             --          --          (94)           (94)
                                                                                                                         ---------
   Comprehensive income...........................................       --             --          --           --         13,612
                                                                                                                         ---------
Capital contribution of redeemable preferred stock (Note 8).......   88,779             --          --           --         88,779
Other non-cash capital contributions (Note 18)....................   12,056             --          --           --         12,056
Dividend requirement on redeemable preferred stock (Note 8).......   (1,192)            --          --           --         (1,192)
Dividend of receivable from Triarc Companies, Inc. (Note 18)......   (4,954)            --          --           --         (4,954)
Cash dividends (Note 5)........................................... (200,958)        (3,788)         --           --       (204,746)
Transfer of deferred income tax benefits as if it were a
   distribution (Note 7)..........................................       --        (32,719)         --           --        (32,719)
                                                                  ---------     ----------      ------      -------      ---------
Balance at January 2, 2000........................................$      --     $ (173,533)     $   --      $  (352)     $(173,885)
                                                                  =========     ==========      ======      =======      =========



              See accompanying  notes to consolidated financial statements.

</TABLE>


<PAGE>

<TABLE>
<CAPTION>



                                  TRIARC CONSUMER PRODUCTS GROUP, LLC AND SUBSIDIARIES
                                          CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                     (In thousands)

                                                                                        Year Ended
                                                                      ----------------------------------------------
                                                                      December 28,      January 3,      January 2,
                                                                          1997             1999            2000
                                                                          ----             ----            ----
<S>                                                                   <C>             <C>              <C>
Cash flows from operating activities:
   Net income (loss)...............................................   $  (21,940)     $    29,987      $     13,706
   Adjustments to reconcile net income (loss) to net cash
     provided by operating activities:
      Amortization of costs in excess of net assets of acquired
        companies, trademarks and certain other items..............       18,879           23,151            23,732
      Depreciation and amortization of properties..................        6,365            9,657             8,328
      Amortization of deferred financing costs ....................        3,716            4,075             4,398
      Write-off of unamortized deferred financing costs and,
        in 1999, interest rate cap agreement costs.................        4,839              --             10,938
      Provision for (benefit from) deferred income taxes...........      (10,644)          10,467            17,792
      Provision for doubtful accounts..............................        3,794            2,387             2,416
      Capital structure reorganization related charge..............          --               --              3,348
      Net provision (reversal or payments) for charges related
        to post-acquisition transition, integration and changes
        to business strategies.....................................       22,483           (6,025)             (549)
      (Gain) loss on sale of businesses, net.......................        3,513           (5,016)              533
      Other, net...................................................       (4,727)            (361)              (91)
      Changes in operating assets and liabilities:
            Decrease (increase) in receivables.....................        9,807            7,294           (12,822)
            Decrease (increase) in inventories.....................        3,993           10,607           (12,099)
            Decrease (increase) in prepaid expenses and other
              current assets.......................................        4,622           (1,051)              718
            Increase (decrease) in accounts payable and
              accrued expenses.....................................      (21,779)         (29,615)            1,064
            Increase (decrease) in due to Triarc Companies, Inc....       12,519            3,547            (3,768)
                                                                      ----------      -----------      ------------
                  Net cash provided by operating activities........       35,440           59,104            57,644
                                                                      ----------      -----------      ------------
Cash flows from investing activities:
   Acquisition of Snapple Beverage Corp............................     (307,205)             (43)              --
   Other business acquisitions (cash acquired in 1997).............        2,409           (3,000)          (34,336)
   Capital expenditures............................................       (4,204)         (11,107)           (8,525)
   Proceeds from sale of investment in Select Beverages, Inc.......          --            28,342               --
   Other...........................................................        3,371            1,579              (467)
                                                                      ----------      -----------      ------------
                  Net cash provided by (used in) investing
                    activities.....................................     (305,629)          15,771           (43,328)
                                                                      ----------      -----------      ------------
Cash flows from financing activities:
   Proceeds from long-term debt ...................................      303,400              --            775,000
   Repayments of long-term debt ...................................      (79,901)         (14,158)         (568,532)
   Dividends.......................................................          --           (23,556)         (204,746)
   Deferred financing costs........................................      (11,385)             --            (28,657)
   Net borrowings from affiliates..................................        3,535            1,389               --
   Proceeds from issuance of redeemable preferred stock............       75,000              --                --
   Proceeds from issuance of common stock..........................            1              --                --
   Capital contribution............................................        6,211              --                --
                                                                      ----------      -----------      -----------
                   Net cash provided by (used in) financing
                     activities....................................      296,861           (36,325)         (26,935)
                                                                      ----------      ------------     ------------
Net increase (decrease) in cash and cash equivalents...............       26,672           38,550           (12,619)
Cash and cash equivalents at beginning of year.....................        7,570           34,242            72,792
                                                                      ----------      -----------      ------------
Cash and cash equivalents at end of year ..........................   $   34,242      $    72,792      $     60,173
                                                                      ==========      ===========      ============

Supplemental  disclosures  of cash flow  information:
  Cash paid during the year for:

       Interest....................................................   $   55,047      $    52,437      $     70,126
                                                                      ==========      ===========      ============
       Income taxes, net of refunds................................   $    3,450      $     4,205      $      1,666
                                                                      ==========      ===========      ============

</TABLE>


<PAGE>


                   TRIARC CONSUMER PRODUCTS GROUP, LLC AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

      Due to their non-cash nature, the following transactions are not reflected
in the consolidated statements of cash flows (amounts in whole dollars):

           On November 25, 1997 Triarc Companies,  Inc. ("Triarc  Parent"),  the
      parent of the  Company  (see Note 1 for  definition),  acquired  Stewart's
      Beverages, Inc. ("Stewart's") for 1,566,858 shares of Triarc Parent common
      stock  exchanged  for all of the then  outstanding  stock of Stewart's and
      154,931  stock  options  of Triarc  Parent  exchanged  for all of the then
      outstanding  stock options of Stewart's.  The  Stewart's  acquisition  was
      accounted for by Triarc Parent in accordance  with the purchase  method of
      accounting.  Triarc  Parent's  basis in  Stewart's  was  "pushed  down" to
      Stewart's  and the  excess  of the  purchase  price  over  the net  assets
      acquired  was  allocated to the  Stewart's  assets and  liabilities  as of
      November 25, 1997. See Note 3 to the consolidated financial statements for
      further discussion of this transaction.

           On May 22, 1997 Triarc  Beverage  Holdings Corp., a subsidiary of the
      Company, acquired Snapple Beverage Corp. The portion of the purchase price
      that was not yet paid as of December 28, 1997,  representing  a portion of
      the expenses related to the acquisition, was $2,181,000.

           In May 1997 two  subsidiaries  of the Company  issued  common  shares
      representing  approximately  49% of each of their  common stock after such
      issuances to Triarc  Parent in  consideration  for, in addition to cash of
      $6,211,000,  forgiveness  of the then  outstanding  principal  and accrued
      interest  aggregating  $25,788,000  under a note payable by the Company to
      Triarc  Parent.  In  February  1999  Triarc  Parent  contributed  its  49%
      interests  in each of these  subsidiaries  to the Company at its  carrying
      value of $2,448,000.  See Note 18 to the consolidated financial statements
      for further discussion of these transactions.

           During 1997 and 1999 Triarc Parent made capital  contributions to the
      Company through the forgiveness of liabilities of $625,000 and $9,608,000,
      respectively,  and in 1999  the  Company  made a  non-cash  dividend  of a
      $4,954,000  receivable from Triarc Parent. See Note 18 to the consolidated
      financial statements for further discussion of these transactions.

           During 1997, 1998 and 1999 the Company recorded cumulative  dividends
      not declared or paid on the redeemable  preferred stock of a subsidiary of
      $4,604,000,  $7,983,000  and  $1,192,000,  respectively,  as  increases in
      "Redeemable  preferred  stock"  with  offsetting  charges to  "Contributed
      capital"  since  payment of the dividends was not solely in the control of
      the Company.  In February 1999 Triarc Parent  contributed  the  redeemable
      preferred  stock which it held in that  subsidiary  to the Company  with a
      carrying value of $88,779,000,  including the cumulative  unpaid dividends
      of $13,779,000.  See Note 8 to  the consolidated  financial statements for
      further discussion of these transactions.

           During 1999 the Company  transferred  $32,719,000 of deferred  income
      tax benefits to Triarc Parent as if such transfer were a distribution from
      the Company to Triarc  Parent.  See Note 7 to the  consolidated  financial
      statements for further discussion of this transaction.

        See  accompanying  notes  to  consolidated  financial statements.


<PAGE>

              TRIARC CONSUMER PRODUCTS GROUP, LLC AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 January 2, 2000

(1)  Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

     Triarc Consumer  Products Group, LLC ("Triarc  Consumer Products Group" and
together with its  subsidiaries,  the "Company"),  a wholly-owned  subsidiary of
Triarc  Companies,  Inc. ("Triarc  Parent"),  was formed on January 15, 1999 and
commenced operations on February 23, 1999 with the acquisition through a capital
contribution of all of the capital stock previously owned directly or indirectly
by  Triarc  Parent  of  RC/Arby's  Corporation  ("RC/Arby's"),  Triarc  Beverage
Holdings  Corp.  ("Triarc  Beverage  Holdings")  and Stewart's  Beverages,  Inc.
("Stewart's"  - acquired by Triarc Parent on November  25,1997),  formerly Cable
Car Beverage Corporation, and their subsidiaires.  Effective May 17, 1999 Triarc
Consumer  Products Group  contributed  the stock of Stewart's to Triarc Beverage
Holdings.  Triarc  Beverage  Holdings,  99.9%-owned,  has  as  its  wholly-owned
subsidiaries Snapple Beverage Corp.  ("Snapple" - acquired by the Company on May
22,  1997),  Mistic  Brands,  Inc.  ("Mistic")  and,  effective  May  17,  1999,
Stewart's.  Prior to the  contribution of Mistic to Triarc Beverage  Holdings on
May 22, 1997,  Mistic was owned by Triarc Parent from its  acquisition  prior to
January 1, 1997.  RC/Arby's,  wholly-owned,  has as its  principal  wholly-owned
subsidiaries  Royal  Crown  Company,  Inc.  ("Royal  Crown")  and  Arby's,  Inc.
("Arby's").  Additionally,  RC/Arby's had three subsidiaries which, prior to the
May 1997 sale of all  company-owned  restaurants,  owned and/or  operated Arby's
restaurants,  consisting of Arby's Restaurant  Development  Corporation,  Arby's
Restaurant  Holding Company ("ARHC") and Arby's  Restaurant  Operations  Company
("AROC"),  all of which in February  1999 were  merged into ARHC,  LLC, a newly-
formed wholly-owned subsidiary of RC/Arby's.  See Note 3 for a discussion of the
1997 acquisitions and disposition referred to above.

     The accompanying consolidated financial statements present the consolidated
financial  position,  results of  operations  and cash flows of Triarc  Consumer
Products Group as if it had been formed as of January 1, 1997. The  consolidated
financial  position,  results of operations and cash flows of each of RC/Arby's,
Triarc  Beverage  Holdings,  Mistic prior to May 22, 1997 and Stewart's prior to
May 17,  1999,  and their  subsidiaries,  have  been  consolidated  with  Triarc
Consumer  Products Group from their respective dates of formation or acquisition
by Triarc  Parent since such  entities  were under the common  control of Triarc
Parent during such period and, accordingly,  are presented on an "as-if pooling"
basis. The aforementioned capital contributions of subsidiaries by Triarc Parent
to Triarc  Consumer  Products  Group and by Triarc  Consumer  Products  Group to
Triarc Beverage  Holdings have been recognized  using carryover basis accounting
since all such entities were under common control.

     All significant intercompany balances and transactions have been eliminated
in consolidation.

Change in Fiscal Year

     Effective  January  1, 1997 the  Company  changed  its  fiscal  year from a
calendar  year to a year  consisting  of 52 or 53  weeks  ending  on the  Sunday
closest to December 31. In accordance therewith,  the Company's 1997 fiscal year
contained 52 weeks and commenced January 1, 1997 and ended on December 28, 1997,
its 1998 fiscal year  contained  53 weeks and  commenced  December  29, 1997 and
ended on  January  3,  1999 and its 1999  fiscal  year  contained  52 weeks  and
commenced  January  4, 1999 and ended on  January  2,  2000.  Such  periods  are
referred to herein as (1) "the year ended December 28, 1997" or "1997," (2) "the
year ended  January 3, 1999" or "1998" and (3) "the year ended  January 2, 2000"
or "1999,"  respectively.  January 3, 1999 and  January 2, 2000 are  referred to
herein as "Year-End 1998" and "Year-End 1999," respectively.

Cash Equivalents

     All highly liquid  investments with a maturity of three months or less when
acquired are considered  cash  equivalents.  The Company  typically  invests its
excess cash in commercial paper of high  credit-quality  entities,  money market
mutual funds and United States Treasury bills.

Inventories

     The  Company's  inventories  are stated at the lower of cost or market with
cost determined in accordance with the first-in, first-out basis.

Non-Current Investments

     The Company had non-current  investments during 1997 and 1998 (see Notes 11
and  14).  Such  investments  in  which it had  significant  influence  over the
investee ("Equity Investments") were accounted for in accordance with the equity
method of accounting under which the consolidated results included the Company's
share of income or loss of such investees.  The excess,  if any, of the carrying
value of the Company's  Equity  Investments  over the  underlying  equity in net
assets of each  investee was being  amortized to equity in earnings  (losses) of
investees  included  in "Other  income,  net" on a  straight-line  basis over 35
years.

Properties and Depreciation and Amortization

     Properties   are  stated  at  cost  less   accumulated   depreciation   and
amortization.   Depreciation   and   amortization   of  properties  is  computed
principally on the  straight-line  basis using the estimated useful lives of the
related major classes of  properties:  3 to 15 years for machinery and equipment
and 15 to 40 years  for  buildings.  Leased  assets  capitalized  and  leasehold
improvements  are amortized over the shorter of their estimated  useful lives or
the terms of the respective leases.

Amortization of Intangibles

     Costs in excess of net assets of acquired companies  ("Goodwill") are being
amortized on the straight-line  basis over 15 to 40 years.  Trademarks are being
amortized on the straight-line  basis over 15 to 35 years.  Distribution  rights
are being amortized on the straight-line  basis principally over 15 years. Other
intangible  assets are being  amortized on the  straight-line  basis over 2 to 7
years. Deferred financing costs are being amortized as interest expense over the
lives of the respective debt using the interest rate method.

Impairments

Intangible Assets

     The amount of impairment, if any, in unamortized Goodwill is measured based
on  projected  future  operating  performance.  To the extent  future  operating
performance  of those  enterprises  to which the  Goodwill  relates  through the
period such  Goodwill is being  amortized  are  sufficient to absorb the related
amortization, the Company has deemed there to be no impairment of Goodwill.

Long-Lived Assets

     The  Company  reviews  its  long-lived  assets  and  certain   identifiable
intangibles for impairment whenever events or changes in circumstances  indicate
that the  carrying  amount of an asset may not be  recoverable.  If such  review
indicates an asset may not be recoverable, the impairment loss is recognized for
the excess of the carrying  value over the fair value of an asset to be held and
used or over the net realizable value of an asset to be disposed.

Derivative Financial Instruments

     The Company  enters into interest  rate cap  agreements in order to protect
against  significant  interest  rate  increases on certain of its  floating-rate
debt.  The  costs  of such  agreements  are  amortized  over  the  lives  of the
respective agreements.  The only cap agreement outstanding as of January 2, 2000
is  approximately  two  percentage  points  higher than the interest rate on the
related debt as of such date.

Stock-Based Compensation

     The  Company  measures  compensation  costs  for its  employee  stock-based
compensation  under the intrinsic value method.  Accordingly,  compensation cost
for the Company's  stock options is measured as the excess,  if any, of the fair
value of the  Company's  stock at the date of grant over the amount an  employee
must pay to acquire the stock.

Foreign Currency Translation

     Financial   statements  of  foreign  subsidiaries  are  prepared  in  their
respective  local  currencies and  translated  into United States dollars at the
current  exchange rates for assets and  liabilities  and an average rate for the
year for revenues,  costs and expenses.  Net gains or losses  resulting from the
translation of foreign financial  statements are charged or credited directly to
the  "Currency   translation   adjustment"   component  of  "Accumulated   other
comprehensive deficit" in "Member's deficit."

Advertising Costs and Promotional Allowances

     The Company  accounts for  advertising  production  costs by expensing such
production costs the first time the related advertising takes place. Advertising
costs amounted to  $40,730,000,  $48,389,000  and $36,486,000 for 1997, 1998 and
1999,  respectively.  In addition the Company supports its beverage bottlers and
distributors  with promotional  allowances the most significant of which are for
(1) indirect  advertising by such bottlers and distributors  including  in-store
displays  and  point-of-sale   materials,  (2)  cold  drink  equipment  and  (3)
promotional  merchandise.  Promotional  allowances are principally expensed when
the  related  promotion  takes  place.  Estimates  used to expense  the costs of
certain promotions where the Company expects reporting delays by the bottlers or
distributors   are  adjusted   quarterly  based  on  actual  amounts   reported.
Promotional  allowances amounted to $107,513,000,  $103,750,000 and $115,677,000
for 1997, 1998 and 1999, respectively, and are included in "Advertising, selling
and distribution" in the accompanying consolidated statements of operations.

Income Taxes

     The Company is included in the  consolidated  Federal  income tax return of
Triarc  Parent.  Pursuant to  tax-sharing  agreements  with Triarc  Parent,  the
Company  provides  for Federal  income  taxes on the same basis as if it filed a
separate  consolidated  return.  Deferred income taxes are provided to recognize
the tax  effect  of  temporary  differences  between  the  bases of  assets  and
liabilities for tax and financial statement purposes.

Revenue Recognition

     The Company  records sales when  inventory is shipped or  delivered.  Sales
terms generally do not allow a right of return. Franchise fees are recognized as
income when a franchised  restaurant  is opened since all material  services and
conditions related to the franchise fee have been substantially performed by the
Company  upon  the  restaurant   opening.   Franchise  fees  for  multiple  area
development  agreements  represent the  aggregate of the franchise  fees for the
number of restaurants in the area  development and are recognized as income when
each  restaurant is opened in the same manner as franchise  fees for  individual
restaurants.  Royalties  are based on a percentage  of  restaurant  sales of the
franchised store and are accrued as earned.

Reclassifications

     Certain  amounts  included  in  the  prior  years'  consolidated  financial
statements   have  been   reclassified   to  conform  with  the  current  year's
presentation.

(2)  Significant Risks and Uncertainties

Nature of Operations

     The  Company  is a  holding  company  which is  engaged  in three  lines of
business:  premium beverages, soft drink concentrates and restaurant franchising
(also  operated  restaurants  through  May 5,  1997 - see Note 3).  The  premium
beverage  segment  represents  approximately  76% of the Company's  consolidated
revenues for the year ended January 2, 2000, the soft drink concentrate  segment
represents  approximately  14% of such revenues and the  restaurant  franchising
segment represents  approximately 10% of such revenues. The Company operates its
businesses principally throughout the United States.

     The premium  beverage  segment  markets  and  distributes,  principally  to
distributors and, to a lesser extent,  directly to retailers,  premium beverages
including  all-natural  ready-to-drink  iced  teas,  fruit  drinks,  juices  and
carbonated   sodas  under  the  principal   brand  names   Snapple(R),   Snapple
Elements(TM),  Whipper  Snapple(R),  Snapple Farms(R),  Snapple  Refreshers(TM),
Mistic(R), Mistic Fruit Blast(TM), Mistic Italian Ice Smoothies(TM),  Mistic Sun
Valley Squeeze(TM) and Stewart's(R). The soft drink concentrate segment produces
and sells,  to bottlers  and a private  label  supplier,  a broad  selection  of
concentrates  and,  to a much  lesser  extent  in 1997  (none in 1998 or  1999),
carbonated beverages to distributors.  These products are sold principally under
the brand names RC(R) Cola,  Diet RC(R) Cola,  Cherry  RC(R) Cola,  RC Edge(TM),
Diet Rite(R) Cola, Diet Rite(R) flavors,  Nehi(R),  Upper 10(R) and Kick(R). The
restaurant  franchising  segment franchises  Arby's(R) quick service restaurants
representing  the  largest  restaurant   franchising   system   specializing  in
slow-roasted  roast beef sandwiches.  Some Arby's  restaurants are multi-branded
with the segment's T.J. Cinnamons(R) and/or Pasta Connection(TM)  product lines.
Information concerning the number of Arby's restaurants is as follows:

                                                     1997      1998      1999
                                                     ----      ----      ----

      Franchised restaurants opened...............     125       130       159
      Franchised restaurants closed...............      63        87        66
      Restaurants transferred to franchisees......     355       --        --
      Franchised restaurants open at end
        of period.................................   3,092     3,135     3,228

Use of Estimates

     The  preparation of  consolidated  financial  statements in conformity with
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of contingent  assets and liabilities at the date of the consolidated
financial statements and the reported amount of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Certain Risk Concentrations

     The Company believes that its vulnerability to risk concentrations  related
to significant customers and vendors, products sold and sources of raw materials
is somewhat  mitigated due to the  diversification  of its businesses.  Although
premium  beverages  accounted  for 76% of  consolidated  revenues  in 1999,  the
Company believes that the risks from concentrations  within the premium beverage
segment are mitigated for several  reasons.  No customer of the premium beverage
segment accounted for more than 7% of consolidated revenues in 1999. The premium
beverage  segment  has  chosen  to  purchase  certain  raw  materials  (such  as
aspartame) on an exclusive  basis from single  suppliers and other raw materials
(such as glass bottles) from a relatively small number of suppliers. The Company
believes that, if necessary,  adequate raw materials,  other than glass bottles,
can be obtained from alternate sources. It is uncertain whether all of the glass
bottles  supplied by two  suppliers,  which  supplied  approximately  88% of the
premium beverage segment's 1999 purchases of glass bottles, could be replaced by
alternate sources.  Management,  however, does not believe that it is reasonably
possible that the Company's  largest  glass bottle  suppliers  will be unable to
supply  substantially  all of their  anticipated  volumes in the near term.  The
premium beverage  segment's three largest  co-packer  facilities  represented an
aggregate of 54% of the segment's total 1999 production.  One co-packer held 18%
of the  segment's  finished  goods  inventory as of January 2, 2000.  Management
believes,  however,  that  sufficient  replacement  co-packer  services could be
obtained if necessary.  The premium  beverage  segments'  product  offerings are
varied,  including fruit flavored beverages,  iced teas,  lemonades,  carbonated
sodas,  fruit juices and flavored seltzers.  Risk of geographical  concentration
for  all of the  Company's  businesses  is  also  minimized  since  each of such
businesses  generally operates throughout the United States with minimal foreign
exposure.

(3)  Business Acquisitions and Dispositions

1999 Transactions

Millrose and Long Island Snapple Acquisitions

     On February  26, 1999 the Company  acquired  (the  "Millrose  Acquisition")
Millrose  Distributors,  Inc  ("Millrose"),  a New  Jersey  distributor  of  the
Company's  premium  beverages  which prior to the transaction  acquired  certain
assets of Mid-State Beverage,  Inc., for cash of $17,491,000 (including expenses
of $241,000), subject to certain post-closing adjustments.

     On  January  2,  2000  the  Company  acquired  (the  "Long  Island  Snapple
Acquisition") Snapple Distributors of Long Island, Inc. ("Long Island Snapple"),
a  distributor  of Snapple and Stewart's  products on Long Island,  New York for
cash  of  $16,845,000  (including  expenses  of  $45,000),  subject  to  certain
post-closing adjustments. The Company also entered into a three-year non-compete
agreement  with the  sellers for  $2,000,000  (discounted  value of  $1,246,000)
payable ratably over a ten-year period.

     The  Millrose  Acquisition  and the Long Island  Snapple  Acquisition  were
accounted  for in  accordance  with  the  purchase  method  of  accounting.  The
allocation of the purchase price of Millrose and the  preliminary  allocation of
the purchase price of Long Island Snapple to the assets and liabilities  assumed
is presented below under "Purchase Price Allocations of Acquisitions."

1998 Transaction

Acquisition of T.J. Cinnamons

     On August 27, 1998 the Company acquired (the "T.J. Cinnamons  Acquisition")
from Paramark  Enterprises,  Inc. ("Paramark," formerly known as T.J. Cinnamons,
Inc.) all of Paramark's  franchise  agreements for full concept bakeries of T.J.
Cinnamons, an operator and franchisor of retail bakeries specializing in gourmet
cinnamon  rolls and related  products,  and  Paramark's  wholesale  distribution
rights for T.J. Cinnamons  products,  as well as settling  remaining  contingent
payments from the 1996 acquisition of the trademarks, service marks, recipes and
proprietary formulae of T.J. Cinnamons.  The aggregate  consideration in 1998 of
$3,910,000 consisted of cash of $3,000,000 and a $1,000,000 (discounted value of
$910,000)  non-interest  bearing  obligation  due in equal monthly  installments
through August 2000.

     The T.J.  Cinnamons  Acquisition  was accounted for in accordance  with the
purchase method of accounting.  The allocation of the purchase price of the T.J.
Cinnamons  Acquisition  to  the  assets  acquired  and  liabilities  assumed  is
presented below under "Purchase Price Allocations of Acquisitions."

1997 Transactions

Acquisition of Snapple

     On May 22, 1997 the Company acquired (the "Snapple Acquisition") Snapple, a
marketer  and  distributor  of premium  beverages,  from The Quaker Oats Company
("Quaker")  for  $309,386,000  consisting  of  cash of  $300,126,000  (including
$126,000 of  post-closing  adjustments)  and  $9,260,000  of fees and  expenses,
including   $6,953,000  paid  in  1997.  The  purchase  price  for  the  Snapple
Acquisition was funded from (1) $250,000,000 of borrowings by Snapple on May 22,
1997  under  a  $380,000,000  credit  agreement  (the  "Former  Beverage  Credit
Agreement"  - see Note 5),  entered  into by Snapple,  Mistic,  Triarc  Beverage
Holdings and, as amended as of August 15, 1998,  Stewart's  and (2)  $75,000,000
from the issuance of 75,000 shares of redeemable preferred stock (see Note 8) of
Triarc Beverage Holdings to Triarc Parent.

     The Snapple  Acquisition  was accounted for in accordance with the purchase
method of  accounting.  The  allocation of the purchase  price of Snapple to the
assets acquired and liabilities  assumed,  along with allocations related to the
other 1997 acquisitions, is presented below under "Purchase Price Allocations of
Acquisitions."

Stewart's Acquisition

     On November 25, 1997 Triarc Parent acquired (the  "Stewart's  Acquisition")
Stewart's,  a marketer and distributor of premium beverages in the United States
and  Canada,  primarily  under the  Stewart's(R)  brand name,  for an  aggregate
purchase price of  $40,596,000.  Such purchase price  consisted of (1) 1,566,858
shares of Triarc Parent common stock with a value of  $37,409,000 as of November
25,  1997  (based  on the  closing  price of such  common  stock on such date of
$23.875 per share),  issued in exchange for all of the then outstanding stock of
Stewart's,  (2) 154,931  options to acquire  Triarc Parent common stock,  with a
value of  $2,788,000  (based on a  calculation  using the  Black-Scholes  option
pricing  model) as of November 25, 1997,  issued in exchange for all of the then
outstanding  stock  options of Stewart's  and (3)  $399,000 of related  expenses
(originally estimated at $650,000).

     The Stewart's Acquisition was accounted for in accordance with the purchase
method of  accounting.  The allocation of the purchase price of Stewart's to the
assets acquired and liabilities  assumed,  along with allocations related to the
other 1997 acquisitions, is presented below under "Purchase Price Allocations of
Acquisitions."

Sale of Restaurants

     On May 5, 1997 certain  subsidiaries of the Company consummated the sale to
affiliates of RTM, Inc. ("RTM"), the largest franchisee in the Arby's system, of
all of the 355  company-owned  restaurants  (the "RTM  Sale").  The sales  price
consisted of cash and promissory notes (discounted value) aggregating $3,471,000
(including $2,092,000 of post- closing adjustments) and the assumption by RTM of
an aggregate  $54,682,000 in mortgage notes (the "Mortgage Notes") and equipment
notes  (the  "Equipment  Notes")  payable  to  FFCA  Mortgage   Corporation  and
$14,955,000 in capitalized lease obligations. Effective May 5, 1997 RTM operates
the 355  restaurants as a franchisee and pays royalties to the Company at a rate
of 4% of those  restaurants'  net  sales.  In 1996 the  Company  had  recorded a
$58,900,000  impairment charge of which $46,000,000 was to reduce the restaurant
segment's  long-lived  assets to  estimated  net  realizable  value based on the
estimated  sales price as of December 31, 1996. Such charge was recorded in 1996
since the Company made the decision to sell all of its company-owned restaurants
in the fourth  quarter of 1996 and reached an agreement  in principle  for their
sale to RTM in December  1996.  Also included in such charge were estimated exit
costs associated with selling the company-owned restaurants of $10,709,000.  The
components of the accrued  expenses and other  non-current  liabilities for such
exit costs and an analysis of related activity are as follows (in thousands):
<TABLE>

<CAPTION>
                   Balance at                    Balance at                   Balance at                                  Balance at
                   January 1,        1997        December 28,      1998        January 3,       1999           Reclassi-  January 2,
                             --------------------           --------------------         --------------------
                    1997 (a)  Payments Adjustments  1997    Payments Adjustments  1999   Payments Adjustments  fications   2000
                   --------  -------- -----------   ----    -------- -----------  ----   -------- -----------  ---------   ----

 <S>               <C>        <C>      <C>        <C>       <C>       <C>        <C>      <C>     <C>        <C>           <C>
 Equipment
   operating
    lease
    obligations... $  9,650   $(2,313) $ (364)(b)  $6,973    $(2,873)  $ 150(b)  $  4,250 $(2,780)  $ 94(b)   $ (1,564)(c) $ -- (c)
 Vacation and
    personal or
    medical
    absence
    entitlement
    costs.........    1,059    (1,059)    --          --          --      --          --       --    --           --         --
                    -------   -------   -----     -------    -------    -----     -------  -------  ----      -------      -----
                    $10,709   $(3,372)  $(364)    $ 6,973    $(2,873)   $ 150     $ 4,250 $(2,780)  $ 94      $(1,564)     $ --
                    =======   =======   =====     =======    =======    =====     =======  =======  ====      =======      =====
    ---------------
</TABLE>

     (a) The  accrual  for exit costs at January  1, 1997  resulted  from a 1996
         charge  for  exit  costs  associated  with  selling  the  company-owned
         restaurants.  The  $10,709,000 of  liabilities  for exit costs included
         $9,650,000  reflecting the present value of certain equipment operating
         lease  obligations  which  would not be  assumed by the  purchaser  and
         $1,059,000  relating  to  vacation  and  personal  or  medical  absence
         entitlement  costs  principally  paid  to RTM for  approximately  6,500
         employees  associated with the sold restaurants who became employees of
         RTM as a result  of the RTM Sale.  Although  RTM was not  assuming  the
         operating  lease  obligations,  RTM  acquired  the  use of  the  leased
         equipment.

     (b) The  adjustments  represent  changes  in  estimates  of  the  remaining
         operating lease obligations.

     (c) The balance of equipment operating lease obligations as of December 31,
         1999 was converted  into  a  note  payable  due  in  December 2000 and,
         accordingly,  the  note  payable  is  classified in "Current portion of
         long-term debt" in the accompanying  consolidated  balance  sheet as of
         January 2, 2000.

     In 1997 the  Company  recorded a  $4,089,000  loss on the sale  included in
"Gain  (loss)  on sale of  businesses,  net" (see  Note 13)  representing  (1) a
$1,457,000  provision for the fair value of Triarc Parent's effective  guarantee
of future lease commitments and then guarantee of debt repayments assumed by RTM
(see  below) and (2) the  adjustment  of prior  year  estimates  resulting  from
reconciling  actual  amounts  to  prior  estimates  for (a)  remaining  costs of
previously  closed  restaurants,  (b) transaction  costs and (c)  interpretative
issues between the Company and RTM regarding the  measurement of cash flow. Such
1997 loss is exclusive of an  extraordinary  charge in connection with the early
extinguishment  of the Mortgage Notes and the Equipment Notes (see Note 15). The
results  of  operations  of the  sold  restaurants  have  been  included  in the
accompanying consolidated statements of operations until the May 5, 1997 date of
sale.  Following the RTM Sale,  the Company  continues as the  franchisor of the
more than 3,000 Arby's  restaurants.  During 1997 through the date of sale,  the
operations  of the  restaurants  to be disposed in the RTM Sale had net sales of
$74,195,000,  cost of sales of  $59,222,000,  no depreciation  and  amortization
related  to  sales  and  pre-tax  income  of  $848,000.  Such  income  reflected
$3,319,000 of allocated  general and  administrative  expenses and $2,756,000 of
interest  expense  related  to  the  Mortgage  Notes  and  Equipment  Notes  and
capitalized  lease  obligations  directly  related  to  the  operations  of  the
restaurants sold to RTM.

     Arby's remains contingently  responsible for approximately  $117,000,000 of
operating  and  capitalized  lease  payments   (approximately   $98,000,000  and
$89,000,000  as of January 3, 1999 and January 2, 2000,  respectively,  assuming
RTM had  made all  scheduled  payments  through  such  dates  under  such  lease
obligations) if RTM does not make the required lease payments. Obligations under
an  aggregate  $54,682,000  of  Mortgage  Notes and  Equipment  Notes which were
assumed by RTM in connection  with the RTM Sale  (approximately  $51,000,000 and
$49,000,000 outstanding as of January 3, 1999 and January 2, 2000, respectively,
assuming RTM had made all scheduled  repayments  through such dates),  have been
guaranteed  by Triarc  Parent.  In addition,  a  subsidiary  of the Company is a
co-obligor with RTM under a loan, the repayments of which are being made by RTM,
with an aggregate  principal  amount of $626,000 as of May 5, 1997 ($586,000 and
$556,000 as of January 3, 1999 and January 2, 2000,  respectively,  assuming RTM
had made all scheduled  repayments  through such dates). The principal amount of
the loan is included in the Company's  long-term  debt with an equal  offsetting
amount  recorded as a  receivable  from RTM.  This loan has been  guaranteed  by
Triarc Parent.

C&C Sale

     On July 18,  1997 the  Company  completed  the sale (the "C&C Sale") of its
rights to the C&C beverage line of mixers, colas and flavors,  including the C&C
trademark  and equipment  related to the operation of the C&C beverage  line, to
Kelco Sales & Marketing  Inc.  ("Kelco")  for $750,000 in cash and an $8,650,000
note  (the  "Kelco  Note")  with a  discounted  value  of  $6,003,000  of  which
$3,623,000  was  allocated  to the C&C  Sale  resulting  in  aggregate  proceeds
relating to the C&C Sale of  $4,373,000.  The Kelco Note  included  compensation
both for the C&C Sale and future sales of concentrate  for C&C products to Kelco
subsequent  to July 18, 1997 (the  "Minimum  Sales  Commitments")  and technical
services to be performed  for Kelco by the Company  subsequent to July 18, 1997.
The  principal  of the  Kelco  Note was  allocated  first to the  Minimum  Sales
Commitments based on the minimum Kelco purchase commitments set forth in the C&C
Sale  agreement  resulting  in a  discounted  value  of  $2,096,000,  second  to
technical  services to be performed for Kelco, as requested by Kelco,  for seven
years with a discounted  value of $284,000 with the  remainder  allocated to the
C&C Sale.  The Minimum Sales  Commitments  were valued at the  contracted  sales
price for any Kelco  purchases  in  excess  of the  minimums  since the C&C Sale
contract  did not  provide  any price for the  Minimum  Sales  Commitments.  The
technical services to be performed were valued based on the Company's  estimated
costs to provide  such  services  based on an  estimate  of the  services  to be
requested  by Kelco  since the C&C Sale  contract  did not provide any price for
such  technical  services.  The excess of the  proceeds of  $4,373,000  over the
carrying value of the C&C trademark of $1,575,000  and the related  equipment of
$2,000 resulted in a pre-tax gain of $2,796,000  which,  commencing in the third
quarter of 1997, is being  recognized  pro rata between the gain on sale and the
carrying  value of the assets sold based on the cash  proceeds  and  collections
under the Kelco Note since  realization of the Kelco Note was not at the date of
sale, and is not yet, fully assured.  Accordingly,  gains of $576,000,  $314,000
and $356,000 were  recognized in "Gain (loss) on sale of  businesses,  net" (see
Note 13) in the  accompanying  consolidated  statements of operations  for 1997,
1998 and 1999, respectively.

Purchase Price Allocations of Acquisitions

     The following  table sets forth the  allocation  of the aggregate  purchase
prices of the  acquisitions  discussed  above and a  reconciliation  to business
acquisitions  in the  accompanying  consolidated  statements  of cash  flows (in
thousands):

<TABLE>
<CAPTION>


                                                                                   1997            1998            1999
                                                                                   ----            ----            ----

      <S>                                                                       <C>             <C>             <C>
      Current assets.......................................................     $  113,767      $       --      $    4,585
      Properties...........................................................         21,613              --             566
      Goodwill.............................................................        102,271              160          4,619
      Trademarks...........................................................        221,300            3,389            --
      Other intangible assets..............................................            --               110         31,524
      Other assets.........................................................         27,697              --             --
      Current liabilities .................................................        (73,898)              43             94
      Long-term debt assumed including current portion.....................           (686)             --             --
      Deferred income tax liabilities......................................        (52,513)             --          (5,843)
      Other liabilities....................................................        (13,908)             --          (1,209)
                                                                                ----------      -----------     ----------
                                                                                   345,643            3,702         34,336
      Less (plus):
          Long-term debt issued to sellers.................................            --               910            --
          Purchase price (including estimated expenses of $650
               adjusted  by $251 in  1998)  for  Stewart's  Acquisition
               paid by Triarc Parent  through the issuance of its
               common stock and stock options and "pushed down"
               to Stewart's................................................         40,847             (251)           --
                                                                                ----------      -----------     ---------
                                                                                $  304,796      $     3,043     $   34,336
                                                                                ==========      ===========     ==========

</TABLE>



(4)  Balance Sheet Detail

     Receivables

        The  following  is a  summary  of  the  components  of  receivables  (in
thousands):

                                                             Year-End
                                                       -------------------
                                                          1998       1999
                                                          ----       ----
      Receivables:
         Trade.......................................  $  63,283  $ 72,742
         Other.......................................      7,140    10,375
                                                       ---------  --------
                                                          70,423    83,117
      Less allowance for doubtful accounts...........      5,551     5,641
                                                       ---------  --------
                                                       $  64,872  $ 77,476
                                                       =========  ========

     Substantially  all  receivables  are pledged as collateral for certain debt
(see Note 5).

Inventories

     The following is a summary of the components of inventories (in thousands):

                                                        Year-End
                                                 -----------------------
                                                     1998       1999
                                                     ----       ----
     Raw materials.............................. $   20,268  $   20,952
     Work in process............................         98         397
     Finished goods.............................     26,395      40,387
                                                 ----------  ----------
                                                 $   46,761  $   61,736
                                                 ==========  ==========

     Substantially  all  inventories  are pledged as collateral for certain debt
(see Note 5).

Properties

     The following is a summary of the components of properties (in thousands):

                                                         Year-End
                                                 -------------------------
                                                   1998           1999
                                                   ----           ----

      Land.......................................$   1,911     $    1,461
      Buildings and improvements.................    5,623          2,923
      Leasehold improvements.....................    6,628         10,291
      Machinery and equipment....................   35,329         39,521
      Leased assets capitalized..................      431            384
                                                 ---------     ----------
                                                    49,922         54,580
      Less accumulated depreciation and
         amortization............................   24,602         29,319
                                                 ---------     ----------
                                                 $  25,320     $   25,261
                                                 =========     ==========

     Substantially  all  properties  are pledged as collateral  for certain debt
(see Note 5).

Unamortized Costs in Excess of Net Assets of Acquired Companies

     The following is a summary of the components of unamortized costs in excess
of net assets of acquired companies (in thousands):
                                                         Year-End
                                                -------------------------
                                                  1998            1999
                                                  ----            ----

      Costs in excess of net assets of
        acquired companies (Note 3).............$ 355,482       $ 360,101
      Less accumulated amortization.............   87,267          98,435
                                                ---------       ---------
                                                $ 268,215       $ 261,666
                                                =========       =========

Trademarks

     The following is a summary of the components of trademarks (in thousands):

                                                        Year-End
                                                  ---------------------
                                                     1998       1999
                                                     ----       ----

      Trademarks..................................$ 286,231  $ 286,319
      Less accumulated amortization...............   24,325     35,202
                                                  ---------  ---------
                                                  $ 261,906  $ 251,117
                                                  =========  =========

     Substantially  all  trademarks  are pledged as collateral  for certain debt
(see Note 5).

Other Intangible Assets

     The following is a summary of the components of other intangible assets (in
thousands):
                                                       Year-End
                                                ---------------------
                                                   1998        1999
                                                   ----        ----

      Distribution rights.......................$     306   $  28,027
      Non-compete agreements....................    5,214       7,661
      Other   ..................................      922       2,901
                                                ---------   ---------
                                                    6,442      38,589
      Less accumulated amortization.............    5,483       7,078
                                                ---------   ---------
                                                $     959   $  31,511
                                                =========   =========
Deferred Costs and Other Assets

     The following is a summary of the  components  of deferred  costs and other
assets (in thousands):

                                                          Year-End
                                                   --------------------
                                                      1998         1999
                                                      ----         ----

      Deferred financing costs.....................$ 26,948    $ 30,640
      Less accumulated amortization of
        deferred financing costs...................  15,208       3,588
                                                   --------    --------
                                                     11,740      27,052
      Other   .....................................  12,164       9,439
                                                   --------    --------
                                                   $ 23,904    $ 36,491
                                                   ========    ========

Accrued Expenses

     The  following  is a summary  of the  components  of accrued  expenses  (in
thousands):

                                                          Year-End
                                                     ------------------
                                                       1998       1999
                                                       ----       ----

      Accrued interest..............................$  19,166  $ 20,965
      Accrued promotions............................   14,922    19,560
      Accrued compensation and related benefits.....   13,328    18,896
      Accrued production contract losses (a)........    4,639     3,251
      Other   ......................................   29,393    27,901
                                                    ---------  --------
                                                    $  81,448  $ 90,573
                                                    =========  ========
     -----------

     (a)  Represents  obligations  related  to the  portion  of those  long-term
          production  contracts  with  co-packers,  assumed in connection  with
          the  Snapple  Acquisition,  which  the  Company  does  not  anticipate
          utilizing  based  on  projected future volumes.  The decrease in this
          accrual during 1999 was due to obligations paid during such year.

     (5)  Long-Term Debt

      Long-term debt consisted of the following (in thousands):

                                                               Year-End
                                                          ------------------
                                                          1998         1999
                                                          ----         ----

      Credit facility term loans bearing interest
          at a weighted average rate of 9.03% at
          January 2, 2000...............................$     --    $ 470,088
      10 1/4% senior subordinated notes due 2009........      --      300,000
      9 3/4% senior secured notes refinanced in 1999....  275,000         --
      Former Beverage Credit Agreement term loans
          refinanced in 1999............................  284,333         --
      Other.............................................   11,322       8,672
                                                        ---------   ---------
             Total debt.................................  570,655     778,760
             Less amounts payable within one year.......    9,678      41,894
                                                        ---------   ---------
                                                        $ 560,977   $ 736,866
                                                        =========   =========

     Aggregate annual maturities of long-term debt, including  capitalized lease
obligations, were as follows as of January 2, 2000 (in thousands):

     2000................................................... $  41,894
     2001...................................................    10,063
     2002...................................................    12,175
     2003...................................................    14,247
     2004...................................................    14,756
     Thereafter.............................................   685,625
                                                             ---------
                                                             $ 778,760
                                                             =========

     On February 25, 1999 Triarc  Consumer  Products  Group and Triarc  Beverage
Holdings issued  $300,000,000  principal  amount of 10 1/4% senior  subordinated
notes due 2009 (the "Notes") and Snapple, Mistic, Stewart's, RC/Arby's and Royal
Crown  concurrently  entered into an agreement  (the "Credit  Agreement")  for a
$535,000,000 senior bank credit facility (the "Credit Facility") consisting of a
$475,000,000  term facility,  all of which was borrowed as three classes of term
loans (the "Term  Loans") on February  25,  1999,  and a  $60,000,000  revolving
credit facility (the "Revolving  Credit Facility") which provides for borrowings
(the "Revolving Loans") by Snapple, Mistic, Stewart's, RC/Arby's or Royal Crown.
There were no  borrowings  under the  Revolving  Credit  Facility  in 1999.  The
Company  utilized the aggregate net proceeds of these borrowings to (1) repay on
February  25, 1999 the  $284,333,000  outstanding  principal  amount of the term
loans under the Former  Beverage  Credit  Agreement  and  $1,503,000  of related
accrued  interest,   (2)  redeem  (the  "Redemption")  on  March  30,  1999  the
$275,000,000 of borrowings under the RC/Arby's 9 3/4% senior notes due 2000 (the
"9 3/4% Senior  Notes")  and pay  $4,395,000  of related  accrued  interest  and
$7,662,000  of  redemption  premium,  (3)  acquire  Millrose  (see  Note  3) for
$17,491,000,  (4) pay fees and expenses of $28,657,000  relating to the issuance
of the Notes and the  consummation  of the  Credit  Facility  (the  "Refinancing
Transactions")  and (5) pay  one-time  distributions,  including  dividends,  to
Triarc Parent of the remaining  net proceeds from the above  borrowings  and all
the Company's cash and cash  equivalents then on hand in excess of approximately
$2,000,000,  which was retained by the Company for working capital purposes.  An
additional  $1,843,000 of fees and expenses were paid by Triarc Parent on behalf
of the Company and  contributed to the Company (see Note 18). The aggregate fees
and  expenses  of  $30,500,000  relating  to the  issuance  of the Notes and the
consummation of the Credit Facility consist of $15,211,000 of fees and expenses,
including  commitment  fees,  paid to the  lenders  under the  Credit  Facility,
$9,720,000 of fees paid to the  underwriters of the Notes,  $4,185,000 of legal,
auditing and  accounting  fees,  $809,000 of printing fees and $575,000 of other
fees. The one-time  distributions paid to Triarc Parent consisted of $91,420,000
paid on February 25, 1999 and $124,108,000  paid on March 30, 1999 following the
Redemption, and included aggregate dividends of $204,746,000. As a result of the
repayment  prior to maturity of the borrowings  under the Former Beverage Credit
Agreement and the Redemption,  the Company  recognized an  extraordinary  charge
during 1999 of $11,772,000 (see Note 15).

     The stated  interest rate on the Notes is 10 1/4%.  However,  on August 25,
1999 a  temporary  increase  in the  interest  rate by  1/2%  to 10 3/4%  became
effective  because  a  registration  statement  (the  "Registration  Statement")
covering resales by holders of the Notes had not been declared  effective by the
Securities  and  Exchange  Commission  (the  "SEC")  by  August  24,  1999.  The
Registration  Statement  was  declared  effective  on  December  23, 1999 and on
January 28, 2000 the Company  completed an exchange offer (the "Exchange Offer")
which,  collectively,  permitted  the  Notes  to be  publicly  traded.  Upon the
completion of the Exchange Offer, the annual interest rate on the Notes reverted
to the  original  10 1/4%.  The  Notes  mature  in 2009 and do not  require  any
amortization of principal prior thereto.  However,  under the indenture pursuant
to which the Notes were issued,  the Notes are  redeemable  at the option of the
Company at amounts  commencing at 105.125% of principal  beginning February 2004
decreasing annually to 100% in February 2007 through February 2009. In addition,
should the Company  consummate  a permitted  public  equity  offering or receive
proceeds from a public equity offering by Triarc Parent,  the Company may at any
time prior to February 2002 redeem up to $105,000,000 of the Notes at 110.25% of
principal amount with the net proceeds of such public offering.

     Borrowings  under the  Credit  Facility  bear  interest,  at the  Company's
option,  at rates  based on either the 30, 60, 90 or  180-day  London  Interbank
Offered Rate  ("LIBOR")  (ranging  from 5.82% to 6.13% at January 2, 2000) or an
alternate base rate (the "ABR").  The ABR (8 1/2% at January 2, 2000) represents
the higher of the prime rate or 1/2% over the Federal  funds rate.  The interest
rates on LIBOR-based loans are reset at the end of the period corresponding with
the duration of the LIBOR  selected.  The interest rates on ABR-based  loans are
reset at the time of any change in the ABR. Revolving Loans and one class of the
Term  Loans  with  $43,312,000  outstanding  as of  January 2, 2000 (the "Term A
Loans")  currently  bear interest at 3% over LIBOR or 2% over ABR. The other two
classes of Term Loans  with  $124,063,000  and  $302,713,000  outstanding  as of
January  2, 2000 (the  "Term B Loans"  and  "Term C Loans,"  respectively)  bear
interest at 3 1/2% and 3 3/4% over LIBOR,  respectively,  and 2 1/2% and 2 3/4%,
respectively, over ABR. The borrowing base for Revolving Loans is the sum of 80%
of eligible accounts receivable and 50% of eligible  inventories.  At January 2,
2000 there was $51,099,000 of borrowing  availability under the Revolving Credit
Facility in accordance with limitations due to such borrowing base.

     The Company must make mandatory  annual  prepayments in an amount,  if any,
currently equal to 75% of excess cash flow, as defined in the Credit  Agreement.
Such mandatory  prepayments will be applied on a pro rata basis to the remaining
outstanding  balances of each of the three classes of the Term Loans except that
any lender  that has Term B Loans or Term C Loans  outstanding  may elect not to
have its pro rata share of such loans repaid. Any amount prepaid and not applied
to Term B Loans or Term C Loans as a result of such  election  would be  applied
first  to  the  outstanding  balance  of the  Term A  Loans  and  second  to any
outstanding balance of Revolving Loans, with any remaining amount being returned
to the Company.  In  connection  therewith,  a  $28,349,000  prepayment  will be
required in the second  quarter of 2000 in respect of the year ended  January 2,
2000 and, accordingly,  such amount is included in "Current portion of long-term
debt" in the  accompanying  consolidated  balance  sheet as of  January 2, 2000.
After  consideration  of the  effect of this  excess  cash flow  prepayment  and
assuming lenders of Term B Loans and Term C Loans elect to accept their pro rata
share of such  prepayment,  the Term  Loans  would  be due  $36,200,000  in 2000
including  the  estimated  excess  cash  flow  prepayment,  $9,875,000  in 2001,
$11,995,000 in 2002,  $14,117,000 in 2003,  $14,645,000 in 2004,  $88,528,000 in
2005, $228,249,000 in 2006 and $66,479,000 in 2007 and any Revolving Loans would
be due in full in March  2005.  Such  maturities  will  change if the Company is
required to make any future  excess cash flow  payments.  Pursuant to the Credit
Agreement the Company can make voluntary  prepayments  of the Term Loans.  As of
March 10, 2000 no such  voluntary  prepayments  had been made.  However,  if the
Company makes voluntary prepayments of the Term B and Term C Loans it will incur
prepayment  penalties of 1.0% and 1.5%,  respectively,  of any future  amount of
such Term Loans repaid through February 25, 2001.

     Under the Credit  Agreement,  substantially  all of the  Company's  assets,
other than cash and cash equivalents,  are pledged as security. In addition, the
Company's  obligations  with respect to (1) the Notes are guaranteed  (the "Note
Guarantees") by Snapple,  Mistic,  Stewart's,  Arby's, Royal Crown and RC/Arby's
and  all of  their  domestic  subsidiaries  and  (2)  the  Credit  Facility  are
guaranteed (the "Credit Facility  Guaranty") by Triarc Consumer  Products Group,
Triarc Beverage Holdings and  substantially all of the domestic  subsidiaries of
Snapple,  Mistic,  Stewart's,  Royal Crown and RC/Arby's.  As collateral for the
Credit  Facility  Guaranty,  all of the  stock of  Snapple,  Mistic,  Stewart's,
Arby's, Royal Crown and RC/Arby's and all of their domestic and 65% of the stock
of each of  their  directly-owned  foreign  subsidiaries  is  pledged.  The Note
Guarantees are full and unconditional,  are on a joint and several basis and are
unsecured.  As a result of such guarantees,  condensed  consolidating  financial
statements  of the Company are  presented in Note 21 which  depict,  in separate
columns,  the  parent  companies  of each of the  issuers  of the Notes  (Triarc
Consumer  Products Group,  which as previously  indicated was formed January 15,
1999, and Triarc Beverage  Holdings),  those  subsidiaries which are guarantors,
those subsidiaries  which are  non-guarantors,  elimination  adjustments and the
consolidated total. Separate financial statements of the guarantor  subsidiaries
are not presented  because the Company's  management  has  determined  that they
would not be material to investors.

     The Company's debt agreements  contain various  covenants which (1) require
periodic  financial  reporting,  (2) require meeting  financial amount and ratio
tests, (3) limit,  among other matters (a) the incurrence of  indebtedness,  (b)
the  retirement of certain debt prior to maturity,  (c)  investments,  (d) asset
dispositions and (e) affiliate  transactions  other than in the normal course of
business,  and (4) restrict the payment of dividends to Triarc Parent. Under the
most  restrictive  of such  covenants,  the Company would not be able to pay any
dividends  or make  any  loans or  advances  to  Triarc  Parent  other  than the
aforementioned  one-time  distributions,  including  dividends,  paid to  Triarc
Parent in connection  with the Refinancing  Transactions.  As of January 2, 2000
the Company was in compliance with all of such covenants.

(6)  Fair Value of Financial Instruments

     The  Company  has  the  following  financial   instruments  for  which  the
disclosure  of fair  values is  required:  cash and cash  equivalents,  accounts
receivable  and payable,  accrued  expenses,  due to Triarc Parent and long-term
debt.  The  carrying  amounts of cash and cash  equivalents,  accounts  payable,
accrued  expenses and due to Triarc  Parent  approximated  fair value due to the
short-term  maturities of such assets and  liabilities.  The carrying  amount of
accounts  receivable  approximated  fair value due to the related  allowance for
doubtful  accounts.  The carrying amounts and fair values of long-term debt (see
Note 5) were as follows (in thousands):

<TABLE>
<CAPTION>


                                                                                         Year-End
                                                                  ----------------------------------------------------
                                                                              1998                       1999
                                                                  --------------------------  ------------------------
                                                                     Carrying           Fair       Carrying      Fair
                                                                       Amount          Value       Amount       Value
                                                                       ------          -----       ------       -----

      <S>                                                         <C>            <C>          <C>           <C>
      Credit Facility term loans..................................$       --     $       --   $    470,088  $  470,088
      Notes   ....................................................        --             --        300,000     287,250
      9 3/4% Senior Notes.........................................    275,000        278,000           --          --
      Former Beverage Credit Agreement............................    284,333        284,333           --          --
      Other long-term debt .......................................     11,322         11,764         8,672       8,754
                                                                  -----------    -----------  ------------  ----------
                                                                  $   570,655    $   574,097  $    778,760  $  766,092
                                                                  ===========    ===========  ============  ==========

</TABLE>


     The fair values of the term loans under the Credit Agreement and the Former
Beverage  Credit  Agreement  approximated  their  carrying  values  due  to  the
relatively  frequent resets of their floating interest rates. The fair values of
the Notes and the 9 3/4% Senior  Notes are based on quoted  market  prices.  The
fair  values  of  all  other  long-term  debt  were  either  (1)  determined  by
discounting  the future  scheduled  payments using an interest rate assuming the
same original  issuance spread over a current Treasury bond yield for securities
with similar  durations or (2) assumed to reasonably  approximate their carrying
amounts since the remaining maturities are relatively short-term or the carrying
amounts of such debt are relatively insignificant.

(7) Income Taxes

     As discussed in Note 1, the Company is included in the consolidated Federal
income tax return of Triarc Parent.  Pursuant to former  tax-sharing  agreements
(the "Former Tax-Sharing  Agreements")  between Triarc Parent and each of Triarc
Beverage Holdings (including Stewart's effective August 15, 1998), RC/Arby's and
Stewart's  (through  August 15, 1998) through  January 3, 1999 and a revised tax
sharing agreement (the "Revised Tax-Sharing Agreement) between Triarc Parent and
the Company  effective  January 4, 1999, the Company provides for Federal income
taxes on the same basis as if separate  consolidated returns for Triarc Beverage
Holdings,  RC/Arby's  and Cable Car were  filed  through  January  3, 1999 and a
separate  consolidated  return for the Company was filed  commencing  January 4,
1999. As of January 3, 1999 and January 2, 2000,  there were no taxes  currently
payable  since until  January 2, 2000 the Company  was in a net  operating  loss
carryforward position.

     The income (loss) before income taxes and  extraordinary  charges consisted
of the following components (in thousands):

                                    1997        1998           1999
                                    ----        ----           ----

      Domestic..................$ (24,807)  $    55,050    $   46,910
      Foreign...................      679           221           240
                                ---------   -----------    ----------
                                $ (24,128)  $    55,271    $   47,150
                                =========   ===========    ==========


      The benefit from  (provision  for) income taxes consisted of the following
components (in thousands):

                                             1997        1998          1999
                                             ----        ----          ----
      Current:
         Federal.........................$  (3,646)  $   (11,695)   $     (55)
         State...........................   (1,051)       (2,665)      (3,416)
         Foreign.........................     (805)         (457)        (409)
                                         ---------   -----------    ---------
                                            (5,502)      (14,817)      (3,880)
                                         ----------  -----------    ---------
      Deferred:
         Federal.........................    9,722        (8,407)     (16,793)
         State...........................      922        (2,060)        (999)
                                         ---------   -----------    ---------
                                            10,644       (10,467)     (17,792)
                                         ---------   -----------    ---------
              Total......................$   5,142   $   (25,284)   $ (21,672)
                                         =========   ===========    =========

     The current  deferred income tax benefit and the net  non-current  deferred
income tax (liability) resulted from the following components (in thousands):
<TABLE>
<CAPTION>

                                                                                                 Year-End
                                                                                          -----------------------
                                                                                            1998          1999
                                                                                            ----          ----
      <S>                                                                                 <C>          <C>
      Current deferred income tax benefit:
          Accrued employee benefit costs............................................      $   3,363    $    5,843
          Glass front vending machines written off by Quaker........................          2,925         2,925
          Allowance for doubtful accounts...........................................          2,340         2,374
          Inventory obsolescence reserves...........................................          1,210           946
          Accrued production contract losses........................................          1,320           778
          Closed facilities reserves................................................          1,371           630
          Accrued interest relating to income tax matters...........................          1,123           --
          Accrued lease payments for equipment transferred to RTM...................          1,082            15
          Other, net................................................................          4,200         2,911
                                                                                          ---------     ---------
                                                                                             18,934        16,422
                                                                                          ---------     ---------
     Non-current deferred income tax benefit (liability):
         Trademarks basis differences..............................................        (55,038)      (55,565)
         Reserve for income tax contingencies and other tax matters, net...........         (4,221)       (2,573)
         Federal net operating loss carryforwards and excess income tax
           payments under tax-sharing agreements ..................................         39,518           --
         Depreciation and other properties basis differences.......................          3,978         4,590
         Other intangible assets basis differences.................................           (924)       (6,812)
         Deferred franchise fees...................................................          2,108         2,376
         Other, net................................................................          5,406         1,304
                                                                                         ---------    -----------
                                                                                            (9,173)      (56,680)
                                                                                         ---------    -----------
                                                                                         $   9,761    $  (40,258)
                                                                                         =========    ===========

</TABLE>


     The increase in the net deferred income tax benefit  (liability) from a net
benefit of $9,761,000 at January 3, 1999 to a net  liability of  $40,258,000  at
January 2, 2000,  or a change of  $50,019,000,  differs from the  provision  for
deferred  income taxes of $17,792,000  for 1999.  Such difference is principally
due to the  transfer of  $32,719,000  of deferred  income tax benefits to Triarc
Parent (see below).


     The Revised Tax-Sharing  Agreement provides that the Company would continue
to receive benefit for deferred tax assets aggregating $39,518,000 as of January
3, 1999 associated with then existing  Federal net operating loss  carryforwards
and  excess  Federal  income tax  payments  made in  accordance  with the Former
Tax-Sharing  Agreements.  However,  Triarc  Parent  had the  right to cause  the
effective transfer of any unutilized benefits from the Company to Triarc Parent,
but only to the extent any such transfer would not result in non-compliance with
the minimum net worth covenant of the Credit Agreement. During 1999, the Company
generated  an  additional  $6,339,000  of  such  benefits  as a  result  of  the
extraordinary  charges from the early  extinguishment  of debt (see Note 15). In
accordance  with the  Revised  Tax-Sharing  Agreement,  during  1999 the Company
utilized  $13,138,000 of such benefits to offset income taxes otherwise  payable
on its pre-tax income before extraordinary charges and transferred the remaining
$32,719,000  of such  deferred tax benefits to Triarc Parent as if such transfer
were a distribution from the Company to Triarc Parent. In accordance  therewith,
the Company recorded a charge to "Accumulated deficit" and a credit to "Deferred
income taxes" of  $32,719,000.  As of January 2, 2000, the Company no longer has
any net operating loss carryforward  benefits  available to it under the Revised
Tax Sharing Agreement.

     The difference  between the reported  benefit from  (provision  for) income
taxes and the tax benefit  (provision)  that would result from  applying the 35%
Federal   statutory  rate  to  the  income  or  loss  before  income  taxes  and
extraordinary charges is reconciled as follows (in thousands):

<TABLE>
<CAPTION>


                                                                                1997         1998          1999
                                                                                ----         ----          ----

   <S>                                                                      <C>           <C>          <C>
   Income tax benefit (provision) computed at Federal
       statutory rate...................................................    $    8,445    $  (19,345)  $  (16,502)
   (Increase) decrease in Federal tax provision resulting from:
          Amortization of non-deductible Goodwill ......................        (2,471)       (3,138)      (3,217)
          State income taxes, net of Federal income tax effect .........           (84)       (3,071)      (2,870)
          Foreign tax rate in excess of United States Federal
             statutory rate and foreign withholding taxes, net
             of Federal income tax benefit..............................          (433)         (247)        (212)
          Reversal of provision for income tax contingencies............            --            --        1,500
          Other non-deductible, net.....................................          (315)          517         (371)
                                                                            ----------    ----------   ----------
                                                                            $    5,142    $  (25,284)  $  (21,672)
                                                                            ==========    ==========   ==========

</TABLE>

     The  Federal  income  tax  returns of Triarc  Parent and its  subsidiaries,
including  RC/Arby's,  have been examined by the Internal  Revenue  Service (the
"IRS")  for the tax  years  from  1989  through  1992 (the  "1989  through  1992
Examination").  Prior to 1999 Triarc Parent  resolved and settled certain issues
with the IRS regarding  such audit and in July 1999 Triarc  Parent  resolved all
remaining  issues. In connection  therewith,  the Company paid $4,576,000 during
1997, of which  $2,426,000 was the amount of tax due and $2,150,000 was interest
thereon,  and no further  payments  are  required.  Such amounts were charged to
reserves principally provided in prior years. The IRS has tentatively  completed
its  examination  of the  Federal  income tax  returns of Triarc  Parent and its
subsidiaries,  including  RC/Arby's,  for the  year  ended  April  30,  1993 and
transition  period  ended  December  31,  1993  (the  "1993  Examination").   In
connection  therewith and subject to final  processing  and approval by the IRS,
Triarc Parent has received  notices of proposed  adjustments,  of which $722,000
would increase the taxable income relating to RC/Arby's, resulting in additional
taxes and accrued  interest  payable of $434,000 under the Company's tax sharing
agreement with Triarc Parent.  Such additional  taxes and accrued  interest have
been provided for in connection with income tax and related interest contingency
reserves  established  in prior years.  During each of 1997 and 1998 the Company
provided $1,000,000 included in "Interest expense" relating to such examinations
and other tax matters.  As a result of the  settlement  of the 1989 through 1992
Examinations and the tentative completion of the 1993 Examinations,  the Company
determined  that it had excess  income tax  reserves  and  interest  accruals of
$1,500,000 and $2,828,000, respectively, and, accordingly, released such amounts
in 1999.  The adjustment to the income tax reserves were reported as a reduction
of the provision for income taxes of $1,500,000 and the  adjustments to interest
accruals were reported as a reduction of "Interest expense" of $2,828,000.

(8)  Redeemable Preferred Stock

     On May 22,  1997  Triarc  Beverage  Holdings  issued  75,000  shares of its
redeemable  cumulative   convertible  preferred  stock,  $1.00  par  value  (the
"Redeemable  Preferred  Stock") to Triarc Parent for $75,000,000.  On August 21,
1997 each of the 75,000  outstanding  shares of Redeemable  Preferred  Stock was
converted  into  1/100 of a share as a result of a 1:100  reverse  stock  split,
resulting in 750 issued and outstanding shares of Redeemable Preferred Stock. On
February 23, 1999 Triarc Parent  contributed  the Redeemable  Preferred Stock to
Triarc Consumer Products Group. The Redeemable Preferred Stock bore a cumulative
annual  dividend of 10% on stated value  compounded  annually for any undeclared
dividends,  payable in cash or additional shares of Redeemable  Preferred Stock,
if declared by, and at the option of, the Company.  The cumulative dividends not
declared or paid of $4,604,000,  $7,983,000  and  $1,192,000 for 1997,  1998 and
1999 (through February 23, 1999), respectively,  were accounted for as increases
in "Redeemable preferred stock" with offsetting charges to "Contributed capital"
since payment of the dividends was not solely in the control of the Company.  As
a result  of the  contribution  of the  Redeemable  Preferred  Stock  to  Triarc
Consumer  Products Group the Company credited the $88,779,000  carrying value of
such stock,  reflecting the cumulative  unpaid dividends of $13,779,000  through
February 23, 1999, to member's deficit.

(9)  Member's Deficit

     Triarc Beverage  Holdings  adopted the Triarc Beverage  Holdings Corp. 1997
Stock Option Plan (the "Triarc  Beverage  Plan") in 1997 which  provides for the
grant of options to purchase  shares of Triarc Beverage  Holdings'  common stock
(the "Triarc Beverage Common Stock") to key employees,  officers,  directors and
consultants of Triarc Beverage Holdings, Triarc Parent and their affiliates. The
Triarc Beverage Plan provides for a maximum of 150,000 shares of Triarc Beverage
Common  Stock to be issued upon the  exercise of stock  options and there remain
2,050 shares  available for future  grants under the Triarc  Beverage Plan as of
January 2, 2000. A summary of changes in  outstanding  stock  options  under the
Triarc Beverage Plan is as follows:

<TABLE>
<CAPTION>
                                                                                                      Weighted Average
                                                              Options             Option Price          Option Price
                                                              -------             ------------          ------------
      <S>                                                      <C>                  <C>                    <C>
      Granted during 1997...................................    76,250               $147.30                $147.30
                                                            ----------
      Outstanding at December 28, 1997......................    76,250               $147.30                $147.30
      Granted during 1998...................................    72,175               $191.00                $191.00
      Terminated during 1998................................    (3,000)              $147.30                $147.30
                                                            ----------
      Outstanding at January 3, 1999........................   145,425         $147.30 and $191.00          $168.99
      Changes in options relating to equitable
        adjustments of option prices during 1999
        discussed below:
           Cancellation    .................................  (144,675)        $147.30 and $191.00          $169.10
           Reissuance      .................................   144,675         $107.05 and $138.83          $122.90
      Granted during 1999...................................     4,850               $311.99                $311.99
      Exercised during 1999.................................      (500)              $107.05                $107.05
      Terminated during 1999................................    (2,325)         $107.05 - $311.99           $170.72
                                                            ----------
      Outstanding at January 2, 2000........................   147,450          $107.05 - $311.99           $128.55
                                                            ==========
      Exercisable at January 2, 2000........................    47,723         $107.05 and $138.83          $123.07
                                                            ==========


</TABLE>

     Stock  options are granted at fair value at the date of grant as determined
by  independent  appraisals.  The weighted  average grant date fair value of the
options  granted during 1997 and 1998 was $50.75 and $60.01,  respectively.  The
weighted  average grant date fair value of the options  granted  during 1999 was
$222.69 for the  144,675  reissued  options  and  $102.75 for the 4,850  granted
options.  Stock  options  have  maximum  terms of ten years and  generally  vest
ratably over periods  approximating three years.  However,  the options reissued
(see below) in 1999 vest or vested ratably on July 1 of 1999, 2000 and 2001.

     The  following  table  sets forth  information  relating  to stock  options
outstanding and exercisable at January 2, 2000:

                                                                Stock Options
                    Stock Options Outstanding                  Exercisable and
          -------------------------------------------------
                           Outstanding at       Weighted        Outstanding at
                              Year-End        Average Years       Year-End
          Option Price          1999            Remaining            1999
          ------------          ----            ---------            ----
         $    107.05             71,000            7.6               23,667
         $    138.83             72,175            8.5               24,056
         $    311.99              4,275            9.4                 --
                             ----------                          ----------
                                147,450            8.1               47,723
                             ==========                          ==========

     The Triarc Beverage Plan provides for an equitable adjustment of options in
the event of a  recapitalization  or similar event.  The exercise  prices of the
options  granted in 1997 and 1998 were equitably  adjusted in 1999 to adjust for
the effects of net  distributions  of  $91,342,000,  principally  consisting  of
transfers  of cash and  deferred  tax assets  from Triarc  Beverage  Holdings to
Triarc Parent,  partially  offset by the effect of the contribution of Stewart's
to Triarc Beverage  Holdings  effective May 17, 1999. The exercise prices of the
options  granted  in 1997 and 1998 were  equitably  adjusted  from  $147.30  and
$191.00 per share, respectively, to $107.05 and $138.83 per share, respectively,
and a cash  payment  (the  "Cash  Payment")  of $51.34  and  $39.40  per  share,
respectively,  is due to the option  holder  following the exercise of the stock
options and either (1) the sale by the option holder to the Company of shares of
Triarc  Beverage Common Stock received upon the exercise of the stock options or
(2) the  consummation  of an initial public  offering of Triarc  Beverage Common
Stock (collectively,  the "Cash Payment Events"). The Company is responsible for
the Cash Payment to its  employees  who are option  holders and Triarc Parent is
responsible  for the Cash Payment to its employees who are option holders either
directly or through  reimbursement  to the Company.  As disclosed in Note 1, the
Company  accounts  for stock  options in  accordance  with the  intrinsic  value
method. In accordance therewith, the equitable adjustment, exclusive of the Cash
Payment,  is considered a  modification  to the terms of existing  options.  For
purposes  of  disclosure,   including  the   determination   of  the  pro  forma
compensation  expense set forth below, the equitable  adjustment is reflected in
accordance  with  the  fair  value  method  whereby  it  results  in the  deemed
cancellation of existing options and the reissuance of new options.  See Note 10
for disclosure of the  compensation  expense being  recognized  ratably over the
vesting  period of the stock options for such cash to be paid.  No  compensation
expense  will be  recognized  for the  changes  in the  exercise  prices  of the
outstanding  options because such  modifications to the options did not create a
new measurement date under the intrinsic value method.

     In 1995 the Company granted the syndicated  lending bank in connection with
a former  bank  facility  of Mistic  and two  senior  officers  of Mistic  stock
appreciation  rights (the "Mistic  Rights") for the  equivalent  of 3% and 9.7%,
respectively,  of Mistic's  outstanding  common stock plus the equivalent shares
represented by such stock appreciation  rights. The Mistic Rights granted to the
syndicating  lending bank were  immediately  vested and of those  granted to the
senior officers,  one-third vested over time and two-thirds  vested depending on
Mistic's  performance.  The  Mistic  Rights  provided  for  appreciation  in the
per-share  value of Mistic common stock above a base price of $28,637 per share,
which was equal to the price per share paid by Triarc  Parent at the time of the
Mistic  acquisition  in 1995.  The value of the  Mistic  Rights  granted  to the
syndicating  lending bank was recorded as deferred  financing costs. The Company
recognized  periodically the estimated  increase or decrease in the value of the
Mistic Rights;  such amounts were not significant to the Company's  consolidated
results of operations in 1997. In connection  with the refinancing of the former
Mistic bank facility in May 1997, the Mistic Rights  granted to the  syndicating
lending bank were  repurchased by the Company for $492,000;  the $177,000 excess
of such  cost  over the then  recorded  value of such  rights  of  $315,000  was
recorded as "Interest  expense"  during 1997.  In  addition,  the Mistic  Rights
granted to the two senior officers were canceled in 1997 in  consideration  for,
among other things,  their  participation in the Triarc Beverage Plan. Since the
estimated  per-share  value  of the  Mistic  common  stock  at the  time of such
cancellation  was lower than the base price of the Mistic  Rights,  no income or
expense was required to be recorded as a result of such cancellation.

     The  Company  has not  recognized  any  compensation  expense for the stock
options  granted  since it accounts  for stock  options in  accordance  with the
intrinsic value method. Had compensation cost for such option grants,  including
those  options  granted  to  employees  of Triarc  Parent and  affiliates,  been
determined in accordance with the fair value method, the Company's pro forma net
income (loss) for 1997, 1998 and 1999 would have been $(22,264,000), $28,277,000
and $9,568,000,  respectively.  Such pro forma net income (loss) adjusts the net
income  (loss)  as set  forth in the  accompanying  consolidated  statements  of
operations  to reflect (1)  compensation  expense for all stock  option  grants,
including those options reissued in 1999 as a result of equitable adjustments of
option  prices,  based on the fair value  method and (2) the income tax  effects
thereof.  The fair  values of stock  options  granted  on the date of grant were
estimated  using the  Black-Scholes  option  pricing  model  with the  following
weighted average  assumptions:  (1) risk-free  interest rate of 6.22%, 5.54% and
5.69% for the 1997, 1998 and 1999 grants, respectively, (2) expected option life
of 7 years, 7 years and 5.7 years,  respectively  and (3) dividends would not be
paid. Since the Triarc Beverage Common Stock is not publicly traded,  volatility
was not applicable.  The weighted  average expected option life of 5.7 years for
the 1999 grants has been adjusted to reflect the remaining  expected life of the
144,675  reissued options for which the original vesting dates were not changed.
The above 1999 pro forma amounts may not be representative of the effects on net
income in 2000  because of the combined  effect of there being no option  grants
prior to 1997 when the plan was adopted and the approximate  three-year  vesting
period.

(10) Capital Structure Reorganization Related Charge

     As disclosed  in Note 9, the Company must make cash  payments of $51.34 and
$39.40 per share for stock options granted in 1997 and 1998, respectively,  upon
the Cash Payment Events. The capital structure  reorganization related charge of
$3,348,000 in 1999  represents  the vested  portion as of January 2, 2000 of the
aggregate  maximum  $4,076,000  cash  payments  to be paid by the Company to its
employees who are option  holders and  recognized  over the full vesting  period
assuming all  remaining  outstanding  stock  options  either have vested or will
become vested,  net of credits for  forfeitures  of non-vested  stock options of
terminated employees.

(11) Charges (Credit) Related to Post-Acquisition Transition, Integration and
        Changes to Business Strategies

     The 1997 charges related to  post-acquisition  transition,  integration and
changes to business strategies are attributed to the Snapple Acquisition and the
Stewart's Acquisition during 1997 and consisted of the following (in thousands):

<TABLE>
<CAPTION>


<S>                                                                                                           <C>
      Non-cash charges:
         Write down glass front vending machines based on the Company's change in estimate
           of their value considering the Company's plans for their future use (a)........................... $  12,557
         Provide additional reserves for doubtful accounts related to Snapple ($2,254) and the effect
           of the Snapple Acquisition ($975) on collectibility of a receivable from MetBev, Inc.,
           an affiliate, based on the Company's change in estimate of the related
           write-off to be incurred (b)......................................................................     3,229
      Cash obligations:
         Provide additional reserves for legal matters based on the Company's change in Quaker's
           estimate of the amounts required reflecting the Company's plans and estimates of costs to
           resolve such matters (c)..........................................................................     6,697
         Provide for certain costs in connection with the successful consummation of the Snapple
           Acquisition and the Mistic refinancing in connection with entering into the Former
           Beverage Credit Agreement(d)......................................................................     4,000
         Provide for fees paid to Quaker pursuant to a transition services agreement (e) ....................     2,819
         Provide for the portion of promotional expenses relating to the period of 1997 prior to the
           Snapple Acquisition as a result of the Company's then current operating expectations (f)..........     2,510
         Provide for costs, principally for independent consultants, incurred in connection with the
           conversion of Snapple to the Company's operating and financial information systems (g)............     1,603
         Sign-on bonus related to the Stewart's Acquisition..................................................       400
                                                                                                             ----------
                                                                                                             $   33,815
                                                                                                             ==========


</TABLE>


     (a)  During Quaker's ownership of Snapple, the glass front vending machines
          were held for sale to distributors and,  accordingly,  were carried at
          their estimated net realizable value.  During the business  transition
          following the Snapple Acquisition, the Company became aware that these
          machines were frequently unreliable in the field. The Company made the
          decision  to correct the  mechanical  defects in the  machines  and to
          allow  distributors  to use the machines at locations  chosen by them,
          without the cost of purchasing them. By deciding to no longer sell the
          glass front  vending  machines,  the Company will not recover from its
          customers   the  value  of  the  machines   acquired  in  the  Snapple
          Acquisition.  Accordingly,  because  the  Company  expects no specific
          identifiable  future  cash  flows,  in 1997 the  Company  wrote off an
          amount  representing  the excess of the carrying value of the machines
          over  their  estimated  scrap  value  given  the  Company's   decision
          described above.

     (b)  In the  transition  following  the  Snapple  Acquisition,  the Company
          decided that, in order to improve  relationships  with  customers,  it
          would not actively seek to collect certain past due balances, disputed
          amounts  or  amounts  that  were  not  sufficiently  supportable,  and
          provided additional reserves for doubtful accounts of $2,254,000.  The
          Company's  soft  drink  concentrate  segment  sold  finished  products
          through  MetBev,  Inc.  ("MetBev"),  a  distributor  in the  New  York
          metropolitan  area in which the Company owns a 44.7% voting  interest.
          Prior to the Snapple  Acquisition,  the MetBev  business was sold to a
          competitor  of  Snapple.   When  the  Company  acquired  Snapple,   it
          recognized  that its  efforts to rebuild  Snapple  would have a severe
          competitive effect on the acquiror of the MetBev business. The Company
          acquired  Snapple  with the intent that Snapple  would  regain  market
          share it had lost in the New York  metropolitan  area.  As a result of
          the Snapple  Acquisition  and the  Company's  business  strategy,  the
          Company concluded that the remaining  $975,000  receivable from MetBev
          would more likely than not become uncollectible.

     (c)  In the  transition  following  the  Snapple  Acquisition,  the Company
          decided that,  in order to improve  relationships  with  customers and
          reverse Snapple's sales decline, it would attempt to settle as many of
          the legal matters pending at the time of the Snapple  Acquisition,  in
          particular  the Rhode Island  Beverages  Matter  described  below,  as
          quickly as  possible.  Accordingly,  the Company  provided  $6,697,000
          representing  the  excess of the  Company's  estimate  to settle  such
          claims over the existing reserves established by Quaker as of the date
          of the Snapple  Acquisition.

          The Company,  through its ownership of Snapple, owned 50% of the stock
          of  Rhode  Island  Beverage  Packing  Company,   L.P.  ("Rhode  Island
          Beverages")  prior to its  disposition in February  1998.  Snapple and
          Quaker were  defendants  in a breach of  contract  case filed in April
          1997 by Rhode Island  Beverages prior to the Snapple  Acquisition (the
          "Rhode Island  Beverages  Matter").  The Rhode Island Beverages Matter
          was settled in February 1998 and in  accordance  therewith the Company
          surrendered   (1)  its  50%  investment  in  Rhode  Island   Beverages
          ($550,000)  and (2)  certain  properties  ($1,202,000)  and paid Rhode
          Island  Beverages  $8,230,000.   The  settlement  amounts  were  fully
          provided for in a combination  of (1)  $6,530,000 of the $6,697,000 of
          legal reserves  described above, (2) $3,321,000 of reserves for losses
          in  long-term   production   contracts   established  in  the  Snapple
          Acquisition purchase accounting and (3) $131,000 of an accrual related
          to the Rhode Island Beverages  long-term  production contract included
          in historical  liabilities at the date of the Snapple Acquisition (see
          Note 3).

     (d) In connection with the Snapple  Acquisition and the related refinancing
of the debt of Mistic, Snapple and Mistic paid a $4,000,000 fee to Triarc Parent
on May 22, 1997 in order to compensate Triarc Parent for its recurring  indirect
costs incurred while providing assistance in consummating these transactions.

     (e) During the transition  following the Snapple  Acquisition,  the Company
paid $2,819,000 to Quaker in return for Quaker providing  certain  operating and
accounting  services for Snapple for a six-week  period in  accordance  with the
terms of a transition services agreement.  Quaker performed these services while
the Company  transitioned the records,  operations and management to the Company
and its systems.

     (f) In the  transition  following  the  Snapple  Acquisition,  the  Company
decided  that, in order to improve  relationships  with  customers,  the Company
would not pursue collection of the many questionable claimed promotional credits
and recognized within "Charges (credit) related to post-acquisition  transition,
integration  and changes to business  strategies"  the $2,510,000 of promotional
costs in June  1997  which  were in  excess  of the high end of the range of the
Company's expectations for promotional costs.

     (g) In the  transition  following  the  Snapple  Acquisition,  the  Company
recognized  $1,603,000 of costs incurred to engage  various  consultants to help
the Company plan for the related  systems and business  procedure  modifications
necessary in order to be able to manage the Snapple business.

     As of December 28, 1997 all cash obligations had been liquidated other than
$6,697,000 of the additional  reserves for legal matters,  which were liquidated
during the year ended January 3, 1999.

     The 1999 credit related to  post-acquisition  transition,  integration  and
changes  to  business  strategies  of  $549,000  resulted  from  changes  in the
estimated  amount of the  additional  Snapple  reserves  for  doubtful  accounts
originally  provided during 1997 (see (b) above).  As of January 2, 2000, all of
the other additional  reserves for doubtful  accounts had been fully utilized to
write off related receivables.

(12)  Facilities Relocation and Corporate Restructuring Charges (Credits)

     The components of facilities relocation and corporate restructuring charges
(credits) in 1997 and 1999 and an analysis of related activity in the facilities
relocation and corporate restructuring accrual are as follows (in thousands):

<TABLE>
<CAPTION>


                                                                                        1997
                                                        -----------------------------------------------------------------
                                                          Balance                          Write-off              Balance
                                                        January 1,                        of Related  Adjust-   December 28,
                                                         1997 (a)   Provision(b) Payments   Assets    ments (b)    1997
                                                         -------    ------------ --------   ------    ---------    ----

      <S>                                              <C>           <C>        <C>       <C>       <C>        <C>
      Cash obligations:
         Employee severance and related
           termination costs associated with
              The sale of all company-owned
                 restaurants...........................$      --     $  4,897   $ (3,088) $    --   $     --   $  1,809
              The relocation of Royal Crown's
                 corporate headquarters................     2,028         500     (1,463)      --          (1)    1,064
              A Royal Crown plant closing..............       172         --        (173)      --           1       --
              Other....................................       --           29        (29)      --         --        --
         Employee relocation costs associated with
              The sale of all company-owned
                 restaurants...........................       --          700       (327)      --         --        373
              The relocation of Royal Crown's
                 corporate headquarters................       --          637       (894)      --         --       (257)
         Estimated costs related to the sublease of
           excess office space associated with
              The sale of all company-owned
                 restaurants...........................       382         --        (140)      --         (87)      155
              The relocation of Royal Crown's
                 corporate headquarters................       110         --         --        --         --        110
         Estimated costs other than severance of a
           Royal Crown plant closing...................       300         --        (128)      --        (172)      --
      Non-cash charges:
         Estimated write-off of equipment in
           connection with a Royal Crown plant
           closing.....................................       150         --         --       (143)        (7)      --
         Write-off of certain beverage distribution
           rights......................................       --          300        --       (300)       --        --
                                                       ----------    --------   --------  --------  ---------  --------
                                                       $    3,142    $  7,063   $ (6,242) $   (443) $    (266) $  3,254
                                                       ==========    ========   ========  ========  =========  ========


</TABLE>


<TABLE>
<CAPTION>

                                                                                                   1998
                                                                              ---------------------------------------------
                                                                                Balance                            Balance
                                                                             December 29,               Adjust-   January 3,
                                                                                 1997    Payments       ments (c)   1999
                                                                                 ----    --------       ---------   ----

      <S>                                                                     <C>         <C>          <C>     <C>
      Cash obligations:
         Employee severance and related termination costs associated
           with
              The sale of all company-owned restaurants.......................$   1,809   $  (1,236)   $  --   $    573
              The relocation of Royal Crown's corporate headquarters..........    1,064        (601)      --        463
         Employee relocation costs associated with
              The sale of all company-owned restaurants.......................      373         (24)      (65)      284
              The relocation of Royal Crown's corporate headquarters..........     (257)        --        --       (257)
         Estimated costs related to the sublease of excess office
           space associated with
              The sale of all company-owned restaurants.......................      155         (53)     (102)      --
              The relocation of Royal Crown's corporate headquarters..........      110         --        --        110
                                                                              ---------   ---------    ------  --------
                                                                              $   3,254   $  (1,914)   $ (167) $  1,173
                                                                              =========   =========    ======  ========

</TABLE>

<TABLE>
<CAPTION>


                                                                                                1999
                                                                              -------------------------------------------
                                                                                Balance                          Balance
                                                                              January 3,                       January 2,
                                                                                 1999      Payments Credits (d)   2000
                                                                                 ----      -------- ----------    ----

      <S>                                                                     <C>         <C>          <C>     <C>
      Cash obligations:
         Employee severance and related termination costs associated
           with
              The sale of all company-owned restaurants.......................$     573   $    (457)   $ (116) $    --
              The relocation of Royal Crown's corporate headquarters..........      463        (158)     (305)      --
         Employee relocation costs associated with
              The sale of all company-owned restaurants.......................      284         (97)     (187)      --
              The relocation of Royal Crown's corporate headquarters..........     (257)        --        257       --
         Estimated costs related to the sublease of excess office space
           associated with
              The relocation of Royal Crown's corporate headquarters..........      110         --       (110)      --
                                                                              ---------   ---------    ------  -------
                                                                              $   1,173   $    (712)   $ (461) $    --
                                                                              =========   =========    ======  =======
      -----------

</TABLE>


      (a)  The facilities  relocation and corporate  restructuring accrual as of
           January  1,  1997  resulted  from the  remaining  balances  from 1996
           provisions and consisted  principally of (1) employee severance costs
           associated with the 1997  termination of 35  headquarters  employees,
           principally  in finance and  accounting,  legal,  marketing and human
           resources,  in  connection  with the  relocation  (the  "Royal  Crown
           Relocation")  of Royal  Crown's  corporate  headquarters  which  were
           centralized with Triarc Beverage  Holdings'  offices in White Plains,
           New York and 5 operations  employees at Royal Crown's Ohio production
           facility  which  was shut  down,  (2)  estimated  losses  on  planned
           subleases of surplus  subsidiary  headquarters and divisional  office
           space  principally for rent and common area maintenance costs for the
           estimated  period the surplus  space  would  remain  unoccupied  as a
           result of the then planned sale of company-owned  restaurants and the
           Royal Crown  Relocation  and (3) the  shutdown of Royal  Crown's Ohio
           production  facility  (principally  for  (a)  an  estimated  $150,000
           write-off  of  obsolete  steel  drums  used  to send  concentrate  to
           bottlers  and  (b)  estimated  cash  obligations  principally  for an
           estimated  $150,000  for  refurbishing  the plant and $50,000 for the
           transfer of equipment to the Company's  other soft drink  concentrate
           plant).


      (b)  The 1997 facilities  relocation and corporate  restructuring  charges
           principally related to (1) employee severance and related termination
           costs  associated  with   restructuring  the  restaurant  segment  in
           connection  with  the RTM Sale  (see  Note 3) and,  to a much  lesser
           extent,  employee  severance and related  termination  costs of three
           additional Royal Crown headquarters employees terminated in 1997, (2)
           employee relocation costs, which are expensed as incurred, associated
           with  the  RTM  Sale  and  the  Royal  Crown  Relocation  and (3) the
           write-off  of the  remaining  unamortized  costs of certain  beverage
           distribution  rights  reacquired  in prior years and no longer  being
           utilized by the Company as a result of the sale or liquidation of the
           assets and liabilities of MetBev. The severance and termination costs
           in the restaurant segment were as a result of the termination in 1997
           of  54  employees  principally  in  finance  and  accounting,   owned
           restaurant  operations,  marketing and human resources as well as the
           president and chief executive  officer of Arby's.  Adjustments to the
           accrual for estimated  costs related to the sublease of excess office
           space  which  were   associated   with  the  sale  of   company-owned
           restaurants  resulted from subsequent  favorable  lease  negotiations
           with the landlord for the divisional office space. Adjustments to the
           accrual for estimated costs of the Royal Crown plant closing resulted
           from lower  than  expected  actual  costs  associated  with the plant
           closing,  specifically  estimated costs for  refurbishing  the plant,
           compared with the costs originally estimated.

      (c)  The 1998  adjustments  principally  relate to the  sublease of excess
           office  space  associated  with  the RTM  Sale  which  resulted  from
           subsequent favorable lease negotiations with the landlord.

      (d)  The 1999 facilities  relocation and corporate  restructuring  credits
           principally  relate  to  severance  and  related   termination  costs
           associated  with the Royal Crown  Relocation  and the RTM Sale.  Such
           adjustments   aggregated   $461,000  and  resulted  from   relatively
           insignificant  changes to the original  estimates used in determining
           the  related  provisions  for  facilities  relocation  and  corporate
           restructuring in 1996 and 1997 which aggregated $14,863,000.

(13)  Gain (Loss) on Sale of Businesses, Net

     The  "Gain  (loss)  on  sale  of  businesses,  net"  as  reflected  in  the
accompanying consolidated statements of operations was $(3,513,000),  $5,016,000
and $(533,000) in 1997, 1998 and 1999, respectively.  The loss in 1997 consisted
of  $4,089,000  of loss  from the RTM Sale  (see  Note 3) less the  $576,000  of
recognized  gain on the C&C Sale (see Note 3). The gain in 1998 consisted of (1)
$4,702,000 of gain from the sale of Select Beverages,  Inc. ("Select Beverages")
(see below) and (2) $314,000 of additional recognition of deferred gain from the
C&C Sale. The loss in 1999  consisted of an $889,000  reduction to the gain from
the sale of Select  Beverages  recorded  in 1998 (see  below)  less  $356,000 of
additional recognition of deferred gain from the C&C Sale.

     The Company owned 20% of Select Beverages until its sale on May 1, 1998. On
May 1, 1998 the Company sold its interest in Select  Beverages for  $28,342,000,
subject to certain  post-closing  adjustments.  The Company recognized a pre-tax
gain on the sale of Select Beverages during 1998 of $4,702,000, representing the
excess  of the  net  sales  price  over  the  Company's  carrying  value  of the
investment in Select Beverages and related  estimated  post-closing  adjustments
and expenses. During 1999 the Company recorded an $889,000 reduction to the gain
from the sale of Select  Beverages  resulting from a post-closing  adjustment to
the  purchase  price  higher  than  the  adjustment   originally   estimated  in
determining the $4,702,000 gain recorded in 1998.

(14)  Other Income, Net

     Other income,  net consisted of the following income  (expense)  components
(in thousands):

                                                  1997        1998       1999
                                                  ----        ----       ----

      Interest income..........................$   1,671  $   3,754  $    5,340
      Gain on lease termination................      892        --          651
      Rental income............................      894        916         129
      Gain (loss) on sales of properties.......    1,008        502        (202)
      Equity in income (loss) of investees.....      862     (1,222)        --
      Other, net...............................      205      1,348         864
                                               ---------  ---------  ----------
                                               $   5,532  $   5,298  $    6,782
                                               =========  =========  ==========

    The equity in income (loss) of investees consists of the Company's equity in
the income or loss of Select  Beverages  (see Note 13) and  amortization  of the
excess of the  Company's  investment  in Select  Beverages  over the  underlying
equity in its net assets in 1998 of $341,000 through the May 1998 sale of Select
Beverages.  The  Company  did not  recognize  any  equity in the income of Rhode
Island Beverages prior to the Company's surrendering such investment in February
1998 since at the date of the Snapple Acquisition the investment in Rhode Island
Beverages,  which  was owned by  Snapple,  was  expected  to be  surrendered  in
connection  with the settlement of the Rhode Island  Beverages  Matter (see Note
11).

(15)  Extraordinary Charges

     The 1997  extraordinary  charges resulted from the early  extinguishment or
assumption  of (1) the  Mortgage  Notes and  Equipment  Notes  assumed by RTM in
connection  with the RTM Sale  (see Note 3) and (2)  obligations  under a former
bank facility of Mistic  refinanced in connection  with entering into the Former
Beverage Credit Agreement (see Note 5). The 1999 extraordinary  charges resulted
from the early  extinguishment  of (1)  obligations  under the  Former  Beverage
Credit Agreement and (2) the 9 3/4% Senior Notes (see Note 5). The components of
such extraordinary charges were as follows (in thousands):

                                                             1997        1999
                                                             ----        ----

      Write-off of previously unamortized deferred
         financing costs.................................$    4,839   $   10,792
      Payment of redemption premium......................        --        7,662
      Write-off of previously unamortized
         interest rate cap agreement costs ..............        --          146
                                                         ----------   ----------
                                                              4,839       18,600
      Income tax benefit.................................     1,885        6,828
                                                         ----------   ----------
                                                         $    2,954   $   11,772
                                                         ==========   ==========

(16)    Retirement and Other Benefit Plans

     On September 1, 1999 several of the Company's  401(k) defined  contribution
plans (the "Former Plans") merged into one existing 401(k) defined  contribution
plan of Triarc Parent (the "Plan" and,  collectively  with the Former Plans, the
"Plans") in which the Company was also participating. The Plans cover or covered
all of the Company's employees,  upon the addition of Stewart's employees on May
1,  1998,  who meet  certain  minimum  requirements  and  elect to  participate,
excluding a limited number of employees  working under certain union  contracts.
Under the provisions of the Plans,  employees may contribute various percentages
of their  compensation  ranging  up to a  maximum  of 15%,  subject  to  certain
limitations.  Effective September 1, 1999 the Plan provides for Company matching
contributions at 50% of employee contributions up to the first 6% thereof. Prior
thereto, the Plans provided for Company matching contributions at either (1) 50%
of  employee  contributions  up to the first 5% thereof or (2) 100% of  employee
contributions  up to the first 3% thereof.  In  addition,  the Plans  provide or
provided for annual  Company  profit-sharing  contributions  of a  discretionary
aggregate  amount to be determined by the employer.  In connection  with both of
these  employer  contributions,  the Company  provided as  compensation  expense
$1,181,000, $1,470,000 and $1,756,000 in 1997, 1998 and 1999, respectively.

     The Company maintains a defined benefit plan for eligible employees through
December 31, 1988 of certain  subsidiaries,  benefits under which were frozen in
1992.  The net  periodic  pension cost for 1997,  1998 and 1999,  as well as the
accrued  pension  cost  as  of  January  3,  1999  and  January  2,  2000,  were
insignificant.

     The Company  maintains  unfunded  postretirement  medical and death benefit
plans for a limited number of retired employees of certain subsidiaries who have
provided certain minimum years of service.  The medical benefits are principally
contributory  while death benefits are  noncontributory.  The net postretirement
benefit cost for 1997, 1998 and 1999, as well as the accumulated  postretirement
benefit   obligation   as  of  January  3,  1999  and  January  2,  2000,   were
insignificant.

     Triarc Parent has granted stock options to purchase Class A common stock of
Triarc Parent (the "Triarc Parent Common Stock") to certain key employees of the
Company  under  several  equity plans of Triarc  Parent.  Such  options  include
610,000  granted at exercise  prices below the fair market  values of the Triarc
Parent Common Stock at the dates of grant.  Compensation  expense for the excess
of the fair market values at the date of grant over the exercise prices is being
recognized  over the  applicable  vesting  period.  Reversals  of prior  charges
resulting  from  forfeitures  of certain of these  options  in  connection  with
employee   terminations  (the  "Forfeiture   Adjustments")  reduce  compensation
expense. Such compensation expense,  which is charged to the Company rather than
Triarc  Parent  since the key  employees  who were  granted the options  provide
services to the Company and not to Triarc  Parent,  aggregated  $144,000 (net of
$325,000 of  Forfeiture  Adjustments),  $287,000  (net of $14,000 of  Forfeiture
Adjustments)  and $88,000 (net of $17,000 of Forfeiture  Adjustments)  for 1997,
1998 and 1999, respectively,  and is included in "General and administrative" in
the accompanying  consolidated  statements of operations.  As of January 2, 2000
there  remains  $18,000 to be  recognized as  compensation  expense,  before any
Forfeiture  Adjustments,  in the  first  quarter  of  2000  when  the  remaining
outstanding below market options will become fully vested.

(17)  Lease Commitments

     The Company leases buildings and machinery and equipment.  Prior to the RTM
Sale,  some leases provided for contingent  rentals based upon sales volume.  In
connection  with the RTM  Sale in May  1997,  substantially  all  operating  and
capitalized lease obligations  associated with the sold restaurants were assumed
by RTM (see Note 3),  although the Company  remains  contingently  liable if the
future  lease  payments  (which  could   potentially   aggregate  a  maximum  of
approximately  $89,000,000  as of  January  2,  2000  assuming  RTM has made all
scheduled payments to date under such lease obligations) are not made by RTM.

     Rental expense under operating leases consisted of the following components
(in thousands):

                                      1997         1998          1999
                                      ----         ----          ----

      Minimum rentals...........  $   14,952  $     7,463    $    6,729
      Contingent rentals........         204          --            --
                                  ----------  -----------    ---------
                                      15,156        7,463         6,729
      Less sublease income......       6,027        4,354         2,986
                                  ----------  -----------    ----------
                                  $    9,129  $     3,109    $    3,743
                                  ==========  ===========    ==========

     The Company's future minimum rental payments,  excluding the aforementioned
lease  obligations  assumed by RTM, and sublease rental income for leases having
an initial lease term in excess of one year as of January 2, 2000 are as follows
(in thousands):


                                                    Rental Payments   Sublease
                                                --------------------  Income-
                                               Capitalized Operating Operating
                                                 Leases     Leases     Leases
                                                 ------     ------     ------

       2000.....................................$   53   $   7,832   $  3,168
       2001.....................................    46       7,763      2,809
       2002.....................................    19       6,504      2,052
       2003.....................................    15       6,489      1,804
       2004.....................................    12       5,262      1,781
       Thereafter...............................    10      24,167      3,781
                                                ------   ---------   --------
         Total minimum payments.................   155   $  58,017   $ 15,395
                                                         =========   ========
       Less interest............................    27
                                                ------
       Present value of minimum
           capitalized lease payments...........$  128
                                                ======

     The present value of minimum  capitalized  lease  payments is included,  as
applicable,  with "Long-term debt" or "Current portion of long-term debt" in the
accompanying consolidated balance sheets.

(18) Transactions with Related Parties

     The  following  is a summary of  transactions  between  the Company and its
related parties (in thousands):

<TABLE>
<CAPTION>


                                                                                      1997         1998         1999
                                                                                      ----         ----         ----

       <S>                                                                        <C>           <C>          <C>
       Cash dividends paid to Triarc Parent (Note 5)..........................    $       --    $   23,556   $  204,746
       Purchases of raw materials from Triarc Parent (a)......................        17,159       123,014      153,930
       Costs allocated to the Company by Triarc Parent under
          management services agreements (b)..................................         9,417        10,500       10,656
       Capital contribution of Redeemable Preferred Stock (Note 8)............            --            --       88,779
       Other capital contributions (c)........................................        30,015            --       12,056
       Transfer of deferred income tax benefits to Triarc Parent as if it
          were a distribution (Note 7)........................................            --            --       32,719
       Dividend of receivable from Triarc Parent (d)..........................            --            --        4,954
       Sale of promissory notes to Triarc Parent (e)..........................            --            --        2,000
       Cumulative dividends on the Redeemable Preferred Stock
          recorded but not declared or paid (Note 8)..........................         4,604         7,983        1,192
       Compensation costs charged to the Company by Triarc Parent
          for below market stock options (Note 16)............................           144           287           88
       Interest income on notes receivable from Triarc Parent (f).............           230           118           --
       Interest expense on notes payable to:
          Chesapeake Insurance Company Limited (g)............................           130            27           --
          Triarc Parent (g)...................................................         1,278            12           --
       Issuance of Redeemable Preferred Stock (Note 8)........................        75,000            --           --
       Repurchase of $720 principal amount of promissory notes due
          from franchisees from SEPSCO, LLC, a subsidiary of
          Triarc Parent, at fair value........................................           690            --           --
       Payments to Triarc Parent for usage of aircraft........................            32            --           --
     -------------

</TABLE>


     (a)  The Company  purchases  certain raw  materials  from Triarc  Parent at
          Triarc Parent's purchase cost from unaffiliated third-party suppliers.
          At January 3, 1999 and January 2, 2000,  $18,618,000 and  $21,543,000,
          respectively,  for amounts owed for such  purchases  were  included in
          "Due to  Triarc  Companies,  Inc."  in the  accompanying  consolidated
          balance sheets.

     (b)  The Company receives from Triarc Parent certain  management  services,
          including  legal,  accounting,  tax,  insurance,  financial  and other
          management  services,  under  management  services  agreements.  Until
          February  25, 1999 such costs were  allocated to the Company by Triarc
          Parent  based  upon the pro rata  share of the sum of the  greater  of
          income before income taxes,  depreciation  and amortization and 10% of
          revenues for each of the Company's principal operating subsidiaries to
          the  aggregate  for  all  of  Triarc  Parent's   principal   operating
          subsidiaries,  except  that such costs paid by Mistic  through May 22,
          1997 were  limited to amounts  permitted  under a former  Mistic  bank
          facility and such costs paid by Mistic and Snapple  commencing May 22,
          1997 and Stewart's  commencing August 15, 1998 were limited to amounts
          permitted under the Former Beverage  Credit  Agreement.  In connection
          with the  Refinancing  Transactions,  on February 25, 1999 the Company
          entered  into two (one  each with  respect  to the  combined  beverage
          businesses of Triarc  Consumer  Products  Group (the "Triarc  Beverage
          Group") and Arby's) amended management services agreements with Triarc
          Parent. The agreements provide for annual fixed fees of $6,700,000 for
          Triarc  Beverage  Group and  $3,800,000  for Arby's  plus,  commencing
          January 1, 2000, annual cost of living adjustments.  Management of the
          Company believes that such allocation method through February 25, 1999
          was reasonable.  Further, management of the Company believes that such
          allocations  or charges,  as  applicable,  approximate  the costs that
          would have been incurred by the Company on a stand alone basis.

     (c)  In 1997  Mistic was  prohibited  from paying  $625,000  of  management
          services  fees  described  in (b) above  under the terms of its former
          bank  facility  and,  accordingly,  such amount was accounted for as a
          capital  contribution  from  Triarc  Parent in 1997.  In May 1997,  in
          connection  with the RTM  Sale,  ARHC and AROC  issued  950 of each of
          their common shares  (approximately 49% of the common stock after such
          issuances) to Triarc Parent in exchange for aggregate consideration of
          $31,999,000  consisting of cash of $6,211,000  and  forgiveness of the
          then outstanding principal amount of $23,150,000, plus related accrued
          interest of $2,638,000,  under a note payable by the Company to Triarc
          Parent as of May 5, 1997. Triarc Parent's 49% minority interest in the
          equity of ARHC and AROC,  amounting  to  $2,472,000  as of  January 3,
          1999, is included in "Deferred  income and other  liabilities"  in the
          accompanying consolidated balance sheet as of that date. The excess of
          $29,390,000 of the consideration for the stock issued to Triarc Parent
          of $31,999,000 over such minority  interest of $2,609,000 as of May 5,
          1997 was credited to "Contributed  capital". The 49% minority interest
          in the losses of ARHC and AROC for the period from May 5, 1997 through
          December 28, 1997,  the year ended January 3, 1999 and the period from
          January 4 through  February 24, 1999 aggregated  $38,000,  $99,000 and
          $24,000,  respectively,  and is included  as income in "Other  income,
          net" in the  accompanying  consolidated  statements of operations.  On
          February 24, 1999 the Company  received  each of the 49%  interests in
          ARHC  and  AROC  previously  owned  by  Triarc  Parent  as  a  capital
          contribution. Such contribution was valued at Triarc Parent's carrying
          value  of  such  investments  at  the  date  of  the  contribution  of
          $2,448,000.  Also on February  24, 1999 a payable to Triarc  Parent of
          $7,765,000 was forgiven as a capital contribution to the Company. Also
          during 1999  financing  costs of  $1,843,000  paid by Triarc Parent on
          behalf of the Company in connection with the Refinancing  Transactions
          were transferred to the Company as a capital  contribution from Triarc
          Parent.

     (d)  On March 30,  1999 the  Company  paid a  non-cash  dividend  to Triarc
          Parent representing $4,954,000 of amounts due from Triarc Parent.

     (e)  In  February  1999  the  Company  sold to  Triarc  Parent  for cash of
          $2,000,000  (1) an aggregate  $1,950,000  principal  amount  (original
          discounted value of $1,329,000) of promissory notes receivable and (2)
          options  to acquire  up to 20% of the  common  stock of the  companies
          which  purchased  the  restaurants,  both of  which  the  Company  had
          received  as a portion of the  proceeds  of the RTM Sale.  The options
          were not  assigned  any value when they were  acquired.  Subsequently,
          Triarc Parent sold the promissory notes and options to an affiliate of
          the  purchasers  of  the   company-owned   restaurants  for  the  same
          $2,000,000 amount it had paid the Company.  Accordingly,  the $307,000
          excess of the  $2,000,000  of  proceeds  over the $1,693,000  carrying
          value of the promissory notes was recorded as "Other income, net."

     (f)  The Company earned interest income at 11 7/8% on cash advances made to
          Triarc Parent under a promissory note receivable.

     (g)  The  Company  incurred  interest  expense  at 9 1/2% and 11 7/8% under
          promissory  notes  payable to  Chesapeake  Insurance  Company  Limited
          ("Chesapeake Insurance"), a subsidiary of Triarc Parent until its sale
          in December 1998, and Triarc Parent, respectively.

          Certain  officers  and  directors  of  the  Company are also  officers
          and directors  of  Triarc  Parent.  See also  Notes 3, 5, 8, 9, 11 and
          16 with respect to other transactions with related parties.

(19) Legal and Environmental Matters

     The Company is involved in  litigation,  claims and  environmental  matters
incidental  to  its   businesses.   The  Company  has  reserves  for  legal  and
environmental matters aggregating $1,947,000 as of January 2, 2000. Although the
outcome of such matters cannot be predicted with certainty and some of these may
be  disposed  of  unfavorably  to the  Company,  based  on  currently  available
information and given the Company's  aforementioned  reserves,  the Company does
not  believe  that such  legal and  environmental  matters  will have a material
adverse effect on its consolidated financial position or results of operations.

(20) Business Segments

     The Company  manages and  internally  reports  its  operations  by business
segments which are: premium  beverages,  soft drink  concentrates and restaurant
franchising (see Note 2 for a description of each segment). The premium beverage
segment  consists  of Mistic  and the  operations  acquired  in (1) the  Snapple
Acquisition  (see  Note 3)  commencing  May  22,  1997  and  (2)  the  Stewart's
Acquisition (see Note 3) commencing November 25, 1997.

     The Company evaluates segment  performance and allocates resources based on
each segment's  earnings before interest,  taxes,  depreciation and amortization
("EBITDA"). Information concerning the segments in which the Company operates is
shown in the table below.  EBITDA has been  computed as operating  profit (loss)
plus depreciation and amortization. Operating profit (loss) has been computed as
revenues less operating  expenses.  In computing  EBITDA and operating profit or
loss,  interest  expense and  non-operating  income and  expenses  have not been
considered.  EBITDA and  operating  loss for 1997  reflect  (1)  $33,815,000  of
charges  related to  post-acquisition  transition,  integration  and  changes to
business  strategies  for the  premium  beverage  segment  (see Note 11) and (2)
$7,063,000 of facilities  relocation  and corporate  restructuring  charges (see
Note 12), of which $29,000 relates to the premium beverage  segment,  $1,437,000
relates to the soft drink  concentrate  segment  and  $5,597,000  relates to the
restaurant franchising segment.  Identifiable assets by segment are those assets
that are used in the Company's  operations in each  segment.  General  corporate
assets consist primarily of cash and cash equivalents,  deferred financing costs
and,  in 1997,  deferred  income tax  benefit  (principally  resulting  from net
operating loss carryforwards of RC/Arby's parent company).

     The products and services in each of the Company's  segments are relatively
homogeneous  and,  as  such,  revenues  by  product  and  service  have not been
reported.  The Company's  operations  are  principally in the United States with
foreign operations representing less than 3% of revenues in 1997, 1998 and 1999.
Accordingly,  revenues and assets by  geographical  area have not been presented
since they are insignificant.  In addition,  no customer accounted for more than
7% of consolidated revenues in 1997, 1998 or 1999.

     The following is a summary of the Company's  segment  information for 1997,
1998 and 1999 or,  in the  case of  identifiable  assets,  as of the end of such
years:

<TABLE>
<CAPTION>


                                                                        1997            1998             1999
                                                                        ----            ----             ----
                                                                                   (In thousands)

         <S>                                                       <C>             <C>             <C>
         Revenues:
           Premium beverages.......................................$     408,841   $    611,545    $    651,076
           Soft drink concentrates.................................      146,882        124,868         121,110
           Restaurant franchising..................................      140,429         78,623          81,786
                                                                   -------------   ------------    ------------
               Consolidated revenues...............................$     696,152   $    815,036    $    853,972
                                                                   =============   ============    ============
        EBITDA:

           Premium beverages.......................................$       7,561   $     77,825    $     79,545
           Soft drink concentrates.................................       18,504         17,006          21,108
           Restaurant franchising..................................       31,200         43,180          48,998
           General corporate.......................................         (149)           (11)            (85)
                                                                   -------------   ------------    ------------
               Consolidated EBITDA.................................       57,116        138,000         149,566
                                                                   -------------   ------------    ------------
        Less depreciation and amortization:
           Premium beverages.......................................       16,236         21,665          22,907
           Soft drink concentrates.................................        6,340          8,640           6,985
           Restaurant franchising..................................        2,668          2,503           2,168
                                                                   -------------   ------------    ------------
               Consolidated depreciation and amortization..........       25,244         32,808          32,060
                                                                   -------------   ------------    ------------
        Operating profit (loss):
           Premium beverages.......................................       (8,675)        56,160          56,638
           Soft drink concentrates.................................       12,164          8,366          14,123
           Restaurant franchising..................................       28,532         40,677          46,830
           General corporate.......................................         (149)           (11)            (85)
                                                                   -------------   ------------    ------------
               Consolidated operating profit.......................       31,872        105,192         117,506
        Interest expense...........................................      (58,019)       (60,235)        (76,605)
        Gain (loss) on sale of businesses, net.....................       (3,513)         5,016            (533)
        Other income, net..........................................        5,532          5,298           6,782
                                                                   -------------   ------------    ------------
               Consolidated income (loss) before income taxes
                  and extraordinary charges........................$     (24,128)  $     55,271    $     47,150
                                                                   =============   ============    ============
        Identifiable assets:
           Premium beverages.......................................$     586,731   $    535,565    $    570,813
           Soft drink concentrates.................................      194,603        171,647         175,175
           Restaurant franchising..................................       53,759         52,267          46,116
                                                                   -------------   ------------    ------------
               Total identifiable assets...........................      835,093        759,479         792,104
           General corporate assets................................       18,868         31,491          36,111
                                                                   -------------   ------------    ------------
               Consolidated identifiable assets....................$     853,961   $    790,970    $    828,215
                                                                   =============   ============    ============

</TABLE>


(21)  Condensed Consolidating Financial Information

     The following  consolidating financial statements of the Company depict, in
separate  columns,  the  parent  companies  of each of the  issuers of the Notes
(Triarc Consumer Products Group and Triarc Beverage Holdings - collectively, the
"Parent  Companies")  on a  consolidated  basis,  those  subsidiaries  which are
guarantors, those subsidiaries which are non-guarantors, elimination adjustments
and the consolidated total.

<TABLE>
<CAPTION>

                                              CONDENSED CONSOLIDATING BALANCE SHEETS



                                                                               January 3, 1999
                                                    ---------------------------------------------------------------------
                                                       Parent                       Non-
                                                      Companies    Guarantors    Guarantors   Eliminations   Consolidated
                                                      ---------    ----------    ----------   ------------   ------------
                                                                               (In thousands)

            ASSETS
     <S>                                           <C>           <C>            <C>           <C>           <C>
     Current assets:
      Cash and cash equivalents..................  $         1   $    71,335    $    1,456    $        --   $    72,792
      Receivables................................           --        64,260           612             --        64,872
      Inventories................................           --        45,446         1,315             --        46,761
      Deferred income tax benefit................           --        18,934            --             --        18,934
      Prepaid expenses and other
         current assets..........................           --         7,281            26             --         7,307
                                                   -----------   -----------    ----------    -----------   -----------
           Total current assets..................            1       207,256         3,409             --       210,666
     Investment in subsidiaries..................       42,865         9,901            --        (52,766)          --
     Intercompany receivables....................           --         1,077         6,067         (7,144)          --
     Properties..................................           --        21,543         3,777             --        25,320
     Unamortized costs in excess of net
      assets of acquired companies...............           --       268,215            --             --       268,215
     Trademarks..................................           --       261,906            --             --       261,906
     Other intangible assets.....................           --           959            --             --           959
     Deferred costs and other assets.............           --        23,892            12             --        23,904
                                                   -----------   -----------    ----------    -----------   -----------
                                                   $    42,866   $   794,749    $   13,265    $   (59,910)  $   790,970
                                                   ===========   ===========    ==========    ===========   ===========

      LIABILITIES AND MEMBER'S EQUITY (DEFICIT)

     Current liabilities:
      Current portion of long-term debt..........  $        --   $     9,678    $       --    $       --    $     9,678
      Accounts payable...........................           --        36,463           530            --         36,993
      Accrued expenses...........................           --        79,724         1,724            --         81,448
      Due to Triarc Companies, Inc...............           --        29,082            --            --         29,082
                                                   -----------   -----------    ----------    -----------   -----------
          Total current liabilities..............           --       154,947         2,254            --        157,201
     Long-term debt..............................           --       560,977            --            --        560,977
     Intercompany payables.......................           --         6,067         1,077         (7,144)           --
     Deferred income taxes.......................           --         9,140            33            --          9,173
     Deferred income and other liabilities.......           --        20,753            --            --         20,753
     Redeemable preferred stock..................       87,587            --            --            --         87,587
     Member's equity (deficit):
      Common stock...............................          --              4           526           (530)          --
      Contributed capital........................      106,269       197,886         9,533       (207,419)      106,269
      Accumulated deficit........................     (150,732)     (154,767)          168        154,599      (150,732)
      Accumulated other comprehensive deficit....         (258)         (258)         (326)           584          (258)
                                                   -----------    ----------   -----------    -----------   -----------
          Total member's equity (deficit)........      (44,721)       42,865         9,901        (52,766)      (44,721)
                                                   -----------    ----------   -----------    -----------   -----------
                                                   $    42,866    $  794,749   $    13,265    $   (59,910)  $   790,970
                                                   ===========    ==========   ===========    ===========   ===========

</TABLE>

<TABLE>
<CAPTION>



                                                                               January 2, 2000
                                                    -----------------------------------------------------------------------
                                                       Parent                       Non-
                                                      Companies    Guarantors    Guarantors   Eliminations   Consolidated
                                                      ---------    ----------    ----------   ------------   ------------
                                                                               (In thousands)

                     ASSETS
     <S>                                           <C>           <C>            <C>           <C>           <C>
     Current assets:
      Cash and cash equivalents..................  $       104   $    58,779    $    1,290    $       --    $    60,173
      Receivables................................          --         76,415         1,061            --         77,476
      Inventories................................          --         60,033         1,703            --         61,736
      Deferred income tax benefit................          --         16,422           --             --         16,422
      Prepaid expenses and other
         current assets..........................          --          6,344            18            --          6,362
                                                   -----------   -----------    ----------    -----------   -----------
             Total current assets................          104       217,993         4,072             --       222,169
     Investment in subsidiaries..................          --         11,032           --         (11,032)          --
     Intercompany receivables....................        7,549         5,033         7,244        (19,826)          --
     Properties..................................          --         21,540         3,721            --         25,261
     Note receivable from RC/Arby's..............      300,000      (300,000)          --             --            --
     Unamortized costs in excess of net
      assets of acquired companies...............          --        261,666           --             --        261,666
     Trademarks..................................          --        251,117           --             --        251,117
     Other intangible assets.....................          --         31,511           --             --         31,511
     Deferred costs and other assets.............       12,368        24,110            13                       36,491
                                                   -----------   -----------    ----------    -----------   -----------
                                                   $   320,021   $   524,002    $   15,050    $   (30,858)  $   828,215
                                                   ===========   ===========    ==========    ===========   ===========

      LIABILITIES AND MEMBER'S EQUITY (DEFICIT)

     Current liabilities:
      Current portion of long-term debt..........  $       --    $    41,894    $      --     $       --    $    41,894
      Accounts payable...........................           45        34,779           573            --         35,397
      Accrued expenses...........................       12,368        75,473         2,732            --         90,573
      Due to Triarc Companies, Inc...............           72        22,519           --             --         22,591
                                                   -----------   -----------    ----------    -----------   -----------
             Total current liabilities...........       12,485       174,665         3,305            --        190,455
     Long-term debt..............................      300,000       436,866           --             --        736,866
     Intercompany payables.......................        4,357        14,793           676        (19,826)          --
     Accumulated reductions in stockholders'
      equity of subsidiaries in excess of
      investments................................      177,010           --            --        (177,010)          --
     Deferred income taxes.......................          --         56,643            37            --         56,680
     Deferred income and other liabilities.......          54         18,045           --             --         18,099
     Member's equity (deficit):
      Common stock...............................          --              4           526           (530)          --
      Contributed capital........................          --         43,744         9,533        (53,277)          --
      Accumulated deficit........................     (173,533)     (220,406)        1,315        219,091      (173,533)
      Accumulated other comprehensive
         deficit.................................         (352)         (352)         (342)           694          (352)
                                                   -----------   -----------    ----------    -----------   -----------
            Total member's equity (deficit).....      (173,885)     (177,010)       11,032        165,978      (173,885)
                                                   -----------   -----------    ----------    -----------   -----------
                                                   $   320,021   $   524,002    $   15,050    $   (30,858)  $   828,215
                                                   ===========   ===========    ==========    ===========   ===========


</TABLE>


<TABLE>
<CAPTION>

                                     CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS



                                                                        Year Ended December 28, 1997
                                                    ---------------------------------------------------------------------
                                                       Parent                       Non-
                                                      Companies    Guarantors    Guarantors   Eliminations   Consolidated
                                                      ---------    ----------    ----------   ------------   ------------
                                                                               (In thousands)

     <S>                                           <C>           <C>            <C>           <C>           <C>
     Revenues:
      Net sales..................................  $        --   $   614,516    $   15,105    $        --   $   629,621
      Royalties, franchise fees and
         other revenues..........................           --        66,556           (25)            --        66,531
                                                   -----------   -----------    ----------    -----------   -----------
                                                            --       681,072        15,080             --       696,152
                                                   -----------   -----------   -----------    -----------   -----------
     Costs and expenses:
      Cost of sales, excluding depreciation
         and amortization........................           --       322,597         8,794             --       331,391
      Advertising, selling and distribution......           --       178,882         4,339             --       183,221
      General and administrative.................           --        81,060         2,486             --        83,546
      Depreciation and amortization, excluding
         amortization of deferred financing
         costs...................................           --        25,219            25             --        25,244
      Charges related to post-acquisition
         transition, integration and changes to
         business strategies.....................           --        33,815           --              --        33,815
      Facilities relocation and corporate
         restructuring charges...................           --         7,063            --             --         7,063
                                                   -----------   -----------    ----------    -----------   -----------
                                                            --       648,636        15,644             --       664,280
                                                   -----------   -----------    ----------    -----------   -----------
         Operating profit (loss).................           --        32,436          (564)            --        31,872
     Interest expense............................           --       (58,019)           --             --       (58,019)
     Loss on sale of businesses, net.............           --        (3,493)          (20)            --        (3,513)
     Other income, net...........................           --         4,244         1,288             --         5,532
     Equity in income (losses) of subsidiaries
        before extraordinary charge..............      (18,986)          292            --         18,694            --
                                                   -----------   -----------    ----------    -----------   -----------
         Income (loss) before income taxes and
            extraordinary charge................       (18,986)      (24,540)          704         18,694       (24,128)
     Benefit from (provision for) income taxes              --         5,554          (412)           --          5,142
                                                   -----------   -----------    ----------    -----------   -----------
        Income (loss) before  extraordinary
            charge..............................       (18,986)      (18,986)          292         18,694       (18,986)
     Extraordinary charge........................       (2,954)       (2,954)           --          2,954        (2,954)
                                                   -----------   -----------    ----------    -----------   -----------
        Net income (loss)........................  $   (21,940)  $   (21,940)   $      292    $    21,648   $   (21,940)
                                                   ===========   ===========    ==========    ===========   ===========

</TABLE>
<TABLE>
<CAPTION>


                                                                        Year Ended January 3, 1999
                                                     --------------------------------------------------------------------
                                                       Parent                       Non-
                                                      Companies    Guarantors    Guarantors   Eliminations   Consolidated
                                                      ---------    ----------    ----------   ------------   ------------
                                                                               (In thousands)

<S>                                                <C>           <C>            <C>           <C>           <C>
     Revenues:
      Net sales..................................  $        --   $   719,116    $   16,320    $        --   $   735,436
      Royalties, franchise fees and
         other revenues..........................           --        79,599             1             --        79,600
                                                   -----------   -----------    ----------    -----------   -----------
                                                            --       798,715        16,321             --       815,036
                                                   -----------   -----------    ----------    -----------   -----------
     Costs and expenses:
      Cost of sales, excluding depreciation
         and amortization........................           --       377,136        10,858             --       387,994
      Advertising, selling and distribution......           --       195,840         2,037             --       197,877
      General and administrative.................           --        89,953         1,212             --        91,165
      Depreciation and amortization, excluding
         amortization of deferred financing
         costs...................................           --        32,765            43             --        32,808
                                                   -----------   -----------    ----------    -----------   -----------
                                                            --       695,694        14,150             --       709,844
                                                   -----------   -----------    ----------    -----------   -----------
         Operating profit .......................           --       103,021         2,171             --       105,192
     Interest expense............................           --       (60,235)           --             --       (60,235)
     Gain on sale of businesses..................           --         5,016            --             --         5,016
     Other income, net...........................           --         4,244         1,054             --         5,298
     Equity in net income of subsidiaries........       29,987         1,988            --        (31,975)           --
                                                   -----------   -----------    ----------    -----------   -----------
         Income before income taxes..............       29,987        54,034         3,225        (31,975)       55,271
     Provision for income taxes..................           --       (24,047)       (1,237)            --       (25,284)
                                                   -----------   -----------    ----------    -----------   -----------
         Net income..............................  $    29,987   $    29,987    $    1,988    $   (31,975)  $    29,987
                                                   ===========   ===========    ==========    ===========   ===========


</TABLE>
<TABLE>
<CAPTION>


                                                                        Year Ended January 2, 2000
                                                    ---------------------------------------------------------------------
                                                       Parent                       Non-
                                                      Companies    Guarantors    Guarantors   Eliminations   Consolidated
                                                      ---------    ----------    ----------   ------------   ------------
                                                                               (In thousands)

     <S>                                           <C>           <C>           <C>           <C>            <C>
     Revenues:
      Net sales..................................  $       --    $   758,335    $   12,608    $       --    $   770,943
      Royalties, franchise fees and
         other revenues..........................          --         83,029           --             --         83,029
                                                   -----------   -----------    ----------    -----------   -----------
                                                           --        841,364        12,608            --        853,972
                                                   -----------   -----------    ----------    -----------   -----------
     Costs and expenses:
      Cost of sales, excluding depreciation
         and amortization........................          --        399,205         8,503            --        407,708
      Advertising, selling and distribution......          --        199,787         1,664            --        201,451
      General and administrative.................          111        91,434         1,364            --         92,909
      Depreciation and amortization, excluding
         amortization of deferred financing
         costs...................................          --         32,022            38            --         32,060
      Capital structure reorganization related...          --          3,348           --             --          3,348
      Credit related to post-acquisition
         transition, integration and changes
         to business strategies..................          --           (549)          --             --           (549)
      Facilities relocation and corporate
         restructuring credits...................          --           (461)          --             --           (461)
                                                   -----------   -----------    ----------    -----------   -----------
                                                           111       724,786        11,569            --        736,466
                                                   -----------   -----------    ----------    -----------   -----------
         Operating profit (loss) ................         (111)      116,578         1,039            --        117,506
     Interest expense............................      (28,079)      (48,523)           (3)           --        (76,605)
     Loss on sale of businesses, net.............           --          (533)          --             --           (533)
     Interest income from RC/Arby's

      Corporation................................       23,592       (23,592)          --             --            --
     Other income (expense), net.................        1,122         4,824           836            --          6,782
     Equity in net income of subsidiaries before
      extraordinary charges......................       27,705         1,151           --         (28,856)           --
                                                   -----------   -----------    ----------    -----------   -----------
         Income before income taxes and
           extraordinary charges.................       24,229        49,905         1,872        (28,856)       47,150
     Benefit from (provision for) income taxes           1,249       (22,200)         (721)           --        (21,672)
                                                   -----------   -----------    ----------    -----------   -----------
         Income before extraordinary charges.....       25,478        27,705         1,151        (28,856)       25,478
     Extraordinary charges.......................      (11,772)      (11,772)          --          11,772       (11,772)
                                                   -----------   -----------    ----------    -----------   -----------
         Net income..............................  $    13,706   $    15,933    $    1,151    $   (17,084)  $    13,706
                                                   ===========   ===========    ==========    ===========   ===========


</TABLE>
<TABLE>
<CAPTION>


                                          CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

                                                                        Year Ended December 28, 1997
                                                   ----------------------------------------------------------------------
                                                       Parent                       Non-
                                                      Companies    Guarantors    Guarantors   Eliminations   Consolidated
                                                      ---------    ----------    ----------   ------------   ------------
                                                                               (In thousands)

     <S>                                           <C>           <C>            <C>           <C>           <C>
     Net cash provided by (used in) operating
      activities.................................  $        --   $    35,466    $      (26)   $        --   $    35,440
                                                   -----------   -----------    ----------    -----------   -----------
     Cash flows from investing activities:
      Acquisition of Snapple Beverage Corp.......      (75,000)     (232,205)           --             --      (307,205)
      Cash acquired in other business
         acquisitions............................           --         2,409            --             --         2,409
      Capital expenditures.......................           --        (4,204)           --             --        (4,204)
      Other......................................           --         3,371            --             --         3,371
                                                   -----------   -----------    ----------    -----------   -----------
     Net cash used in investing activities.......      (75,000)     (230,629)           --             --      (305,629)
                                                   -----------   -----------    ----------    -----------   -----------
     Cash flows from financing activities:
      Proceeds from long-term debt...............           --       303,400            --             --       303,400
      Repayments of long-term debt...............           --       (79,901)           --             --       (79,901)
      Proceeds from issuance of redeemable
         preferred stock.........................       75,000           --             --             --        75,000
      Proceeds from issuance of common stock.....            1           --             --             --             1
      Capital contribution.......................           --         6,211            --             --         6,211
      Net borrowings from (repayments to)
         affiliates..............................           --         3,909          (374)            --         3,535
      Deferred financing costs...................           --       (11,385)           --             --       (11,385)
                                                   -----------   -----------    ----------    -----------   -----------
     Net cash provided by (used in) financing
      activities.................................       75,001       222,234          (374)            --       296,861
                                                   -----------   -----------    ----------    -----------   -----------
     Net increase (decrease) in cash and cash
      equivalents................................            1        27,071          (400)            --        26,672
     Cash and cash equivalents at beginning
      of year....................................           --         6,223         1,347             --         7,570
                                                   -----------   -----------    ----------    -----------   -----------
     Cash and cash equivalents at end of year....  $         1   $    33,294    $      947    $        --   $    34,242
                                                   ===========   ===========    ==========    ===========   ===========


</TABLE>
<TABLE>
<CAPTION>



                                                                         Year Ended January 3, 1999
                                                    ---------------------------------------------------------------------
                                                       Parent                       Non-
                                                      Companies    Guarantors    Guarantors   Eliminations   Consolidated
                                                      ---------    ----------    ----------   ------------   ------------
                                                                               (In thousands)

     <S>                                           <C>           <C>            <C>           <C>           <C>
     Net cash provided by operating activities...  $       --    $    58,723    $      381    $       --    $    59,104
                                                   -----------   -----------    ----------    -----------   -----------
     Cash flows from investing activities:
      Proceeds from sale of investment
          in Select Beverages....................          --         28,342           --             --         28,342
      Capital expenditures.......................          --        (11,107)          --             --        (11,107)
      Business acquisitions .....................          --         (3,043)          --             --         (3,043)
      Other......................................          --          1,579           --             --          1,579
                                                   -----------   -----------    ----------    -----------   -----------
     Net cash provided by investing activities...          --         15,771           --             --         15,771
                                                   -----------   -----------    ----------    -----------   -----------
     Cash flows from financing activities:
      Dividends..................................          --        (23,556)          --             --        (23,556)
      Repayments of long-term debt...............          --        (14,158)          --             --        (14,158)
      Net borrowings from affiliates.............          --          1,261          128             --          1,389
                                                   -----------   -----------    ----------    -----------   -----------
     Net cash provided by (used in) financing
      activities.................................          --        (36,453)         128             --        (36,325)
                                                   -----------   -----------    ----------    -----------   -----------
     Net increase in cash and cash equivalents             --         38,041          509             --         38,550
     Cash and cash equivalents at beginning
      of year....................................            1        33,294          947             --         34,242
                                                   -----------   -----------    ---------    ------------   -----------
     Cash and cash equivalents at end of year      $         1   $    71,335    $   1,456    $        --    $    72,792
                                                   ===========   ===========    =========    ============   ===========
</TABLE>


<TABLE>
<CAPTION>



                                                                         Year Ended January 2, 2000
                                                    ---------------------------------------------------------------------
                                                       Parent                       Non-
                                                      Companies    Guarantors    Guarantors   Eliminations   Consolidated
                                                      ---------    ----------    ----------   ------------   ------------
                                                                               (In thousands)

     <S>                                           <C>           <C>            <C>           <C>           <C>
     Net cash provided by (used in) operating
       activities................................  $    14,165   $    59,569    $     (157)   $   (15,933)  $    57,644
                                                   -----------   -----------    ----------    -----------   -----------
     Cash flows from investing activities:
      Business acquisitions......................          --        (34,336)          --             --        (34,336)
      Capital expenditures.......................          --         (8,516)           (9)           --         (8,525)
      Loan to RC/Arby's..........................     (300,000)          --            --         300,000           --
      Dividends from subsidiaries in excess
        of equity in net income of subsidiaries..      202,350           --            --        (202,350)          --
      Other......................................          --           (467)          --             --           (467)
                                                   -----------   -----------    ----------    -----------   ------------
     Net cash used in investing activities.......      (97,650)      (43,319)           (9)        97,650       (43,328)
                                                   ------------  -----------    ----------    -----------   -----------
     Cash flows from financing activities:
      Proceeds from long-term debt...............      300,000       475,000           --             --        775,000
      Repayments of long-term debt...............          --       (568,532)          --             --       (568,532)
      Dividends..................................     (204,746)     (218,283)          --         218,283      (204,746)
      Deferred financing costs...................      (11,666)      (16,991)          --             --        (28,657)
      Loan from Triarc Consumer Products Group...          --        300,000           --        (300,000)          --
                                                   -----------   -----------    ----------    -----------   -----------
     Net cash provided by (used in) financing
       activities................................       83,588       (28,806)          --         (81,717)      (26,935)
                                                   -----------   -----------    ----------    -----------   -----------
     Net increase (decrease) in cash and cash
      equivalents................................          103       (12,556)         (166)           --        (12,619)
     Cash and cash equivalents at beginning
      of year....................................            1        71,335         1,456            --         72,792
                                                   -----------   -----------    ----------    -----------   -----------
     Cash and cash equivalents at end of year...   $       104   $    58,779    $    1,290    $       --    $    60,173
                                                   ===========   ===========    ==========    ===========   ===========


</TABLE>


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

         Not applicable.

                                    PART III

ITEMS 10, 11, 12 AND 13

         Not applicable.

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(A) 1.  Financial Statements:

        See Index to Financial Statements (Item 8).

     2. Financial Statement Schedules:

        Independent Auditors' Report

         Schedule I        -- Condensed Balance Sheet (Parent Company Only) --
                           as  of  January  2,  2000;   Condensed  Statement  of
                           Operations  (Parent  Company  Only) -- for the period
                           from inception,  January 15, 1999, through January 2,
                           2000;  Condensed  Statement  of  Cash  Flows  (Parent
                           Company  Only)  -- for  the  period  from  inception,
                           January 15, 1999, through January 2, 2000

         Schedule II       --  Valuation  and  Qualifying  Accounts  for  the
                           fiscal years ended December 28, 1997, January 3, 1999
                           and January 2, 2000

         All other schedules have been omitted since they are not applicable.

     3.  Exhibits:

     Copies of the following exhibits are available at a charge of $.25 per page
upon written request to the





<PAGE>



Secretary of Triarc  Consumer  Products Group at 280 Park Avenue,  New York, New
York 10017.

     EXHIBIT
     NO.                            DESCRIPTION
     -------      --------------------------------------------------------------

     3.1   --     Certificate of Formation of Triarc Consumer Products Group,
                  LLC ("TCPG"), as currently in effect, incorporated herein by
                  reference to Exhibit 3.1 to Registration Statement on Form
                  S-4, filed by TCPG and Triarc Beverage Holdings Corp.
                  ("TBHC"), dated May 17, 1999 (SEC Registration Nos. 333-78625
                  and 333-78625-01 through 333-78625-28).
     3.2   --     Limited Liability Company Agreement of TCPG, incorporated
                  herein by reference to Exhibit 3.30 to Registration Statement
                  on Form S-4, filed by TCPG and TBHC, dated May 17, 1999 (SEC
                  Registration Nos. 333-78625, and 333-78625-01 through
                  333-78625-28).
     4.1   --     Master Agreement dated as of May 5, 1997, among Franchise
                  Finance Corporation of America, FFCA Acquisition Corporation,
                  FFCA Mortgage Corporation, Triarc, Arby's Restaurant
                  Development Corporation ("ARDC"), Arby's Restaurant Holding
                  Company ("ARHC"), Arby's Restaurant Operations Company
                  ("AROC"), Arby's, RTM Operating Company, RTM Development
                  Company, RTM Partners, Inc. ("Holdco"), RTM Holding Company,
                  Inc., RTM Management Company, LLC and RTM, Inc. ("RTM"),
                  incorporated herein by reference to Exhibit 4.16 to Triarc
                  Companies, Inc.'s Registration Statement on Form S-4 dated
                  October 22, 1997 (SEC file no. 1-2207).
     4.2   --     Credit Agreement dated as of February 25, 1999, among Snapple,
                  Mistic, Stewart's, RC/Arby's Corporation and Royal Crown
                  Company, Inc., as Borrowers, various financial institutions
                  party thereto, as Lenders, DLJ Capital Funding, Inc., as
                  syndication agent, Morgan Stanley Senior Funding, Inc., as
                  Documentation Agent, and The Bank of New York, as
                  Administrative Agent, incorporated herein by reference to
                  Exhibit 4.1 to Triarc Companies Current Report on Form 8-K
                  dated March 11, 1999 (SEC file no. 1-2207).
     4.3   --     Indenture dated of February 25, 1999 among TCPG and TBHC, as
                  Issuers, the subsidiary guarantors party thereto and The Bank
                  of New York, as Trustee, incorporated herein by reference to
                  Exhibit 4.2 to Triarc Companies' Current Report on Form 8-K
                  dated March 11, 1999 (SEC file no. 1-2207).
     4.4   --     Registration Rights Agreement dated February 18, 1999 among
                  TCPG, TBHC, the Guarantors party thereto and Morgan Stanley &
                  Co. Incorporated, Donaldson, Lufkin & Jenrette Securities
                  Corporation and Wasserstein Perrella Securities, Inc.,
                  incorporated herein by reference to Exhibit 4.3 to Triarc
                  Companies' Current Report on Form 8-K dated March 11, 1999
                  (SEC file no. 1-2207).
     4.5   --     Registration Rights Agreement dated as of February 25, 1999
                  among TCPG, TBHC, the Guarantors party thereto and Nelson
                  Peltz and Peter W. May, incorporated herein by reference to
                  Exhibit 4.1 to Triarc Companies' Current Report on Form 8-K
                  dated April 1, 1999 (SEC file no. 1-2207).
     4.6   --     Supplemental Indenture, dated as of February 26, 1999, among
                  TCPG, TBHC, Millrose Distributors, Inc., and The Bank of New
                  York as Trustee, incorporated herein by reference to Exhibit
                  4.6 to Amendment No. 2 to Registration Statement on Form S-4
                  filed by TCPG and TBHC, dated October 1, 1999 (Registration
                  Nos. 333-78625; 333-78625-01 through 333-78625-28).
     4.7   --     Supplemental Indenture No. 2, dated as of September 8, 1999,
                  among TCPG, TBHC, the subsidiary guarantors party thereto and
                  The Bank of New York, as Trustee, incorporated herein by
                  reference to Exhibit 4.7 to Amendment No. 2 to Registration
                  Statement on Form S-4 filed by TCPG and TBHC, dated October 1,
                  1999 (Registration Nos. 333-78625; 333-78625-01 through
                  333-78625-28).
     4.8   --     Supplemental Indenture No. 3, dated as of December 16, 1999
                  among TCPG, TBHC, MPAS Holdings, Inc., Millrose, L.P. and The
                  Bank of New York, as Trustee, incorporated herein





<PAGE>



                  by reference to Exhibit 4.1 to Triarc Companies' Current
                  Report on Form 8-K dated March 30, 2000 (SEC file no. 1-2207).
     4.9   --     Supplemental Indenture No. 4, dated as of January 2, 2000
                  among TCPG, TBHC, Snapple Distributors of Long Island, Inc.
                  and The Bank of New York, as Trustee, incorporated herein by
                  reference to Exhibit 4.2 to Triarc Companies' Current Report
                  on Form 8-K dated March 30, 2000 (SEC file no. 1-2207).
     10.1  --     Concentrate Sales Agreement dated as of January 28, 1994
                  between Royal Crown and Cott -- Confidential treatment has
                  been granted for portions of the agreement -- incorporated
                  herein by reference to Exhibit 10.12 to Amendment No. 1 to
                  Triarc Companies' Registration Statement on Form S-4 dated
                  March 11, 1994 (SEC file no. 1-2207).
     10.2  --     Form of Indemnification Agreement, between TCPG and certain
                  officers, directors, and employees of TCPG, incorporated
                  herein by reference to Exhibit 10.39 to Amendment No. 4 to
                  Registration Statement on Form S-4, filed by TCPG and TBHC,
                  dated December 10, 1999 (SEC Registration Nos. 333-78625 and
                  333-78625-01 through 333-782625-28).
     10.3  --     Amended and Restated Employment Agreement dated as of June 1,
                  1997 by and between Snapple, Mistic and Michael Weinstein,
                  incorporated herein by reference to Exhibit 10.3 to Triarc
                  Companies' Current Report on Form 8-K/A dated March 16, 1998
                  (SEC file no. 1-2207).
     10.4 --      Amended and Restated Employment Agreement dated as of June 1,
                  1997 by and between Snapple, Mistic and Ernest J. Cavallo,
                  incorporated herein by reference to Exhibit 10.4 to Triarc
                  Companies' Current Report on Form 8-K/A dated March 16, 1998
                  (SEC file no. 1-2207).
     10.5  --     Guaranty dated as of May 5, 1997 by RTM, RTM Parent, Holdco,
                  RTMM and RTMOC in favor of Arby's, ARDC, ARHC, AROC and Triarc
                  Companies, incorporated herein by reference to Exhibit 10.31
                  to Triarc Companies' Registration Statement on Form S-4 dated
                  October 22, 1997 (SEC file no. 1-2207).
     10.6 --      Triarc Beverage Holdings Corp. 1997 Stock Option Plan (the
                  "TBHC Option Plan"), incorporated herein by reference to
                  Exhibit 10.1 to Triarc Companies' Current Report on Form 8-K
                  dated March 16, 1998 (SEC file no. 1-2207).
     10.7         -- Form of Non-Qualified Stock Option Agreement under the TBHC
                  Option Plan,  incorporated herein by reference to Exhibit 10.2
                  to Triarc  Companies'  Current  Report on Form 8-K dated March
                  16, 1998 (SEC file no. 1-2207).
     10.8 --      Letter Agreement dated July 23, 1998 between John L. Belsito
                  and Royal Crown Company, Inc., incorporated herein by
                  reference to Exhibit 10.1 to RC/Arby's Corporation's Current
                  Report on Form 8-K dated November 5, 1998 (SEC file no.
                  33-62778).
     10.9 --      Letter Agreement dated August 27, 1998 among John C. Carson,
                  Triarc and Royal Crown Company, Inc., incorporated herein by
                  reference to Exhibit 10.2 to RC/Arby's Corporation's
                  Current Report on Form 8-K dated November 5, 1998 (SEC file
                  no. 33-62778).
     10.10--      Amendment No. 1 to Triarc Beverage Holdings Corp. 1997 Stock
                  Option Plan, incorporated herein by reference to Exhibit
                  10.36 to Amendment No. 1 to Registration Statement on
                  Form S-4, filed by TCPG and TBHC, dated August 3, 1999 (SEC
                  registration nos. 333-78625 and 333-78625-01 through
                  333-78625-28).
     10.11--      Stock Purchase Agreement, dated January 2, 2000, by and among
                  Snapple Beverage  Corp. and the shareholders of Snapple
                  Distributors of Long Island, Inc., incorporated herein by
                  reference to Exhibit 10.1 to Triarc Companies' Current Report
                  on Form 8-K dated January 21, 2000 (SEC file no. 1-2207).
     27.1  --     Financial Data Schedule for the fiscal year ended January 2,
                  2000, submitted to the Securities and Exchange Commission in
                  electronic format.*

<PAGE>

           27.2   -- Financial Data Schedule for the fiscal years ended December
                  28, 1997 and January 3, 1999,  submitted to the Securities and
                  Exchange Commission in electronic format.*

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

(B) Reports on Form 8-K:

     None


<PAGE>




                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) 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 CONSUMER PRODUCTS GROUP, LLC
                                            (Registrant)


                                            NELSON PELTZ
                                            ------------
                                            NELSON PELTZ
                                            CHAIRMAN AND
                                            CHIEF EXECUTIVE OFFICER

Dated: April 13, 2000

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this report has been signed below on April 13, 2000 by the following  persons on
behalf of the registrant in the capacities indicated.

SIGNATURE                                    TITLES
------------------                     --------------------------------------


                                   Chairman and Chief Executive Officer
          Nelson Peltz             and Manager (Principal Executive Officer)
----------------------------
          Nelson Peltz

                                   President and Chief Operating Officer, and
          Peter W. May             Manager (Principal Operating Officer)
----------------------------
          Peter W. May

                                   Executive Vice President and Chief Financial
         John L. Barnes, Jr.       Officer, and Manager (Principal Financial
----------------------------       Officer)
         John L. Barnes, Jr.


                                   Vice President and Chief Accounting Officer
         Fred H. Schaefer         (Principal Accounting Officer)
----------------------------
         Fred H. Schaefer


<PAGE>


SIGNATURE                                    TITLES
------------------                     --------------------------------------


        Eric D. Kogan                   Manager
----------------------------
        Eric D. Kogan



        Brian L. Schorr                 Manager
----------------------------
        Brian L. Schorr


                     INDEX TO FINANCIAL STATEMENT SCHEDULES

                                                                      Page

Independent Auditors' Report

Schedule 1 --      Condensed Balance Sheet (Parent Company
                   Only) -- as of January 2, 2000; Condensed
                   Statement of Operations (Parent Company
                   Only) -- for the period from inception,
                   January 15, 1999, through January 2,
                   2000; Condensed Statement of Cash Flows
                   (Parent Company Only) -- for the period from
                   inception, January 15, 1999, through
                   January 2, 2000 (1)

Schedule II --     Qualifying  Accounts for
                   the fiscal years ended December 28, 1997,
                   January 3, 1999 and January 2, 2000

All other  financial  statement  schedules  have been omitted since they are not
applicable.

(1)     Triarc  Consumer  Products  Group,  LLC (Parent  Company)  was formed on
        January 15, 1999 and commenced  operations on February 23, 1999 with the
        acquisition  through a capital  contribution of all of the capital stock
        previously  owned  directly or indirectly by Triarc  Companies,  Inc. of
        RC/Arby's  Corporation,  Triarc  Beverage  Holdings  Corp. and Stewart's
        Beverages,  Inc. and their subsidiaries.  See Note 1 to the consolidated
        financial   statements   included   elsewhere   herein  for   additional
        disclosures  regarding  the  basis  of  presentation  of  the  financial
        statements.  As a result,  the Parent Company had no operations prior to
        February 23, 1999 and no prior years' comparative  financial  statements
        are applicable.


<PAGE>




             INDEPENDENT AUDITORS' REPORT ON SUPPLEMENTAL SCHEDULES

To the Board of Managers and Member of
TRIARC CONSUMER PRODUCTS GROUP, LLC:
New York, New York

        We have audited the consolidated financial statements of Triarc Consumer
Products Group, LLC and  subsidiaries  (the "Company") as of January 2, 2000 and
January  3,  1999 and for each of the three  fiscal  years in the  period  ended
January 2, 2000 and our report thereon  appears in Item 8 in this Form 10-K. Our
audits  were  conducted  for the  purpose  of  forming  an  opinion on the basic
financial statements taken as a whole. The supplemental  schedules listed in the
accompanying  index to  financial  statement  schedules  are  presented  for the
purpose  of  additional  analysis  and are  not a  required  part  of the  basic
financial  statements.  These schedules are the  responsibility of the Company's
management.  Such  schedules  have been  subjected  to the  auditing  procedures
applied in our audits of the basic financial statements and, in our opinion, are
fairly stated in all material  respects when considered in relation to the basic
financial statements taken as a whole.

DELOITTE & TOUCHE LLP

New York, New York
March 10, 2000


<PAGE>

<TABLE>
<CAPTION>



                                                                                                         SCHEDULE I

                                TRIARC CONSUMER PRODUCTS GROUP, LLC (PARENT COMPANY ONLY)
                                                  CONDENSED BALANCE SHEET
                                                      (In thousands)

                                                                                                      January 2,
                                                                                                         2000
                                                                                                      ----------
                                     ASSETS

<S>                                                                                                 <C>
Current assets:
  Cash ............................................................................................$            12
   Due from subsidiary .............................................................................         3,373
                                                                                                    --------------
         Total current assets.......................................................................         3,385
10.33% note receivable from RC/Arby's Corporation due 2009..........................................       300,000
Deferred financing costs ...........................................................................        12,368
                                                                                                    --------------
                                                                                                    $      315,753
                                                                                                    ==============
                          LIABILITIES AND MEMBER'S DEFICIT

Current liabilities:
   Accounts payable.................................................................................$           45
   Due to subsidiary and other affiliate............................................................           215
   Accrued expenses.................................................................................        12,368
                                                                                                    --------------
         Total current liabilities..................................................................        12,628
                                                                                                    --------------
10 1/4% senior subordinated notes due 2009 (a)......................................................       300,000
Accumulated reductions in stockholders' equity of subsidiaries in excess of investments (b).........       177,010
Commitments and contingencies
Member's deficit:
   Accumulated deficit..............................................................................      (173,533)
   Accumulated other comprehensive deficit..........................................................          (352)
                                                                                                    --------------
         Total member's deficit ....................................................................      (173,885)
                                                                                                    --------------
                                                                                                    $      315,753
                                                                                                    ==============

</TABLE>


(a)  These notes mature in 2009 and do not require any amortization of principal
     prior thereto.
(b)  The "Accumulated reductions in  stockholders'  equity  of  subsidiaries  in
     excess  of investments"  include  all  of  the direct and indirect owned
     subsidiaries of Triarc Consumer  Products Group, LLC. The investments in
     subsidiaries aggregate to a negative balance as a result  of  aggregate
     dividends  from  subsidiaries  in  excess of  the  investments  in  the
     subsidiaries.


<PAGE>

<TABLE>
<CAPTION>


                                                                                                    SCHEDULE I (Continued)

            TRIARC CONSUMER PRODUCTS GROUP, LLC (PARENT COMPANY ONLY)
                        CONDENSED STATEMENT OF OPERATIONS
                                 (In thousands)

                                                                                                         For the Period
                                                                                                         from Inception,
                                                                                                        January 15, 1999,
                                                                                                            through
                                                                                                        January 2, 2000
                                                                                                        ---------------
<S>                                                                                                       <C>
Revenues and income:
    Equity in income of subsidiaries before extraordinary charges.......................................  $   27,705
    Interest income from RC/Arby's Corporation..........................................................      23,592
    Interest income other than from subsidiaries........................................................       1,122
                                                                                                          ----------
                                                                                                              52,419
                                                                                                          ----------

Costs and expenses:
    General and administrative.........................................................................          111
    Interest expense...................................................................................       28,079
                                                                                                          ----------
                                                                                                              28,190
                                                                                                          ----------

       Income before income taxes and extraordinary charges............................................       24,229
Benefit from income taxes .............................................................................        1,249
                                                                                                          ----------
       Income before extraordinary charges.............................................................       25,478
Equity in extraordinary charges of subsidiaries........................................................      (11,772)
                                                                                                          ----------
       Net income......................................................................................   $   13,706
                                                                                                          ==========


</TABLE>


<TABLE>
<CAPTION>



                                                                                                   SCHEDULE I (Continued)

            TRIARC CONSUMER PRODUCTS GROUP, LLC (PARENT COMPANY ONLY)
                        CONDENSED STATEMENT OF CASH FLOWS
                                 (In thousands)

                                                                                                       For the Period
                                                                                                       from Inception,
                                                                                                      January 15, 1999,
                                                                                                           through
                                                                                                       January 2, 2000
                                                                                                       ---------------

<S>                                                                                                     <C>
Cash flows from operating activities:
     Net income.........................................................................................$   13,706
     Adjustments to reconcile net income to net cash provided by operating activities:
        Amortization of deferred financing costs........................................................     1,141
        Change in due from/to subsidiaries and other affiliate .........................................   (13,186)
        Increase in accounts payable and accrued expenses...............................................    12,413
                                                                                                        ----------
             Net cash provided by operating activities..................................................    14,074
                                                                                                        ----------
Cash flows from investing activities:
     Loan to RC/Arby's Corporation......................................................................  (300,000)
     Dividends from subsidiaries in excess of equity in net income of subsidiaries......................   202,350
                                                                                                        ----------
           Net cash used in investing activities........................................................   (97,650)
                                                                                                        ----------
Cash flows from financing activities:
     Proceeds from long-term debt.......................................................................   300,000
     Dividends paid to Triarc Companies, Inc............................................................  (204,746)
     Deferred financing costs...........................................................................   (11,666)
                                                                                                        ----------
           Net cash provided by financing activities....................................................    83,588
                                                                                                        ----------
Net increase in cash and cash at end of period..........................................................$       12
                                                                                                        ==========


</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                                                                                                                     SCHEDULE II

                                      TRIARC CONSUMER PRODUCTS GROUP, LLC AND SUBSIDIARIES
                                                VALUATION AND QUALIFYING ACCOUNTS

                                                                   Additions
                                                         -----------------------------
                                          Balance at     Charged  to      Charged to         Deductions      Balance at
                                          Beginning        Costs and         Other              from           End of
          Description                      of Year         Expenses        Accounts           Reserves          Year
          -----------                      -------         --------        --------           --------          ----
                                                                         (In thousands)

<S>                                       <C>           <C>         <C>    <C>       <C>   <C>          <C>   <C>
   Year ended December 28, 1997:
      Receivables - allowance for
          doubtful accounts:
              Trade                       $    2,559    $    6,048  (1)    $   725   (2)   $    (1,361) (3)   $     7,971
              Affiliate                        2,551           975  (1)        --                 (256) (3)         3,270
                                          ----------    ----------         -------         -----------        -----------
                   Total                  $    5,110    $    7,023         $   725         $    (1,617)       $    11,241
                                          ==========    ==========         =======         ===========        ===========

   Year ended January 3, 1999:
      Receivables - allowance for
          doubtful accounts:
              Trade                       $    7,971    $    2,861         $    32   (2)   $    (5,313) (3)   $     5,551
              Affiliate                        3,270          (474) (4)        --               (2,796) (3)           --
                                          ----------    ----------         -------         -----------        -----------
                   Total                  $   11,241    $    2,387         $    32         $    (8,109)       $     5,551
                                          ==========    ==========         =======         ===========        ===========


   Year ended January 2, 2000:
      Receivables - allowance for
          doubtful accounts:
              Trade                       $    5,551    $    2,132  (5)    $   105    (2)  $    (2,147) (3)   $     5,641
              Affiliate                          --           (265) (4)        --                  265  (4)           --
                                          ----------    ----------         -------         -----------        -----------
                   Total                  $    5,551    $    1,867         $   105         $    (1,882)       $     5,641
                                          ==========    ==========         =======         ===========        ===========



</TABLE>


(1)   Includes $2,254,000 of trade and $975,000 of affiliate  provisions charged
      to "Charges (credit) related to post-acquisition transition,  integration
      and changes to business strategies."
(2)   Recoveries of accounts previously determined to be uncollectible.
(3)   Accounts determined to be uncollectible.
(4)   Reversal of provision for doubtful accounts due to recoveries of accounts
      previously fully reserved.
(5)   Net of $549,000 credited to "Charges (credit) related to post-acquisition
      transition, integration and changes to business strategies."