U N L O C K I N G P O T E N T I A L YUM! BRANDS 2019 ANNUAL REPORT FINANCIAL HIGHLIGHTS (In millions, except for per share amounts) Year-end Company sales Franchise and property revenues Franchise contributions for advertising and other services Total revenues Operating Profit Net Income Reported Diluted Earnings Per Common Share Special Items Diluted Earnings Per Common Share (a) Diluted Earnings Per Common Share before Special Items (a) Net Cash Provided by Operating Activities from (a) See our 2019 Form 10-K for further discussion of Special Items. 2019 $1,546 2,660 1,391 $ 5,597 $ 1,930 $ 1,294 $ 4.14 .59 $ 3.55 $ 1,315 2018 $ 2,000 2,482 1,206 $ 5,688 $ 2,296 $ 1,542 $ 4.69 1.52 $ 3.17 $ 1,176 % B/(W) change (23) 7 15 (2) (16) (16) (12) NM 12 12 investors.yum.com/annualreport David Gibbs, Chief Executive Officer Yum! Brands Inc. TRANSFORMATION JOURNEY COMPLETE UNLOCKING POTENTIAL FOR YUM! Dear Fellow Stakeholders: 2019 was a truly historic year for Yum!. We successfully completed our three-year transformation and delivered on all of our bold commitments. Plus, we surpassed two milestones that are a testament to Yum!’s incredible scale as we eclipsed $50 billion in system sales and marked the opening of our 50,000th restaurant. None of this would have been possible without our unrivaled culture and talent and over 2,000 franchisees who run 98% of our restaurants globally and employ more than 1.5 million restaurant team members. Because of our journey to become more focused, franchised and efficient, we are well-positioned to accelerate growth and improve franchise unit economics over the long term. Our new Recipe for Growth and Good will Unlock our Potential and reflects the importance of collaboration as we continue to build the world’s most loved, trusted and fastest-growing brands. Our Recipe for Growth, using our four key growth drivers, is the foundation upon which our sustainable, long-term results are being built. These growth capabilities, outlined below, are the key drivers of same- store sales and net-new unit growth and serve as our guiding principles in all business decisions. 1. Unrivaled Culture and Talent. We will leverage culture and people capability to fuel brand performance and franchisee success. 2. Unmatched Franchise Operating Capability. We will recruit and equip the best restaurant operators in the world to deliver great customer experiences. 3. Relevant, Easy and Distinctive Brands. We will innovate and elevate iconic restaurant brands people trust and champion. 4. Bold Restaurant Development. We will drive market and franchise unit expansion with strong economics and value. Our Recipe for Good is focused on leading with socially responsible and sustainable stewardship of our food, planet and people. 1. Food: Serve delicious food people trust. 2. Planet: Grow sustainably. 3. People: Unlock potential in people and communities. I firmly believe our culture is a competitive advantage for Yum! With culture as the driving force behind our results, I’m pleased to share the following highlights from 2019: n Our worldwide system sales grew 9%, led by 10% growth at KFC, 9% at Taco Bell and 8% at Pizza Hut. n Our same-store sales grew 3%, led by 5% growth at Taco Bell and followed by 4% at KFC with Pizza Hut even for the year. n We achieved net-new unit growth of 4%, including 2,040 net-new units, which represents a 70% increase versus 2016 when we began our transformation. We opened, on average, 9 gross restaurants per day in 2019. n We ended the year with over 50,000 global restaurants in approximately 287 brand-country combinations. n We are 98% franchised, with 913 company units as of the end of 2019. n Our core operating profit grew 12%. n We returned $1.3 billion of capital to shareholders through share repurchases and dividends. n KFC is “Always Original”. KFC continued to bolster its brand positioning and beloved core menu items with innovative new products. We remain dedicated to making the brand R.E.D. — relevant, easy and distinctive — by investing in innovation, technology and enhanced asset formats. KFC now delivers from 15,000-plus restaurants across more than 90 countries. n Pizza Hut continued its commitment to ensure that every customer has a Hot, Fast and Reliable experience around the world by making improvements in food quality, speed of service and loyalty programs as well as upgrading its technology for online ordering and delivery. n Taco Bell truly is a Category of One for Everyone. 2019 was the brand’s eighth consecutive year of positive same-store sales growth, a testament to the strength of the leadership team and its partnerships with franchisees. In addition to a relentless commitment to value and innovation for which Taco Bell is known, I am particularly excited that 2019 marked the completion of the nationwide kiosk rollout to nearly 6,500 restaurants and that Taco Bell delivery is available in over 5,100 restaurants across the U.S. through our strategic partnership with Grubhub. In closing, 2019 marked the successful conclusion of our massive transformation, and we began 2020 with the exciting news that we are adding The Habit Burger Grill to the Yum! family. This deal should enable us to offer an exciting new investment opportunity to our existing franchisees and expand an award-winning, trend-forward brand through the power of Yum!’s unmatched scale. That said, the COVID-19 (coronavirus) pandemic continues to rapidly evolve, and our No. 1 priority is the health and safety of our employees, franchisees and customers. We are closely monitoring the situation and the ever-changing intelligence from public health, travel and national security authorities in countries where we operate to ensure we protect our people, customers and brands. With our franchisees, we have industry-leading action plans, standards and policies in the restaurants to prevent and limit the spread of COVID-19. As the world’s largest restaurant company, our customers span ages, backgrounds and borders, and we remain committed to serving them in a way that protects their health and safety. Times like these are a reminder that we are all globally connected and each have a role to play in helping others. At Yum!, we are committed to doing just that. David Gibbs, CEO YUM! Brands, Inc. 1441 Gardiner Lane Louisville, Kentucky 40213 April 3, 2020 Dear Fellow Shareholders: On behalf of your Board of Directors, we are pleased to invite you to attend the 2020 Annual Meeting of Shareholders of YUM! Brands, Inc. The Annual Meeting will be held Thursday, May 14, 2020, at 9:00 a.m., local time, in the YUM! at at Conference Center www.virtualshareholdermeeting.com/YUM2020. 1900 Colonel Sanders Louisville, Kentucky live webcast Lane via or in Once again, we encourage you to take advantage of the Securities and Exchange Commission rule allowing companies to furnish proxy materials to their shareholders over the Internet. We believe that this e-proxy process expedites shareholders’ receipt of proxy materials, lowers the costs of delivery and helps reduce the Company’s environmental impact. Your vote is important. We encourage you to vote promptly whether or not you plan to attend the meeting. You may vote your shares via a toll-free telephone number or over the Internet. If you received a paper copy of the proxy card by mail, you may sign, date and mail the proxy card in the envelope provided. Instructions regarding the three methods of voting prior to the meeting are contained on the notice or proxy card. If you plan to attend the meeting, please bring your notice, admission ticket from your proxy card or proof of your ownership of YUM common stock as of March 16, 2020 as well as a valid picture identification. Whether or not you attend the meeting, we encourage you to consider the matters presented in the proxy statement and vote as soon as possible. Sincerely, David Gibbs Chief Executive Officer Important Notice Regarding the Availability of Proxy Materials for the Shareholders Meeting to Be Held on May 14, 2020this notice and the proxy statement are available at https://investors.yum.com/governance/governance- documents. The Annual Report on Form 10-K is available at www.investors.yum.com/annualreports. YUM! Brands, Inc. 1441 Gardiner Lane Louisville, Kentucky 40213 Notice of Annual Meeting of Shareholders Thursday, May 14, 2020 9:00 a.m. YUM! Conference Center, 1900 Colonel Sanders Lane, Louisville, Kentucky 40213 or via live webcast at www.virtualshareholdermeeting.com/YUM2020. ITEMS OF BUSINESS: (1) (2) (3) (4) (5) To elect twelve (12) directors to serve until the 2021 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified. To ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2020. To consider and hold an advisory vote on executive compensation. To consider and vote on one (1) shareholder proposal, if properly presented at the meeting. To transact such other business as may properly come before the meeting. WHO CAN VOTE?: You can vote if you were a shareholder of record as of the close of business on March 16, 2020. ANNUAL REPORT: A copy of our 2019 Annual Report on Form 10-K is included with this proxy statement. WEBSITE: You may also read the Company’s Annual Report and this Notice and proxy statement on our website at www.investors.yum.com/annual-reports. DATE OF MAILING: This Notice, the proxy statement and the form of proxy are first being mailed to shareholders on or about April 3, 2020. By Order of the Board of Directors Scott A. Catlett General Counsel and Corporate Secretary YOUR VOTE IS IMPORTANT Under securities exchange rules, brokers cannot vote on your behalf for the election of directors or on executive compensation related matters without your instructions. Whether or not you plan to attend the Annual Meeting, please provide your proxy by following the instructions on your Notice or proxy card. On or about April 3, 2020, we mailed to our shareholders a Notice containing instructions on how to access the proxy statement and our Annual Report and vote online. If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you request a copy. Instead, you should follow the instructions included in the Notice on how to access and review the proxy statement and Annual Report. The Notice also instructs you on how you may submit your vote by proxy over the Internet. If you received the proxy statement and Annual Report in the mail, please submit your proxy by marking, dating and signing the proxy card included and returning it promptly in the envelope enclosed. If you are able to attend the Annual Meeting and wish to vote your shares personally, you may do so at any time before the proxy is exercised. Table of Contents PROXY STATEMENT QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING GOVERNANCE OF THE COMPANY Director Biographies........................................................................................................................................................ Director Compensation ................................................................................................................................................... MATTERS REQUIRING SHAREHOLDER ACTION ITEM 1 Election of Directors (Item 1 on the Proxy Card).............................................................................................. ITEM 2 Ratification of Independent Auditors (Item 2 on the Proxy Card)..................................................................... ITEM 3 Advisory Vote on Executive Compensation (Item 3 on the Proxy Card).......................................................... ITEM 4 Shareholder Proposal Regarding Issuance of Annual Reports on Efforts to Reduce Deforestation (Item 4 on the Proxy Card) ........................................................................................................................................... STOCK OWNERSHIP INFORMATION DELINQUENT SECTION 16(a) REPORTS EXECUTIVE COMPENSATION Compensation Discussion and Analysis ......................................................................................................................... Summary Compensation Table....................................................................................................................................... All Other Compensation Table ........................................................................................................................................ Grants of Plan-Based Awards......................................................................................................................................... Outstanding Equity Awards at Year-End ........................................................................................................................ Option Exercises and Stock Vested................................................................................................................................ Pension Benefits ............................................................................................................................................................. Nonqualified Deferred Compensation............................................................................................................................. Potential Payments Upon Termination or Change in Control ......................................................................................... CEO Pay Ratio ................................................................................................................................................................ EQUITY COMPENSATION PLAN INFORMATION AUDIT COMMITTEE REPORT ADDITIONAL INFORMATION 1 1 7 11 16 26 26 27 28 29 33 34 35 35 56 57 58 60 62 62 65 68 70 72 73 75 YUM! Brands, Inc. 1441 Gardiner Lane Louisville, Kentucky 40213 PROXY STATEMENT For Annual Meeting of Shareholders To Be Held On May 14, 2020 The Board of Directors (the “Board of Directors” or the “Board”) of YUM! Brands, Inc., a North Carolina corporation (“YUM” or the “Company”), solicits the enclosed proxy for use at the Annual Meeting of Shareholders of the Company to be held at 9:00 a.m. (Eastern Time), on Thursday, May 14, 2020, at the YUM! Conference Center at 1900 Colonel Sanders Lane, Louisville, Kentucky 40213 or via live webcast at www.virtualshareholdermeeting.com/YUM2020. On account of public health and safety concerns posed by the COVID-19 pandemic, shareholders are encouraged to attend via the webcast. We intend to hold our annual meeting in person and via webcast. However, we continue to monitor the situation regarding COVID-19 closely, taking into account guidance from the Center for Disease Control and Prevention and the World Health Organization. The health and well-being of our various stakeholders is our top priority. Accordingly, we are planning for the possibility that the annual meeting may be required to be postponed or held solely by webcast, if then allowed for under applicable law, in the event we or governmental officials determine that it is not advisable to hold an in-person meeting. In the event the annual meeting will be postponed or held solely by webcast, we will announce that fact as promptly as practicable, and details on how to participate will be issued by press release, posted on the Investor Relations section of our website and filed with the U.S. Securities and Exchange Commission as additional proxy material. This proxy statement contains information about the matters to be voted on at the Annual Meeting and the voting process, as well as information about our directors and most highly paid executive officers. QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING What is the purpose of the Annual Meeting? At our Annual Meeting, shareholders will vote on several important Company matters. In addition, our management will report on the Company’s performance over the last fiscal year and, following the meeting, respond to questions from shareholders. Why am I receiving these materials? The Board of Directors of Yum! Brands, Inc. (the “Board”) has made these materials available to you over the internet, or has delivered printed versions of these materials to you by mail, in connection with the Board’s solicitation of proxies for use at the 2020 Annual Meeting of Shareholders (the “Annual Meeting”). The Annual Meeting is scheduled to be held on Thursday, May 14, 2020 at 9:00a.m. ET, at 1900 Colonel Sanders Lane, Louisville, Kentucky or via live webcast through the link set forth above. You will need the 16-digit control number provided on the Notice of Internet Availability of Proxy Materials or your proxy card (see below). This solicitation is for proxies for use at the Annual Meeting or at any reconvened meeting after an adjournment or postponement of the Annual Meeting. YUM! BRANDS, INC. - 2020 Proxy Statement | 1 QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING Why did I receive a one-page Notice in the mail regarding the Internet availability of proxy materials this year instead of a full set of proxy materials? As permitted by Securities and Exchange Commission (“SEC”) rules, we are making this proxy statement and our Annual Report available to our shareholders electronically via the Internet. On or about April 3, 2020, we mailed to our shareholders a Notice containing instructions on how to access this proxy statement and our Annual Report and vote online. If you received a Notice by mail you will not receive a printed copy of the proxy materials in the mail unless you request a copy. The Notice instructs you on how to access and review all of the important information contained in the proxy statement and Annual Report. The Notice also instructs you on how you may submit your proxy over the Internet. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Notice. We encourage you to take advantage of the availability of the proxy materials on the Internet in order to help lower the costs of delivery and reduce the Company’s environmental impact. Who may attend the Annual Meeting? The Annual Meeting is open to all shareholders of record as of close of business on March 16, 2020, or their duly appointed proxies. What do I need to bring to attend the Annual Meeting In-Person? You will need a valid picture identification and either an admission ticket or proof of ownership of YUM’s common stock to enter the Annual Meeting. If you are a registered owner, your Notice will be your admission ticket. If you received the proxy statement and Annual Report by mail, you will find an admission ticket attached to the proxy card sent to you. If you plan to attend the Annual Meeting, please so indicate when you vote and bring the ticket with you to the Annual Meeting. If your shares are held in the name of a bank or broker, you will need to bring your legal proxy from your bank or broker and your admission ticket. If you do not bring your admission ticket, you will need proof of ownership to be admitted to the Annual Meeting. A recent brokerage statement or letter from a bank or broker is an example of proof of ownership. If you arrive at the Annual Meeting without an admission ticket, we will admit you only if we are able to verify that you are a YUM shareholder. Your admittance to the Annual Meeting will depend upon availability of seating. All shareholders will be required to present valid picture identification prior to admittance. IF YOU DO NOT HAVE A VALID PICTURE IDENTIFICATION AND EITHER AN ADMISSION TICKET OR PROOF THAT YOU OWN YUM COMMON STOCK, YOU MAY NOT BE ADMITTED INTO THE ANNUAL MEETING. Please note that computers, cameras, sound or video recording equipment, cellular and smart phones, tablets and other similar devices, large bags, briefcases and packages will not be allowed in the meeting room. Seating is limited and admission is on a first-come, first-served basis. What will I need in order to attend the Annual Meeting Online? You may also attend the Annual Meeting, vote and submit a question during the Annual Meeting by visiting www.virtualshareholdermeeting.com/YUM2020 and using your 16-digit control number (included on your Notice Regarding the Availability of Proxy Materials, Proxy Card, or Voter Instruction Form) to enter the meeting. If you are not a stockholder of record by holding shares as a beneficial owner in street name, you may be required to provide proof of beneficial ownership, such as your most recent account statement as of the Record Date, a copy of the voting instruction form provided by your broker, bank, trustee, or nominee, or other similar evidence of ownership. If you do not comply with the procedures outlined above, you will not be admitted to the virtual Annual Meeting. Online access will begin at 8:45 a.m. Eastern Time, and we encourage you to access the meeting prior to the start time. The meeting webcast will begin promptly at 9:00 a.m. Eastern Time on May 14, 2020. 2 | YUM! BRANDS, INC. - 2020 Proxy Statement QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING May shareholders ask questions? Yes. Representatives of the Company will answer shareholders’ questions of general interest following the Annual Meeting. In order to give a greater number of shareholders an opportunity to ask questions, individuals or groups will be allowed to ask only one question and no repetitive or follow-up questions will be permitted. If you choose to attend the online meeting, you may submit a question during the Annual Meeting by visiting www.virtualshareholdermeeting.com/YUM2020 and using your 16‐digit control number to enter the meeting. Who may vote? You may vote if you owned YUM common stock as of the close of business on the record date, March 16, 2020. Each share of YUM common stock is entitled to one vote. As of March 16, 2020, YUM had 300.9 million shares of common stock outstanding. What am I voting on? You will be voting on the following four (4) items of business at the Annual Meeting: The election of twelve (12) directors to serve until the next Annual Meeting of Shareholders and until their respective successors are duly elected and qualified; The ratification of the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2020; An advisory vote on executive compensation; and One (1) shareholder proposal. We will also consider other business that properly comes before the meeting. YUM! BRANDS, INC. - 2020 Proxy Statement | 3 QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING How does the Board of Directors recommend that I vote? Our Board of Directors recommends that you vote your shares: FOR each of the nominees named in this proxy statement for election to the Board; FOR the ratification of the selection of KPMG LLP as our independent auditors; FOR the proposal regarding an advisory vote on executive compensation; and AGAINST the shareholder proposal. How do I vote before the Annual Meeting? There are three ways to vote before the meeting: By Internet If you have Internet access, we encourage you to vote on www.proxyvote.com by following instructions on the Notice or proxy card; By telephone by making a toll-free telephone call from the U.S. or Canada to 1(800) 690-6903 (if you have any questions about how to vote over the phone, call 1(888) 298-6986); or By mail If you received your proxy materials by mail, you can vote by completing, signing and returning the enclosed proxy card in the postage-paid envelope provided. If you are a participant in the direct stock purchase and dividend reinvestment plan (Computer Share CIP), as a registered shareholder, you will receive all proxy materials and may vote your shares according to the procedures outlined herein. If you are a participant in the YUM! Brands 401(k) Plan (“401(k) Plan”), the trustee of the 401(k) Plan will only vote the shares for which it has received directions to vote from you. Proxies submitted through the Internet or by telephone as described above must be received by 11:59 p.m., Eastern Daylight Saving Time, on May 13, 2020. Proxies submitted by mail must be received prior to the meeting. Directions submitted by 401(k) Plan participants must be received by 12:00 p.m., Eastern Daylight Saving Time, on May 12, 2020. Also, if you hold your shares in the name of a bank or broker, your ability to vote by telephone or the Internet depends on their voting processes. Please follow the directions on your notice carefully. A number of brokerage firms and banks participate in a program provided through Broadridge Financial Solutions, Inc. (“Broadridge”) that offers telephone and Internet voting options. If your shares are held in an account with a brokerage firm or bank participating in the Broadridge program, you may vote those shares telephonically by calling the telephone number shown on the voting instruction form received from your brokerage firm or bank, or through the Internet at Broadridge’s voting website (www.proxyvote.com). Votes submitted through the Internet or by telephone through the Broadridge program must be received by 11:59 p.m., Eastern Daylight Saving Time, on May 13, 2020. Can I vote at the Annual Meeting? Shares registered directly in your name as the shareholder of record may be voted in person or online at the Annual Meeting. Shares held through a broker or nominee may be voted in person only if you obtain a legal proxy from the broker or nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the Annual Meeting, we encourage you to vote your shares by proxy. You may still vote your shares in person at the meeting even if you have previously voted by proxy. Can I change my mind after I vote? You may change your vote at any time before the polls close at the Annual Meeting. You may do this by: Signing another proxy card with a later date and returning it to us prior to the Annual Meeting; Voting again by telephone or through the Internet prior to 11:59 p.m., Eastern Daylight Saving Time, on May 13, 2020; 4 | YUM! BRANDS, INC. - 2020 Proxy Statement QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING Giving written notice to the Corporate Secretary of the Company prior to the Annual Meeting; or Voting again at the Annual Meeting. Your attendance at the Annual Meeting will not have the effect of revoking a proxy unless you notify our Corporate Secretary in writing before the polls close that you wish to revoke a previous proxy. Who will count the votes? Representatives of Computershare, Inc. will count the votes and will serve as the independent inspector of election. What if I return my proxy card but do not provide voting instructions? If you vote by proxy card, your shares will be voted as you instruct by the individuals named on the proxy card. If you sign and return a proxy card but do not specify how your shares are to be voted, the persons named as proxies on the proxy card will vote your shares in accordance with the recommendations of the Board. These recommendations are: FOR the election of the twelve (12) nominees for director named in this proxy statement (Item 1); FOR the ratification of the selection of KPMG LLP as our independent auditors for the fiscal year 2020 (Item 2); FOR the proposal regarding an advisory vote on executive compensation (Item 3); and AGAINST the Shareholder Proposal (Item 4). What does it mean if I receive more than one proxy card? It means that you have multiple accounts with brokers and/or our transfer agent. Please vote all of these shares. We recommend that you contact your broker and/or our transfer agent to consolidate as many accounts as possible under the same name and address. Our transfer agent is Computershare, Inc., which may be reached at 1 (888) 439-4986 and internationally at 1 (781) 575-2879. Will my shares be voted if I do not provide my proxy? Your shares may be voted if they are held in the name of a brokerage firm, even if you do not provide the brokerage firm with voting instructions. Brokerage firms have the authority under the New York Stock Exchange rules to vote shares for which their customers do not provide voting instructions on certain “routine” matters. The proposal to ratify the selection of KPMG LLP as our independent auditors for fiscal year 2020 is considered a routine matter for which brokerage firms may vote shares for which they have not received voting instructions. The other proposals to be voted on at our Annual Meeting are not considered “routine” under applicable rules. When a proposal is not a routine matter and the brokerage firm has not received voting instructions from the beneficial owner of the shares with respect to that proposal, the brokerage firm cannot vote the shares on that proposal. This is called a “broker non-vote.” How many votes must be present to hold the Annual Meeting? Your shares are counted as present at the Annual Meeting if you attend the Annual Meeting in person or online or if you properly return a proxy by Internet, telephone or mail. In order for us to conduct our Annual Meeting, a majority of the outstanding shares of YUM common stock, as of March 16, 2020, must be present or represented by proxy at the Annual Meeting. This is referred to as a quorum. Abstentions and broker non-votes will be counted for purposes of establishing a quorum at the Annual Meeting. YUM! BRANDS, INC. - 2020 Proxy Statement | 5 QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING How many votes are needed to elect directors? You may vote “FOR” each nominee or“ AGAINST” each nominee, or “ABSTAIN” from voting on one or more nominees. Unless you mark “AGAINST” or “ABSTAIN” with respect to a particular nominee or nominees or for all nominees, your proxy will be voted “FOR” each of the director nominees named in this proxy statement. In an uncontested election, a nominee will be elected as a director if the number of “FOR” votes exceeds the number of “AGAINST” votes. Abstentions will be counted as present but not voted. Abstentions and broker non-votes will not affect the outcome of the vote on directors. Full in our Corporate Governance Principles at details of https://investors.yum.com/governance/governance-documents/ significant and Board practices does the Company have? Majority Voting Policy.” voting policy are set out the Company’s majority “What other under page 20 at How many votes are needed to approve the other proposals? In order to be approved, the other proposals must receive the “FOR” vote of a majority of the shares, present in person or represented by proxy, and entitled to vote at the Annual Meeting. For each of these items, you may vote “FOR”, “AGAINST” or “ABSTAIN.” Abstentions will be counted as shares present and entitled to vote at the Annual Meeting. Accordingly, abstentions will have the same effect as a vote “AGAINST” the proposals. Broker non-votes will not be counted as shares present and entitled to vote with respect to the particular matter on which the broker has not voted. Thus, broker non-votes will not affect the outcome of any of these proposals. When will the Company announce the voting results? The Company will announce the voting results of the Annual Meeting on a Current Report on Form 8-K filed within four business days of the Annual Meeting. What if other matters are presented for consideration at the Annual Meeting? The Company knows of no other matters to be submitted to the shareholders at the Annual Meeting, other than the proposals referred to in this Proxy Statement. If any other matters properly come before the shareholders at the Annual Meeting, it is the intention of the persons named on the proxy to vote the shares represented thereby on such matters in accordance with their best judgment. 6 | YUM! BRANDS, INC. - 2020 Proxy Statement GOVERNANCE OF THE COMPANY The business and affairs of YUM are managed under the direction of the Board of Directors. The Board believes that good corporate governance is a critical factor in achieving business success and in fulfilling the Board’s responsibilities to shareholders. The Board believes that its practices align management and shareholder interests. including the Corporate Governance Principles (the “Governance Principles”), The corporate governance section of the Company website makes available the Company’s corporate governance materials, the Company’s Articles of Incorporation and Bylaws, the charters for each Board committee, the Company’s Global Code of Conduct, the Company’s Political Contributions and U.S. Government Advocacy Policy, and information about how to report concerns about the Company. To access these documents on the Company’s website, www.yum.com, click on “Investors” and then “Governance Documents”. Governance Highlights Corporate Governance • 12 Director Nominees • 11 Independent Nominees • Directors with experience, qualifications and skills across a wide range of public and private companies • Board Access to Senior Management and Independent Advisors • Independent Non-Executive Chairman • Independent Board Committees • Executive Sessions of Independent Directors at every regular Board and Committee meeting • Risk Oversight by Board and its Committees • Annual Board and Committee Self- Evaluations Shareholder Rights • Annual Election of Directors • All Directors Attended at least 75% of • Majority Voting of Directors Meetings Held • YUM’s Global Code of Conduct • Political Contributions and U.S. Government Advocacy Policy • Proxy Access • Shareholder Communication Process for communicating with Board • Audit Committee Complaint Procedures Policy regarding Accounting Matters • Active Shareholder Engagement Program • No Hedging or Pledging of Company Stock Compensation • Independent Management Planning and Development Committee • Independent Compensation Consultant • Executive Compensation is Highly Performance Based to Align with Shareholder Interests and Promote Company Business Strategy • At Risk Pay Tied to Performance • Strong Stock Ownership Guidelines • No Employment Agreements or Guaranteed Bonuses • Compensation Recovery Policy (Clawback) applies to Equity and Bonus Awards • Double trigger vesting upon Change in Control • No excise tax gross ups YUM! BRANDS, INC. - 2020 Proxy Statement | 7 GOVERNANCE OF THE COMPANY What is the composition of the Board of Directors and how often are members elected? Our Board of Directors presently consists of 14 directors whose terms expire at this Annual Meeting. Messrs. Creed and Walter will be retiring and are not standing for reelection at the Annual Meeting. Our directors are elected annually. The average director tenure is 5 years, with our longest- and shortest-tenured directors having served for 14 years (Mr. Nelson) and for three months, respectively (Ms. Young-Scrivner and Mr. Barr). As discussed in more detail later in this section, the Board has determined that 11 of the 12 individuals standing for election are independent under the rules of the New York Stock Exchange (“NYSE”). The director tenure of the 12 individuals standing for election is reflected in the following: Director Tenure 6 Directors 5 Directors 1 Director 0-3 years 4-8 years 9-14 years How often did the Board meet in fiscal 2019? The Board of Directors met 5 times during fiscal 2019. Each of the directors who served in 2019 attended at least 75% of the meetings of the Board and the committees of which he or she was a member and that were held during the period he or she served as a director. What is the Board’s policy regarding director attendance at the Annual Meeting of Shareholders? The Board of Director’s policy is that all directors should attend the Annual Meeting and all persons then serving as directors attended the 2019 Annual Meeting. How does the Board select nominees for the Board? The Nominating and Governance Committee considers candidates for Board membership suggested by its members and other Board members, as well as management and shareholders. The Committee’s charter provides that it may retain a third-party executive search firm to identify candidates from time to time. In accordance with the Governance Principles, our Board seeks members from diverse professional backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity. Directors should have experience in positions with a high degree of responsibility, be leaders in the companies or institutions with which they are affiliated and 8 | YUM! BRANDS, INC. - 2020 Proxy Statement GOVERNANCE OF THE COMPANY are selected based upon contributions they can make to the Board and management. The committee’s assessment of a include a review of the person’s judgment, experience, independence, understanding of the proposed candidate will Company’s business or other related industries and such other factors as the Nominating and Governance Committee determines are relevant in light of the needs of the Board of Directors. The committee believes that its nominees should reflect a diversity of experience, gender, race, ethnicity and age. The Board does not have a specific policy regarding director diversity. The committee also considers such other relevant factors as it deems appropriate, including the current composition of the Board, the balance of management and independent directors, the need for Audit Committee expertise and the evaluations of other prospective nominees, if any. In connection with this evaluation, it is expected that each committee member will interview the prospective nominee before the prospective nominee is presented to the full Board for consideration. After completing this evaluation and interview process, the committee will make a recommendation to the full Board as to the person(s) who should be nominated by the Board, and the Board determines the nominee(s) after considering the recommendation and report of the committee. In 2017 we implemented several initiatives to transform the Company, centering on a new multi-year strategy to accelerate growth, reduce volatility and increase capital returns to shareholders. In connection with this transformation strategy we developed our “Recipe for Growth,” which focuses on four growth drivers intended to accelerate same-store sales growth and net-new restaurant development at KFC, Pizza Hut and Taco Bell around the world. The Company remains focused on building the world’s most loved, trusted and fastest growing restaurant brands by: Growing Unrivaled Culture and Talent to leverage our culture and people capability to fuel brand performance and franchise success; Developing Unmatched Operating Capability, by recruiting and equiping the best restaurant operators in the world to deliver great customer experiences; Building Relevant, Easy and Distinctive Brands, by innovating and elevating iconic restaurant brands people trust and champion; and Achieving Bold Restaurant Development by driving market and franchise expansion with strong economics and value. We look for director candidates that have the skills and experience necessary to help us achieve success with respect to the four growth drivers and the Company’s implementation of its “Recipe for Growth.” As a result, the skills that our directors possess are thoroughly considered to ensure that they align with the Company’s goals. The following table describes key characteristics of the Company’s “Recipe for Growth” and indicates how the skills our Board collectively possesses positively impacts the growth drivers: Yum!’s Recipe for Growth Relevant Skills our Board Collectively Possesses Growing Unrivaled Culture and Talent, by leveraging our culture and people capability to fuel brand performance and franchise success Talent Development. Experience building the knowledge, skills, and abilities of employees and helping them develop and achieve their potential within an organization. Leadership Experience. Experience as executive officer level business leader who demonstrates strong abilities to motivate and manage others and to effectively manage organizations. Developing Unmatched Operating Capability, by recruiting and equiping the best restaurant operators in the world to deliver great customer experiences Industry/Operations. Experience and understanding of operational and strategic issues facing large restaurant or consumer service driven companies. Building Relevant, Easy and Distinctive Brands, by innovating and elevating iconic restaurant brands people trust and champion Achieving Bold Restaurant Development, by driving market and franchise expansion with strong economics and value Marketing/Brand Management. Experience marketing and managing well-known brands or the types of products and experiences we sell. Technology or Digital. Experience in leadership and understanding of technology, digital platforms and new media, data security, and data analytics. Global Experience. Experience at multinational companies or in international markets, which provides useful business and cultural perspectives. Finance. Experience in Public company management and financial stewardship. In addition to our Recipe for Growth, in 2020 we launched our “Recipe for Good”, which focuses on three primary pillars: Food, Planet and People. Guided by these pillars, we will strive to unlock potential in people and communities, grow sustainably and continue to serve delicious food that people trust. By combining the guiding principles that underlie our YUM! BRANDS, INC. - 2020 Proxy Statement | 9 GOVERNANCE OF THE COMPANY Recipe for Growth and our Recipe for Good into our “Recipe for Growth and Good”, we are confident that we will be even more successful in unlocking our potential. We believe that each of our directors has met the guidelines set forth in the Governance Principles. As noted in the director biographies that follow in this section, our directors have experience, qualifications and skills across a wide range of public and private companies, possessing a broad spectrum of experience both individually and collectively. In addition to the information provided in the director biographies, our director nominees’ qualifications, experiences and skills are summarized in the following matrix. This matrix is intended to provide a summary of our directors’ qualifications and should not be considered to be a complete list of each nominee’s strengths and contributions to the Board. Experience/Background Leadership Experience Global Experience Finance Industry/Operations Marketing/Brand management Talent Development Technology or Digital h g a n a v a C o o o o o s e v l A r r a B o o o o o o o o o o r o n n o C o o o o o o l l e n r o C o o o o o o i i r r e e m m o o D D o o o o o o s s b b b b G G i i o o o o o o r i e W - k c i d d a r G o o o o k c o t S o o o o o a l a k S o o o o o o n o s l e N o o o o o o r e n v i r c S - g n u o Y o o o o o For a shareholder to submit a candidate for consideration by the Nominating and Governance Committee, a shareholder must notify YUM’s Corporate Secretary, YUM! Brands, Inc., 1441 Gardiner Lane, Louisville, Kentucky 40213. The recommendation must contain the information described on page 76. 10 | YUM! BRANDS, INC. - 2020 Proxy Statement Director Biographies GOVERNANCE OF THE COMPANY Paget L. Alves served as Chief Sales Officer of Sprint Corporation, a wireless and wireline communications services provider, from January 2012 to September 2013 after serving as President of that company’s Business Markets Group beginning in 2009. Mr. Alves currently serves on the boards of directors of Ariel Investments LLC, Assurant, Inc., International Game Technology PLC and Synchrony Financial. SPECIFIC QUALIFICATIONS, EXPERIENCE, SKILLS AND EXPERTISE: Operating, finance and management experience, including as Chief Sales Officer of a wireless and wireline communications company Paget L. Alves Age 65 Director since 2016 Former Chief Sales Officer, Sprint Corporation Global sales experience Public company directorship and committee experience Independent of Company Keith Barr is the Chief Executive Officer of InterContinental Hotels Group plc (IHG), a predominately franchised, global organization that includes brands such as InterContinental Hotels & Resorts, Holiday Inn Family and Crowne Plaza Hotels & Resorts. He has served in this role since July 2017. He served as Chief Operating Officer of IHG from 2013 to July 2017 and prior to that, as Chief Executive Officer of IHG’s Greater China business. Prior to this position, Mr. Barr served IHG in a number of senior positions in IHG’s Americas and Asia, Middle East and Africa (AMEA) regions. SPECIFIC QUALIFICATIONS, EXPERIENCE, SKILLS AND EXPERTISE: Operating and management experience, including as Chief Executive Officer of a franchised, global operation Expertise in strategic planning, branding and corporate leadership Independent of Company Michael J. Cavanagh is Senior Executive Vice President and Chief Financial Officer of Comcast Corporation, a global media and technology company. He has held this position since July 2015. From July 2014 to May 2015 he served as Co-President and Co-Chief Operating Officer for The Carlyle Group, a global investment firm, and he was also a member of the Executive Group and Management Committee of The Carlyle Group. Prior to this, Mr. Cavanagh was the Co-Chief Executive Officer of the Corporate & Investment Bank of JPMorgan Chase & Co. from 2012 until 2014. From 2010 to 2012, he was the Chief Executive Officer of JPMorgan Chase & Co.’s Treasury & Securities Services business, one of the world’s largest cash management providers and a leading global custodian. From 2004 to 2010, Mr. Cavanagh was Chief Financial Officer of JPMorgan Chase & Co. SPECIFIC QUALIFICATIONS, EXPERIENCE, SKILLS AND EXPERTISE: Operating and management experience, including as Chief Financial Officer of a global media and technology company and president and Chief Operating Officer of a global investment firm Expertise in finance and strategic planning Independent of Company YUM! BRANDS, INC. - 2020 Proxy Statement | 11 Keith Barr Age 49 Director since 2020 Chief Executive Officer, InterContinental Hotels Group plc Michael J. Cavanagh Age 54 Director since 2012 Senior Executive Vice President and Chief Financial Officer, Comcast Corporation GOVERNANCE OF THE COMPANY Christopher M. Connor served as Chairman and Chief Executive Officer of The Sherwin-Williams Company, a global manufacturer of paint, architectural coatings, industrial finishes and associated supplies, until 2016. Mr. Connor held a number of executive positions at Sherwin-Williams beginning in 1983. He served as Chief Executive Officer from 1999 to 2015 and Chairman from 2000 to 2016. He currently serves on the boards of Eaton Corporation plc and International Paper Company. SPECIFIC QUALIFICATIONS, EXPERIENCE, SKILLS AND EXPERTISE: Operating and management experience, including as Chairman and CEO of a Fortune 500 company Expertise in marketing, human resources, talent development, public company executive compensation, planning and operational and financial processes. Public company directorship and committee experience Independent of Company Christopher M. Connor Age 64 Director since 2017 Former Chairman and Chief Executive Officer, The Sherwin-Williams Company Brian C. Cornell joined the Yum! Brands Board in 2015 and has served as Non-Executive Chairman since November 2018. Mr. Cornell is Chairman and Chief Executive Officer of Target Corporation, a general merchandise retailer. He has held this position since August 2014. Mr. Cornell served as the Chief Executive Officer of PepsiCo Americas Foods, a division of PepsiCo, Inc. from March 2012 to July 2014. From April 2009 to January 2012, Mr. Cornell served as the Chief Executive Officer and President of Sam’s Club, a division of Wal-Mart Stores, Inc. and as an Executive Vice President of Wal-Mart Stores, Inc. He has been a Director of Target Corporation since 2014. He has previously served as a Director of Home Depot, OfficeMax, Polaris Industries Inc., Centerplate, Inc. and Kirin-Tropicana, Inc. Brian C. Cornell Age 61 Director since 2015 Chairman and Chief Executive Officer, Target Corporation SPECIFIC QUALIFICATIONS, EXPERIENCE, SKILLS AND EXPERTISE: Operating and management experience, including as chairman and Chief Executive Officer of a merchandise retailer Expertise in strategic planning, retail business, branding and corporate leadership Public company directorship experience and committee experience Independent of Company 12 | YUM! BRANDS, INC. - 2020 Proxy Statement GOVERNANCE OF THE COMPANY Tanya L. Domier is Chief Executive Officer of Advantage Solutions, Inc., a North American provider of outsourced sales, marketing and business solutions, and has served in that role since January 2013. Prior to serving as Advantage Solutions’ CEO, Ms. Domier served as its President and Chief Operating Officer from 2010 to 2013. Ms. Domier joined Advantage Solutions in 1990 from the J.M. Smucker Company and has held a number of executive level roles in sales, marketing and promotions. Ms. Domier has served as a director of Advantage Solutions since 2006 and currently also serves as a director of Nordstrom, Inc. SPECIFIC QUALIFICATIONS, EXPERIENCE, SKILLS AND EXPERTISE: Operating and management experience as Chief Executive Officer Expertise in strategic planning, global commerce and corporate leadership Public company directorship and committee experience Independent of Company Tanya L. Domier Age 54 Director since 2018 Chief Executive Officer, Advantage Solutions, Inc. David W. Gibbs is the current Chief Executive Officer of YUM. He has served in that position since January 2020. Prior to that, he served as President and Chief Operating Officer from August 2019 to December 2019, as President, Chief Operating Officer and Chief Financial Officer from January 2019 to August 2019 and as President and Chief Financial Officer from May 2016 to December 2018. Previously, Mr. Gibbs served as the Chief Executive Officer of the Company’s Pizza Hut Division from January 2015 until April 2016 and was its President from January 2014 through December 2014. Mr. Gibbs served as an independent director on the board of Sally Beauty Holdings from March 2016 until January 2020. SPECIFIC QUALIFICATIONS, EXPERIENCE, SKILLS AND EXPERTISE: David W. Gibbs Operational and global management experience, including as President, Chief Operating Officer Age 56 and Chief Financial Officer of the Company Expertise in finance, strategic planning, global branding, franchising and corporate leadership Public company directorship and committee experience Director since 2019 Chief Executive Officer, Yum Brands, Inc. YUM! BRANDS, INC. - 2020 Proxy Statement | 13 GOVERNANCE OF THE COMPANY Mirian M. Graddick-Weir retired as Executive Vice President of Human Resources for Merck & Co., Inc., a pharmaceutical company, in November, 2018. She had held that position since 2008. From 2006 until 2008, she was Senior Vice President of Human Resources of Merck & Co., Inc. Prior to this position, she served as Executive Vice President of Human Resources of AT&T Corp. from 2001 to 2006. Ms. Graddick-Weir has served as a director of Booking Holdings, Inc. since June 2018. SPECIFIC QUALIFICATIONS, EXPERIENCE, SKILLS AND EXPERTISE: Management experience, including as Executive Vice President of human resources for a pharmaceutical company Expertise in global human resources, corporate governance and public company compensation Public company directorship and committee experience Independent of Company Thomas C. Nelson is President and Chief Executive Officer of National Gypsum Company, a building products manufacturer. He has held this position since 1999 and was elected Chairman of the Board in January 2005. From 1995 to 1999, Mr. Nelson served as the Vice Chairman and Chief Financial Officer of National Gypsum. Mr. Nelson previously worked for Morgan Stanley & Co. and in the United States Defense Department as Assistant to the Secretary and was a White House Fellow. He serves as a director of Atrium Health and was a director of Belk, Inc. from 2003 to 2015. Since January 2015, Mr. Nelson has served as a director for the Federal Reserve Bank of Richmond. SPECIFIC QUALIFICATIONS, EXPERIENCE, SKILLS AND EXPERTISE: Operational and management experience, including as President and Chief Executive Officer of a building products manufacturer Senior government experience as Assistant to the Secretary of the United States Defense Department and as a White House Fellow Expertise in finance, strategic planning, business development and retail business Public company directorship and committee experience Independent of Company Mirian M. Graddick-Weir Age 65 Director since 2012 Retired Executive Vice President Human Resources, Merck & Co., Inc. Thomas C. Nelson Age 57 Director since 2006 Chairman, Chief Executive Officer and President, National Gypsum Company 14 | YUM! BRANDS, INC. - 2020 Proxy Statement GOVERNANCE OF THE COMPANY P. Justin Skala is the Chief Executive Officer of BMI Group, the largest manufacturer of flat and pitched roofing and waterproofing solutions throughout Europe. He has served in that role since September 1, 2019. Prior to joining BMI Group, Mr. Skala served as Executive Vice President, Chief Growth and Strategy Officer for the Colgate-Palmolive Company, from July 2018 until July 2019. From 2016 until 2018 he served as Chief Operating Officer, North America, Europe, Africa/Eurasia and Global Sustainability for Colgate- Palmolive Company. From 2013 to 2016 he was President of Colgate-North America and Global Sustainability for Colgate-Palmolive Company. From 2010 to 2013 he was the President of Colgate - Latin America. From 2007 to 2010, he was president of Colgate - Asia. SPECIFIC QUALIFICATIONS, EXPERIENCE, SKILLS AND EXPERTISE: Global operating and management experience, including as Chief Executive Officer at a large international manufacturer and as President of major divisions of a consumer products company Expertise in branding, marketing, finance, sales, strategic planning and international business development Independent of Company Elane B. Stock served as Group President of Kimberly-Clark International, a division of Kimberly-Clark Corporation, a global consumer products company, from 2014 to 2016. From 2012 to 2014 she was the Group President for Kimberly-Clark Professional. Prior to this role, Ms. Stock was the Chief Strategy Officer of Kimberly-Clark Corporation. Earlier in her career, Ms. Stock was a partner at McKinsey & Company in the U.S. and Ireland, where she was the Managing Director. Ms. Stock currently serves on the Board of Equifax Inc. and Reckitt Benckiser. P. Justin Skala Age 60 Director since 2016 Chief Executive Officer, BMI Group SPECIFIC QUALIFICATIONS, EXPERIENCE, SKILLS AND EXPERTISE: Elane B. Stock Global operating and management experience, including as group president of a consumer Age 55 products company Director since 2014 Former Group President, Kimberly-Clark International Expertise in branding, marketing, finance, sales, strategic planning and international business development Public company directorship experience and committee experience Independent of Company Annie Young-Scrivner is the Chief Executive Officer of Godiva Chocolatier, Inc., a manufacturer of Belgian chocolates and related products owned by Y(cid:144)ld(cid:144)z Holding. She has served in this role since September 2017. Prior to joining Godiva in August 2017, Ms. Young-Scrivner was Executive Vice President, Global Digital & Loyalty Development with Starbucks Corporation from 2015 until her departure in April 2017. At Starbucks, Ms. Young-Scrivner also served as President, Teavana & Executive Vice President of Global Tea from 2014 to 2015, Global Chief Marketing Officer & President of Tazo Tea from 2009 to 2012, and President of Starbucks Canada from 2012 to 2014. Prior to joining Starbucks, Ms. Young-Scrivner held senior leadership positions at PepsiCo, Inc. in sales, marketing and general management, including her role as Region President of PepsiCo Foods Greater China from 2006 to 2008. She has been a director of Tiffany & Co. since 2018, and has previously served as a director of Macy’s, Inc. Annie Young-Scrivber Age 52 Director since 2020 Chief Executive Officer, Godiva Chocolatier SPECIFIC QUALIFICATIONS, EXPERIENCE, SKILLS AND EXPERTISE: Operating and management experience, including as Chief Executive Officer of a global chocolatier Public company directorship and committee experience Independent of Company YUM! BRANDS, INC. - 2020 Proxy Statement | 15 GOVERNANCE OF THE COMPANY If elected, we expect that all of the aforementioned nominees will serve as directors and hold office until the 2021 Annual Meeting of Shareholders and until their respective successors have been elected and qualified. Director Compensation How are directors compensated? Employee Directors. Employee directors do not receive additional compensation for serving on the Board of Directors. Non-Employee Directors Annual Compensation. The annual compensation for each non-employee Director is summarized in the table below. For 2019, each non-employee Director received an annual stock grant retainer with a fair market value of $260,000. Directors may request to receive up to one-half of their stock retainer in cash. The request must be submitted to the Chair of the Management Planning and Development Committee. Directors may also defer payment of their retainers pursuant to the Directors Deferred Compensation Plan. Deferrals are invested in phantom Company stock and paid out in shares of Company stock. Deferrals may not be made for less than two years Chairman of the Board and Committee Chairperson Retainers. In recognition of their added duties, the Chairman of the Board (Mr. Cornell in 2019) receives an additional $170,000 stock retainer annually and the Chairs of the Audit Committee (Mr. Nelson in 2019), Management Planning and Development Committee (Mr. Connor in 2019) and the Nominating and Governance Committee (Ms. Graddick-Weir in 2019) each receive an additional $25,000, $20,000 and $15,000 annual stock retainer, respectively. These committee chairperson retainers were paid in February of 2019. Initial Stock Grant upon Joining Board. Non-employee directors also receive a one-time stock grant with a fair market value of $25,000 on the date of grant upon joining the Board, distribution of which is deferred until termination from the Board. Matching Gifts. To further YUM’s support for charities, non-employee directors are able to participate in the YUM! Brands, Inc. Matching Gifts Program on the same terms as members of YUM’s Global Leadership Team. Under this program, the YUM! Brands Foundation will match up to $10,000 a year in contributions by the director to a charitable institution approved by the YUM! Brands Foundation. At its discretion, the Foundation may match director contributions exceeding $10,000. Insurance. We also pay the premiums on directors’ and officers’ liability and business travel accident insurance policies. The annual cost of this coverage was approximately $2 million. This is not included in the tables below as it is not considered compensation to the directors. In setting director compensation, the Company considers the significant amount of time that directors expend in fulfilling their duties to the Company as well as the skill level required by the Company of members of the Board. The Board reviews each element of director compensation at least every two years. In November 2019, the Management Planning and Development Committee of the Board (“Committee”) benchmarked the Company’s director compensation against director compensation from the Company’s Executive Peer Group discussed at page 51. Data for this review was prepared for the Committee by its independent consultant, Meridian Compensation Partners LLC. This data revealed that the Company’s total director compensation was at market median measured against this benchmark, that the retainer paid to our Non-Executive Chairman is at market median and that the retainers paid to the Chairpersons of the Audit Committee and the Management Planning and Development Committee were consistent with market practice. The data also revealed that the retainer paid to the Chairperson of the Nominating and Governance Committee was approximately $5,000 below market median. Based on this data, the Committee recommended no changes to the annual amount paid to all non-employee Directors Ø(cid:132)(cid:201) q(cid:128) (cid:128)ow Non-Executive Chairman. In addition, the retainer paid to the Chairperson of the Nominating and Governance Committee was increased by $5,000 to $20,000 annually. The retainers paid to the other committee chairpersons were not increased. 16 | YUM! BRANDS, INC. - 2020 Proxy Statement Name (a) Alves, Paget Cavanagh, Michael Connor, Christopher Cornell, Brian Domier, Tanya Graddick-Weir, Mirian Nelson, Thomas Skala, Justin Stock, Elane Walter, Robert GOVERNANCE OF THE COMPANY Fees Earned or Paid in Cash ($) (b) Stock Awards ($)(1) (c) 270,000 260,000 273,333 408,333 260,000 270,000 285,000 260,000 260,000 303,333 Option/SAR Awards ($)(2) All Other Compensation ($) (d) (e) Total ($) (f) 260,000 260,000 273,333 408,333 260,000 270,000 285,000 260,000 260,000 293,333 (1) Amounts in column (c) represent the grant date fair value for annual stock retainer awards, Committee Chairperson retainer awards, Non-Executive Chairman awards granted to directors in 2019 and charitable matching gifts. Retainer awards are pro-rated for partial years of service. (2) At December 31, 2019, the aggregate number of stock appreciation rights (“SARs”) awards outstanding for each non-employee director was: Name Alves, Paget Cavanagh, Michael Connor, Christopher Cornell, Brian Domier, Tanya Graddick-Weir, Mirian Nelson, Thomas Skala, Justin Stock, Elane Walter, Robert SARs 18,531 6,491 22,752 30,949 4,646 10,003 30,949 YUM! BRANDS, INC. - 2020 Proxy Statement | 17 GOVERNANCE OF THE COMPANY What are the Company’s policies and procedures with respect to related person transactions? Under the Company’s policies and procedures for the review of related person transactions the Nominating and Governance Committee reviews related person transactions in which we are or will be a participant to determine if they are in the best interests of our shareholders and the Company. Transactions, arrangements, or relationships or any series of similar transactions, arrangements or relationships in which a related person had or will have a material interest and that exceed $100,000 are subject to the Nominating and Governance committee’s review. Any member of the Nominating and Governance Committee who is a related person with respect to a transaction under review may not participate in the deliberation or vote respecting approval or ratification of the transaction. Related persons are directors, director nominees, executive officers, holders of 5% or more of our voting stock and their immediate family members. Immediate family members are spouses, parents, stepparents, children, stepchildren, siblings, daughters-in-law, sons-in-law and any person, other than a tenant or domestic employee, who resides in the household of a director, director nominee, executive officer or holder of 5% or more of our voting stock. After its review, the Nominating and Governance Committee may approve or ratify the transaction. The related person transaction policies and procedures provide that certain transactions are deemed to be pre-approved, even though they exceed $100,000. Pre-approved transactions include employment of executive officers, director compensation, and transactions with other companies if the aggregate amount of the transaction does not exceed the greater of $1 million or 2% of that other company’s total revenues and the related person is not an executive officer of that other company. Does the Company require stock ownership by directors? The Board believes that the number of shares of the Company’s common stock owned by each non-management director is a personal decision; however, the Board strongly supports the position that non-management directors should own a meaningful number of shares in the Company and expects that each non-management director will (i) own Company common shares with a value of at least five times the annual Board retainer; (ii) accumulate those shares during the first five years of the director’s service on the Board; and (iii) hold these shares at least until the director departs the Board. Each director may sell enough shares to pay taxes in connection with the receipt of their retainer or the exercise of stock appreciation rights and the ownership guideline will be adjusted to reflect the sale to pay taxes. How much YUM stock do the directors own? Stock ownership information for each director is shown in the table on page 34. Does the Company have stock ownership guidelines for executives and senior management? The Committee has adopted formal stock ownership guidelines that set minimum expectations for executive and senior management ownership. These guidelines are discussed on page 53. The Company has maintained an ownership culture among its executive and senior managers since its formation. Substantially all executive officers and members of senior management hold stock well in excess of the guidelines. How Can Shareholders Nominate for the Board? Director nominations for inclusion in YUM’s proxy materials (Proxy Access). Our bylaws permit a shareholder, or group of up to 20 shareholders, owning continuously for at least three years shares of YUM stock representing an aggregate of at least 3% of our outstanding shares, to nominate and include in YUM’s proxy materials director nominees constituting up to 20% of YUM’s Board, provided that the shareholder(s) and nominee(s) satisfy the requirements in YUM’s bylaws. Notice of proxy access director nominees for the 2021 Annual Meeting of Shareholders must be received by us no earlier than November 4, 2020, and no later than December 4, 2020. 18 | YUM! BRANDS, INC. - 2020 Proxy Statement GOVERNANCE OF THE COMPANY Director nominations to be brought before the 2021 Annual Meeting of Shareholders. Director nominations that a shareholder intends to present at the 2021 Annual Meeting of Shareholders, other than through the proxy access procedures described above, must have been received no later than February 13, 2021. These nominations must be submitted by a shareholder in accordance with the requirements specified in YUM’s bylaws. Where to send director nominations for the 2021 Annual Meeting of Shareholders. Director nominations brought by shareholders must be delivered to YUM’s Corporate Secretary by mail at YUM! Brands, Inc., 1441 Gardiner Lane, Louisville, Kentucky 40213 and received by YUM’s Corporate Secretary by the dates set forth above. What is the Board’s leadership structure ? On November 16, 2018, Brian C. Cornell assumed the position of Non-Executive Chairman of the Board. He was preceded in that position by Robert D. Walter, who had held that position since May 20, 2016. Applying our Corporate Governance Principles, the Board determined that based on Mr. Cornell’s independence, it would not appoint a Lead Director when Mr. Cornell became Non-Executive Chairman. The Nominating and Governance Committee annually reviews the Board’s leadership structure and evaluates the performance and effectiveness of the Board of Directors. The Board retains the authority to modify its leadership structure in order to stay current with our Company’s circumstances and advance the best interests of the Company and its shareholders as and when appropriate. The Board’s annual self-evaluation includes questions regarding the Board’s opportunities for open communication and the effectiveness of executive sessions. The Company’s Governance Principles provide that the Chief Executive Officer (“CEO”) may serve as Chairman of the Board. These Principles also provide for an independent Lead Director, when the CEO is serving as Chairman. During 2019, our CEO did not serve as Chairman. Our Board believes that Board independence and oversight of management are effectively maintained through a strong independent Chairman or Lead Director and through the Board’s composition, committee system and policy of having regular executive sessions of non-employee directors, all of which are discussed below. As Non-Executive Chairman, Mr. Cornell is responsible for supporting the CEO on corporate strategy along with leadership development. Mr. Cornell also works with the CEO in setting the agenda and schedule for meetings of the Board, in addition to performing the duties that would otherwise be performed by a Lead Director, as described below. As CEO, Mr. Gibbs is responsible for leading the Company’s strategies, organization design, people development and culture, and for providing the day-to-day leadership over operations. To ensure effective independent oversight, the Board has adopted a number of governance practices discussed below. What are the Company’s governance policies and ethical guidelines? Board Committee Charters. The Audit, Management Planning and Development, and Nominating and Governance Committees of the YUM Board of Directors operate pursuant to written charters. These charters were approved by the Board of Directors and reflect certain best practices in corporate governance. These charters comply the Company's website at with https://investors.yum.com/governance/committee-composition-and-charters/. the NYSE. Each charter the requirements of is available on Governance Principles. The Board of Directors has documented its corporate governance guidelines in the YUM! Inc. Corporate Governance Principles. These guidelines are available on the Company’s website at Brands, https://investors.yum.com/governance/governance-documents/. Ethical Guidelines. YUM’s Global Code of Conduct was adopted to emphasize the Company’s commitment to the highest standards of business conduct. The Code of Conduct also sets forth information and procedures for employees to report misconduct, ethical or accounting concerns, or other violations of the Code of Conduct in a confidential manner. The Code of Conduct applies to the Board of Directors and all employees of the Company, including the principal executive officer, the principal financial officer and the principal accounting officer. Our directors and the senior-most employees in the Company are required to regularly complete a conflicts of interest questionnaire and certify in writing that they have read and understand the Code of Conduct. The Code of Conduct is available on the Company’s website at https://investors.yum.com/governance/governance-documents/. The Company intends to post amendments to or waivers from its Code (to the extent applicable to the Board of Directors or executive officers) on this website. YUM! BRANDS, INC. - 2020 Proxy Statement | 19 GOVERNANCE OF THE COMPANY What other significant Board practices does the Company have? Private Executive Sessions. Our non-management directors meet in executive session at each regular Board meeting. The executive sessions are attended only by the non-management directors and are presided over by the Lead Director or our Non-Executive Chairman, as applicable. Our independent directors meet in executive session at least once per year. Role of Lead Director. Our Governance Principles require the election, by the independent directors, of a Lead Director when the CEO is also serving as Chairman. The Board currently does not have a Lead Director, and the duties of the Lead Director are fulfilled by Mr. Cornell as Non- Executive Chairman. Since Mr. Cornell is independent, the Board determined that it would not appoint a separate Lead Director upon Mr. Cornell’s appointment as Non-Executive Chairman. The Lead Director position is structured so that one independent Board member is empowered with sufficient authority to ensure independent oversight of the Company and its management. The Lead Director position has no term limit and is subject only to annual approval by the independent members of the Board. Based upon the recommendation of the Nominating and Governance Committee, the Board has determined that the Lead Director, when appointed, is responsible for: (a) Presiding at all executive sessions of the Board and any other meeting of the Board at which the Chairman is not present, and advising the Chairman and CEO of any decisions reached or suggestions made at any executive session, (b) Approving in advance agendas and schedules for Board meetings and the information that is provided to directors, (c) If requested by major shareholders, being available for consultations and direct communication, (d) Serving as a liaison between the Chairman and the independent directors, and (e) Calling special meetings of the independent directors. Advance Materials. Information and data important to the directors’ understanding of the business or matters to be considered at a Board or Board Committee meeting are, to the extent practical, distributed to the directors sufficiently in advance of the meeting to allow careful review prior to the meeting. Board and Committees’ Evaluations. The Board has an annual self-evaluation process that is led by the Nominating and Governance Committee. This assessment focuses on the Board’s contribution to the Company and emphasizes those areas in which the Board believes a better contribution could be made. As a part of this process, each Board member completes an individual written questionnaire and a personal interview, the results of which are summarized and discussed in an executive session. In addition, the Audit, Management Planning and Development and Nominating and Governance Committees also each conduct similar annual self-evaluations. Majority Voting Policy. Our Articles of Incorporation require majority voting for the election of directors in uncontested elections. This means that director nominees in an uncontested election for directors must receive a number of votes “for” his or her election in excess of the number of votes “against.” The Company’s Governance Principles further provide that any incumbent director who does not receive a majority of “for” votes will promptly tender to the Board his or her resignation from the Board. The resignation will specify that it is effective upon the Board’s acceptance of the resignation. The Board will, through a process managed by the Nominating and Governance Committee and excluding the nominee in question, accept or reject the resignation within 90 days after the Board receives the resignation. If the Board rejects the resignation, the reason for the Board’s decision will be publicly disclosed. What access do the Board and Board committees have to management and to outside advisors? Access to Management and Employees. Directors have full and unrestricted access to the management and employees of the Company. Additionally, key members of management attend Board meetings to present information about the results, plans and operations of the business within their areas of responsibility. Access to Outside Advisors. The Board and its committees may retain counsel or consultants without obtaining the approval of any officer of the Company in advance or otherwise. The Audit Committee has the sole authority to retain and terminate the independent auditor. The Nominating and Governance Committee has the sole authority to retain search firms to be used to identify director candidates. The Management Planning and Development Committee has the sole authority to retain compensation consultants for advice on executive compensation matters. 20 | YUM! BRANDS, INC. - 2020 Proxy Statement What is the Board’s role in risk oversight? GOVERNANCE OF THE COMPANY The Board maintains overall responsibility for overseeing the Company’s risk management, including succession planning, food safety and cybersecurity. the Board has delegated specific risk-related responsibilities to the Audit Committee and to the Management Planning and Development Committee. In furtherance of its responsibility, The Audit Committee engages in substantive discussions of risk management at its regular committee meetings held during the year. At these meetings, it receives functional risk review reports covering significant areas of risk from senior managers responsible for these functional areas, as well as receiving reports from the General Counsel and the Vice President, Internal Audit. Our Vice President, Internal Audit reports directly to the Chairman of the Audit Committee and our Chief Financial Officer (“CFO”). The Audit Committee also receives reports at each meeting regarding legal and regulatory risks from management and meets in separate executive sessions with our independent auditors and our Vice President, Internal Audit. The Audit Committee provides a summary to the full Board at each regular Board meeting of the risk area reviewed together with any other risk related subjects discussed at the Audit Committee meeting. In addition, our Management Planning and Development Committee considers the risks that may be implicated by our compensation programs through a risk assessment conducted by management and reports its conclusions to the full Board. What is the Board’s role in the Company’s global sustainability initiatives? The Company has an integrated, Board and executive-level governance structure to oversee its global sustainability initiatives. Oversight for environmental, social and governance issues ultimately resides with the Board of Directors. The Board receives regular updates on these matters from management through the Audit Committee. At the operational level, the Chief Communications and Public Affairs Officer is responsible for overseeing the global reputation of YUM and is responsible for shaping the Citizenship and Sustainability Strategy, as approved by the Board, with the Vice President, Government Relations and Citizenship & Sustainability. Has the Company conducted a risk assessment of its compensation policies and practices? As stated in the Compensation Discussion and Analysis at page 35, the philosophy of our compensation programs is to reward performance by designing pay programs that incorporate team and individual performance, and shareholder return; emphasize long-term incentives; drive ownership mentality; and require executives to personally invest in Company stock. In 2019, the Committee examined our compensation programs for all employees to determine whether they encourage unnecessary or excessive risk taking. In conducting this review, each of our compensation practices and programs was reviewed against the key risks facing the Company in the conduct of its business. Based on this review, the Committee concluded our compensation policies and practices do not encourage our employees to take unreasonable or excessive risks. As part of this assessment, the Committee concluded the following policies and practices of the Company’s cash and equity incentive programs serve to reduce the likelihood of excessive risk taking: Our Compensation system is balanced, rewarding both short-term and long-term performance Long-term Company performance is emphasized. The majority of incentive compensation for the top level employees is associated with the long-term performance of the Company Strong stock ownership guidelines in place for approximately 157 senior employees are enforced The annual incentive and performance share plans both cap the level of performance over which no additional rewards are paid, thereby mitigating any incentive to take unreasonable risk The annual incentive target setting process is closely linked to the annual financial planning process and supports the Company’s overall strategic plan, which is reviewed and approved by the Board YUM! BRANDS, INC. - 2020 Proxy Statement | 21 GOVERNANCE OF THE COMPANY Compensation performance measures set for each Division are transparent and tied to multiple measurable factors, none of which exceed a 50% weighting; measures are both apparent to shareholders and drivers of returns The performance which determines employee rewards is closely monitored by the Audit Committee and the full Board The Company has a recoupment (clawback) policy How does the Board determine which directors are considered independent? The Company’s Governance Principles, adopted by the Board, require that we meet the listing standards of the the Company's website NYSE. The (https://investors.yum.com/governance/governance-documents/). the Governance Principles can be found on text of full Pursuant to the Governance Principles, the Board undertook its annual review of director independence. During this review, the Board considered transactions and relationships between each director or any member of his or her immediate family and the Company and its subsidiaries and affiliates. As provided in the Governance Principles, the purpose of this review was to determine whether any such relationships or transactions were inconsistent with a determination that the director is independent. As a result of this review, the Board affirmatively determined that all of the directors are independent of the Company and its management under NYSE rules, with the exception of David Gibbs and Greg Creed, who are not considered independent directors because of their employment by the Company. In determining that the other directors did not have a material relationship with the Company, the Board determined that Messrs. Alves, Barr, Connor, Nelson, Skala and Walter and Mmes. Domier, Graddick-Weir, Stock and Young-Scrivner had no other relationship with the Company other than their relationship as a director. The Board did note as discussed in the next two paragraphs that Comcast Corporation and Target Corporation, which employ Mr. Cavanagh and Mr. Cornell, respectively, each have a business relationship with the Company; however, as noted below, the Board determined that these relationships were not material to either director, Comcast Corporation or Target Corporation, and therefore determined that Mr. Cavanagh and Mr. Cornell were independent. Brian C. Cornell is the Chairman and Chief Executive Officer of Target Corporation. During 2019, the Company received approximately $10 million in license fees from Target Corporation in the normal course of business. Divisions of the Company paid Target Corporation approximately $2 million in rebates in 2019. The Board determined that these payments did not create a material relationship between the Company and Mr. Cornell or the Company and Target Corporation as the payments represent far less than 2% of Target Corporation’s revenues. Furthermore, the licensing relationship between the Company and Target Corporation was initially entered into before Mr. Cornell joined the Board or became employed by Target Corporation. The Board determined that this relationship was not material to Mr. Cornell or Target Corporation. Michael J. Cavanagh is the Senior Executive Vice President and Chief Financial Officer of Comcast Corporation. During 2019, the Company, its affiliates and their respective franchisees collectively paid approximately $42 million to affiliates of Comcast for broadband services. In addition, U.S. brand advertising cooperatives, to which each of the Company’s brands and their franchisees contribute funds to purchase media for advertising, purchased approximately $72 million in advertising from affiliates of Comcast. The Board determined that these payments did not create a material relationship between the Company and Mr. Cavanagh or the Company and Comcast Corporation as the payments represent far less than 2% of Comcast Corporation’s revenues. 22 | YUM! BRANDS, INC. - 2020 Proxy Statement GOVERNANCE OF THE COMPANY How do shareholders communicate with the Board? Shareholders and other parties interested in communicating directly with individual directors, the non-management directors as a group or the entire Board may do so by writing to the Nominating and Governance Committee, c/o Corporate Secretary, YUM! Brands, Inc., 1441 Gardiner Lane, Louisville, Kentucky 40213. The Nominating and Governance Committee of the Board has approved a process for handling letters received by the Company and addressed to individual directors, non- management members of the Board or the Board. Under that process, the Corporate Secretary of the Company reviews all such correspondence and regularly forwards to a designated individual member of the Nominating and Governance Committee copies of all such correspondence (although we do not forward commercial correspondence and correspondence duplicative in nature; however, we will retain duplicate correspondence and all duplicate correspondence will be available for directors’ review upon their request) and a summary of all such correspondence. The designated director of the Nominating and Governance Committee will forward correspondence directed to individual directors as he or she deems appropriate. Directors may at any time review a log of all correspondence received by the Company that is addressed to members of the Board and request copies of any such correspondence. Written correspondence from shareholders relating to accounting, internal controls or auditing matters are immediately brought to the attention of the Company’s Audit Committee Chair and to the internal audit department and handled in accordance with procedures established by the Audit Committee with respect to such matters (described below). Correspondence from shareholders relating to Management Planning and Development Committee matters are referred to the Chair of the Management Planning and Development Committee. What are the Company’s policies on reporting of concerns regarding accounting? The Audit Committee has established policies on reporting concerns regarding accounting and other matters in addition to our policy on communicating with our non-management directors. Any person, whether or not an employee, who has a concern about the conduct of the Company or any of our people, with respect to accounting, internal accounting controls or auditing matters, may, in a confidential or anonymous manner, communicate that concern to our General Counsel, Scott A. Catlett. If any person believes that he or she should communicate with our Audit Committee Chair, Thomas C. Nelson, he or she may do so by writing him at c/o YUM! Brands, Inc., 1441 Gardiner Lane, Louisville, KY 40213. In addition, a person who has such a concern about the conduct of the Company or any of our employees may discuss that concern on a confidential or anonymous basis by contacting The Network at 1 (844) 418-4423. The Network is our designated external contact for these issues and is authorized to contact the appropriate members of management and/or the Board of Directors with respect to all concerns it receives. The full text of our Policy on Reporting of Concerns Regarding Accounting and Other Matters is available on our website at https://investors.yum.com/governance/governance-documents/. YUM! BRANDS, INC. - 2020 Proxy Statement | 23 GOVERNANCE OF THE COMPANY What are the Committees of the Board? The Board of Directors has standing Audit, Management Planning and Development and Nominating and Governance Committees. Name of Committee and Members Audit: Thomas C. Nelson, Chair Paget L. Alves Tanya L. Domier P. Justin Skala Elane B. Stock Annie Young-Scrivner Number of Meetings in Fiscal 2019 7 Functions of the Committee Possesses sole authority regarding the selection and retention of independent auditors Reviews and has oversight over the Company’s internal audit function Reviews and approves the cost and scope of audit and non-audit services provided by the independent auditors Reviews the independence, qualification and performance of the independent auditors Reviews the adequacy of the Company’s internal systems of accounting and financial control Reviews the annual audited financial statements and results of the audit with management and the independent auditors Reviews the Company’s accounting and financial reporting principles and practices including any significant changes Advises the Board with respect to Company policies and procedures regarding compliance with applicable laws and regulations and the Company’s Worldwide Code of Conduct and Policy on Conflicts of Interest Discusses with management the Company’s policies with respect to risk assessment and risk management. Further detail about the role of the Audit Committee in risk assessment and risk management is included in the section entitled “What is the Board’s role in risk oversight?” set forth on page 21. The Board of Directors has determined that all of the members of the Audit Committee are independent within the meaning of applicable SEC regulations and the listing standards of the NYSE and that Mr. Nelson, the Chair of the Committee, is qualified as an audit committee financial expert within the meaning of SEC regulations. The Board has also determined that Mr. Nelson has accounting and related financial management expertise within the meaning of the listing standards of the NYSE and that each member is financially literate within the meaning of the listing standards of the NYSE. Name of Committee and Members Management Planning and Development: Christopher M. Connor, Chair Keith Barr Michael J. Cavanagh Brian C. Cornell Mirian M. Graddick-Weir Functions of the Committee Oversees the Company’s executive compensation plans and programs and reviews and recommends changes to these plans and programs Monitors the performance of the Chief Executive Officer and other senior executives in light of corporate goals set by the Committee Reviews and approves the compensation of the Chief Executive Officer and other senior executive officers Reviews management succession planning Number of Meetings in Fiscal 2019 4 24 | YUM! BRANDS, INC. - 2020 Proxy Statement GOVERNANCE OF THE COMPANY The Board has determined that all of the members of the Management Planning and Development Committee are independent within the meaning of the listing standards of the NYSE. Name of Committee and Members Nominating and Governance: Mirian M. Graddick-Weir, Chair Michael J. Cavanagh Brian C. Cornell Thomas C. Nelson Functions of the Committee Identifies and proposes to the Board suitable candidates for Board membership Advises the Board on matters of corporate governance Reviews and reassesses from time to time the adequacy of the Company’s Corporate Governance Principles Receives comments from all directors and reports annually to the Board with assessment of the Board’s performance Prepares and supervises the Board’s annual review of director independence Number of Meetings in Fiscal 2019 4 The Board has determined that all of the members of the Nominating and Governance Committee are independent within the meaning of the listing standards of the NYSE. YUM! BRANDS, INC. - 2020 Proxy Statement | 25 MATTERS REQUIRING SHAREHOLDER ACTION ITEM 1 Election of Directors (Item 1 on the Proxy Card) Who are this year’s nominees? There are twelve (12) nominees recommended by the Nominating and Governance Committee of the Board of Directors for election this year to hold office until the 2021 Annual Meeting and until their respective successors are elected and qualified. Their biographies are provided above at pages 11 to 15. The biographies of each of the nominees contains information regarding the person’s service as a director, business experience, public-company director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the Nominating and Governance Committee and the Board to determine that the person should serve as a director for the Company. In addition to the information presented above regarding each nominee’s specific experience, qualifications, attributes and skills that led our Board to the conclusion that he or she should serve as a director, we also believe that all of our director nominees have a reputation for integrity, honesty and adherence to high ethical standards. They each have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to YUM and our Board. Finally, we value their significant experience on other public company boards of directors and board committees. There are no family relationships among any of the directors and executive officers of the Company. What is the recommendation of the Board of Directors? The Board of Directors recommends that you vote FOR the election of these nominees. What if a nominee is unwilling or unable to serve? That is not expected to occur. If it does, proxies may be voted for a substitute nominated by the Board of Directors. What vote is required to elect directors? A nominee will be elected as a director if the number of “FOR” votes exceeds the number of“ AGAINST” votes with respect to his or her election. policy regarding Our https://investors.yum.com/governance/governance-documents/ and at page 19 under practices does the Company have? Majority Voting Policy.” directors election found can the be of in our Governance Principles at “What other significant Board 26 | YUM! BRANDS, INC. - 2020 Proxy Statement ITEM 2 Ratification of Independent Auditors (Item 2 on the Proxy Card) MATTERS REQUIRING SHAREHOLDER ACTION What am I voting on? A proposal to ratify the selection of KPMG LLP (“KPMG”) as our independent auditors for fiscal year 2020. The Audit Committee of the Board of Directors has selected KPMG to audit our consolidated financial statements. During fiscal 2019, KPMG served as our independent auditors and also provided other audit-related and non-audit services. Will a representative of KPMG be present at the meeting? Representatives of KPMG will attend the Annual Meeting and will have the opportunity to make a statement if they desire and will be available to respond to appropriate questions from shareholders. What vote is required to approve this proposal? Approval of this proposal requires the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote at the Annual Meeting. If the selection of KPMG is not ratified, the Audit Committee will reconsider the selection of independent auditors. What is the recommendation of the Board of Directors? The Board of Directors recommends that you vote FOR approval of this proposal. What were KPMG’s fees for audit and other services for fiscal years 2019 and 2018? The following table presents fees for professional services rendered by KPMG for the audit of the Company’s annual financial statements for 2019 and 2018, and fees billed for audit-related services, tax services and all other services rendered by KPMG for 2019 and 2018. Audit fees(1) Audit-related fees(2) Tax fees(3) All other fees TOTAL FEES $ 2019 6,552,000 $405,000 $223,000 $ 2018 5,456,000 343,000 563,000 0 $ 7,180,000 $ 6,362,000 (1) Audit fees include fees for the audit of the annual consolidated financial statements, reviews of the interim condensed consolidated financial statements included in the Company’s quarterly reports, audits of the effectiveness of the Company’s internal controls over financial reporting, statutory audits and services rendered in connection with the Company’s securities offerings including comfort letters and consents. (2) Audit-related fees include fees associated with audits of financial statements and certain employee benefit plans, agreed upon procedures and other attestations. (3) Tax fees consist principally of fees for international tax compliance, tax audit assistance, as well as value added tax and other tax advisory services. YUM! BRANDS, INC. - 2020 Proxy Statement | 27 MATTERS REQUIRING SHAREHOLDER ACTION What is the Company’s policy regarding the approval of audit and non-audit services? The Audit Committee has implemented a policy for the pre-approval of all audit and permitted non-audit services, including tax services, proposed to be provided to the Company by its independent auditors. Under the policy, the Audit Committee may approve engagements on a case-by-case basis or pre-approve engagements pursuant to the Audit Committee’s pre- approval policy. The Audit Committee may delegate pre-approval authority to one of its independent members and has currently delegated pre-approval authority up to certain amounts to its Chair. Pre-approvals for services are granted at the January Audit Committee meeting each year. Any incremental audit or permitted non-audit services which are expected to exceed the relevant budgetary guideline must subsequently be pre- approved. In considering pre-approvals, the Audit Committee reviews a description of the scope of services falling within pre-designated services and imposes specific budgetary guidelines. Pre-approvals of designated services are generally effective for the succeeding 12 months. The Corporate Controller monitors services provided by the independent auditors and overall compliance with the pre- approval policy. The Corporate Controller reports periodically to the Audit Committee about the status of outstanding engagements, including actual services provided and associated fees, and must promptly report any non-compliance with the pre-approval policy to the Chair of the Audit Committee. The complete policy is available on the Company’s website at https://investors.yum.com/governance/committee-composition-and-charters/. ITEM 3 Advisory Vote on Executive Compensation (Item 3 on the Proxy Card) What am I voting on? In accordance with SEC rules, we are asking shareholders to approve, on a non-binding basis, the compensation of the Company’s Named Executive Officers as disclosed in this proxy statement. Our Performance-Based Executive Compensation Program Attracts and Retains Strong Leaders and Closely Aligns with Our Shareholders’ Interests Our performance-based executive compensation program is designed to attract, reward and retain the talented leaders necessary for our Company to succeed in the highly competitive market for talent, while maximizing shareholder returns. This approach has made our management team a key driver in the Company’s strong performance over both the long- and short-term. We believe that our compensation program has attracted and retained strong leaders, and is closely aligned with the interests of our shareholders. In deciding how to vote on this proposal, we urge you to read the Compensation Discussion and Analysis section of this proxy statement, beginning on page 35, which discusses in detail how our compensation policies and procedures operate and are designed to meet our compensation goals and how our Management Planning and Development Committee makes compensation decisions under our programs. Accordingly, we ask our shareholders to vote in favor of the following resolution at the Annual Meeting: RESOLVED, that the shareholders approve, on an advisory basis, the compensation awarded to our Named Executive Officers, as disclosed pursuant to SEC rules, including the Compensation Discussion and Analysis, the compensation tables and related materials included in this proxy statement. 28 | YUM! BRANDS, INC. - 2020 Proxy Statement MATTERS REQUIRING SHAREHOLDER ACTION What vote is required to approve this proposal? Approval of this proposal requires the affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote at the Annual Meeting. While this vote is advisory and non-binding on the Company, the Board of Directors and the Management Planning and Development Committee will review the voting results and consider shareholder concerns in their continuing evaluation of the Company’s compensation program. Unless the Board of Directors modifies its policy on the frequency of this advisory vote, the next advisory vote on executive compensation will be held at the 2021 Annual Meeting of Shareholders. What is the recommendation of the Board of Directors? The Board of Directors recommends that you vote FOR approval of this proposal. ITEM 4 Shareholder Proposal Regarding Issuance of Annual Reports on Efforts to Reduce Deforestation (Item 4 on the Proxy Card) What am I voting on? SumOfUs on behalf of Mr. Keith Schnip, Ms. Lisa Haage and q‰˘ Franciscan Sisters of Perpetual Adoration, has advised us that it intends to present the following shareholder proposal at the Annual Meeting. We will furnish the address and share ownership of the proponent upon request. In accordance with federal securities regulations, we have included the text of the proposal and supporting statement exactly as submitted by the proponent. We are not responsible for the content of the proposal or any inaccuracies it may contain. Resolved: Shareholders request that Yum! Brands, Inc. (“YUM”) report annually to investors, at reasonable expense and excluding proprietary information, on how the company is curtailing the impact on the Earth’s climate caused by deforestation in YUM’s supply chain. The report should include quantitative metrics on supply chain impacts on deforestation and progress on goals for reducing such impacts. Supporting Statement: YUM utilizes beef, soy, palm oil, and pulp/paper in its business: the leading drivers of deforestation globally. But YUM’s limited action on deforestation sets the company behind peers like McDonald’s and exposes the company to significant business risks, given the link between deforestation and climate change. These include supply chain unreliability, brand damage, and failure to meet shifting consumer and market expectations. A 2019 IPCC report that stated that “Agriculture, forestry and other types of land use account for 23% of human greenhouse gas emissions” and urged the world to halt deforestation1. Six million people participated in global climate strikes in September 2019, and consumers are increasingly making choices to reduce their environmental footprint. Yet YUM is still sourcing from Cargill and JBS, the two companies most responsible for the Amazon fires2. Deforestation has attracted significant attention from civil society, business and governments. Value chains that are illegally engaged in deforestation are vulnerable to interruption with new regulations and enforcement. In the EU, regulators are planning new laws that will require companies to demonstrate that goods they put on the EU market are not tainted with deforestation or human rights abuses3. The SCRIPT Soft Commodity Risk Platform scores YUM at 24 out of 100 due to lack of a strategy for addressing deforestation, risk awareness, board oversight, traceability, and time-bound targets4. Where 4 policies have been adopted, there is a lack of transparency on implementation or they are limited in scope. For example YUM does not disclose its palm oil mill lists, which is an essential first step in verifying no deforestation or exploitation in its supply chain. Lack of transparency erodes investor and consumer confidence. YUM! BRANDS, INC. - 2020 Proxy Statement | 29 MATTERS REQUIRING SHAREHOLDER ACTION Proponents believe meaningful indicators in a report like the one we request could include: For key commodities that YUM sources such as palm oil, soy, beef, and pulp/paper, the proportion that can be traced back to its source, and the proportion verified as not contributing to physical expansion into peatlands or forests using High Carbon Stock Approach methods, and including the supply chain across all geographies; Tracking these figures against an anticipated timeframe (as established by management) for meeting its sourcing goals for each commodity consistent with the criteria above, including processes for verification, supplier non-compliance protocols, supplier suspension procedures, and trackable grievance processes. We urge shareholders to support this proposal. _________________________________________ (1) https://www.ipcc.ch/2019/08/08/land-is-a-critical-resource_srccl/ (2) https://stories.mightyearth.org/amazonfires/index.html (3) https://ec.europa.eu/environment/forests/eu_comm_2019.htm (4) https://www.script.finance/tool/portfolio-risk/companies/973 What is the Company’s position regarding this proposal? Management Statement in Opposition to Shareholder Proposal Our Board of Directors unanimously recommends that stockholders vote AGAINST this proposal, as it would be duplicative of efforts the Company has already undertaken. We have already established and disclosed policies and time-bound, measurable goals for sourcing sustainable palm oil, soy, beef and fiber for paper packaging, the commodities specifically mentioned in the proposal. Moreover, the Company currently has in place procedures designed to mitigate deforestation risk and ensure that issues are identified and addressed in a timely manner. Our approach to sustainability initiatives is guided by impact: we focus our efforts where we have the ability to influence meaningful outcomes. Implementing this proposal would divert time and resources that the Company has determined would be better used to support our strategy to target our sustainability efforts on areas that will provide the most meaningful impact, without providing a significant corresponding benefit to the Company. Sustainable sourcing, including minimizing deforestation risk, has been a significant priority for the Company in recent years as our sustainability strategy has evolved. The Company understands the significance of deforestation as a critical issue globally, and especially as the issue relates to several commodity supply chains. As a result, the Company pays significant attention to this issue and makes available numerous related disclosures on the Company’s website, including its (i) Global Citizenship & Sustainability Progress Update and Reports (these full-year sustainability and progress reports are produced to disclose progress on an annual basis), (ii) CDP Climate, Water and Forest Reponses (produced on an annual basis), (iii) Supplier Code of Conduct, (iv) Global Forest Stewardship Policy, and (v) Paper-Based Packaging Sourcing Policy. Each of these reports and policies are available on the Company’s website at https://www.yum.com/citizenship. Additional reporting on our deforestation policy would divert time, effort and resources away from the efforts that the Company determined will allow for it to make the most meaningful impact. For this reason, and other reasons outlined below, we believe that the request by the proponent is unnecessary and has the potential to divert resources with no corresponding benefit to the Company, our customers, or our shareholders. Why does the Company oppose the proposal? Specifically related to the identification and communication of potential climate impact caused by deforestation, the Company has the following in place: Public statements, polices and goals on deforestation issues. The Company maintains a public website with policy statements representing our informed views and opinions on industry-related issues. Notably, we have implemented policies and set goals for sourcing sustainable palm oil, soy, beef and fiber for paper packaging that seek to mitigate the impact of deforestation. Select policies include our: Global Forest Stewardship Policy - focuses on four commodities that impact forests: palm oil, paper-based In the Global Forest Stewardship Policy, the company sets the following goals for itself packaging, beef, and soy. and its suppliers: (i) no development on High Conservation Value (HCV) landscape or High Carbon Stock (HCS) forests; (ii) no development on peatlands, regardless of depth, and use of best management practices for existing plantations on peat; (iii) compliance with country laws and regulations and the Company Supplier Code of Conduct; and (iv) prevention and resolution of social and/or land conflicts consistent with the principle of free prior and 30 | YUM! BRANDS, INC. - 2020 Proxy Statement MATTERS REQUIRING SHAREHOLDER ACTION informed consent. The Company’s Global Forest Stewardship Policy also reiterates the Company’s adoption of the New York Declaration on Forests (“NYDF”) as a central component of its forest policy (discussed below). Paper-Based Packaging Sourcing Policy - provides the following sustainable sourcing principles designed to guide packaging procurement decisions: (i) the Company does not purchase products made with fiber from illegal or unwanted sources, including wood harvested from forests that have been converted to plantations or non-forest use, wood from High Conservation Value forests (unless those forests are credibly certified), wood where the source forest and species are unknown, wood harvested in a manner that violates human rights, and wood harvested in a way that violates local or international laws; (ii) the Company gives preference to suppliers that are certified by the Forest Stewardship Council (FSC), the Programme for the Endorsement of Forestry Certification (PEFC), or the Sustainable Forestry Initiative (SFI); (iii) the Company will increase the amount of recycled content used in its paper- based packaging; and (iv) the Company will work to ensure compliance with its policies. Collectively, these principles guide the Company in prioritizing sustainable packaging. Disclosed Goals - The 2018 Global Citizenship & Sustainability Progress Update sets forth various Company supply chain goals and progress made towards achieving those goals, which include quantitative metrics. The Company disclosed the following goals related to reducing the impact its supply chain has with respect to each of the four commodities identified in the Proposal as the leading drivers of deforestation: beef, soy, palm oil and pulp/paper: (i) source 100% of palm oil used for cooking from responsible and sustainable sources by the end of 2018; (ii) purchase 100% of paper-based packaging with fiber from responsibly managed forests and recycled sources by the end of 2020; (iii) eliminate deforestation from the production of agriculture commodities such as palm oil, soy, paper and beef products no later than 2020; (iv) halve the rate of loss of natural forest globally by 2020; and (v) end natural forest loss by 2030. Comprehensive voluntary disclosure on environmental sustainability issues. On a biennial basis, with updates during intervening years, the Company publishes its Global Citizenship & Sustainability Report (discussed in more detail below) at http://www.yum.com/citizenship. Included in the Report are the Company’s commitments in the material sustainability areas of food, planet and people. Progress updates for these commitments, including goals related to the minimization of forest risks, are included in the Report. In addition, the Company discloses its climate, water and forests practices through CDP on an annual basis (discussed in more detail below). The update discloses that 2018 Global Citizenship & Sustainability Progress Update - A full-year sustainability report that discloses annual progress, with indications throughout that decreasing the impact of deforestation in the Company’s supply chain is recognized as a key priority for the Company. the Company participates in comprehensive voluntary annual disclosures including CDP Climate, Forests, and Water (discussed in more detail below), the Dow Jones Sustainability Index and the Roundtable on Sustainable Palm Oil (“RSPO”) Annual Communication of Progress, and also that the Company continues to address the United Nations Sustainable Development Goals including those on Responsible Consumption and Production and Climate Action. The most recent Report disclosed that the Company increased its engagement in several key commodities and expanded its deforestation commitments beyond palm and timber, to now include beef and soy. The report also highlighted that in 2018 the Company endorsed the NYDF, which sets the private sector goals of (i) eliminating deforestation from the production of agriculture commodities such as palm oil, soy, paper and beef products no later than 2020, (ii) halving the rate of loss of natural forest globally by 2020, and (iii) ending natural forest loss by 2030. Within the Company’s four primary supply chains, palm oil has a time-bound goal of 2018, while paper packaging, beef, and soy all align with time-bound goals of 2020. The Company reports on its progress towards meeting these goals annually in its CDP Forests Responses as well as in its annual Global Citizenship and Sustainability Progress Report or Update. CDP Reporting on the topics of Forests, Water, and Climate This contains detailed responses to CDP’s annual questionnaires. The 2019 Forests CDP Response provides quantitative metrics specifically relating to the procurement and use of timber and palm oil in the Company’s supply chain, including percentage of procurement spend, percentage of revenue dependent on commodity, and consumption data. The Company disclosed in its response that sustainable sourcing is one of the Company’s top material issues. In its 2019 Forests CDP Response, the Company also disclosed two of its long-term sustainability objectives: (i) to design, build and operate restaurants to be measurably more sustainable using green building standards to drive reductions in energy, GHG emissions, YUM! BRANDS, INC. - 2020 Proxy Statement | 31 STOCK OWNERSHIP INFORMATION waste and water use and to report progress annually through CDP disclosures, and (ii) to reduce supply chain impact on deforestation though objectives including the sourcing 100% of palm oil used for cooking and paper- based packaging from responsible and sustainable sources. Collaboration with industry groups. The Company’s palm oil and fiber policies and goals were developed in partnership with the World Wildlife Fund (WWF), which provides companies with practical counsel around sustainable food sourcing. The Company plans to take additional steps by continuing to engage with WWF and focus on the Brazil supply chain by undertaking a landscape analysis and strategic implementation plan to deliver on its no deforestation commitments. In the area of sustainable palm oil sourcing specifically, the Company is a member of RSPO and in 2019 reported its progress through that organization for the first time. Integrated, executive-level governance structure to oversee the Company’s global sustainability initiatives. Oversight for environmental, social and governance (ESG) issues ultimately resides with the Yum! Brands Board of Directors, briefed through its Audit Committee on a regular basis. At the operational level, the Chief Communications and Public Affairs Officer oversees the global reputation of Yum! and is responsible for shaping the Citizenship and Sustainability Strategy with the Vice President, Global Government Affairs & Sustainability. Given the extensive efforts the Company is already making in reporting on its deforestation policy, additional reporting is not prudent and would divert time, effort and resources away from our deforestation strategy. For this reason, and other reasons outlined above, we believe that the request by the proponent is unnecessary, and has the potential to divert resources with no corresponding benefit to the Company, our customers, or our shareholders. What vote is required to approve this proposal? Approval of this proposal requires the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote at the Annual Meeting. What is the recommendation of the Board of Directors? The Board of Directors recommends that you vote AGAINST this proposal. 32 | YUM! BRANDS, INC. - 2020 Proxy Statement STOCK OWNERSHIP INFORMATION Who are our largest shareholders? This table shows ownership information for each YUM shareholder known to us to be the owner of 5% or more of YUM common stock. This information is presented as of December 31, 2019, and is based on a stock ownership report on Schedule 13G filed by such shareholders with the SEC and provided to us. Name and Address of Beneficial Owner Blackrock Inc. 55 East 52nd Street New York, NY 10055 The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 Magellan Asset Management Limited 19 Martin Place Sydney, NSW, 2000, Australia State Street Corporation One Lincoln Street, Boston, MA, 02111 Number of Shares Beneficially Owned 25,501,341(1) Percent of Class 8.40% 23,580,417(2) 7.79% 20,434,152(3) 6.76% 16,189,031(4) 5.35% (1) The filing indicates sole voting power for 22,699,630 shares, shared voting power for 0 shares, sole dispositive power for 25,501,341 shares and shared dispositive power for 0 shares. (2) The filing indicates sole voting power for 466,263 shares, shared voting power for 132,471 shares, sole dispositive power of 23,007,088 shares and shared dispositive power for 573,329 shares. (3) The filing indicates sole voting power for 17,454,842 shares, shared voting power for 0 shares, sole dispositive power for 20,434,152 shares and shared dispositive power for 0 shares. (4) The filing indicates sole voting power for 0 shares, shared voting power for 14,313,055 shares, sole dispositive power for 0 shares and shared dispositive power for 14,381,056 shares. How much YUM common stock is owned by our directors and executive officers? This table shows the beneficial ownership of YUM common stock as of December 31, 2019 by each of our directors, each of the executive officers named in the Summary Compensation Table on page 56, and all directors and executive officers as a group. Unless we note otherwise, each of the following persons and their family members have sole voting and investment power with respect to the shares of common stock beneficially owned by him or her. None of the persons in this table (nor the Directors and executive officers as a group) holds in excess of one percent of the outstanding YUM common stock. Please see table above setting forth information concerning beneficial ownership by holders of five percent or more of YUM’s common stock. Directors and executive officers as a group, beneficially own approximately 0.72%. YUM! BRANDS, INC. - 2020 Proxy Statement | 33 EXECUTIVE COMPENSATION The table shows the number of shares of common stock and common stock equivalents beneficially owned as of December 31, 2019. Included are shares that could have been acquired within 60 days of December 31, 2019 through the exercise of stock options, stock appreciation rights (“SARs”) or distributions from the Company’s deferred compensation plans, together with additional underlying stock units as described in footnote (4) to the table. Under SEC rules, beneficial ownership includes any shares as to which the individual has either sole or shared voting power or investment power and also any shares that the individual has the right to acquire within 60 days through the exercise of any stock option or other right. Beneficial Ownership Number of Shares Beneficially Owned(1) 188,345 3,235 10,000 452 2,652 13,401 2,150 4,019 112,284 41,266 46,394 6,282 Options/ SARs Exercisable within 60 Days(2) 509,071 4,622 1,633 5,767 8,517 1,176 2,455 8,517 239,134 112,439 41,925 Deferral Plans Stock Units(3) 187,964 51,760 1,668 22,893 Total Beneficial Ownership 885,380 3,235 14,622 2,085 2,652 5,767 21,918 3,326 6,474 120,801 332,160 160,501 71,100 Additional Underlying Stock Units(4) 37,268 6,272 23,725 7,786 15,674 5,398 27,052 65,197 9,891 13,362 53,582 71,987 12,701 240 21,168 1,147 Total 922,648 9,507 38,347 7,786 17,759 8,050 32,819 87,115 13,217 19,836 174,383 404,147 12,701 160,741 21,168 72,247 440,536 1,051,981 273,321 1,765,838 405,437 2,171,275 Name Greg Creed(5) Paget Alves Michael J. Cavanagh Christopher Connor Brian C. Cornell Tanya Domier(5) Mirian M. Graddick-Weir Thomas C. Nelson Justin Skala Elane B. Stock Robert D Walter(5) David Gibbs Christopher Turner Anthony Lowings Mark King Tracy Skeans All Directors and Executive Officers as a Group (19 persons) (1) Shares owned outright. These amounts include the following shares held pursuant to YUM’s 401(k) Plan as to which each named person has sole voting power: • Ms. Skeans, 2,542 • Mr. Lowings 1,034 • all executive officers as a group, 3,576 shares (2) The amounts shown include beneficial ownership of shares that may be acquired within 60 days pursuant to SARs awarded under our employee or director incentive compensation plans. For SARs, we report the shares that would be delivered upon exercise (which is equal to the number of SARs multiplied by the difference between the fair market value of our common stock at year-end and the exercise price divided by the fair market value of the stock). (3) These amounts shown reflect units denominated as common stock equivalents held in deferred compensation accounts for each of the named persons under our Director Deferred Compensation Plan or our Executive Income Deferral Program and include full value awards. Amounts payable under these plans will be paid in shares of YUM common stock at termination of directorship/employment or within 60 days, if so elected. (4) The amounts shown include units denominated as common stock equivalents held in deferred compensation accounts which become payable in shares of YUM common stock at a time (a) other than at termination of directorship/employment or (b) after 60 days and which may be distributed as a lump sum or in installments. (5) For Mr. Creed, 163,279 of these shares are held by a family LLC of which Mr. Creed is the manager. For Ms. Domier and Mr. Walter, these shares are held in a trust. DELINQUENT SECTION 16(a) REPORTS Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers and persons who own more than 10% of the outstanding shares of YUM common stock to file with the SEC reports of their ownership and changes in their ownership of YUM common stock. Directors, executive officers and greater-than-ten percent shareholders are also required to furnish YUM with copies of all ownership reports they file with the SEC. To our knowledge, 34 | YUM! BRANDS, INC. - 2020 Proxy Statement based solely on a review of the copies of such reports furnished to YUM and representations that no other reports were required, all of our directors and executive officers complied with all Section 16(a) filing requirements during fiscal 2019. EXECUTIVE COMPENSATION EXECUTIVE COMPENSATION Compensation Discussion and Analysis This Compensation Discussion and Analysis (“CD&A”) describes our executive compensation philosophy and program, the compensation decisions of the Management Planning and Development Committee (the “Committee”) for our named executive officers (“NEOs”) and factors considered in making those decisions. Table of Contents I. Executive Summary ............................................................................................................................. 36 A.YUM 2019 Performance...................................................................................................................................... B.Named Executive Officers................................................................................................................................... C.Compensation Philosophy .................................................................................................................................. D.Compensation Overview ..................................................................................................................................... E.Relationship between Company Pay and Performance ..................................................................................... II. Elements of Executive Compensation Program ............................................................................... A.Base Salary ......................................................................................................................................................... B.Annual Performance-Based Cash Bonuses........................................................................................................ C.Long-Term Equity Performance-Based Incentives ............................................................................................. III. 2019 Named Executive Officer Total Direct Compensation and Performance Summary ............. IV. Retirement and Other Benefits ........................................................................................................... V. How Compensation Decisions Are Made ......................................................................................... VI. Compensation Policies and Practices............................................................................................. 36 37 37 37 38 40 40 40 42 43 48 49 52 YUM! BRANDS, INC. - 2020 Proxy Statement | 35 EXECUTIVE COMPENSATION I. Executive Summary A. YUM 2019 Performance In 2016 we launched a series of initiatives to transform the Company, centering on a new multi-year strategy to accelerate growth, reduce volatility and increase capital returns to shareholders. As part of this strategy, we intended to own fewer than 1,000 restaurants (to become at least 98% franchised), reduce annual capital expenditures and to improve our efficiency by lowering general and administrative expenses as a percentage of system sales to 1.7%. As of the end of 2019, we have successfully achieved each of these transformation goals. In doing so, we have become a more focused, more franchised and more efficient business, which we believe will allow us to accelerate growth and create significant long- term value for our stakeholders. The completion of the transformation of Yum resulted in 2019 being a truly historic year for our Company, as we generated over $50 billion in system sales and crossed the 50,000 restaurant mark. Our successes in 2019 were possible because of our focus on four growth drivers, each a part of our “Recipe for Growth”, which form the basis of the Company’s strategic plans to accelerate same-store sales growth and net-new restaurant development around the world. The Company remains focused on building the world’s most loved, trusted and fastest growing restaurant brands by: (i) growing Unrivaled Culture and Talent to leverage our culture and people capability to fuel brand performance and franchise success; (ii) developing Unmatched Operating Capability, by recruiting and equipping the best restaurant operators in the world to deliver great customer experiences; (iii) building Relevant, Easy and Distinctive Brands, by innovating and elevating iconic restaurant brands people trust and champion; and (iv) achieving Bold Restaurant Development, by driving market and franchise expansion with strong economics and value. In 2019, in addition to accomplishing each of our transformation goals, our system sales grew 8% (excluding a 53rd week in 2019), including same-store sales growth of 3%. We achieved net-new unit growth of 4%, increasing our system restaurant count by 2,040 units. Our core operating profit (excluding a 53rd week in 2019) also increased approximately 11% during 2019 (see pages 27 and 31 in Item 7 of YUM’s Form 10-K for the fiscal year ended on December 31, 2019 for a discussion of System Sales and Core Operating Profit excluding the impact of a 53rd week in 2019). These results provide us with confidence that we are making meaningful progress towards our goal of building and strengthening our global KFC, Pizza Hut and Taco Bell brands. The following performance highlights illustrate the Company’s success in 2019: 2019 Performance Highlights1 Same-Store Sales Growth 3% Development Net-New Unit Growth 4% Total Net New Units: 2,040 System Sales Growth2 8% Total Shareholder Return3 11.4% (1) Note: All comparisons are versus the same period a year ago. (2) System sales growth excludes the impact of foreign currency translation and a 53rd week in 2019. See pages 27 and 32 in Item 7 of YUM’s Form 10-K for the fiscal year ended on December 31, 2019 for a description of system sales and a reconciliation of GAAP Company sales to System sales. (3) Total shareholder return is calculated as the growth in YUM share price from the beginning of 2019 until the year-end, and includes assumed reinvestment of dividends. 36 | YUM! BRANDS, INC. - 2020 Proxy Statement EXECUTIVE COMPENSATION B. Named Executive Officers The Company’s NEOs for 2019 are as follows: Name Greg Creed(1) David W. Gibbs(2) Chris Turner(3) Tony Lowings Mark King(4) Tracy L. Skeans Title Retired Chief Executive Officer Chief Executive Officer, Former President, Chief Operating Officer and Chief Financial Officer Chief Financial Officer Chief Executive Officer of KFC Division Chief Executive Officer of Taco Bell Division Chief Transformation and People Officer (1) Mr. Creed retired from the role of Chief Executive Officer of Yum, effective December 31, 2019. (2) Effective January 25, 2019, Mr. Gibbs was appointed Chief Operating Officer of the Company, in addition to his prior roles as President and Chief Financial Officer. Effective August 8, 2019, Mr. Gibbs served as President and Chief Operating Officer of the Company. Effective January 1, 2020, Mr. Gibbs was appointed as Chief Executive Officer of the Company. (3) Mr. Turner was appointed Chief Financial Officer, effective August 8, 2019. (4) Mr. King was appointed Chief Executive Officer of the Taco Bell Division, effective August 5, 2019. C. Compensation Philosophy The business performance of the Company is of the utmost importance in how our executives are compensated. Our compensation program is designed to both support our long-term growth model and hold our executives accountable to achieve key annual results year after year. YUM’s compensation philosophy for the NEOs is reviewed annually by the Committee and has the following objectives: Base Salary " Objective Attract and retain the best talent to achieve superior shareholder resultsTo be consistently better than our competitors, we need to recruit and retain superior talent who are able to drive superior results. We have structured our compensation programs to be competitive and to motivate and reward high performers. Reward performanceThe majority of NEO pay is performance based and therefore at risk. We design pay programs that incorporate team and individual performance goals that lead to shareholder return. Emphasize long-term value creationOur belief is simple: if we create value for shareholders, then we share a portion of that value with those responsible for the results. Drive ownership mentalityWe require executives to invest in the Company’s success by owning a substantial amount of Company stock. Pay Element Annual Performance-Based Cash Bonuses Long-Term Equity Performance- Based Incentives " " " " " " D. Compensation Overview 2019 Compensation Highlights In January of 2019, the Committee made the following decisions and took the following actions: The Committee set our CEO target compensation levels at approximately the 60th percentile of our Executive Peer Group (defined at page 51) for the CEO role, to better align with market compensation norms and internal peer equity, as well as to reflect performance and his time in role; The Committee set the equity mix for our NEOs’ long-term incentive awards at 50% stock appreciation rights (“SARs”) and 50% performance share units (“PSUs”); and YUM! BRANDS, INC. - 2020 Proxy Statement | 37 EXECUTIVE COMPENSATION The Committee certified that our 2016 PSU awards under our Performance Share Plan paid out at 200% of target in 2019 based on the Company’s Total Shareholder Return (“TSR”) at the 88th percentile, compared to the S&P 500, for the 2016- 2018 performance cycle (see discussion of PSUs at page 43). At our May 2019 Annual Meeting of Shareholders, shareholders approved our “Say on Pay” proposal in support of our executive compensation program, with 95% of votes cast in favor of the proposal. We continued our shareholder outreach program to better understand our investors’ opinions on our compensation practices and respond to their questions. Committee and management team members from compensation, investor relations and legal continued to be directly involved in engagement efforts during 2019 that served to reinforce our open door policy. The efforts included contacting our largest 30 shareholders, representing ownership of approximately 50% of our shares (discussed further on page 49). Compensation Changes for 2020 Updated the Company’s Executive Peer Group. In August 2019, the Committee approved a revised peer group to be used for NEO pay determinations beginning in 2020. The changes to the Executive Peer Group were made to better align the size of the peer group companies with YUM, and to include companies in relevant industry sectors. Many of the included companies have a global reach, multiple brands and a significant digital presence. CEO Compensation. In August 2019 the Company announced that effective January 1, 2020, Mr. Gibbs would become the Company’s CEO, following Mr. Creed’s retirement. As a result of this change, the Committee made significant compensation changes to CEO pay for 2020, resulting in Mr. Gibbs’ compensation being set below the median of our Executive Peer Group. These changes, described below on page 39, continue to reinforce the pay-for-performance objective that our compensation programs have demonstrated for many years. E. Relationship between Company Pay and Performance To focus on both the short-term and long-term success of the Company, approximately 90% of our CEO’s target compensation is“ at-risk” pay, with the compensation paid based on Company results. If short-term and long-term financial and operational target goals are not achieved, then performance-related compensation will decrease. If target goals are exceeded, then performance-related compensation will increase. As demonstrated below, our target pay mix for our CEO emphasizes our commitment to “at-risk” pay in order to tie pay to performance. For purposes of this section, our discussion is limited to our CEO for 2019, Mr. Creed. Our other NEOs’ target compensation is subject to a substantially similar set of considerations, which are discussed in Section III, 2019 Named Executive Officer Total Direct Compensation and Performance Summary, found at pages 35 to 48 of this CD&A. CEO Target Pay Mix - 2019 Base 10% Annual Bonus 18% Long-Term Equity Incentive 72% At Risk 90% CEO Total Direct Compensation The Committee sets the CEO’s target for total direct compensation (base salary, annual cash bonus and annual long-term incentive award value at grant date) every year to align appropriately with market data for our Executive Peer Group, taking into account the CEO’s performance, time in role and other job-related factors. For 2016 and 2017, the Committee set the 38 | YUM! BRANDS, INC. - 2020 Proxy Statement CEO’s total compensation below the 50th percentile and for 2018, at the 50th percentile. In 2019 the Committee set the CEO’s total compensation at approximately the 60th percentile. The progression in target total compensation reflects the CEO’s growth in role and ongoing continued strong performance, as determined by the Committee. As demonstrated below, the CEO’s actual total direct compensation was above target for the last three years, reflecting the Company’s above target performance. For 2019, 63% of our CEO’s pay was in the form of long-term equity incentive compensation. EXECUTIVE COMPENSATION CEO Total Direct Compensation vs. Performance 2017 2018 2019 15% 4% 31% 11% 5% 14% 11% 8% 11% Adjusted Operating Profit Growth/Core Operating Profit Growth ex 53rd wk1 System Sales Growth2 Total Shareholder Return3 ($MM) $16 $14 $12 $10 $8 $6 $4 $2 $0 2017 2018 2019 Base Bonus SARs PSUs Target Total Direct Compensation (1) Measures of results of operations for the purpose of evaluating performance against targets set under our YUM Leaders’ Bonus Program included Adjusted Operating Profit Growth in 2017 and 2018 and Core Operating Profit excluding the impact of a 53rd week in 2019. (2) System sales growth excludes the impact of foreign currency translation and, for 2019, the impact of a 53rd week in 2019. (3) Total shareholder return is calculated as the growth in YUM share price from the beginning of the respective year until the year-end, adjusted for dividends paid. YUM! BRANDS, INC. - 2020 Proxy Statement | 39 EXECUTIVE COMPENSATION II. Elements of Executive Compensation Program Our annual executive compensation program has three primary pay components: base salary; annual performance-based cash bonuses; and long-term equity performance-based incentives. We also offer retirement and other benefits. Element Base salary Objective Attract and retain high-caliber talent and provide a fixed level of cash compensation. Annual Performance-Based Cash Bonuses Motivate high performance and reward short-term Company, team and individual performance. Form Cash Cash Long-Term Equity Performance-Based Incentives Align the interests of executives with shareholders and emphasize long- term results. SARs & PSUs Retirement and Additional Benefits Provide for long-term retirement income and basic health and welfare coverage. Various A. Base Salary We provide base salary to compensate our NEOs for their primary roles and responsibilities and to provide a stable level of annual compensation. A NEO’s salary varies based on the role, level of responsibility, experience, individual performance, potential and market value. Specific salary increases take into account these factors. The Committee reviews each NEO’s salary and performance annually. B. Annual Performance-Based Cash Bonuses Our performance-based annual bonus program, the YUM Leaders’ Bonus Program, is a cash-based plan. The principal purpose of the YUM Leaders’ Bonus Program is to motivate and reward short-term team and individual performance that drives shareholder value. The formula for calculating the performance-based annual bonus under the YUM Leaders’ Bonus Program is the product of the following: Base Salary X Target Bonus Percentage X Team Performance (0 200%) X Individual Performance (0 150%) = Bonus Payout (0 300%) Team Performance In light of the Company’s transformation, which began in 2016 and continued throughout 2017, 2018 and 2019, the Committee carefully considered our strategic direction to become a pure-play franchisor and established team performance measures, targets and weights in January 2019 after receiving input and recommendations from management. The team performance targets were also reviewed by the Committee to ensure that the goals support the Company’s overall strategic objectives. The performance targets were developed through the Company’s annual financial planning process, which takes into account KFC, Pizza Hut and Taco Bell (each, a “Division”) growth strategies, historical performance, and the expected future operating environment for each Division. When setting targets for each specific team performance measure, the Company takes into account overall business goals and structures the target to motivate achievement of desired performance consistent with our growth commitment to shareholders. The performance targets are comparable to those we disclose to our investors and, when determined to be appropriate by our Committee, may be slightly above or below disclosed guidance. A leverage formula for each team performance measure magnifies the potential impact that performance above or below the performance target will have on the calculation of the annual bonus. This leverage increases the payouts when targets are exceeded and reduces payouts when performance is below target. There is a threshold level of performance for all measures that must be met in order for any bonus to be paid. Additionally, all measures have a cap on the level of performance over which no additional bonus will be paid regardless of performance above the cap. The Committee may approve adjustments to Division targets or may exclude certain pre-established items from the financial results used to determine the annual bonus when doing so is consistent with the objectives and intent at the time the targets were originally set in order to focus executives on the fundamentals of the Company’s underlying business performance. 40 | YUM! BRANDS, INC. - 2020 Proxy Statement EXECUTIVE COMPENSATION As part of the 2019 target-setting process the Committee decided that KFC, Pizza Hut, Taco Bell and/or YUM Operating Profit growth performance for 2019 annual incentive purposes should be measured adjusting for certain factors that were not considered indicative of underlying business performance for the year. These factors included amounts associated with Special Items (as defined in our Form 10-K at page 30), the impacts of foreign currency translation and the benefit of a 53rd week in 2019. Detailed Breakdown of 2019 Team Performance The team performance targets, actual results, weights and overall performance for each measure for our NEOs are outlined below. The long-term drivers of value for YUM are profit growth, same-store sales growth and new store development. Accordingly, the Committee approved these performance measures for the Company’s annual incentive plan and these measures were included at both the corporate and divisional levels. For Divisions, the team performances are weighted 75% on Division operating measures and 25% on YUM team performance. NEO Creed Gibbs Turner Skeans Lowings King Measures Core Operating Profit Growth excluding 53rd week 1 System Same- Store Sales Growth Net System New Units FINAL YUM TEAM FACTOR Core Operating Profit Growth excluding 53rd week 1 System Same- Store Sales Growth System Net New Units Total Weighted Team Performance KFC (75%) Total Weighted Team Performance YUM (25%) FINAL KFC TEAM FACTOR Core Operating Profit Growth excluding 53rd week 1 System Same- Store Sales Growth Team Performance Target Actual 10.6% 11.1% Earned Award as % of Target Weighting 110 50% Final Team Performance 55 2.6% 3.3% 149 25% 1,945 2,1912 200 25% 11.0% 12.8% 147 50% 3.0% 4.3% 200 25% 1,180 1,483 200 25% 5.2% 5.9% 118 50% 3.0% 4.7% 183 25% 37 50 142 74 50 50 174 142 166 59 46 YUM! BRANDS, INC. - 2020 Proxy Statement | 41 NEO Measures System Net New Units Total Weighted Team Performance KFC (75%) Total Weighted Team Performance YUM (25%) FINAL TACO BELL TEAM FACTOR Team Performance Target 290 Actual 291 Earned Award as % of Target Weighting 107 25% Final Team Performance 27 132 142 135 (1) See pages 27 and 31 in Item 7 of YUM’s Form 10-K for the fiscal year ended on December 31, 2019 for a discussion of Core Operating Profit excluding the impact of a 53rd week in 2019. (2) Adjusted to reflect closures of 151 PH US units related to strategic franchisee workout agreements. Individual Performance Each NEO’s Individual Performance Factor is determined by the Committee based upon its subjective determination of the NEO’s individual performance for the year, including consideration of specific objective individual performance goals set at the beginning of the year. C. Long-Term Equity Performance-Based Incentives We provide performance-based long-term equity compensation to our NEOs to encourage long-term decision making that creates shareholder value. To that end, we use vehicles that motivate and balance the tradeoffs between short-term and long-term performance. Performance-based long-term equity compensation also serves as a retention tool. Our NEOs are awarded long-term incentives annually based on the Committee’s subjective assessment of the following items for each NEO (without assigning weight to any particular item): Prior year individual and team performance Expected contribution in future years Consideration of the market value of the executive’s role compared with similar roles in our Executive Peer Group Achievement of stock ownership guidelines Equity Mix Each year, the Committee reviews the mix of long-term incentives. For 2019, the Committee continued to choose SARs and PSU awards because these equity vehicles focus and reward management for enhancing long-term shareholder value, thereby aligning our NEOs with the interests of our shareholders. At the beginning of 2019, the Committee determined a target grant value for each NEO and the split of that value between SARs and PSU grants. For each NEO, the target grant value was split 50% SARs and 50% PSUs. For each NEO, the breakdown between SARs award values and PSU award values can be found under the Summary Compensation Table, page 56 at columns e and f. Stock Appreciation Rights Awards The Committee believes that SARs reward value-creation generated from sustained results. In 2019, we granted to each of our NEOs (other than Messrs. Turner and King, who assumed their positions in August, after annual awards had been made) SARs which have ten-year terms and vest over four years. The exercise price of each SAR award was based on the closing market price of the underlying YUM common stock on the date of grant. Therefore, SAR awards will only have value if our NEOs are successful in increasing the share price above the awards’ exercise price. 42 | YUM! BRANDS, INC. - 2020 Proxy Statement Performance Share Awards Pursuant to the Performance Share Plan under our Long Term Incentive Plan (“LTIP”), we granted our NEOs (other than Messrs. Turner and King, who assumed their positions in August, after annual awards had been made) PSU awards in 2019. PSU awards are earned equally based on the Company’s 3-year average TSR relative to the companies in the S&P 500 Consumer Discretionary Index and on compound annual 3-year growth of the Company’s Earnings Per Share (“EPS”). Incorporating TSR and EPS supports the Company’s pay-for-performance philosophy while diversifying performance criteria by using measures not used in the annual bonus plan and aligning our NEOs’ reward with the creation of shareholder value. If TSR is negative, payouts may not exceed the target irrespective of the actual TSR percentile ranking of the Company. The target, threshold and maximum number of shares that may be paid under these awards for each NEO are described at page 58. For the performance period covering 2019 2021, each NEO (other than Messrs. Turner and King) will earn a percentage of his or her target PSU award, with 50% of the payout based on the achieved TSR percentile ranking and the other 50% based on EPS growth. Indicative payouts as a percentage of target are as set forth in the table below: TSR Percentile Ranking Payout as % of Target EPS Growth (3-year CAGR, ex foreign currency translation) Payout as % of Target <30% 0% <7% 0% Threshold 30% 35% 7% 35% Target 50% 100% 12% 100% Maximum 75% 200% 17% 200% Dividend equivalents will accrue during the performance period and will be distributed as additional shares but only in the same proportion and at the same time as the original awards are earned. If no shares are earned, no dividend equivalents will be paid. The awards are eligible for deferral under the Company’s Executive Income Deferral (“EID”) Program. III. 2019 Named Executive Officer Total Direct Compensation and Performance Summary Below is a summary of each of our NEOs’ total direct compensation which includes base salary, annual cash bonus, and long- term incentive awards and an overview of their 2019 performance relative to our annual and long-term incentive performance goals. The process the Committee used to determine each officer’s 2019 compensation is described more fully in “How Compensation Decisions Are Made” beginning on page 49. YUM! BRANDS, INC. - 2020 Proxy Statement | 43 EXECUTIVE COMPENSATION CEO Compensation Greg Creed Chief Executive Officer 2019 Performance Summary Our Board, under the leadership of the Committee Chair, approved Mr. Creed’s goals at the beginning of the year and conducted a mid-year and year-end evaluation of his performance. These evaluations included a review of his leadership leadership in the development and pertaining to the achievement of his goals which included business results, implementation of Company strategies, and development of Company culture and talent. The Committee determined that Mr. Creed’s overall performance for 2019 merited an individual factor of 130. This individual factor was combined with YUM’s team factor of 142 (discussed at page 46) to calculate his annual cash bonus. This determination was based on the Committee’s subjective assessment of Mr. Creed’s performance against his goals which included the following items (without assigning a weight to any particular item): YUM Core Operating Profit Growth (excluding a 53rd week in 2019) of approximately 11% Worldwide system sales growth of 8% (excluding a 53rd week in 2019) Above target net-new restaurant openings of 2,040; net unit growth of 4% Successful completion of each of the Company’s transformation goals Management of the Company during the final year of its transformation into a pure-play franchisor Developing leadership, including promotion of David Gibbs to CEO and Artie Starrs to CEO of the Pizza Hut Division and hiring Chris Turner as CFO and Mark King as CEO of the Taco Bell Division, as well as fostering customer-focused employee culture Exceptionally high employee engagement versus peer group in most recent employee survey 2019 Committee Decisions In January, Mr. Creed’s compensation was adjusted as follows: Base salary was increased to $1,300,000; Annual cash bonus target percentage was increased to 185% of base salary; and Grant value of long-term incentive equity awards was increased to $9,500,000, recognizing his performance in leading the Company in implementing its Recipe for Growth, time in role and impact on the business. These decisions positioned Mr. Creed’s total target compensation at approximately the 60th percentile of the Company’s Executive Peer Group. 2020 Committee Decisions In November 2019, the Committee approved that following his retirement as CEO, Mr. Creed will provide ongoing services to the Company throughout 2020, on a part-time basis. Mr. Creed will focus his efforts on educating our executives on leading culture, mentoring senior leaders and advising Mr. Gibbs as he takes over the CEO role. In exchange for performing these services, the Committee approved a base salary of $500,000 for 2020 and continued administrative support through 2022. 44 | YUM! BRANDS, INC. - 2020 Proxy Statement The graphics below illustrate Mr. Creed’s direct compensation: CEO Awarded Compensation Mix CEO Total Direct Compensation EXECUTIVE COMPENSATION 8.2% Base 32.8% PSUs 28.5% Bonus 30.5% SARs 91.8% Performance-based Compensation Total: $15,591,540 y t i u q E m r e T - g n o L l a t o T n o i t a s n e p m o C e v i t n e c n I h s a C l a u n n A l a t o T n o i t a s n e p m o C $5,109,599 PSUs $4,750,003 SARs $4,439,630 Annual Bonus $1,292,308 Salary T o t a l A n n u a l C o m p e n s a t i o n F i x e d Other NEO 2019 Total Direct Compensation David W. Gibbs President, Chief Operating Officer and Chief Financial Officer 2019 Performance Summary The Committee determined Mr. Gibbs’ performance for the year merited a 130 individual performance factor. The Committee recognized Mr. Gibbs’ performance as President, Chief Operating Officer and CFO of the Company, including, driving YUM’s Core Operating Profit Growth (excluding a 53rd week in 2019) of 11%, worldwide system sales growth of 8% (excluding a 53rd week in 2019), above target net-new unit growth of 4%, working with brand marketing teams to improve brand building efforts, and in leading the achievement of the Company’s transformation strategy. Mr. Gibbs’ individual performance factor was combined with a team factor of 142 (discussed at page 40) to calculate his annual cash bonus. Effective January 1, 2020, the Board promoted Mr. Gibbs to Chief Executive Officer. 2019 Committee Decisions In January, Mr. Gibbs’ compensation was adjusted as follows: Base salary was increased to $1,000,000; Annual cash bonus target percentage increased to 130% of base salary; and Grant value of long-term incentive equity awards was increased to $4,450,000 to better align with market compensation norms and internal peer equity, as well as to reflect performance and time in role. These decisions positioned Mr. Gibbs’ total direct compensation between the 50th and 75th percentile of the Executive Peer Group (defined at page 51) for his position. In addition, in connection with his appointment to the additional role of Chief Operating Officer, effective January 25, 2019, Mr. Gibbs received a restricted stock unit grant with a grant date value of $5,000,000 and a scheduled vesting date of February 11, 2024. YUM! BRANDS, INC. - 2020 Proxy Statement | 45 EXECUTIVE COMPENSATION 2020 Committee Decisions In November 2019, the Committee approved the following adjustments to Mr. Gibbs’ compensation for 2020, reflecting his elevation to CEO effective January 1, 2020: Base salary was increased to $1,200,000; Annual cash bonus target was increased to 150% of base salary; and Grant value of long-term incentive equity awards was increased to $7,000,000 in economic value, to better align with market compensation norms for the CEO role, while reflecting newness in that position. These decisions positioned Mr. Gibbs’ total 2020 direct compensation below the 50th percentile of the Company’s updated 2019 Executive Peer Group (defined at page 51) for the CEO position, to reflect his newness in role. Chris Turner Chief Financial Officer 2019 Performance Summary Mr. Turner became the Company’s Chief Financial Officer effective August 8, 2019. The Committee determined that Mr. Turner’s performance merited a 120 individual performance factor. The Committee recognized Mr. Turner’s leadership in driving YUM’s Core Operating Profit Growth (excluding a 53rd week in 2019) of 11%, worldwide system sales growth of 8% (excluding a 53rd week in 2019) and above target net-new unit growth of 4%. Mr. Turner’s individual factor was combined with a team factor of 142 (discussed at page 40) to calculate his annual cash bonus. 2019 Committee Decisions The Committee did not set Mr. Turner’s compensation in January, as he did not become the Company’s CFO until August. Pursuant to the terms of an offer letter dated June 19, 2019, Mr. Turner’s 2019 compensation was set as follows: Base salary of $600,000; Annual cash bonus target of 95% of base salary; and Mr. Turner also received a $500,000 cash payment, a RSU award with a grant value of $1,500,000 (vesting 33% per year over 3 years) in order to offset compensation earned by him and forfeited when he left his prior employer to join the Company. Mr. Turner’s 2019 total direct compensation was below the 25th percentile of the Executive Peer Group (defined at page 51) for his position. 2020 Committee Decisions In November, the Committee approved adjustments to Mr. Turner’s compensation for 2020 to better align with market compensation norms and internal peer equity, as well as to reflect performance and time in role. The adjustments are as follows: Base salary was increased to $850,000; Annual cash bonus target increased to 100% of base salary; and Grant value of long-term incentive equity awards target set at $2,000,000 in economic value. These adjustments positioned Mr. Turner’s total 2020 direct compensation at between the 25th and 50th percentile of the Company’s updated 2019 Executive Peer Group (defined at page 51) for his position. 46 | YUM! BRANDS, INC. - 2020 Proxy Statement EXECUTIVE COMPENSATION Tony Lowings Chief Executive Officer, KFC Division 2019 Performance Summary The Committee determined that Mr. Lowings’ performance merited a 140 individual performance factor. The Committee recognized Mr. Lowings’ leadership in driving KFC’s worldwide system sales growth of 9% (excluding a 53rd week in 2019), above target same-store sales growth of 4% and above target net-new unit growth of 7%. Mr. Lowings’ individual factor was combined with a team factor of 166 (discussed at page 40) to calculate his annual cash bonus. 2019 Committee Decisions In January, Mr. Lowings’ compensation was adjusted as follows: Base salary was set at $700,000; Annual cash bonus target percentage increased to 90% of base salary; and Grant value of long-term incentive equity awards was increased to $1,500,000 to reflect his promotion to CEO of KFC and to better align with market compensation norms and internal peer equity. These decisions positioned Mr. Lowings’ total direct compensation at between the 25th and 50th percentile of the Executive Peer Group (defined at page 51) for his position. Mr. Lowings also received a CEO Award SARs grant with an economic value of $1,000,000, recognizing his promotion to CEO of the KFC Division and his successful performance in his prior role. Mark King Chief Executive Officer, Taco Bell Division 2019 Performance Summary Mr. King became the Chief Executive Officer of the Company’s Taco Bell Division effective August 5, 2019. The Committee determined that Mr. King’s performance merited a 120 individual performance factor. The Committee recognized Mr. King’s leadership in driving Taco Bell’s worldwide system sales growth of 8% (excluding a 53rd week in 2019), above target same- store sales growth of 5% and net-new unit growth of 4%. Mr. King’s individual factor was combined with a team factor of 135 (discussed at page 40) to calculate his annual cash bonus. 2019 Committee Decisions The Committee did not set Mr. King’s compensation in January, as he did not become the CEO of the Taco Bell Division until August. Pursuant to the terms of an offer letter dated July 8, 2019, Mr. King’s 2019 compensation was set as follows: Base salary of $900,000; Annual cash bonus target of 100% of base salary; and Mr. King also received the right to $1,500,000 in cash bonuses payable in equal installments of $500,000 upon completion of 30-day, one-year and two-year service requirements, respectively. The first installment was earned during 2019. Mr. King also received a RSU grant with a grant value of $2,500,000 (vesting 33% per year over 3 years) in order to offset compensation earned by him at his prior employer and forfeited when he joined the Company. Mr. King’s 2019 total direct compensation was between the 50th and 75th percentile of the Executive Peer Group (defined at page 51) for his position. YUM! BRANDS, INC. - 2020 Proxy Statement | 47 EXECUTIVE COMPENSATION Tracy L. Skeans Chief Transformation and People Officer 2019 Performance Summary The Committee determined that Ms. Skeans’ performance merited a 135 individual performance factor. The Committee recognized Ms. Skeans for providing strategic leadership in the organizational transformation of the Company, as well as her efforts in cultivating the Company’s culture and talent. Ms. Skeans’ individual factor was combined with a team factor of 142 (discussed at page 40) to calculate her annual cash bonus. 2019 Committee Decisions In January, Ms. Skeans’ compensation was adjusted as follows: Base salary was increased to $715,000; Annual cash bonus target percentage remained unchanged at 85% of base salary; and Grant value of long-term incentive equity awards was increased to $2,000,000 to better align with market compensation norms and internal peer equity, as well as to reflect performance and her time in role. These decisions positioned Ms. Skeans’ total direct compensation at slightly above the 75th percentile of the Executive Peer Group (defined at page 51) for her position. 2020 Committee Decisions In November, the Committee approved adjustments to Ms. Skeans’ compensation for 2020 to reflect certain additional and non-traditional responsibilities of her role, including oversight of the Company’s public affairs, corporate communications and food safety teams, as well as to reflect her performance and time in the role. The adjustments are as follows: Base salary was increased to $750,000; Annual cash bonus target increased to 90% of base salary; and Grant value of long-term incentive equity awards was set at a target of $1,600,000 in economic value. These decisions positioned Ms. Skeans’ total direct compensation at between the 50th and 75th percentile of the Company’s updated 2019 Executive Peer Group (defined at page 51) for her position. The Committee also approved a 2020 CEO Award SARs grant with an economic value of $500,000, recognizing her leadership for accelerating diversity & inclusion initiatives, championing the use of repeatable models around the globe, and developing and implementing talent and leadership programs that drove attraction, retention and best-in-class engagement scores. IV. Retirement and Other Benefits Retirement Benefits We offer several types of competitive retirement benefits. The YUM! Brands Retirement Plan (“Retirement Plan”) is a broad-based qualified plan designed to provide a retirement income based on years of service with the Company and average annual earnings. The plan is U.S.-based and was closed to new entrants in 2001. Mr. Gibbs and Ms. Skeans are active participants in the Retirement Plan and Mr. Creed maintains a balance in the Retirement Plan from the years that he was a participant. For executives hired or re-hired after September 30, 2001, the Company implemented the Leadership Retirement Plan (“LRP”). This is an unfunded, unsecured account-based retirement plan which allocates a percentage of pay to an account payable to the executive following the later to occur of the executive’s separation of employment from the Company or attainment of age 55. For 2019, Messrs. Turner and King were eligible for the LRP. Under the LRP, Messrs. Turner and King received an annual allocation to their accounts equal to 4% of base salary and target bonus, and will receive an annual earnings credit that is equivalent to the Moody’s Aa Corporate Bond Yield Average for maturities 20 years and above (currently 3.13%) on the balance. 48 | YUM! BRANDS, INC. - 2020 Proxy Statement EXECUTIVE COMPENSATION The Company provides retirement benefits for certain international employees through the Third Country National Plan (“TCN”). The TCN is an unfunded, unsecured account-based retirement plan that provides an annual contribution between 7.5% and 15% of salary and target bonus and an annual earnings credit of 5% on the balance. The level of contribution is based on the participants’ role and their home country retirement plan. Messrs. Creed and Lowings are the only NEOs who participate in the TCN. Under this plan, Messrs. Creed and Lowings each receive an annual contribution equal to 15% of base salary and target bonus and an annual earnings credit of 5%. Benefits payable under these plans are described in more detail beginning on page 62. Medical, Dental, Life Insurance and Disability Coverage We also provide other benefits such as medical, dental, life insurance and disability coverage to each NEO through benefit plans, which are also provided to all eligible U.S.-based salaried employees. Eligible employees can purchase additional life, dependent life and accidental death and dismemberment coverage as part of their employee benefits package. Our broad-based employee disability plan limits the annual benefit coverage to $300,000. Perquisites The Company provides very limited number of perquisites. The CEO and his spouse were required to use charter or approved commercial aircraft for personal as well as business travel pursuant to the Company’s executive security program established by the Board of Directors. Our program provides that upon the CEO reaching $200,000 in costs for his personal use, any costs for personal aircraft use of above $200,000 will be reimbursed to the Company in accordance with the requirements of the Federal Aviation Administration regulations. We do not provide tax gross-ups on the personal use of the charter or approved commercial aircraft. For 2019, the incremental cost of Mr. Creed’s personal use of charter or In August 2019, this benefit was extended to Mr. Gibbs and his immediate family on a commercial aircraft was $55,375. prorated basis following the announcement that he would become the Company’s CEO in January 2020. For 2019, the incremental cost of Mr. Gibbs’ personal use of charter or commercial aircraft was $45,618. V. How Compensation Decisions Are Made Shareholder Outreach, Engagement and 2019 Vote on NEO Compensation At our 2019 Annual Meeting of Shareholders, 95% of votes cast on our annual advisory vote on NEO compensation were in favor of our NEOs’ compensation program, as disclosed in our 2019 proxy statement. During 2019, we continued our shareholder outreach program to better understand our investors’ opinions on our compensation practices and respond to their questions. Committee members and management team members from compensation, investor relations and legal continued to be directly involved in engagement efforts that served to reinforce our open door policy. The efforts included: Contacting our largest 30 shareholders, representing ownership of approximately 50% of our shares Dialogue with proxy advisory firms Investor road shows and conferences Presenting shareholder feedback to the Committee Our annual engagement efforts allow many shareholders the opportunity to provide feedback. The Committee carefully considers shareholder and advisor feedback, among other factors discussed in this CD&A, in making its compensation decisions. Shareholder feedback, including the 2019 voting results on NEO compensation, has influenced and reinforced a number of compensation design changes over the years, including: Continued benchmarking of CEO compensation at near market median. Moving to two performance metrics under our PSUs (TSR and EPS), beginning with PSU grants in 2017. Changed PSU award metrics to include the Company’s 3-year average TSR relative to the companies in the S&P 500 Consumer Discretionary Index, rather than the average relative to the entire S&P 500. The Company and the Committee appreciate the feedback from our shareholders and plan to continue these engagement efforts. YUM! BRANDS, INC. - 2020 Proxy Statement | 49 EXECUTIVE COMPENSATION Role of the Committee Compensation decisions are ultimately made by the Committee using its judgment, focusing primarily on each NEO’s performance against his financial and strategic objectives, qualitative factors and the Company’s overall performance. The Committee considers the total compensation of each NEO and retains discretion to make decisions that are reflective of overall business performance and each executive’s strategic contributions to the business. In making its compensation decisions, the Committee typically follows the annual process described below: COMMITTEE ANNUAL COMPENSATION PROCESS Role of the Independent Consultant The Committee’s charter states the Committee may retain outside compensation consultants, lawyers or other advisors. The Committee retains an independent consultant, Meridian Compensation Partners, LLC (“Meridian”), to advise it on certain compensation matters. The Committee has instructed Meridian that: it is to act independently of management and at the direction of the Committee; its ongoing engagement will be determined by the Committee; it is to inform the Committee of relevant trends and regulatory developments; it is to provide compensation comparisons based on information that is derived from comparable businesses of a similar size to the Company for the NEOs; and it is to assist the Committee in its determination of the annual compensation package for our CEO and other NEOs. The Committee considered the following factors, among others, in determining that Meridian is independent of management and its provision of services to the Committee did not give rise to a conflict of interest: Meridian did not provide any services to the Company unrelated to executive compensation. Meridian has no business or personal relationship with any member of the Committee or management. Meridian’s partners and employees who provide services to the Committee are prohibited from owning YUM stock per Meridian’s firm policy. Comparator Compensation Data Our Committee uses an evaluation of how our NEO target compensation levels compare to those of similarly situated executives at companies that comprise our Executive Peer Group (defined below) as one of the factors in setting executive 50 | YUM! BRANDS, INC. - 2020 Proxy Statement EXECUTIVE COMPENSATION compensation. The Executive Peer Group is made up of retail, hospitality, food, nondurable consumer goods companies, specialty eatery and quick service restaurants, as these represent the sectors with which the Company is most likely to compete for executive talent. The companies selected from these sectors must also be reflective of the overall market characteristics of our executive talent market, relative leadership position in their sector, size as measured by revenues, complexity of their business, and in many cases global reach. Executive Peer Group The Committee established the peer group of companies (the “Executive Peer Group”) that was used for 2019 pay determinations for all NEOs at the end of 2016, for NEO pay determinations beginning in 2017. The composition of the Executive Peer Group was updated at that time to allow for more relevant comparisons following the separation of Yum China Holdings, Inc. in October 2016, given the reduced size of the Company and the current complexities of its business. The Executive Peer Group used for 2019 pay determinations for all NEOs is comprised of the following companies: AutoZone Inc. Domino’s Pizza, Inc. General Mills, Inc. L. Brands Inc. The Sherwin-Williams Company Bloomin’ Brands, Inc. Dr. Pepper Snapple Group, Inc. Hershey Co. Marriott Int’l, Inc. VF Corp. Brinker Int’l, Inc. Estee Lauder Cos, Inc. Hilton Worldwide Holdings McDonald’s Corporation Wendy’s Co. Colgate Palmolive Company Foot Locker, Inc. Hyatt Hotels Corp. Mondelez Int’l., Inc. Wyndham Worldwide Corp. Darden Restaurants, Inc. Gap, Inc. Kimberly-Clark Corp. Penske Automotive Group, Inc. At the time the benchmarking analysis was prepared, the Executive Peer Group’s median annual revenues were $9.3 billion, while YUM annual revenues were estimated at $14.4 billion (calculated as described below). For companies with significant franchise operations, measuring size can be complex. Management responsibilities encompass more than just the revenues and operations directly owned and operated by the company. There are responsibilities for managing the relationships, arrangements, and overall scope of the franchising enterprise, in particular, managing product introductions, specifications and supply, marketing, promoting new unit development, and customer satisfaction and overall operations improvements across the entire franchise system. Accordingly, in calibrating the size of our organization and underlying operating divisions during the 2017 benchmarking process, our philosophy was to add 25% of franchisee and licensee sales to the Company’s sales to establish an appropriate revenue benchmark. The reason for this approach was twofold: Market-competitive compensation opportunities are related to scope of responsibility, often measured by company size, i.e., revenues; and Scope of responsibility for a franchising organization lies between corporate-reported revenues and system wide sales. We believe this approach is measured and reasoned in its approach to calibrating market competitive compensation opportunities without using organizations unduly larger than the Company. The Executive Peer Group was used by the Committee in making its January 2019 compensation decisions for our NEOs. The Committee periodically reviews the peer group to ensure it reflects desired comparisons and appropriate size range. In August 2019, the Committee approved a revised peer group to be used for NEO pay determinations beginning in 2020. The changes to the Executive Peer Group were made to better align the size of the peer group companies with YUM, and include companies in relevant industry sectors. Many of these companies have a global reach and multiple brands. The Executive Peer Group used for 2020 pay determinations (including those made in November 2019 for Messrs. Gibbs and Turner and Ms. Skeans) for all NEOs is comprised of the following companies: YUM! BRANDS, INC. - 2020 Proxy Statement | 51 EXECUTIVE COMPENSATION Chipotle Mexican Grill, Inc. Gap, Inc. Keurig Dr Pepper McDonald’s Corporation Starbucks Corporation Colgate-Palmolive Company General Mills, Inc. Kimberly-Clark Corp. Mondelez Int’l., Inc. V.F. Corp. Darden Restaurants, Inc. Hertz Global Holdings, Inc. L Brands, Inc. Domino’s Pizza, Inc. Hilton Worldwide Holdings Lululemon Athletica Estée Lauder Cos, Inc. Kellogg Company Marriott Int’l., Inc. Ralph Lauren Corporation Restaurant Brands International Inc. The Sherwin-Williams Company Wyndham Worldwide, Inc. At the time the benchmarking analysis was prepared in August 2019, the revised Executive Peer Group’s median annual revenues were $13.2 billion, while YUM equivalent annual revenues were estimated at $13.8 billion (calculated as described above). Competitive Positioning and Setting Compensation At the beginning of 2019, the Committee considered Executive Peer Group compensation data as a frame of reference for establishing compensation targets for base salary, annual bonus and long-term incentives for each NEO. In making compensation decisions, the Committee considers market data for comparable positions to each of our NEO roles. The Committee reviews market data and makes a decision for each NEO, most often in a range around market median for each element of compensation, including base salary, target bonus and long-term incentive target. In addition to the market data, the Committee takes into account the role, level of responsibility, experience, individual performance and potential of each NEO. The Committee reviews the NEOs’ compensation and performance annually. VI. Compensation Policies and Practices Below are compensation and governance best practices we employ that provide a foundation for our pay-for-performance program and align our program with Company and shareholder interests. We Do " Have an independent compensation committee (Management Planning & Development Committee), which oversees the Company’s compensation policies and strategic direction " Directly link Company performance to pay outcomes " Have executive ownership guidelines that are reviewed annually against Company guidelines " Have a “clawback” policy under which the Company may recoup compensation if executive’s conduct results in significant financial or reputational harm to Company " Make a substantial portion of NEO target pay “at risk” (cid:252) Employment agreements We Don’t Do (cid:252) Re-pricing of SARs (cid:252) Grants of SARs with exercise price less than fair market value of common stock on date of grant (cid:252) Permit executives to hedge or pledge Company stock (cid:252) Payment of dividends or dividend equivalents on PSUs unless or until they vest " Have double-trigger vesting of equity awards upon a change in (cid:252) Excise tax gross-ups upon change in control control " Utilize an independent Compensation Consultant (cid:252) Excessive executive perquisites, such as country club memberships " Incorporate comprehensive risk mitigation into plan design " Periodically review our Executive Peer Group to align appropriately with Company size and complexity " Evaluate CEO and executive succession plans " Conduct annual shareholder engagement program to obtain feedback from shareholders for consideration in annual compensation program design 52 | YUM! BRANDS, INC. - 2020 Proxy Statement EXECUTIVE COMPENSATION YUM’s Executive Stock Ownership Guidelines The Committee has established stock ownership guidelines for approximately 157 of our senior employees, including the NEOs. If a NEO or other executive does not meet his or her ownership guidelines, he or she is not eligible for a long-term equity incentive award. In 2019, all NEOs and all other employees subject to guidelines met or exceeded their ownership guidelines. NEO Creed Gibbs Turner (3) Lowings King (3) Ownership Guidelines Shares Owned(1) Value of Shares(2) Multiple of Salary 7x base salary 3x base salary 3x base salary 3x base salary 3x base salary 776,350 298,473 0 160,741 0 $78,201,736 $30,065,185 $0 $16,191,441 $0 60.2 30.1 0 23.1 0 7.2 Skeans (1) Calculated as of December 31, 2019 and represents shares beneficially owned outright, shares underlying vested in-the-money 2x base salary $ 5,125,344 50,882 SARs, and all RSUs awarded under the Company’s EID Program. (2) Based on YUM closing stock price of $100.73 as of December 31, 2019. (3) Messrs. Turner and King were not subject to the Ownership Guidelines in 2019 on account of it being their first year with the Company. In 2020, Messrs. Turner and King will be subject to the guidelines. YUM! BRANDS, INC. - 2020 Proxy Statement | 53 EXECUTIVE COMPENSATION Payments upon Termination of Employment The Company does not have agreements with its executives concerning payments upon termination of employment except in the case of a change in control of the Company. The Committee believes these are appropriate agreements for retaining NEOs and other executive officers to preserve shareholder value in case of a potential change in control. The Committee periodically reviews these agreements and other aspects of the Company’s change-in-control program. The Company’s change-in-control agreements, in general, entitle executives who are direct reports to our CEO and are terminated other than for cause within two years of the change in control, to receive a benefit of two times salary and bonus. The terms of these change-in-control agreements are described beginning on page 68. The Company does not provide tax gross-ups for executives, including the NEOs, for any excise tax due under Section 4999 of the Internal Revenue Code and has implemented a “best net after-tax” approach to address any potential excise tax imposed on executives. If any excise tax is due, the Company will not make a gross-up payment, but instead will reduce payments to an executive if the reduction will provide the NEO the best net after-tax result. If full payment to a NEO will result in the best net after-tax result, the full amount will be paid, but the NEO will be solely responsible for any potential excise tax payment. Also, the Company has implemented “double trigger” vesting for equity awards, pursuant to which outstanding awards will fully and immediately vest only if the executive is employed on the date of a change in control of the Company and is involuntarily terminated (other than by the Company for cause) on or within two years following the change in control. In case of retirement, the Company provides retirement benefits described above, life insurance benefits (to employees eligible under the Retirement Plan), the continued ability to exercise vested SARs and to vest in SARs granted at least one year prior to retirement, and the ability to vest in performance share awards on a pro-rata basis. With respect to consideration of how these benefits fit into the overall compensation policy, the change-in-control benefits are reviewed from time to time by the Committee for competitiveness. The Committee believes the benefits provided in case of a change in control are appropriate, support shareholder interests and are consistent with the policy of attracting and retaining highly qualified employees. YUM’s SARs Granting Practices Historically, we have made SARs grants annually at the Committee’s January meeting. This meeting date is set by the Board of Directors more than six months prior to the actual meeting. The Committee sets the annual grant date as the second business day after our fourth quarter earnings release. The exercise price of these awards is set as the closing price on the date of grants. We make grants at the same time other elements of annual compensation are determined so that we can consider all elements of compensation in making the grants. We do not backdate or make grants retroactively. In addition, we do not time such grants in coordination with our possession or release of material, non-public or other information. All equity awards are granted under our shareholder approved LTIP. Grants may also be made on other dates the Board of Directors meets. These grants generally are CEO Awards, which are awards to individual employees (subject to Committee approval) in recognition of superlative performance and extraordinary impact on business results. Management recommends the awards be made pursuant to our LTIP to the Committee, however, the Committee determines whether and to whom it will issue grants and determines the amount of the grant. The Board of Directors has delegated to our CEO and our Chief People Officer, the ability to make grants to employees who are not executive officers and whose grant is less than approximately 30,000 SARs annually. In the case of these grants, the Committee sets all the terms of each award, except the actual number of SARs, which is determined by our CEO and our Chief People Officer pursuant to guidelines approved by the Committee in January of each year. Limits on Future Severance Agreement Policy The Committee has adopted a policy to limit future severance agreements with our NEOs and our other executives. The policy requires the Company to seek shareholder approval for future severance payments to a NEO if such payments would exceed 2.99 times the sum of (a) the NEO’s annual base salary as in effect immediately prior to termination of employment; and (b) the highest annual bonus awarded to the NEO by the Company in any of the Company’s three full fiscal years immediately preceding the fiscal year in which termination of employment occurs or, if higher, the executive’s target bonus. Certain types of payments are excluded from this policy, such as amounts payable under arrangements that apply to classes of employees other than the NEOs or that predate the implementation of the policy, as well as any payment the Committee determines is a reasonable settlement of a claim that could be made by the NEO. 54 | YUM! BRANDS, INC. - 2020 Proxy Statement EXECUTIVE COMPENSATION Compensation Recovery Policy Pursuant to the Company’s Compensation Recovery Policy (i.e., “clawback”), the Committee may require executive officers (including the NEOs) to return compensation paid or may cancel any award or bonuses not yet vested or earned if the executive officers engaged in misconduct or violation of Company policy that resulted in significant financial or reputational harm or violation of Company policy, or contributed to the use of inaccurate metrics in the calculation of incentive compensation. Under this policy, when the Board determines that recovery of compensation is appropriate, the Company could require repayment of all or a portion of any bonus, incentive payment, equity-based award or other compensation, and cancellation of an award or bonus to the fullest extent permitted by law. Hedging and Pledging of Company Stock Under our Code of Conduct, no employee or director is permitted to engage in securities transactions that would allow them either to insulate themselves from, or profit from, a decline in the Company stock price. Similarly, no employee or director may enter into hedging transactions in the Company’s stock. Such transactions include (without limitation) short sales as well as any hedging transactions in derivative securities (e.g. puts, calls, swaps, or collars) or other speculative transactions related to YUM’s stock. Pledging of Company stock is also prohibited. Deductibility of Executive Compensation The provisions of Section 162(m) of the Internal Revenue code limit the deductibility of all annual compensation in excess of $1 million paid to certain executive officers. An exception for performance-based compensation applies with respect to compensation that is subject to a transition rule because it is paid pursuant to a binding contract that was in place on November 2, 2017 and not materially modified after that date. The Committee believes that the pre-2018 SARs, RSU and PSU awards satisfy the requirements for exemption under Internal Revenue Code Section 162(m). The Committee believes that shareholder interests are best served if its discretion and flexibility in awarding compensation is not restricted, even though some compensation awards will result in non-deductible compensation expenses. Therefore, the Committee has approved salaries and other awards for executive officers that were not fully deductible because of Section 162(m) and expects in the future to approve additional compensation that is not deductible for income tax purposes. Management Planning and Development Committee Report The Management Planning and Development Committee of the Board of Directors reports that it has reviewed and discussed with management the section of this proxy statement titled “Compensation Discussion and Analysis” and, on the basis of that review and discussion, recommended to the Board that the section be incorporated by reference into the Company’s Annual Report on Form 10-K and included in this proxy statement. THE MANAGEMENT PLANNING AND DEVELOPMENT COMMITTEE Christopher M. Connor, Chair Keith Barr Michael J. Cavanagh Brian C. Cornell Mirian M. Graddick-Weir YUM! BRANDS, INC. - 2020 Proxy Statement | 55 EXECUTIVE COMPENSATION The following tables provide information on the compensation of the Named Executive Officers (“NEOs”) for our 2019 fiscal year. The Company’s NEOs are our Chief Executive Officer, both individuals who served as Chief Financial Officer during the year and our three other most highly compensated executive officers for our 2019 fiscal year determined in accordance with SEC rules. Summary Compensation Table Name and Principal Position (a) Year (b) Salary ($)(1) (c) Bonus ($)(2) (d) Stock Awards ($)(3) (e) Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(6) Option/ SAR Awards ($)(4) Non-Equity Incentive Plan Compensation ($)(5) All Other Compensation ($)(7) Total ($) (f) (g) (h) (i) Greg Creed 2019 1,292,308 5,109,599 4,750,003 4,439,630 119,317 658,233 16,369,090 Retired Chief Executive Officer of YUM David W. Gibbs Chief Executive Officer of YUM Chris Turner(8) Chief Financial Officer of YUM 2018 2017 2019 2018 2017 2019 1,244,615 1,208,846 984,615 890,769 833,846 4,450,008 3,350,020 4,450,009 3,350,007 3,144,531 3,814,493 21,348 66,286 696,527 14,007,038 578,955 12,368,607 7,393,577 2,225,003 2,399,800 3,988,755 151,402 17,143,152 1,375,001 1,100,036 1,375,009 1,100,003 1,467,113 1,917,027 1,870,004 2,564,062 19,101 19,346 6,996,997 7,534,320 283,846 500,000 1,500,009 463,021 54,290 2,801,166 Tony Lowings(8) 2019 699,789 806,874 1,750,030 1,464,120 11,975 262,690 4,995,478 Chief Executive Officer of KFC Division Mark King(8) 2019 370,385 500,000 2,500,015 591,189 33,021 3,994,610 Chief Executive Officer of Taco Bell Division Tracy L. Skeans Chief Transformation and People Officer of YUM(7) 2019 2018 2017 708,846 664,231 600,385 1,075,731 1,000,017 1,165,057 1,433,369 51,529 5,434,549 625,015 550,052 1,625,010 550,009 824,766 1,076,325 325,022 776,398 8,665 8,413 4,072,709 3,561,582 (1) Amounts shown are not reduced to reflect the NEOs’ elections, if any, to defer receipt of salary into the Executive Income Deferral (“EID”) Program or into the Company’s 401(k) Plan. (2) Amounts shown in this column represent signing bonuses for Messrs. Turner and King. (3) For Messrs. Creed and Lowings and Ms. Skeans, amounts shown in this column represent the grant date fair values for performance share units (PSUs) granted in 2019, 2018 and/or 2017. For Mr. Gibbs, amounts in this column represent the grant date fair values for performance share units (PSUs) granted in 2019, 2018 and 2017 and an RSU ($5,000,000) granted in 2019 in connection with his promotion to Chief Operating Officer. Messrs. Turner and King did not receive a PSU award for 2019 because they assumed their positions in August, after annual awards had been made. Amounts shown in this column for Messrs. Turner and King represent sign-on RSU awards they received upon joining the Company. Further information regarding the 2019 awards is included in the “Grants of Plan-Based Awards” and “Outstanding Equity Awards at Year-End” tables later in this proxy statement. The grant date fair value of the PSUs reflected in this column is the target payout based on the probable outcome of the performance condition, determined as of the grant date. The maximum potential values of the February 2019 PSUs is 200% of target. For 2019, Mr. Creed’s PSU maximum value at grant date fair value would be $10,219,198; Mr. Gibbs’ PSU maximum value would be $4,787,070; Mr. Lowings’ PSU maximum value would be $1,613,748; and Ms. Skeans’ PSU maximum value would be $2,151,463. (4) The amounts shown in this column represent the grant date fair values of the stock appreciation rights (SARs) awarded in 2019, 2018 and 2017, respectively. For a discussion of the assumptions and methodologies used to value the awards reported in column (e) and column (f), please see the discussion of stock awards and option awards contained at Note 15 to the Consolidated Financial Statements in Item 8 of YUM’s Form 10-K for the fiscal year ended December 31, 2019. For Mr. Lowings, this amount includes the February 2019 CEO SAR award with a grant date fair value of $1,000,017. See the Grants of Plan-Based Awards table for details. 56 | YUM! BRANDS, INC. - 2020 Proxy Statement EXECUTIVE COMPENSATION (5) Amounts in this column reflect the annual incentive awards earned for the 2019, 2018 and 2017 fiscal year performance periods, which were awarded by our Management Planning and Development Committee (“Committee”) in January 2020, January 2019 and January 2018, respectively, under the Yum Leaders’ Bonus Program, which is described further in our Compensation Discussion and Analysis (“CD&A”) beginning at page 35 under the heading “Annual Performance-Based Cash Bonuses”. (6) Amounts in this column represent the above market earnings as established pursuant to SEC rules which have accrued under each of their accounts under the Third Country National Plan (“TCN”) for Messrs. Creed and Lowings which are described in more detail beginning at page 68 under the heading “Nonqualified Deferred Compensation”. Also listed in this column for Messrs. Creed, Gibbs, and Ms. Skeans are the amounts of aggregate change in actuarial present values of their accrued benefits under all actuarial pension plans during the 2019 fiscal year (using interest rate and mortality assumptions consistent with those used in the Company’s financial statements). Mr. Creed is not an active participant in the Retirement Plan but maintains a balance in the Retirement Plan from the two years (2002 and 2003) during which he was a participant and for 2019 the increase in actuarial value was $35,413. For Mr. Gibbs and Ms. Skeans, the actuarial present value of their benefits under the pension plan increased $346,659 and $207,492, respectively, during the 2019 fiscal year. In addition, for Mr. Gibbs and Ms. Skeans, the actuarial present value of their benefits under the Yum! Brands Pension Equalization Plan (“PEP”) increased $3,642,096 and $1,225,877 respectively, during the 2019 fiscal year. Messrs. Turner and King were hired after September 30, 2001, and are ineligible for the Company’s actuarial pension plans. Mr. Lowings worked outside of the United States prior to September 30, 2001, and is ineligible for the Company’s actuarial pension plans. See the Pension Benefits Table at page 66 for a detailed discussion of the Company’s pension benefits. (7) Amounts in this column are explained in the All Other Compensation Table and footnotes to that table, which follows. (8)Messrs. Turner, Lowings and King became NEOs in 2019. No amounts are reported for them for 2018 and 2017 since they were not NEOs for those years. All Other Compensation Table The following table contains a breakdown of the compensation and benefits included under All Other Compensation in the Summary Compensation Table above for 2019. Name (a) Creed Gibbs Turner Lowings King Skeans Perquisites and other personal benefits ($)(1) Tax Reimbursements ($)(2) Insurance premiums ($)(3) LRP/TCN Contributions ($)(4) (b) 75,375 59,041 29,354 47,621 (c) 79,192 48,968 (d) 27,108 13,169 1,536 11,491 3,021 3,908 (e) 555,750 23,400 199,500 30,000 Other ($) (f) Total ($) (g) 658,233 151,402 54,290 2,731 262,690 33,021 51,529 (1) Amounts in this column include executive physical examinations and charitable matching gifts. For Mr. Creed, Mr. Gibbs and Ms. Skeans, amount in this column also includes personal use of charter and commercial aircraft. None of the amounts in this column individually exceeded the greater of $25,000 or 10% of the total amount of these perquisites and other personal benefits shown in this column for each NEO, except with respect to the cost of personal use of charter and commercial aircraft by Mr. Creed ($55,375), Mr. Gibbs ($45,618) and Ms. Skeans ($43,629). Ms. Skeans’ personal use of charter aircraft was approved by Mr. Creed and was necessitated by the cancellation of a personal travel return flight and the need for her to timely attend a cross-country meeting on behalf of the Company. (2)Amounts in this column reflect payments to the executive of tax reimbursements. For Mr. Gibbs, this amount represents a payment he received to reimburse him for a personal income tax penalty he incurred due to an administrative error in the operation of a Company non-qualified plan. For Mr. Lowings, this amount represents a tax gross up related to relocation expenses. (3) These amounts reflect the income each executive was deemed to receive from IRS tables related to Company-provided life insurance in excess of $50,000. The Company provides every salaried employee with life insurance coverage up to one times the employee’s salary plus target bonus. (4) For Messrs. Creed and Lowings, this column represents the Company’s annual allocation to the TCN, an unfunded, unsecured account based retirement plan. For Messrs. Turner and King, this column represents the Company’s annual allocations to the LRP, an unfunded, unsecured account based retirement plan. YUM! BRANDS, INC. - 2020 Proxy Statement | 57 EXECUTIVE COMPENSATION Grants of Plan-Based Awards The following table provides information on SARs, RSUs and PSUs granted in 2019 to each of the Company’s NEOs. The full grant date fair value of these awards is shown in the Summary Compensation Table at page 56. Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) Estimated Future Payouts Under Equity Incentive Plan Awards(2) Threshold ($) Target ($) Maximum ($) Threshold (#) Target (#) Maximum (#) All Other Stock Awards: Number of Shares of Stock Units (#)(3) All Other Option/ SAR Awards; Number of Securities Underlying Options (#)(4) Exercise or Base Price of Option/ SAR Awards ($/Sh)(5) Grant Date Fair Value ($)(6) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) 0 2,405,000 7,215,000 0 1,300,000 3,900,000 50,933 101,866 93.26 5,109,599 239,054 93.26 4,750,003 570,000 1,710,000 23,859 47,718 630,000 1,890,000 900,000 2,700,000 607,750 1,823,250 8,043 16,086 0 0 0 0 111,978 93.26 2,225,003 53,614 93.26 5,000,042 93.26 2,393,535 12,603 119.02 1,500,009 37,746 50,328 93.26 750,013 93.26 1,000,017 93.26 806,874 21,005 119.02 2,500,015 10,723 21,446 93.26 1,075,731 50,328 93.26 1,000,017 Name (a) Creed Gibbs Turner Grant Date (b) 2/11/2019 2/11/2019 2/11/2019 2/11/2019 2/11/2019 2/11/2019 2/11/2019 8/9/2019 8/9/2019 Lowings 2/11/2019 King Skeans 2/11/2019 2/11/2019 2/11/2019 8/9/2019 8/9/2019 2/11/2019 2/11/2019 2/11/2019 (1) Amounts in columns (c), (d) and (e) provide the minimum amount, target amount and maximum amount payable as annual incentive compensation under the Yum Leaders’ Bonus Program based on the Company’s performance and on each executive’s individual performance during 2019. The actual amount of annual incentive compensation awards are shown in column (g) of the Summary Compensation Table on page 56. The performance measurements, performance targets, and target bonus percentages are described in the CD&A beginning on page 35 under the discussion of annual incentive compensation. (2) Reflects grants of PSU awards subject to performance-based vesting conditions in 2019. The PSU awards granted February 11, 2019 vest on December 31, 2021 and PSU award payouts are weighted 50% on the Company’s achievement of specified relative total shareholder return (“TSR”) rankings against the S&P 500 Consumer Discretionary Index and 50% on compound annual growth of the Company’s Earnings Per Share (“EPS”) during the performance period ending on December 31, 2021. With respect to the 50% weighted on a TSR percentile ranking for the Company, payouts are determined by comparing the Company’s relative TSR ranking against the S&P 500 Consumer Discretionary Index as measured at the end of the performance period; if a 50% TSR percentile ranking target is achieved, this factor would provide for 100% weighting for the PSU payout with respect to this factor; if less than 30% TSR percentile ranking is achieved, this factor would provide for 0% weighting for the PSU payout with respect to this factor; if the Company’s TSR percentile ranking is 75% or higher, it would provide for 200% of target weighting for the PSU payout with respect to this factor. With respect to the 50% weighted on the compound annual growth of the Company’s EPS measured at the end of the performance period, if EPS growth of 12% is achieved, this factor would provide for 100% weighting for the PSU payout with respect to this factor; if less than 7% EPS growth is achieved, this factor would provide for 0% weighting for the PSU payout with respect to this factor; if Company EPS growth of 17% or higher is achieved, it would provide for weighting of 200% of target for the PSU payout with respect to this factor. The terms of the PSU awards provide that in case of a change in control during the first year of the award, shares will be distributed assuming target performance was achieved subject to reduction to reflect the portion of the performance period following the change in control. In case of a change in control after the first year of the award, shares will be distributed assuming performance at the greater of target level or projected level at the time of the change in control subject to reduction to reflect the portion of the performance period following the change in control. 58 | YUM! BRANDS, INC. - 2020 Proxy Statement EXECUTIVE COMPENSATION (3) Amounts in this column reflect RSUs granted to Mr. Gibbs in connection with his promotion to Chief Operating Officer and, for Messrs. Turner and King, sign-on RSU awards they received upon joining the Company. (4)Amounts in this column reflect the number of SARs granted to executives during the Company’s 2019 fiscal year. SARs allow the grantee to receive the number of shares of YUM common stock that is equal in value to the appreciation in YUM common stock with respect to the number of SARs granted from the date of grant to the date of exercise. For each executive, grants were made on February 11, 2019. These SAR grants become exercisable in equal installments on the first, second, third and fourth anniversaries of the grant date. In addition to his regular SAR grant ($750,013), Mr. Lowings also received a CEO Award SAR grant ($1,000,017) which has a different vesting schedule. That grant becomes 100% vested on the fourth anniversary of the grant date. The terms of each SAR grant provide that, in case of a change in control, if an executive is employed on the date of a change in control and is involuntarily terminated on or within two years following the change in control (other than by the Company for cause) then all outstanding awards become exercisable immediately. Executives who have attained age 55 with 10 years of service who retire at least one year following the grant date will continue to vest following retirement through the fourth anniversary of the grant date. The SARs that vest in retirement must be exercised before the earlier of (i) the five year anniversary of the executive’s retirement or (ii) the expiration dates of the SARs (generally 10 years from the grant date). Unvested SARs of executives who die will immediately vest and may be exercised by the executive’s beneficiary before the earlier of (i) the five year anniversary of the executive’s death or (ii) the expiration dates of the SARs (generally 10 years from the grant date). If an executive’s employment is terminated due to gross misconduct, the entire award is forfeited. For other employment terminations, all vested or previously exercisable SARs as of the last day of employment must be exercised within 90 days following termination of employment. (5) The exercise price of the SARs granted in 2019 equals the closing price of YUM common stock on their grant date. (6) Amounts in this column reflect the full grant date fair value of the PSU awards shown in column (g) and the SARs shown in column (j). The grant date fair value is the amount that the Company is expensing in its financial statements over the award’s vesting schedule. The fair values of PSU awards without market-based conditions are based on the closing price of our Common Stock on the date of grant. The fair values of PSU awards with market-based conditions have been valued based on the outcome of a Monte Carlo simulation. For SARs, fair value of $19.87 was calculated using the Black-Scholes method on the grant date. For additional information regarding valuation assumptions of SARs, see the discussion of stock awards and option awards contained at Note 15 to the Consolidated Financial Statements in Item 8 of YUM’s Form 10-K for the fiscal year ended December 31, 2019. YUM! BRANDS, INC. - 2020 Proxy Statement | 59 EXECUTIVE COMPENSATION Outstanding Equity Awards at Year-End The following table shows the number of shares covered by exercisable and unexercisable SARs, and unvested RSUs and PSUs held by the Company’s NEOs on December 31, 2019. Option/SAR Awards(1) Stock Awards Number of Securities Underlying Unexercised Options/ SARs (#) Exercisable (c) Number of Securities Underlying Unexercised Options/ SARs (#) Unexercisable (d) Grant Date (b) Option/ SAR Exercise Price ($) (e) Option/ SAR Expiration Date (f) Number of Shares or Units of Stock That Have Not Vested (#)(2) (g) Market Value of Shares or Units of Stock That Have Not Vested ($)(3) (h) Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested(4) (i) Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested (j) 2/8/2012* 2/6/2013* 2/5/2014* 2/5/2014* 2/6/2015* 2/5/2016* 2/10/2017* 2/12/2018* 2/11/2019* 2/5/2016** 5/20/2010* 2/4/2011* 2/8/2012* 2/6/2013* 2/6/2013* 2/5/2014* 2/5/2014* 2/6/2015* 2/5/2016* 5/20/2016* 2/10/2017* 2/12/2018* 2/11/2019* 2/5/2010** 5/20/2010** 2/4/2011** 2/8/2012** 2/6/2013** 2/6/2013** 2/5/2014** 2/5/2014** 2/6/2015** 2/5/2016** 5/20/2016** 81,670 89,755 77,025 67,864 192,597 233,633 117,958 67,835 24,161 30,141 24,501 37,398 37,398 40,718 33,932 61,968 58,408 23,878 38,732 20,960 8,072 24,174 30,140 24,531 37,408 37,408 40,783 33,986 61,988 58,467 23,903 77,878(i) 117,958(ii) 203,507(iii) 239,054(iv) 77,956(i) 19,470(i) 7,960(v) 38,733(ii) 62,882(iii) 111,978(iv) 19,489(i) 7,968(v) $ 45.88 $ 44.81 $ 50.22 $ 50.22 $ 52.64 $ 49.66 $ 68.00 $ 78.07 $ 93.26 $ 21.06 $ 28.22 $ 35.10 $ 45.88 $ 44.81 $ 44.81 $ 50.22 $ 50.22 $ 52.64 $ 49.66 $ 56.67 $ 68.00 $ 78.07 $ 93.26 9.96 $ $ 11.97 $ 14.88 $ 19.46 $ 19.00 $ 19.00 $ 21.30 $ 21.30 $ 22.32 $ 21.06 $ 24.03 2/8/2022 2/6/2023 2/5/2024 2/5/2024 2/6/2025 2/5/2026 2/10/2027 2/12/2028 2/11/2029 2/5/2026 5/20/2020 2/4/2021 2/8/2022 2/6/2023 2/6/2023 2/5/2024 2/5/2024 2/6/2025 2/5/2026 5/20/2026 2/10/2027 2/12/2028 2/11/2029 2/5/2020 5/20/2020 2/4/2021 2/8/2022 2/6/2023 2/6/2023 2/5/2024 2/5/2024 2/6/2025 2/5/2026 5/20/2026 210,828 21,236,704 54,475 12,701 5,487,307 1,279,390 81,386 5,794,695 Name (a) Creed Gibbs Turner 60 | YUM! BRANDS, INC. - 2020 Proxy Statement Option/SAR Awards(1) Stock Awards EXECUTIVE COMPENSATION Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested(4) (i) Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested (j) Number of Shares or Units of Stock That Have Not Vested (#)(2) (g) Market Value of Shares or Units of Stock That Have Not Vested ($)(3) (h) 21,169 2,132,316 16,086 1,620,343 Name (a) Lowings King Skeans Number of Securities Underlying Unexercised Options/ SARs (#) Exercisable (c) Number of Securities Underlying Unexercised Options/ SARs (#) Unexercisable (d) Grant Date (b) 2/4/2011* 2/4/2011* 2/8/2012* 2/6/2013* 2/5/2014* 2/5/2014* 2/6/2015* 2/6/2015* 2/5/2016* 2/10/2017* 2/12/2018* 2/11/2019* 2/11/2019* 2/4/2011* 2/8/2012* 2/6/2013* 2/5/2014* 2/5/2014* 2/6/2015* 2/5/2016* 2/5/2016* 2/10/2017* 2/12/2018* 2/12/2018* 2/11/2019* 2/5/2016** 2/5/2016** 25,754 14,308 20,935 15,978 19,329 19,329 19,264 19,264 25,716 15,442 6,049 8,572(i) 15,442(ii) 18,150(iii) 37,746(iv) 50,328(vi) 3,366 4,533 5,647 5,769 6,786 8,455 14,589 9,683 4,763 9,726(i) 17,306(vii) 19,367(ii) 28,583(iii) 60,976(viii) 50,328(iv) 9,736(i) 17,323(vii) Option/ SAR Exercise Price ($) (e) 35.10 35.10 45.88 44.81 50.22 50.22 52.64 52.64 49.66 68.00 78.07 93.26 93.26 Option/ SAR Expiration Date (f) 2/2/2021 2/2/2021 2/8/2022 2/6/2023 2/5/2024 2/5/2024 2/6/2025 2/6/2025 2/5/2026 2/10/2027 2/12/2028 2/11/2029 2/11/2029 35.10 45.88 44.81 50.22 50.22 52.64 49.66 49.66 68.00 78.07 78.07 93.26 21.06 21.06 2/4/2021 2/8/2022 2/6/2023 2/5/2024 2/5/2024 2/6/2025 2/5/2026 2/5/2026 2/10/2027 2/12/2028 2/12/2028 2/11/2029 2/5/2026 2/5/2026 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 36,750 3,701,828 YUM Awards YUM China Awards * ** (1) The actual vesting dates for unexercisable awards are as follows: (i) Remainder of unexercisable award will vest on February 5, 2020. (ii) One-half of the unexercisable award will vest on each of February 10, 2020 and 2021. (iii) One-third of the unexercisable award will vest on each of February 12, 2020, 2021 and 2022. (iv) One-fourth of the unexercisable award will vest on each of February 11, 2020, 2021, 2022 and 2023. (v) Remainder of the unexercisable award will vest on May 20, 2020. (vi) Unexercisable award will vest on February 11, 2023. (vii) Unexercisable award will vest on February 5, 2020. (viii) Unexercisable award will vest on February 12, 2022. (2) For Messrs. Turner and King this column represents sign-on RSU award grants that vest one-third each year over 3 years. For Mr. Gibbs, it represents an RSU grant he received in connection with his promotion to Chief Operating Officer that is subject to five- year cliff vesting. (3) The market value of the YUM awards are calculated by multiplying the number of shares covered by the award by $100.73, the (4) closing price of YUM stock on the NYSE on December 31, 2019. The awards reflected in this column are unvested performance-based PSU awards with three-year performance periods that are scheduled to vest on December 31, 2020 and 2021 if the performance targets are met. In accordance with SEC rules, the PSU awards are reported at their maximum payout value. YUM! BRANDS, INC. - 2020 Proxy Statement | 61 EXECUTIVE COMPENSATION Option Exercises and Stock Vested The table below shows the number of shares of YUM and Yum China common stock acquired during 2019 upon exercise of stock option and SAR awards and vesting of stock awards in the form of RSUs and PSUs, each including accumulated dividends and before payment of applicable withholding taxes and broker commissions. Name (a) Creed Gibbs Turner Lowings King Skeans Option/SAR Awards Stock Awards Number of Shares Acquired on Exercise (#) Value Realized on Exercise ($) Number of Shares Acquired on Vesting (#) Value realized on Vesting ($) (b) (c) (d) (e) 297,123 24,138,536 112,424(1) 11,324,470 48,246 3,820,122 38,496(1) 3,877,702 22,992 2,363,037 58,112 4,715,310 21,365(1) 2,152,096 (1) For each of Messrs. Creed and Gibbs and Ms. Skeans, this amount includes PSUs that vested on December 31, 2019 with respect to the 2017-2019 performance period and were paid out in 2020. For each of Messrs. Creed and Gibbs and Ms. Skeans, this amount also includes the portion of the 2016 Launch Grant PSUs that vested on December 31, 2019. Pension Benefits The table below shows the present value of accumulated benefits payable to each of the NEOs, including the number of years of service credited to each NEO, under the YUM! Brands Retirement Plan (“Retirement Plan”), and the YUM! Brands Pension Equalization Plan (“PEP”) determined using interest rate and mortality rate assumptions consistent with those used in the Company’s financial statements. Name (a) Creed(i) Gibbs Turner (ii) Lowings (ii) King (ii) Skeans Plan Name (b) Number of Years of Credited Service (#) (c) Present Value of Accumulated Benefit ($) (d) Payments During Last Fiscal Year ($) (e) Qualified Retirement Plan PEP Qualified Retirement Plan PEP Qualified Retirement Plan 2 31 31 19 229,023 1,567,623 10,718,160 654,414 62 | YUM! BRANDS, INC. - 2020 Proxy Statement Name (a) EXECUTIVE COMPENSATION Plan Name (b) PEP Number of Years of Credited Service (#) (c) Present Value of Accumulated Benefit ($) (d) Payments During Last Fiscal Year ($) (e) 19 2,675,926 (i) Mr. Creed is not an active participant in the Retirement Plan but maintains a balance in the Retirement Plan for the two years (2002 and 2003) during which he was a participant in the plan. As discussed at page 48, Mr. Creed participates in the Third Country National plan, an unfunded, unsecured deferred account-based retirement plan. Messrs. Turner and King were hired after September 30, 2001, and are ineligible for the Company's actuarial pension plans. Mr. Lowings worked outside of the United States prior to September 30, 2001, and is ineligible for the Company's actuarial pension plans. As discussed at page 48, Mr. Lowings participates in the TCN and Messrs. Turner and King participate in LRP. (ii) (1) YUM! Brands Retirement Plan The Retirement Plan provides an integrated program of retirement benefits for salaried employees who were hired by the Company prior to October 1, 2001. The Retirement Plan replaces the same level of pre-retirement pensionable earnings for all similarly situated participants. The Retirement Plan is a tax qualified plan, and it is designed to provide the maximum possible portion of this integrated benefit on a tax qualified and funded basis. Benefit Formula Benefits under the Retirement Plan are based on a participant’s final average earnings (subject to the limits under Internal Revenue Code Section 401(a)(17)) and service under the plan. Upon termination of employment, a participant’s monthly normal retirement benefit from the plan is equal to A. 3% of Final Average Earnings times Projected Service up to 10 years of service, plus B. C. 1% of Final Average Earnings times Projected Service in excess of 10 years of service, minus 0.43% of Final Average Earnings up to Social Security covered compensation multiplied by Projected Service up to 35 years of service the result of which is multiplied by a fraction, the numerator of which is actual service as of date of termination, and the denominator of which is the participant’s Projected Service. Projected Service is the service that the participant would have earned if he had remained employed with the Company until his normal retirement age (generally age 65). If a participant leaves employment after becoming eligible for early or normal retirement, benefits are calculated using the formula above except that actual service attained at the participant’s retirement date is used in place of Projected Service. Final Average Earnings A participant’s final average earnings is determined based on his highest five consecutive years of pensionable earnings. Pensionable earnings is the sum of the participant’s base pay and annual incentive compensation from the Company, including amounts under the Yum Leaders’ Bonus Program. In general, base pay includes salary, vacation pay, sick pay and short-term disability payments. Extraordinary bonuses and lump sum payments made in connection with a participant’s termination of employment are not included. Vesting A participant receives a year of vesting service for each year of employment with the Company. A participant is 0% vested until he has been credited with at least five years of vesting service. Upon attaining five years of vesting service, a participant becomes 100% vested. All NEOs eligible for the Retirement Plan are 100% vested. Normal Retirement Eligibility A participant is eligible for normal retirement following the later of age 65 or 5 years of vesting service. YUM! BRANDS, INC. - 2020 Proxy Statement | 63 EXECUTIVE COMPENSATION Early Retirement Eligibility and Reductions A participant is eligible for early retirement upon reaching age 55 with 10 years of vesting service. A participant who has met the requirements for early retirement and who elects to begin receiving payments from the plan prior to age 62 will receive a reduction of 1/12 of 4% for each month benefits begin before age 62. Benefits are unreduced at age 62. The table below shows when each of the NEOs becomes eligible for early retirement and the estimated lump sum value of the benefit each participant would receive from YUM plans (both qualified and non-qualified) if he or she retired from the Company on December 31, 2019 and received a lump sum payment. Name Greg Creed David W. Gibbs Tracy L. Skeans (1) The Retirement Plan (2) PEP Earliest Retirement Date Estimated Lump Sum from a Qualified Plan(1) Estimated Lump Sum from a Non- Qualified Plan(2) Total Estimated Lump Sums January 1, 2020 $ 229,825 $ 229,825 January 1, 2020 $ February 1, 2028 $ 1,767,494 $ 1,620,246 $ 12,154,773 $ 13,922,267 6,194,817 $ 7,815,063 The estimated lump sum values in the table above are calculated assuming no increase in the participant’s Final Average Earnings. The lump sums are estimated using the mortality table and interest rate assumptions in the Retirement Plan for participants who would actually commence benefits on January 1, 2020. Actual lump sums may be higher or lower depending on the mortality table and interest rate in effect at the time of distribution and the participant’s Final Average Earnings at his date of retirement. Lump Sum Availability Lump sum payments are available to participants who meet the requirements for early or normal retirement. Participants who leave the Company prior to meeting the requirements for Early or Normal Retirement must take their benefits in the form of a monthly annuity and no lump sum is available. When a lump sum is paid from the plan, it is calculated based on actuarial assumptions for lump sums required by Internal Revenue Code Section 417(e)(3). (2) PEP The PEP is an unfunded, non-qualified plan that complements the Retirement Plan by providing benefits that federal tax law bars providing under the Retirement Plan. Benefits are generally determined and payable under the same terms and conditions as the Retirement Plan (except as noted below) without regard to federal tax limitations on amounts of includible compensation and maximum benefits. Benefits paid are reduced by the value of benefits payable under the Retirement Plan. Participants who earned at least $75,000 during calendar year 1989 are eligible to receive benefits calculated under the Retirement Plan’s pre-1989 formula, if this calculation results in a larger benefit from the PEP. Mr. Gibbs qualifies for benefits under this formula. This formula is similar to the formula described above under the Retirement Plan except that part C of the formula is calculated as follows: 1-2/3% of an estimated primary Social Security amount multiplied by Projected Service up to 30 years PEP retirement distributions are always paid in the form of a lump sum. In the case of a participant whose benefits are payable based on the pre-1989 formula, the lump sum value is calculated as the actuarial equivalent to the participant’s 50% Joint and Survivor Annuity with no reduction for survivor coverage. In all other cases, lump sums are calculated as the actuarial equivalent of the participant’s life only annuity. Participants who terminate employment prior to meeting eligibility for Early or Normal Retirement must take their benefits from this plan in the form of a monthly annuity. (3) Present Value of Accumulated Benefits For all plans, the Present Value of Accumulated Benefits (determined as of December 31, 2019) is calculated assuming that each participant is eligible to receive an unreduced benefit payable in the form of a single lump sum at age 62. This is consistent with the methodologies used in financial accounting calculations. In addition, the economic assumptions for the lump sum interest rate, post retirement mortality, and discount rate are also consistent with those used in financial accounting calculations at each measurement date. 64 | YUM! BRANDS, INC. - 2020 Proxy Statement Nonqualified Deferred Compensation EXECUTIVE COMPENSATION Amounts reflected in the Nonqualified Deferred Compensation table below are provided for under the Company’s EID, LRP and TCN plans. These plans are unfunded, unsecured deferred, account-based compensation plans. For each calendar year, participants are permitted under the EID Program to defer up to 85% of their base pay and up to 100% of their annual incentive award. EID Program Deferred Investments under the EID Program. Amounts deferred under the EID Program may be invested in the following phantom investment alternatives (12 month investment returns, as of December 31, 2019, are shown in parentheses): YUM! Stock Fund (11.41%*) YUM! Matching Stock Fund (11.41%*) S&P 500 Index Fund (31.41%) Bond Market Index Fund (8.66%) Stable Value Fund (2.39%) All of the phantom investment alternatives offered under the EID Program are designed to match the performance of actual investments; that is, they provide market rate returns and do not provide for preferential earnings. The S&P 500 index fund, bond market index fund and stable value fund are designed to track the investment return of like-named funds offered under the Company’s 401(k) Plan. The YUM! Stock Fund and YUM! Matching Stock Fund track the investment return of the Company’s common stock. Participants may transfer funds between the investment alternatives on a quarterly basis except (1) funds invested in the YUM! Stock Fund or YUM! Matching Stock Fund may not be transferred once invested in these funds and (2) a participant may only elect to invest into the YUM! Matching Stock Fund at the time the annual incentive deferral election is made. In the case of the Matching Stock Fund, participants who defer their annual incentive into this fund acquire additional phantom shares (RSUs) equal to 33% of the RSUs received with respect to the deferral of their annual incentive into the YUM! Matching Stock Fund (the additional RSUs are referred to as“ matching contributions”). The RSUs attributable to the matching contributions are allocated on the same day the RSUs attributable to the annual incentive are allocated, which is the same day we make our annual stock appreciation right grants. Eligible amounts attributable to the matching contribution under the YUM! Matching Stock Fund are included in column (c) below as contributions by the Company (and represent amounts actually credited to the NEO’s account during 2019). * Assumes dividends are reinvested. Beginning with their 2009 annual incentive award, those who are eligible for PSU awards are no longer eligible to participate in the Matching Stock Fund. RSUs attributable to annual incentive deferrals into the YUM! Matching Stock Fund and matching contributions vest on the second anniversary of the grant (or upon a change of control of the Company, if earlier) and are payable as shares of YUM common stock pursuant to the participant’s deferral election. Unvested RSUs held in a participant’s YUM! Matching Stock Fund account are forfeited if the participant voluntarily terminates employment with the Company within two years of the deferral date. If a participant terminates employment involuntarily, the portion of the account attributable to the matching contributions is forfeited and the participant will receive an amount equal to the amount of the original amount deferred. If a participant dies or becomes disabled during the restricted period, the participant fully vests in the RSUs. Dividend equivalents are accrued during the restricted period but are only paid if the RSUs vest. In the case of a participant who has attained age 55 with 10 years of service, or age 65 with five years of service, RSUs attributable to bonus deferrals into the YUM! Matching Stock Fund vest immediately and RSUs attributable to the matching contribution vest on the second anniversary of the deferral date. Distributions under EID Program. When participants elect to defer amounts into the EID Program, they also select when the amounts ultimately will be distributed to them. Distributions may either be made in a specific year whether or not employment has then ended or at a time that begins at or after the executive’s retirement, separation or termination of employment. Distributions can be made in a lump sum or quarterly or annual installments for up to 20 years. Initial deferrals are subject to a minimum two year deferral. In general, with respect to amounts deferred after 2005 or not fully vested as of January 1, 2005, participants may change their distribution schedule, provided the new elections satisfy the requirements of Section 409A of the Internal Revenue Code. In general, Section 409A requires that: Distribution schedules cannot be accelerated (other than for a hardship) YUM! BRANDS, INC. - 2020 Proxy Statement | 65 EXECUTIVE COMPENSATION To delay a previously scheduled distribution, A participant must make an election at least one year before the distribution otherwise would be made, and The new distribution cannot begin earlier than five years after it would have begun without the election to re- defer. With respect to amounts deferred prior to 2005, to delay a distribution the new distribution cannot begin until two years after it would have begun without the election to re-defer. Investments in the YUM! Stock Fund and YUM! Matching Stock Fund are only distributed in shares of Company stock. LRP LRP Account Returns. The LRP provides an annual earnings credit to each participant’s account based on the value of participant’s account at the end of each year. Under the LRP, Messrs. King and Turner will receive an annual earnings credit equal to the Moody’s Aa Corporate Bond Yield Average for maturities 20 years and above (currently 3.13%) of their account balances. The Company’s contribution (“Employer Credit”) for 2019 was equal to 4% of salary plus target bonus for Messrs. Turner and King. Distributions under LRP. Under the LRP, participants who became eligible to participate in the plan before January 1, 2019 and are age 55 or older are entitled to a lump sum distribution of their account balance in the quarter following their separation of employment. Alternatively, these participants may elect to be paid in 5 or 10-year installments following the attainment of age 55. If these participants are under age 55 with a vested LRP benefit that, combined with any other deferred compensation benefits covered under Code Section 409A exceeds $19,500, they will not receive a distribution until the calendar quarter that follows the participant’s 55th birthday. Participants who become eligible to participate in LRP after January 1, 2019 (including Messrs. Turner and King) will receive a lump sum distribution following separation from employment unless they elect to be paid in 5 or 10-year installments after attaining age 54. TCN TCN Account Returns. The TCN provides an annual earnings credit to each participant’s account based on the value of each participant’s account at the end of each year. Under the TCN, Messrs. Creed and Lowings receive an annual earnings credit equal to 5%. For Messrs. Creed and Lowings, the Employer Credit for 2019 was equal to 15% of their salaries plus target bonuses. Distributions under TCN. Under the TCN, participants age 55 or older with a balance of $19,500 or more, are entitled to a lump sum distribution of their account balance in the quarter following their separation of employment. Participants under age 55 who separate employment with the Company will receive interest annually and their account balance will be distributed in the quarter following their 55th birthday. Name (a) Creed Gibbs Turner Lowings Executive Contributions in Last FY ($)(1) (b) Registrant Contributions in Last FY ($)(2) (c) Aggregate Earnings in Last FY ($)(3) (d) Aggregate Withdrawals/ Distributions ($)(4) (e) Aggregate Balance at Last FYE ($)(5) (f) 2,448,448 251,303 15,142,323 555,750 169,162 20,730 4,087,427 555,750 2,617,610 272,033 19,229,750 23,400 23,400 199,500 199,500 568,040 568,040 23,906 24,143 48,050 680,857 3,372,621 680,857 3,372,621 7,442 7,442 23,400 23,400 238,874 699,068 937,942 Plan Name EID TCN Total EID Total EID LRP Total EID TCN Total 66 | YUM! BRANDS, INC. - 2020 Proxy Statement Name (a) King Skeans EXECUTIVE COMPENSATION Executive Contributions in Last FY ($)(1) (b) Registrant Contributions in Last FY ($)(2) (c) Aggregate Earnings in Last FY ($)(3) (d) Aggregate Withdrawals/ Distributions ($)(4) (e) Aggregate Balance at Last FYE ($)(5) (f) 30,000 30,000 57,050 57,050 30,000 30,000 416,804 416,804 Plan Name EID LRP Total EID Total (1) Amounts in column (b) reflect deferred amounts that were also reported as compensation in our Summary Compensation Table filed last year or, would have been reported as compensation in our Summary Compensation Table last year if the executive were a NEO, and deferrals of base salary into the EID Program. (2) Amounts in column (c) reflect Company contributions for EID, LRP and/or TCN allocation. See footnote 6 of the Summary Compensation Table for more detail. (3) Amounts in column (d) reflect earnings during the last fiscal year on deferred amounts. All earnings are based on the investment alternatives offered under the EID Program or the earnings credit provided under the LRP or the TCN described in the narrative above this table. The EID Program earnings are market based returns and, therefore, are not reported in the Summary Compensation Table. For Messrs. Creed and Lowings, of their earnings reflected in this column, $83,904 and $11,975, respectively, were deemed above market earnings accruing to their accounts under the TCN. For above market earnings on nonqualified deferred compensation, see the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table. (4) All amounts shown in column (e) were distributed in accordance with the executive’s deferral election, except in the case of the following amounts distributed to pay payroll taxes due upon their account balance under the EID Program, LRP or TCN for 2019. Creed Gibbs Turner Lowings King Skeans 20,73 0 — — 7,441 — — (5) Amounts reflected in column (f) are the year-end balances for each executive under the EID Program, TCN and the LRP. As required under SEC rules, below is the portion of the year-end balance for each executive which has previously been reported as compensation to the executive in the Company's Summary Compensation Table for 2019 and prior years. Creed Gibbs Turner Lowings King Skeans 6,579,803 — 23,400 216,163 30,000 — YUM! BRANDS, INC. - 2020 Proxy Statement | 67 EXECUTIVE COMPENSATION Potential Payments Upon Termination or Change in Control The information below describes and quantifies certain compensation that would become payable under existing plans and arrangements if the NEO’s employment had terminated on December 31, 2019, given the NEO’s compensation and service levels as of such date and, if applicable, based on the Company’s closing stock price on that date. These benefits are in addition to benefits available generally to salaried employees, such as distributions under the Company’s 401(k) Plan, retiree medical benefits, disability benefits and accrued vacation pay. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different. Factors that could affect these amounts include the timing during the year of any such event, the Company’s stock price and the executive’s age. SAR Awards. If one or more NEOs terminated employment for any reason other than retirement, death, disability or following a change in control as of December 31, 2019, they could exercise the SARs that were exercisable on that date as shown at the Outstanding Equity Awards at Year-End table on page 60, otherwise all SARs, pursuant to their terms, would have been forfeited and cancelled after that date. If the NEO had retired, died or become disabled as of December 31, 2019, exercisable SARs would remain exercisable through the term of the award and unvested shares would continue to vest if the award was granted at least one year before retirement and vesting would be accelerated for all SARs granted in 2018 or 2019 in the event of death. Except in the case of a change in control or death, no SARs become exercisable on an accelerated basis. Benefits a NEO may receive on a change of control are discussed below. Executive Income Deferral Program. As described in more detail beginning at page 65, the NEOs participate in the EID Program, which permits the deferral of salary and annual incentive compensation. The last column of the Nonqualified Deferred Compensation Table on page 66 includes each NEO’s aggregate balance at December 31, 2019. The NEOs are entitled to receive their vested amount under the EID Program in case of voluntary termination of employment. In the case of involuntary termination of employment, they are entitled to receive their vested benefit and the amount of the unvested benefit that corresponds to their deferral. In the case of death, disability or retirement after age 65, they or their beneficiaries are entitled to their entire account balance as shown in the last column of the Nonqualified Deferred Compensation table on page 66. In the case of an involuntary termination of employment as of December 31, 2019, each NEO would receive the following: Mr. Creed $15,142,323, Mr. Gibbs $3,372,621, Mr. Turner $0, Mr. Lowings $238,874, Mr. King $0 and Ms. Skeans $416,804. As discussed at page 65, these amounts reflect base salary or bonuses previously deferred by the executive and appreciation on these deferred amounts (see page 65 for discussion of investment alternatives available under the EID). Thus, these EID account balances represent deferred base salary or bonuses (earned in prior years) and appreciation of their accounts based primarily on the performance of the Company’s stock. Leadership Retirement Plan. Under the LRP, participants who became eligible to participate in the plan before January 1, 2019 and are age 55 or older are entitled to a lump sum distribution of their account balance in the quarter following their separation of employment. Alternatively, these participants may elect to be paid in 5 or 10-year installments following the attainment of age 55. If these participants are under age 55 with a vested LRP benefit that, combined with any other deferred compensation benefits covered under Code Section 409A exceeds $19,500, they will not receive a distribution until the calendar quarter that follows the participant’s 55th birthday. Participants who become eligible to participate in LRP after January 1, 2019 (including Messrs. Turner and King) will receive a lump sum distribution following separation from employment unless they elect to be paid in 5 or 10-year installments after attaining age 54. In case of termination of employment as of December 31, 2019, Mr. Turner would have received $23,400 and Mr. King would have received $30,000. Third Country National Plan. Under the TCN, participants age 55 or older are entitled to a lump sum distribution of their account balance in the quarter following their termination of employment. Participants under age 55 who terminate will receive interest annually and their account balance will be distributed in the quarter following their 55th birthday. In case of termination of employment as of December 31, 2019, Mr. Creed would have received $4,087,427 and Mr. Lowings would have received $699,068. Performance Share Unit Awards. If one or more NEOs terminated employment for any reason other than retirement or death or following a change in control and prior to achievement of the performance criteria and vesting period, then the award would be cancelled and forfeited. If the NEO had retired, or died as of December 31, 2019, the PSU award would be paid out based on actual performance for the performance period, subject to a pro rata reduction reflecting the portion of these payouts had occurred on December 31, 2019, the performance period not worked by the NEO. Messrs. Creed, Gibbs, and Lowings and Ms. Skeans would have been entitled to $6,630,288, $2,325,750, $ 274,396, and $1,053,013, respectively, assuming target performance. If any of Pension Benefits. The Pension Benefits Table on page 62 describes the general terms of each pension plan in which the NEOs participate, the years of credited service and the present value of the annuity payable to each NEO assuming 68 | YUM! BRANDS, INC. - 2020 Proxy Statement EXECUTIVE COMPENSATION termination of employment as of December 31, 2019. The table on page 64 provides the present value of the lump sum benefit payable to each NEO when they attain eligibility for Early Retirement (i.e., age 55 with 10 years of service) under the plans. Life Insurance Benefits. For a description of the supplemental life insurance plans that provide coverage to the NEOs, see the All Other Compensation Table on page 57. If the NEOs had died on December 31, 2019, the survivors of Messrs. Creed, Gibbs, Turner, Lowings and King and Ms. Skeans would have received Company-paid life insurance of $3,000,000, $2,300,000, $1,170,000, $1,330,000, $900,000 and $1,323,000, respectively, under this arrangement. Executives and all other salaried employees can purchase additional life insurance benefits up to a maximum combined company paid and additional life insurance of $3.5 million. This additional benefit is not paid or subsidized by the Company and, therefore, is not shown here. Change in Control. Change in control severance agreements are in effect between YUM and certain key executives (including Messrs. Creed, Gibbs, Turner, Lowings and King and Ms. Skeans). These agreements are general obligations of YUM, and provide, generally, that if, within two years subsequent to a change in control of YUM, the employment of the executive is terminated (other than for cause, or for other limited reasons specified in the change in control severance agreements) or the executive terminates employment for Good Reason (defined in the change in control severance agreements to include a diminution of duties and responsibilities or benefits), the executive will be entitled to receive the following: a proportionate annual incentive assuming achievement of target performance goals under the bonus plan or, if higher, assuming continued achievement of actual Company performance until date of termination, a severance payment equal to two times the sum of the executive’s base salary and the target bonus or, if higher, the actual bonus for the year preceding the change in control of the Company, and outplacement services for up to one year following termination. In March 2013, the Company eliminated excise tax gross-ups and implemented a best net after-tax method. See the Company’s CD&A on page 35 for more detail. The change in control severance agreements have a three-year term and are automatically renewable each January 1 for another three-year term. An executive whose employment is not terminated within two years of a change in control will not be entitled to receive any severance payments under the change in control severance agreements. Generally, pursuant to the agreements, a change in control is deemed to occur: (i) if any person acquires 20% or more of the Company’s voting securities (other than securities acquired directly from the Company or its affiliates); (ii) if a majority of the directors as of the date of the agreement are replaced other than in specific circumstances; or (iii) upon the consummation of a merger of the Company or any subsidiary of the Company other than (a) a merger where the Company’s directors immediately before the change in control constitute a majority of the directors of the resulting organization, or (b) a merger effected to implement a recapitalization of the Company in which no person is or becomes the beneficial owner of securities of the Company representing 20% or more of the combined voting power of the Company’s then-outstanding securities. In addition to the payments described above, upon a change in control: All outstanding SARs held by the executive and not otherwise exercisable will fully and immediately vest following a change in control if the executive is employed on the date of the change in control of the Company and is involuntarily terminated (other than by the Company for cause) on or within two years following the change in control. See Company’s CD&A on page 35 for more detail. RSUs under the Company’s EID Program or otherwise held by the executive will automatically vest. Pursuant to the Company’s Performance Share Plan under the LTIP, all PSU awards awarded in the year in which the change in control occurs, will be paid out at target assuming a target level performance had been achieved for the entire performance period, subject to a pro rata reduction to reflect the portion of the performance period after the change in control. All PSUs awarded for performance periods that began before the year in which the change in control occurs will be paid out assuming performance achieved for the performance period was at the greater of target level performance or projected level of performance at the time of the change in control, subject to pro rata reduction to reflect the portion of the performance period after the change in control. In all cases, executives must be employed with the Company on the date of the change in control and involuntarily terminated upon or following the change in control and during the performance period. See Company’s CD&A on page 35 for more detail. YUM! BRANDS, INC. - 2020 Proxy Statement | 69 If a change in control and each NEO’s involuntary termination had occurred as of December 31, 2019, the following payments or other benefits would have been made or become available. Creed $ Gibbs $ Turner $ Lowings $ King $ Skeans $ Severance Payment 8,889,064 4,934,226 2,340,000 3,236,342 3,600,000 3,079,532 Annual Incentive 4,439,630 2,399,800 570,000 1,464,120 900,000 1,165,057 Accelerated Vesting of SARs 16,336,111 5,590,465 2,012,380 5,149,003 Accelerated Vesting of RSUs 5,487,307 1,279,390 2,132,316 Acceleration of PSU Performance/Vesting Outplacement TOTAL CEO Pay Ratio 6,630,288 2,325,750 25,000 25,000 25,000 274,396 25,000 1,053,013 25,000 25,000 36,320,093 20,762,547 4,214,390 6,435,896 6,657,316 10,471,606 Each year Yum! Brands and our franchisees around the world create thousands of restaurant jobs, which are part-time, entry-level opportunities to grow careers at KFC, Pizza Hut and Taco Bell. Wherever we operate, our employee compensation practices comply with local regulations and are designed to attract and retain the best talent. We’re proud that 80% of our Company-owned restaurant general managers located in the U.S. began as hourly employees and often earn competitive pay greater than the average American household income. Approximately 90% of our Company-owned restaurant employees are part-time. At least 60% have been employed by the Company for less than a year. As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and applicable SEC rules, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Creed, our Chief Executive Officer (our “CEO”). The median employee that was to be used for purposes of calculating the ratio below was the same employee (the “2018 median employee”) that was identified as the median employee for purposes of the CEO pay ratio disclosure included in the proxy statement for our 2019 annual meeting of stockholders (the “2018 Pay Ratio Disclosure”) because, except as noted in the next sentence, there has been no change in our employee population or employee compensation arrangements since the 2018 median employee was identified that we believe would significantly impact our pay ratio disclosure. However, because the 2018 median employee was on a leave of absence for a portion of 2019, we believe the impact of that leave on the 2018 median employee’s total compensation for 2019 would result in a significant change to the pay ratio disclosure. Accordingly, and as permitted by SEC rules, we substituted another employee, whose total compensation was substantially similar to the 2018 median employee’s total compensation based on the compensation measure used to select the median employee for purposes of the 2018 Pay Ratio Disclosure, as the median employee for purposes of this disclosure. To identify the 2018 median employee, we used the December 2018 base wages or base salary information for all employees who were employed by us on December 31, 2018, excluding our CEO. We included all full-time and part-time employees and annualized the employees’ base salary or base wages to reflect their compensation for 2018. We believe the use of base wages or base salary for all employees is a consistently applied compensation measure. As of December 31, 2018, our global workforce used for determining the pay ratio was estimated to be 32,076 employees (16,480 in the U.S. and 15,596 internationally). After calculating employee compensation, our median employee was identified as a part-time Taco Bell restaurant employee in the United States. After identifying the median employee, we calculated total annual compensation in accordance with the requirements of the Summary Compensation Table. For 2019, the total compensation of our CEO, as reported in the Summary Compensation Table at page 56, was $16,369,090. The total compensation of our median employee was estimated to be $11,584. As a result, we estimate that our CEO to median employee pay ratio is 1413:1. 70 | YUM! BRANDS, INC. - 2020 Proxy Statement This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. YUM! BRANDS, INC. - 2020 Proxy Statement | 71 AUDIT COMMITTEE REPORT EQUITY COMPENSATION PLAN INFORMATION The following table summarizes, as of December 31, 2019, the equity compensation plans under which we may issue shares of stock to our directors, officers, current employees and former employees. Those plans include the Long Term Incentive Plan (the “LTIP”) and the Restaurant General Manager Stock Option Plan (“RGM Plan”). Plan Category Number of Securities To be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) Equity compensation plans approved by security holders 8,591,475(1) Equity compensation plans not approved by security holders TOTAL 127,913(4) 8,719,388(1) Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights (b) 60.93(2) 51.39(2) 60.76(2) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) 26,359,008(3) 26,359,008(3) Includes 2,473,691 shares issuable in respect of RSUs, performance units and deferred units. (1) (2) Weighted average exercise price of outstanding Options and SARs only. (3) Includes 13,179,504 shares available for issuance of awards of stock units, restricted stock, restricted stock units and performance share unit awards under the LTIP Plan. (4) Awards are made under the RGM Plan. What are the key features of the LTIP? The LTIP provides for the issuance of up to 92,600,000 shares of stock as non-qualified stock options, incentive stock options, SARs, restricted stock, restricted stock units, performance shares or performance units. Only our employees and directors are eligible to receive awards under the LTIP. The purpose of the LTIP is to motivate participants to achieve long range goals, attract and retain eligible employees, provide incentives competitive with other similar companies and align the interest of employees and directors with those of our shareholders. The LTIP is administered by the Management Planning and Development Committee of the Board of Directors (the “Committee”). The exercise price of a stock option grant or SAR under the LTIP may not be less than the closing price of our stock on the date of the grant, and no options or SARs may have a term of more than ten years. The options and SARs that are currently outstanding under the LTIP generally vest over a one to four year period and expire ten years from the date of the grant. Our shareholders approved the LTIP in 1999, and the plan as amended in 2003, 2008 and 2016. The performance measures of the LTIP were re-approved by our shareholders in 2013 and in 2016. What are the key features of the RGM Plan? for the Effective May 20, 2016, we canceled the remaining shares available for issuance under the RGM Plan, except approximately 220,000 shares necessary to satisfy then outstanding awards. No future awards will be made under the RGM Plan. The RGM Plan has provided for the issuance shares of common stock at a price equal to or greater than the closing price of our stock on the date of grant. The RGM Plan allowed us to award non-qualified stock options, SARs, restricted stock and RSUs. Employees, other than executive officers, have been eligible to receive awards under the RGM Plan. The purpose of the RGM Plan was (i) to give restaurant general managers (“RGMs”) the opportunity to become owners of stock, (ii) to align the interests of RGMs with those of YUM’s other shareholders, (iii) to emphasize that the RGM is YUM’s #1 leader, and (iv) to reward the performance of RGMs. In addition, the Plan provides incentives to Area Coaches, Franchise Business Leaders and other supervisory field operation positions that support RGMs and have profit and loss responsibilities within a defined region or area. While all non-executive officer employees have been eligible to receive awards under the RGM plan, all awards granted have been to RGMs or their direct supervisors in the field. Grants to RGMs generally have four year vesting and expire after ten years. The RGM Plan is administered by the Committee, and the Committee has delegated its responsibilities to the Chief People Officer of the Company. The Board of Directors approved the RGM Plan on January 20, 1998. 72 | YUM! BRANDS, INC. - 2020 Proxy Statement AUDIT COMMITTEE REPORT Who serves on the Audit Committee of the Board of Directors? The members of the Audit Committee are Paget L. Alves, Tanya L. Domier, Thomas C. Nelson, P. Justin Skala, Elane B. Stock and Annie Young-Scrivner. Mr. Nelson serves as chair of the Committee. The Board of Directors has determined that all of the members of the Audit Committee are independent within the meaning of applicable SEC regulations and the listing standards of the NYSE and that Mr. Nelson, the chair of the Committee, is qualified as an audit committee financial expert within the meaning of SEC regulations. The Board has also determined that Mr. Nelson has accounting and related financial management expertise within the meaning of the listing standards of the NYSE and that each member of the Committee is financially literate within the meaning of the NYSE listing standards. . What document governs the activities of the Audit Committee? The Audit Committee operates under a written charter adopted by the Board of Directors. The Committee’s responsibilities are set forth in this charter, which was amended and restated effective November 22, 2013. The charter is reviewed by management at least annually, and any recommended changes are presented to the Audit Committee for review and approval. The charter is available on our Web site at http://investors.yum.com/committee-composition-and-charters. What are the responsibilities of the Audit Committee? The Audit Committee assists the Board in fulfilling its responsibilities for general oversight of the integrity of the Company’s financial statements, the adequacy of the Company’s system of internal controls and procedures and disclosure controls and procedures, the Company’s risk management, the Company’s compliance with legal and regulatory requirements, the independent auditors’ qualifications and independence and the performance of the Company’s internal audit function and independent auditors. The Committee has the authority to obtain advice and assistance from outside legal, accounting or other advisors as the Committee deems necessary to carry out its duties and receive appropriate funding, as determined by the Committee, from the Company for such advice and assistance. The Committee has sole authority over the selection of the Company’s independent auditors and manages the Company’s relationship with its independent auditors (who report directly to the Committee). KPMG LLP has served as the Company’s independent auditors since 1997. Each year, the Committee evaluates the performance, qualifications and independence of the independent auditors. The Committee is also involved in the selection of the lead audit partner. In evaluating the Company’s independent auditors, the Committee considers the quality of the services provided, as well as the independent auditors’ and lead partner’s capabilities and technical expertise and knowledge of the Company’s operations and industry. The Committee met 7 times during 2019. The Committee schedules its meetings with a view to ensuring that it devotes appropriate attention to all of its tasks. The Committee’s meetings generally include private sessions with the Company’s independent auditors and with the Company’s internal auditors, in each case without the presence of the Company’s management, as well as executive sessions consisting of only Committee members. In addition to the scheduled meetings, senior management confers with the Committee or its Chair from time to time, as senior management deems advisable or appropriate, in connection with issues or concerns that arise throughout the year. Management is responsible for the Company’s financial reporting process, including its system of internal control over financial reporting, and for the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the U.S. The Company’s independent auditors are responsible for auditing those financial statements in accordance with professional standards and expressing an opinion as to their material conformity with U.S. generally accepted accounting principles and for auditing the effectiveness of the Company’s internal control over financial reporting. The Committee’s responsibility is to monitor and review the Company’s financial reporting process and discuss management’s report on the Company’s internal control over financial reporting. It is not the Committee’s duty or responsibility to conduct audits or accounting reviews or procedures. The Committee has relied, without independent verification, on management’s representations that the financial statements have been prepared with integrity and objectivity and in conformity with accounting principles generally accepted in the U.S. and that the Company’s internal control over YUM! BRANDS, INC. - 2020 Proxy Statement | 73 financial reporting is effective. The Committee has also relied, without independent verification, on the opinion of the independent auditors included in their report regarding the Company’s financial statements and effectiveness of internal control over financial reporting. What matters have members of the Audit Committee discussed with management and the independent auditors? As part of its oversight of the Company’s financial statements, the Committee reviews and discusses with both management and the Company’s independent auditors all annual and quarterly financial statements prior to their issuance. With respect to each 2019 fiscal reporting period, management advised the Committee that each set of financial statements reviewed had been prepared in accordance with accounting principles generally accepted in the U.S., and reviewed significant accounting and disclosure issues with the Committee. These reviews included discussions with the independent auditors of matters required to be discussed pursuant to Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 1301 (Communication with Audit Committees), including the quality (not merely the acceptability) of the Company’s accounting principles, the reasonableness of significant judgments, the clarity of disclosures in the financial statements and disclosures related to critical accounting practices. The Committee has also discussed with KPMG LLP matters relating to its independence, including a review of audit and non-audit fees and the written disclosures and letter received from KPMG LLP required by applicable requirements of the PCAOB regarding KPMG LLP’s communications with the Committee concerning independence. The Committee also considered whether non-audit services provided by the independent auditors are compatible with the independent auditors’ independence. The Committee also received regular updates, and written summaries as required by the PCAOB rules (for tax and other services), on the amount of fees and scope of audit, audit-related, tax and other services provided. In addition, the Committee reviewed key initiatives and programs aimed at strengthening the effectiveness of the Company’s internal and disclosure control structure. As part of this process, the Committee continued to monitor the scope and adequacy of the Company’s internal auditing program, reviewing staffing levels and steps taken to implement recommended improvements in internal procedures and controls. The Committee also reviews and discusses legal and compliance matters with management, and, as necessary or advisable, the Company’s independent auditors. Has the Audit Committee made a recommendation regarding the audited financial statements for fiscal 2019? Based on the Committee’s discussions with management and the independent auditors and the Committee’s review of the representations of management and the report of the independent auditors to the Board of Directors and shareholders, and subject to the limitations on the Committee’s role and responsibilities referred to above and in the Audit Committee Charter, the Committee recommended to the Board of Directors that it include the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 for filing with the SEC. Who prepared this report? This report has been furnished by the members of the Audit Committee: Thomas C. Nelson, Chairperson Paget L. Alves Tanya L. Domier P. Justin Skala Elane B. Stock Annie Young-Scrivner 74 | YUM! BRANDS, INC. - 2020 Proxy Statement ADDITIONAL INFORMATION Who pays the expenses incurred in connection with the solicitation of proxies? Expenses in connection with the solicitation of proxies will be paid by us. Proxies are being solicited principally by mail, by telephone and through the Internet. In addition, our directors, officers and regular employees, without additional compensation, may solicit proxies personally, by e-mail, telephone, fax or special letter. We will reimburse brokerage firms and others for their expenses in forwarding proxy materials to the beneficial owners of our shares. How may I elect to receive shareholder materials electronically and discontinue my receipt of paper copies? YUM shareholders with shares registered directly in their name who received shareholder materials in the mail may elect to receive future annual reports and proxy statements from us and to vote their shares through the Internet instead of receiving copies through the mail. We are offering this service to provide shareholders with added convenience, to reduce our environmental impact and to reduce Annual Report printing and mailing costs. To take advantage of this option, shareholders must subscribe to one of the various commercial services that offer access to the Internet. Costs normally associated with electronic access, such as usage and telephone charges, will be borne by the shareholder. To elect this option, go to www.computershare.com, click on Shareholder Account Access, log in and locate the option to receive Company mailing via e-mail. Shareholders who elect this option will be notified by mail how to access the proxy materials and how to vote their shares on the Internet or by phone. If you consent to receive future proxy materials electronically, your consent will remain in effect unless it is withdrawn by writing our Transfer Agent, Computershare, Inc., 462 South 4th Street, Suite 1600, Louisville, Kentucky 40202 or by logging onto our Transfer Agent’s website at www.computershare.com and following the applicable instructions. Also, while this consent is in effect, if you decide you would like to receive a hard copy of the proxy materials, you may call, write or e-mail Computershare, Inc. I share an address with another shareholder and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials? The Company has adopted a procedure called “householding” which has been approved by the SEC. The Company and some brokers household proxy materials, delivering a single Notice and, if applicable, this proxy statement and Annual Report, to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders or they participate in electronic delivery of proxy materials. Shareholders who participate in householding will continue to access and receive separate proxy cards. This process will help reduce our printing and postage fees, as well as save natural resources. If at any time you no longer wish to participate in householding and would prefer to receive a separate proxy statement, or if you are receiving multiple copies of the proxy statement and wish to receive only one, please notify your broker if your shares are held in a brokerage account or us if you hold registered shares. You can notify us by sending a written request to YUM! Brands, Inc., Investor Relations, 1441 Gardiner Lane, Louisville, KY 40213 or by calling Investor Relations at 1 (888) 298-6986 or by sending an e-mail to yum.investor@yum.com. YUM! BRANDS, INC. - 2020 Proxy Statement | 75 ADDITIONAL INFORMATION May I propose actions for consideration at next year’s Annual Meeting of Shareholders or nominate individuals to serve as directors? Under the rules of the SEC, if a shareholder wants us to include a proposal in our proxy statement and proxy card for presentation at our 2021 Annual Meeting of Shareholders, the proposal must be received by us at our principal executive offices at YUM! Brands, Inc., 1441 Gardiner Lane, Louisville, Kentucky 40213 by December 4, 2020. The proposal should be sent to the attention of the Corporate Secretary. Under our bylaws, certain procedures are provided that a shareholder must follow to nominate persons for election as directors or to introduce an item of business at an Annual Meeting of Shareholders that is not included in our proxy statement. These procedures provide that nominations for director nominees and/or an item of business to be introduced at an Annual Meeting of Shareholders must be submitted in writing to our Corporate Secretary at our principal executive offices and you must include information set forth in our bylaws. We must receive the notice of your intention to introduce a nomination or to propose an item of business at our 2021 Annual Meeting no later than the date specified in our bylaws. If the 2021 Annual Meeting is not held within 30 days before or after the anniversary of the date of this year’s Annual Meeting, then the nomination or item of business must be received by the tenth day following the earlier of the date of mailing of the notice of the meeting or the public disclosure of the date of the meeting. Assuming that our 2021 Annual Meeting is held within 30 days of the anniversary of this Annual Meeting, we must receive notice of your intention to introduce a nomination or other item of business at that meeting by February 13, 2021. In addition, our bylaws provide for proxy access for director nominations by shareholders (as described at page 18). A shareholder, or group of up to 20 shareholders, owning continuously for at least three years shares of YUM common stock representing an aggregate of at least 3% of our outstanding shares, may nominate, and include in YUM’s proxy materials, director nominees constituting up to 20% of YUM’s Board, provided that the shareholder(s) and nominee(s) satisfy the requirements in YUM’s bylaws. Notice of proxy access director nominees must be received no earlier than November 4, 2020, and no later than December 4, 2020. The Board is not aware of any matters that are expected to come before the 2020 Annual Meeting other than those referred to in this proxy statement. If any other matter should come before the Annual Meeting, the individuals named on the form of proxy intend to vote the proxies in accordance with their best judgment. The chairman of the Annual Meeting may refuse to allow the transaction of any business, or to acknowledge the nomination of any person, not made in compliance with the foregoing procedures. Bylaw Provisions. You may contact YUM’s Corporate Secretary at the address mentioned above for a copy of the relevant bylaw provisions regarding the requirements for making shareholder proposals and nominating director candidates. 76 | YUM! BRANDS, INC. - 2020 Proxy Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2019 For the transition period from to Commission file number 1-13163 YUM! BRANDS, INC. (Exact name of registrant as specified in its charter) North Carolina (State or other jurisdiction of incorporation or organization) 1441 Gardiner Lane, Louisville, Kentucky (Address of principal executive offices) 13-3951308 (I.R.S. Employer Identification No.) 40213 (Zip Code) (502) 874-8300 Registrant’s telephone number, including area code: Title of Each Class SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Trading Symbol(s) Name of Each Exchange on Which Registered Common Stock, no par value YUM New York Stock Exchange SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None Indicate by check mark Yes No • if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. (cid:129) if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. (cid:129) 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. (cid:129) whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). (cid:129) whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large Smaller Emerging Accelerated Filer: Accelerated Filer: Non-accelerated Filer: Reporting Company: Growth Company: (cid:129) If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. (cid:129) whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). The aggregate market value of the voting stock (which consists solely of shares of Common Stock) held by non-affiliates of the registrant as of June 30, 2019 computed by reference to the closing price of the registrant’s Common Stock on the New York Stock Exchange Composite Tape on such date was approximately $33.6 billion. All executive officers and directors of the registrant have been deemed, solely for the purpose of the foregoing calculation, to be “affiliates” of the registrant. The number of shares outstanding of the registrant’s Common Stock as of February 12, 2020 was 300,822,322 shares. Portions of the definitive proxy statement furnished to shareholders of the registrant in connection with the annual meeting of shareholders to be held on May 14, 2020 are incorporated by reference into Part III. DOCUMENTS INCORPORATED BY REFERENCE Table of Contents PART I ITEM 1 ITEM 1A ITEM 1B ITEM 2 ITEM 3 ITEM 4 PART II ITEM 5 ITEM 6 ITEM 7 ITEM 7A ITEM 8 ITEM 9 ITEM 9A ITEM 9B PART III ITEM 10 ITEM 11 ITEM 12 ITEM 13 ITEM 14 PART IV ITEM 15 Business Risk Factors Unresolved Staff Comments Properties Legal Proceedings Mine Safety Disclosures Market for the Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities Selected Financial Data Management’s Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures About Market Risk Financial Statements and Supplementary Data Changes In and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions, and Director Independence Principal Accountant Fees and Services Exhibits and Financial Statement Schedules 2 2 5 15 15 15 16 17 17 19 21 38 39 84 84 84 85 85 85 85 85 85 86 86 Forward-Looking Statements In this Form 10-K, as well as in other written reports and oral statements, we present “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend all forward-looking statements to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, and we are including this statement for purposes of complying with those safe harbor provisions. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and by the use of forward- looking words such as “expect,” “expectation,” “believe,” “anticipate,” “may,” “could,” “intend,” “belief,” “plan,” “estimate,” “target,” “predict,” “likely,” “seek,” “project,” “model,” “ongoing,” “will,” “should,” “forecast,” “outlook” or similar terminology. Forward-looking statements are based on our current expectations, estimates, assumptions and/or projections, our perception of historical trends and current conditions, as well as other factors that we believe are appropriate and reasonable under the circumstances. Forward-looking statements are neither predictions nor guarantees of future events, circumstances or performance and are inherently subject to known and unknown risks, uncertainties and assumptions that could cause our actual results to differ materially from those indicated by those statements. There can be no assurance that our expectations, estimates, assumptions and/or projections will be achieved. Factors that could cause actual results and events to differ materially from our expectations and forward-looking statements include (i) the risks and uncertainties described in the Risk Factors included in Part I, Item 1A of this Form 10-K and (ii) the factors described in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Part II, Item 7 of this Form 10-K. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. The forward-looking statements included in this Form 10-K are only made as of the date of this Form 10-K and we disclaim any obligation to publicly update any forward-looking statement to reflect subsequent events or circumstances. YUM! BRANDS, INC. - 2019 Form 10-K 1 PART I ITEM 1 Business Yum! Brands, Inc. (referred to herein as “YUM”, the “Registrant” or the “Company”), was incorporated under the laws of the state of North Carolina in 1997. The principal executive offices of YUM are located at 1441 Gardiner Lane, Louisville, Kentucky 40213, and the telephone number at that location is (502) 874-8300. Our website address is https://www.yum.com. YUM, together with its subsidiaries, is referred to in this Form 10-K annual report (“Form 10-K”) as the Company. The terms “we,” “us” and “our” are also used in the Form 10-K to refer to the Company. Throughout the terms “restaurants,” this Form 10-K, “stores” and “units” are used interchangeably. While YUM does not directly own or operate any restaurants, throughout this document we may refer to restaurants that are owned or operated by our subsidiaries as being Company-owned. Overview of Business YUM has over 50,000 restaurants in more than 150 countries and territories primarily operating under the three concepts of KFC, Pizza Hut and leaders of the chicken, pizza and Mexican-style food categories, respectively. At Taco Bell (the “Concepts”). These three concepts are global December 31, 2019, 98% of our units are operated by independent franchisees or licensees under the terms of franchise or license agreements. The terms “franchise” or “franchisee” within this Form 10-K are meant to describe third parties that operate units under either franchise or license agreements. Following is a summary of our Concepts’ operations and a brief description of each Concept as of and for the year ended December 31, 2019: KFC Division Pizza Hut Division Taco Bell Division YUM Number of Units % of Units International Number of Countries and Territories % Franchised System Sales(a) (in Millions) 24,104 18,703 7,363 50,170 83% 61% 8% 64% 144 113 30 152 99% 99% 94% 98% $ 27,900 12,900 11,784 $ 52,584 (a) Constitutes sales of all restaurants, both Company-owned and franchised. See further discussion of this non-GAAP measure within Part II, Item 7 of this Form 10-K. K - 0 1 m r o F the restaurant KFC (cid:129) KFC was founded in Corbin, Kentucky by Colonel Harland D. Sanders, an early developer of the quick service food business and a pioneer of franchise concept. The Colonel perfected his secret blend of 11 herbs and spices for Kentucky Fried Chicken in 1939 and signed up his first franchisee in 1952. KFC restaurants across the world offer fried and non-fried chicken products strips, chicken-on-the-bone and other chicken products marketed under a variety of names. sandwiches, chicken such as world specializing in the sale of ready-to-eat pizza products. Pizza Hut operates in the delivery, carryout and casual dining segments around the world. Taco Bell (cid:129) The first Taco Bell restaurant was opened in 1962 by Glen Bell in Downey, California, and in 1964, the first Taco Bell franchise was sold. Taco Bell specializes in Mexican-style food products, including various types of tacos, burritos, quesadillas, salads, nachos and other related items. Pizza Hut (cid:129) The first Pizza Hut restaurant was opened in 1958 in Wichita, Kansas, and within a year, franchise unit was opened. Today, Pizza Hut is the largest restaurant chain in the the first 2 YUM! BRANDS, INC. - 2019 Form 10-K Business Strategy Through our Recipe for Growth and Good we intend to unlock the growth potential of our Concepts and YUM, drive increased collaboration across our Concepts and geographies and consistently deliver better customer experiences, improved economics and higher rates of growth. Key enablers include accelerated use of technology and better leverage of our systemwide scale. Our Recipe for Growth is based on four key drivers: (cid:129) Unrivaled Culture and Talent: Leverage our culture and people capability to fuel brand performance and franchise success (cid:129) Unmatched Operating Capability: Recruit and equip the best restaurant operators in the world to deliver great customer experiences (cid:129) Relevant, Easy and Distinctive Brands: Innovate and elevate iconic restaurant brands people trust and champion (cid:129) Bold Restaurant Development: Drive market and franchise expansion with strong economics and value Our Recipe for Good reflects our global citizenship and sustainability strategy and practices, while reinforcing our public commitment to drive socially responsible growth, risk management and sustainable stewardship of our food, planet and people. Information about Operating Segments As of December 31, 2019, YUM consists of segments: three operating (cid:129) The KFC Division which includes the worldwide operations of the KFC concept (cid:129) The Pizza Hut Division which includes the worldwide operations of the Pizza Hut concept (cid:129) The Taco Bell Division which includes the worldwide operations of the Taco Bell concept Franchise Agreements The franchise programs of the Company are designed to promote consistency and quality, and the Company is selective in granting franchises. The Company is focused on partnering with franchisees who have the commitment, capability and capitalization to grow our Concepts. Franchisees can range in size from individuals owning just one restaurant to large publicly-traded companies. term, by reinvesting in the business. The Company utilizes both store-level franchise and master franchise programs to grow its businesses. Of our over 49,000 franchised units at December 31, 2019, approximately 30% operate under our master franchise programs, including over 8,800 units in mainland China. The remainder of our franchise units operate under store-level franchise agreements. Under both types of franchise programs, franchisees supply capital by purchasing or leasing the land, building, equipment, signs, seating, inventories and supplies and, over the In certain historical longer refranchising transactions the Company may have retained ownership of land and building and continues to lease them to the franchisee. typically franchise require payment to the Company of certain upfront fees such as initial fees paid upon opening of a store, fees paid to renew the term of the franchise agreement and fees paid in the event the franchise agreement is transferred to another franchisee. Franchisees also pay monthly continuing fees based on a percentage of their restaurants’ sales (typically 4% - 6%) and are required to spend a certain amount to advertise and promote the brand. Under master franchise the Company enters into agreements that allow arrangements, agreements Store-level PART I ITEM 1 Business master franchisees to operate restaurants as well as sub-franchise restaurants within certain geographic territories. Master franchisees are typically responsible for overseeing development within their territories and performing certain other administrative duties with In exchange, master regard to the oversight of sub-franchisees. franchisees retain a certain percentage of fees payable by the sub-franchisees under their franchise agreements and typically pay lower fees for the restaurants they operate. Our largest master franchisee, Yum China, pays the Company a continuing fee of 3% on system sales of our Concepts in mainland China. The Company seeks to maintain strong and open relationships with its franchisees and their representatives. To this end, the Company invests a significant amount of time working with the franchisee community and their representative organizations on key aspects of operational the improvements and standards and management techniques. equipment, products, business, including Restaurant Operations Through its Concepts, YUM develops, operates and franchises a worldwide system of both traditional and non-traditional Quick Service Restaurants (“QSR”). Traditional units can feature dine-in, carryout, drive-thru and delivery services. Non-traditional units include express units and kiosks that have a more limited menu, usually generate lower sales volumes and operate in non-traditional locations like malls, airports, gasoline service stations, train stations, subways, convenience stores, stadiums, amusement parks and colleges, where a full-scale traditional outlet would not be practical or efficient. Most restaurants in each Concept offer consumers the ability to dine in and/or carryout food. In addition, Taco Bell and KFC offer a drive- thru option in many stores. Pizza Hut offers a drive-thru option on a much more limited basis. Pizza Hut typically offers delivery service, while, on a more limited but expanding basis, KFC and Taco Bell allow for consumers to have the Concepts’ food delivered either through store-level or third-party delivery services. and local product preparation including food safety and quality, Restaurant management structure varies by Concept and unit size. Generally, each restaurant is led by a restaurant general manager (“RGM”), together with one or more assistant managers, depending on the operating complexity and sales volume of the restaurant. Each Concept issues detailed manuals, which may then be customized to meet regulations and customs. These manuals set forth standards and requirements for all aspects of food restaurant operations, equipment handling maintenance, control procedures. The restaurant management teams are responsible for the day-to-day operation of each unit and for ensuring compliance with operating standards. CHAMPS – which stands for Cleanliness, Hospitality, Accuracy, Maintenance, Product Quality and Speed of Service – is our proprietary systemwide program for training, measuring and rewarding employee performance against key customer measures. CHAMPS is intended to align the operating processes of our entire system around one core set of standards. RGMs’ efforts, including CHAMPS performance measures, are monitored by Area Coaches, where sufficient scale allows. Area Coaches typically work with approximately six to twelve restaurants. procedures, accounting standards facility and Supply and Distribution The Company and franchisees of the Concepts are substantial purchasers of a number of food and paper products, equipment and other restaurant supplies. The principal items purchased include chicken, cheese, beef and pork products, paper and packaging materials. Prices paid for these supplies fluctuate. When prices YUM! BRANDS, INC. - 2019 Form 10-K 3 F o r m 1 0 - K PART I ITEM 1 Business increase, the Concepts may attempt to pass on such increases to their customers, although there is no assurance that this can be done practically. The Company does not typically experience significant continuous shortages of supplies, and alternative sources for most of these products are generally available. In the U.S., the Company, along with the representatives of the Company’s KFC, Pizza Hut and Taco Bell franchisee groups, are members of Restaurant Supply Chain Solutions, LLC (“RSCS”), which is responsible for purchasing certain restaurant products and equipment. The core mission of RSCS is to provide the lowest possible sustainable store-delivered prices for restaurant products and equipment. This arrangement combines the purchasing power of the Company-owned and franchisee restaurants, which the Company believes leverages the system’s scale to drive cost savings and effectiveness in the purchasing function. The Company also believes that RSCS fosters closer alignment of interests and a stronger relationship with its franchisee community. Most food products, paper and packaging supplies, and equipment used in restaurant operations are distributed to individual restaurant In the U.S., McLane units by third-party distribution companies. Foodservice, Inc. is the exclusive distributor for the majority of items used in Company-owned restaurants and for a substantial number of franchisee stores. Outside the U.S., we and our Concepts’ franchisees primarily use decentralized sourcing and distribution systems involving many different global, regional and local suppliers and distributors. Our international franchisees generally select and manage their own third-party suppliers, subject internal standards. All suppliers and distributors are expected to provide products/services that comply with all applicable laws, rules and regulations in the state and/or country in which they operate as well as comply with our internal standards. to our their Advertising and Promotional Programs Company-owned and franchise restaurants are required to spend a respective restaurants’ sales on advertising percentage of programs with the goal of increasing sales and enhancing the reputation of the Concepts. Advertising may be conducted nationally, regionally and locally. When multiple franchisees operate in the same country or region the national and regional advertising spending is typically conducted by a cooperative to which the franchisees and Company-owned stores, if any, contribute funds as a percentage of restaurants’ sales. The contributions are primarily used to pay for expenses relating to purchasing media for advertising, market research, commercial production, talent payments and other support functions for the respective Concepts. We have the right to control the advertising activities of certain advertising cooperatives, typically in markets where we have Company-owned stores, through our majority voting rights. K - 0 1 m r o F Trademarks and Patents The Company and its Concepts own numerous registered trademarks and service marks. The Company believes that many of these marks, including its Kentucky Fried Chicken®, KFC®, Pizza Hut® and Taco Bell® marks, have significant value and are materially important to its business. The Company’s policy is to pursue registration of its important marks whenever feasible and to oppose vigorously any infringement of its marks. these marks by franchisees has been The use of certain of authorized in our franchise agreements. Under current law and with proper use, the Company’s rights in its marks can generally last indefinitely. The Company also has certain patents on restaurant equipment which, while valuable, are not currently considered material to its business. 4 YUM! BRANDS, INC. - 2019 Form 10-K Working Capital Information about is included in MD&A in Part II, Item 7 and the Consolidated Statements of Cash Flows in Part II, Item 8. the Company’s working capital Seasonal Operations The Company does not consider its operations to be seasonal to any material degree. restaurant Competition The retail food industry, in which our Concepts compete, is made up of supermarkets, supercenters, warehouse stores, convenience stores, coffee shops, snack bars, delicatessens and restaurants (including those in the QSR segment), and is intensely competitive with respect to price and quality of food products, new product development, digital engagement, advertising levels and promotional location and initiatives, customer service reputation, attractiveness and maintenance of properties. Competition has also increased from and been enabled by delivery aggregators and other food delivery services in recent years, particularly in urbanized areas. The retail food industry is often affected by changes in consumer regional or local economic conditions; currency tastes; national, fluctuations; demographic trends; traffic patterns; the type, number and location of competing food retailers and products; and disposable purchasing power. Within the retail food industry, each of our Concepts competes with international, national and regional chains as well as locally-owned establishments, not only for customers, but also for management and hourly personnel, suitable real estate sites and qualified franchisees. Given the various types and vast number of competitors, our Concepts do not constitute a significant portion of the retail food industry in terms of number of system units or system sales, either on a worldwide or individual country basis. Environmental Matters local The Company is not aware of any federal, state or its laws or environmental earnings or competitive position, or in material capital expenditures. However, the Company cannot predict the effect on its operations or regulations. During 2019, there were no material capital expenditures for environmental control facilities and no such material expenditures are anticipated. regulations that will materially affect result environmental legislation possible future of accommodation, competition, public Government Regulation U.S. Operations. The Company and its U.S. operations, as well as our franchisees, are subject to various federal, state and local laws affecting its business, including laws and regulations concerning information security, labor and employment, health, marketing, food labeling, sanitation and safety. Each of our and our Concepts’ franchisees’ restaurants in the U.S. must comply with licensing requirements and regulations promulgated by a number of governmental authorities, which include health, sanitation, safety, fire and zoning agencies in the state and/or In addition, each municipality in which the restaurant is located. laws that Concept must comply with various state and federal regulate the franchisor/franchisee relationship. To date, the Company has not been materially adversely affected by such licensing requirements and regulations or by any difficulty, delay or failure to obtain required licenses or approvals. PART I ITEM 1A Risk Factors franchisees’ International Operations. Our and our Concepts’ laws restaurants outside the U.S. are subject to national and local and regulations which are similar to those affecting U.S. restaurants. The restaurants outside the U.S. are also subject to tariffs and regulations on imported commodities and equipment and laws regulating foreign investment, as well as anti-bribery and anti- corruption laws. See Item 1A “Risk Factors” for a discussion of risks relating to federal, state, local and international regulation of our business. Employees As of year end 2019, the Company and its subsidiaries employed approximately 34,000 persons. The Company believes that it provides working conditions and compensation that compare its principal competitors. The majority of favorably with those of employees are paid on an hourly basis. Some employees are subject to labor council relationships that vary due to the diverse countries in which the Company operates. The Company and its Concepts consider employee relations to be good. Available Information The Company makes available, through the Investor Relations section of its internet website at https://www.yum.com, its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after electronically filing such material with the Securities and Exchange Commission (“SEC”) at https://www.sec.gov. Our Corporate Governance Principles and our Code of Conduct are also located within the Investor Relations section of the Company’s website. The reference to the Company’s website address does not constitute incorporation by reference of the information contained on the website this document. These documents, as well as our SEC filings, are available in print free of charge to any shareholder who requests a copy from our Investor Relations Department. and should not be considered part of ITEM 1A Risk Factors factors that could cause our actual You should carefully review the risks described below as they identify results to differ important materially from our forward-looking statements and historical trends. Any of the following risk factors, either by itself or together with other risk factors, could materially adversely affect our business, results of operations, cash flows and/or financial condition. In addition, Food safety and food-borne illness concerns may have an adverse effect on our business. Food-borne illnesses, such as E. coli, Listeria, Salmonella and Trichinosis, occur or may occur within our system from time to time. food safety issues such as food tampering, contamination and adulteration occur or may occur within our system from time to time. Any report or publicity linking us or one of our Concepts’ restaurants, including restaurants operated by us or our Concepts’ franchisees, or linking our competitors or the retail food industry generally, to instances of food-borne illness or food safety issues could adversely affect our Concepts’ brands and reputations as well as our revenues and profits, and possibly lead to product investigations or actions, and liability claims, litigation, governmental damages. restaurants If a customer of one of our Concepts’ becomes ill from food borne illnesses or as a result of food safety issues, restaurants in our system may be temporarily closed, which could disrupt our operations and have a material adverse effect on our business, In addition, instances or allegations of food-borne illness or food safety issues, real or perceived, involving our restaurants, restaurants of competitors, or our suppliers or distributors (regardless of whether we use or have used those suppliers or distributors), or otherwise involving the types of food served at our restaurants, could result in negative publicity that could adversely affect either our or our Concepts’ franchisees’ revenues and profits. The occurrence of food-borne illnesses or food safety issues could also adversely affect financial condition and results of operations. the price and availability of affected ingredients, which could result in disruptions in our supply chain and/or lower margins for us and our Concepts’ franchisees. Health concerns arising from the outbreak of a health epidemic or pandemic, including the coronavirus, may have an adverse effect on our business. Our business could be materially and adversely affected by the outbreak of a widespread health epidemic or pandemic, including arising from various strains of avian flu or swine flu, such as H1N1, or located in regions from which we the coronavirus, particularly if derive a significant amount of revenue or profit. The occurrence of such an outbreak or other adverse public health developments could materially disrupt our business and operations. Such events could also significantly impact our industry and cause a temporary closure of restaurants, which could severely disrupt our or our franchisees’ operations and have a material adverse effect on our business, financial condition and results of operations. In late 2019, a novel strain of coronavirus was first detected in Wuhan, China. Following the outbreak of this virus, the Chinese government has quarantined certain affected regions and certain travel restrictions have been imposed. We have a significant number of KFC and Pizza Hut Concept restaurants located in mainland China, operated by our master franchisee, Yum China. Many of our restaurants located within mainland China have been temporarily closed, have shortened operating hours and/or have otherwise been the coronavirus, and these adversely affected by the impact of developments have also impacted the ability of Yum China’s suppliers to provide food and other needed supplies at our Concepts’ restaurants in mainland China. Additionally, other nearby franchisees, such as those in Hong Kong and Taiwan, have F o r m 1 0 - K YUM! BRANDS, INC. - 2019 Form 10-K 5 PART I ITEM 1A Risk Factors experienced significant sales declines as well. We are unable to accurately predict the impact that the coronavirus will have on our results of operations, due to uncertainties including the ultimate geographic spread of the virus within and outside of China, the severity of the disease, the duration of the outbreak, and actions that may be taken by governmental authorities to contain the coronavirus or to treat its impact. However, while it is premature to accurately predict the ultimate impact of these developments, we expect our results for the quarter ending March 31, 2020 to be significantly impacted with potential continuing, adverse impacts beyond March 31, 2020. In addition, our operations could be disrupted if any of our employees or employees of our business partners were suspected of having the avian flu or swine flu, or other illnesses such as hepatitis A, norovirus or coronavirus, since this could require us or our business partners to quarantine some or all of such employees or disinfect our restaurant facilities. Outbreaks of avian flu occur from time to time around the world, and such outbreaks have resulted in confirmed human cases. It is possible that outbreaks could reach pandemic levels. Public concern over avian flu generally may cause fear about the consumption of chicken, eggs and other products derived from poultry, which could cause customers to consume less poultry and related products. Because poultry is a menu offering for our Concepts, this would likely result in lower revenues and profits for us and our Concepts’ franchisees. Avian flu outbreaks could also adversely affect the price and availability of poultry, which could negatively impact profit margins and revenues for us and our Concepts’ franchisees. traffic or restaurant guest Furthermore, other viruses may be transmitted through human contact, and the risk of contracting viruses could cause employees or guests to avoid gathering in public places, which could adversely affect the ability to adequately staff restaurants. We could also be adversely affected if government authorities impose mandatory closures, seek voluntary closures, impose restrictions on operations of restaurants, or restrict the import if suppliers issue mass recalls of or export of products, or products. Even if such measures are not implemented and a virus or other disease does not spread significantly, the perceived risk of infection or health risk may adversely affect our business and operating results. K - 0 1 m r o F franchisees, and our percentage of Our operating results and growth strategies are closely and increasingly tied to the success of our Concepts’ franchisees. The vast majority (98%) of our restaurants are operated by our Concepts’ franchise-owned restaurants has increased in recent years. Our refranchising efforts have increased our dependence on the financial success and cooperation of our Concepts’ franchisees. In addition, our long-term system sales growth targets depend on maintaining the pace of our net system unit growth rate. Nearly all of this unit growth is expected to result from new unit openings by our Concepts’ franchisees. We increasingly also rely on master franchisees, who have rights to license to sub-franchisees the right to develop and operate restaurants, to achieve our expectations for new unit development. If our Concepts’ franchisees and master franchisees do not meet our expectations for new unit development, we may fall short of our system sales targets. In addition, we have franchise relationships that are particularly important to our business, such as our relationship with Yum China as described in a subsequent risk factor below, our strategic alliance with Telepizza Group S.A., who is the master in Latin America (excluding Brazil) and franchisee of Pizza Hut 6 YUM! BRANDS, INC. - 2019 Form 10-K portions of Europe, and our relationship with certain large franchisees, such as NPC International, Inc. the largest operator of Pizza Hut restaurants in the United States. Any failure to realize the expected benefits of such franchise relationships may adversely impact our business and operating results. provide our Concept’s We have limited control over how our Concepts’ franchisees’ businesses are run, and their inability to operate successfully could adversely affect our operating results through decreased fees paid to us for royalties, advertising funds contributions, and other discrete franchisees to services we may (e.g. management of e-commerce platform). If our Concepts’ franchisees fail to adequately capitalize their businesses or incur too much debt, if their operating expenses or commodity prices increase or if economic or sales trends deteriorate such that they are unable to operate profitably or repay existing debt, it could result in their financial distress, including insolvency or bankruptcy, or the inability to meet development targets or obligations. If a significant franchisee of one of our Concepts becomes, or a significant number of our Concepts’ financially distressed, our operating results could be impacted through reduced or delayed fee payments that cause us to record bad debt expense, reduced advertising fund contributions, and reduced new unit development. In addition, we are secondarily liable on certain of our Concepts’ franchisees’ restaurant lease agreements, including lease agreements that we have guaranteed or assigned to franchisees in connection with the refranchising of certain Company-owned restaurants. Our operating results could be impacted by any increased rent obligations for such leased properties to the extent our Concepts’ In addition, franchisees to adequately engage in succession planning may adversely affect their restaurant operations and the development of new restaurants, which in turn could hurt our business. franchisees default on such lease agreements. in the aggregate become, the failure of our Concepts’ franchisees Our success also depends on the willingness and ability of our Concepts’ franchisees to implement marketing programs and major initiatives such as restaurant remodels or equipment or technology upgrades, which may require financial investment. Our Concepts may be unable to successfully implement strategies that we believe are necessary for franchisees do not participate, which in turn may harm the growth prospects and financial condition of the Company. Additionally, the failure of our Concepts’ restaurant franchisees to focus on key elements of operations, such as quality, service and cleanliness (even if such failures do not rise to the level of breaching the related franchise documents) may be attributed by guests to our Concepts’ entire brand and could have a negative impact on our business. further growth if their Our reliance on master franchise arrangements can decrease our level of control over our Concepts’ restaurants and increase certain risks arising from franchise operations. For example, we rely on our master sub-franchisee compliance with our operating standards, and a failure to comply with such standards could adversely affect our business. and enforce to monitor franchisees We may not achieve our target development goals, aggressive development could cannibalize existing sales and new restaurants may not be profitable. Our growth strategy depends on our and our Concepts’ franchisees’ ability to increase the number of restaurants around the world. The successful development of new units depends in large part on the ability of our Concepts’ franchisees to open new restaurants and to operate these restaurants profitably. Effectively managing growth can be challenging, particularly as we expand into new markets internationally, and we cannot guarantee that we, or our Concepts’ including Yum China, will be able to achieve our franchisees, that new restaurants will be operated expansion goals or profitably. Further, there is no assurance that any new restaurant will produce operating results to those of our existing similar restaurants. Other risks that could impact our ability to increase the number of our restaurants include prevailing economic conditions and trade or economic policies or sanctions, our ability to attract new franchisees, construction and development costs of new restaurants, and our, or our Concepts’ franchisees’, ability to obtain suitable restaurant locations, negotiate acceptable lease or purchase terms for the locations, obtain required permits and approvals in a timely manner, hire and train qualified management teams and restaurant crews, and meet construction schedules. Expansion into markets could also be affected by our Concepts’ franchisees’ willingness to invest capital or ability to obtain financing to construct and open new restaurants. If it becomes more difficult or more expensive for our Concepts’ franchisees to obtain financing to the perceived return on invested develop new restaurants, or if capital the expected growth of our system could slow and our future revenues and operating cash flows could be adversely impacted. is not sufficiently attractive, In addition, the development of new restaurants could impact the sales of our Concepts’ existing restaurants nearby. There can be no assurance that sales cannibalization will not occur or become more significant in the future as we increase our presence in existing markets. We have significant exposure to the Chinese market through our largest franchisee, Yum China, which subjects us to risks that could negatively affect our business. A significant portion of our total business is conducted in mainland China, particularly with respect to our KFC Concept. In connection with the spin-off of our China business in 2016 into an independent publicly-traded company (the “Separation” or “Yum China spin-off”), we entered into a Master License Agreement with Yum China pursuant to which Yum China is the exclusive licensee of the KFC, Pizza Hut and Taco Bell Concepts and their related marks and other intellectual property rights for restaurant services in mainland China. Following the Separation, Yum China became, and continues to be, our largest franchisee. Our financial results are significantly affected by Yum China’s results as we are entitled to receive a 3% sales- based royalty on all Yum China system sales related to our Concepts. Yum China’s business is exposed to risks in mainland China, which include, among others, potential political, financial or social (including consumer spending, unemployment levels and wage and commodity inflation), environment to the interpretation and (including uncertainties with respect enforcement of Chinese laws, rules and regulations), and tax laws and regulations including the tax treatment of the royalty paid to YUM, as well as increased media scrutiny of our Concepts and industry, fluctuations in foreign exchange rates, increased restrictions or tariffs on imported supplies as a result of trade disputes, any epidemics or pandemics arising out of mainland China, and increased competition. Further, any significant or prolonged deterioration in U.S.-China relations could adversely affect our Concepts in mainland China if Chinese consumers reduce the frequency of their visits to Yum China’s restaurants. Chinese law regulates Yum China’s business conducted within mainland China. in economic conditions consumer preferences, instability, changes regulatory the PART I ITEM 1A Risk Factors Our royalty income from the Yum China business is therefore subject to numerous uncertainties based on the policies of the Chinese government, as they may change from time to time. If Yum China’s business is harmed or development of our Concepts’ restaurants is it could slowed in mainland China due to any of these factors, negatively impact the royalty paid by Yum China to us, which would negatively impact our financial results or our growth prospects. Our relationship with Yum China is governed primarily by a Master License Agreement, which may be terminated upon the occurrence of certain events, such as the insolvency or bankruptcy of Yum China. In addition, if we are unable to enforce our intellectual property or contract rights in mainland China, if Yum China is unable or unwilling to satisfy its obligations under the Master License Agreement, or if the Master License Agreement is otherwise terminated, it could result in an interruption in the operation of our brands that have been exclusively licensed to Yum China for use in mainland China. Such interruption could cause a delay in, or loss of, royalty income to us, which would negatively impact our financial results. levels and wage and commodity inflation), Our international operations subject us to risks that could negatively affect our business. A significant portion of our Concepts’ restaurants are operated in countries and territories outside of the U.S., including in emerging markets, and we intend to continue expansion of our international operations. As a result, our business and the businesses of our Concepts’ franchisees are increasingly exposed to risks inherent in international operations. These risks, which can vary substantially by country, include political, financial or social instability or conditions, corruption, anti-American sentiment and social and ethnic unrest, as well as changes in economic conditions (including consumer spending, unemployment the regulatory environment (including the risks of operating in developing or emerging markets in which there are significant uncertainties regarding the interpretation and enforceability of legal requirements and the enforceability of contract rights and intellectual property rights), income and non-income based tax rates and laws, the impact of foreign exchange control import restrictions or controls, sanctions, including restrictions on currency conversion, natural regimes disasters, labor costs and conditions, consumer the impact of preferences and the laws and policies that govern foreign investment in countries where our Concepts’ restaurants are operated. For example, we have been subject to a regulatory enforcement action in India failure to satisfy alleging violation of conditions of certain operating approvals, such as minimum investment and store build requirements as well as limitations on the remittance of fees outside of the country (See Note 19). In addition, we and our franchisees do business in jurisdictions that may be subject to trade or economic sanction regimes and such sanctions could be expanded. Any failure to comply with such sanction regimes or other similar laws or regulations could result in the assessment of damages, the imposition of penalties, suspension of business licenses, or a cessation of operations at our or our franchisees’ businesses, as well as damage to our and our Concepts’ brands’ images and reputations, all of which could harm our profitability. foreign exchange laws for Foreign currency risks and foreign exchange controls could adversely affect our financial results. Our results of operations and the value of our foreign assets are affected by fluctuations in currency exchange rates, which may YUM! BRANDS, INC. - 2019 Form 10-K 7 F o r m 1 0 - K PART I ITEM 1A Risk Factors In addition, adversely affect reported earnings. More specifically, an increase in the value of the U.S. dollar relative to other currencies, such as the Chinese Renminbi (“RMB”), Australian Dollar, the British Pound and the Euro, as well as currencies in certain other markets, such as the Malaysian Ringgit and Russian Ruble, could have an adverse effect on our reported earnings. There can be no assurance as to the future effect of any such changes on our results of operations, financial condition or cash flows. the governments in certain countries where we operate, including China, restrict the conversion of local currency into foreign currencies and, in certain cases, the remittance of currency out of the country. Yum China’s income is almost exclusively derived from the earnings of its Chinese subsidiaries, with substantially all revenues of its Chinese subsidiaries denominated in RMB. Any significant fluctuation in the value of the RMB could materially impact royalty payments made to us by Yum China, which could result in lower revenues. In addition, restrictions on the conversion of RMB to U.S. dollars or further restrictions on the remittance of currency out of China could result in delays in the remittance of Yum China’s royalty, which could impact our liquidity. the U.S. dollar value of K - 0 1 m r o F customers, employees, Failure to protect the integrity and security of personal information of our customers and employees could result in substantial costs, expose us to litigation and damage our reputation. financial and other We receive and maintain certain personal, information about our and vendors franchisees. In addition, our vendors and/or franchisees receive and maintain certain personal, financial and other information about our employees and customers. The use and handling of this information is regulated by evolving and increasingly demanding laws and regulations in various jurisdictions, as well as by certain third-party contracts. We have experienced cyber- attacks and security breaches from time to time. If our security and information systems are compromised as a result of data corruption or loss, cyber-attack or a network security incident or if our employees, franchisees or vendors fail to comply with these laws and regulations and this information is obtained by unauthorized persons or used inappropriately, it could result in liabilities and penalties and could damage our reputation, cause us to incur substantial costs and result in a loss of customer confidence, which could adversely affect our results of operations and financial condition. Additionally, we could be subject to litigation and government enforcement actions as a result of any such failure. Further, data privacy is subject to frequently changing rules and regulations, which sometimes conflict among the various jurisdictions and countries where we, our Concepts and our Concepts’ franchisees do business. For example, the General Data Protection Regulation (“GDPR”), which was adopted by the European Union effective May 2018, requires companies to meet new requirements regarding the handling of personal data. In addition, the State of California enacted the California Consumer Privacy Act (the “CCPA”), which became effective January 2020 and requires companies that process information on California residents to, among other things, provide new disclosures and options to consumers about data collection, use and sharing practices. Moreover, each of the GDPR and the CCPA confer a private right-of-action on certain individuals and associations. Our failure to adhere to or successfully implement appropriate processes to adhere to the requirements of GDPR, CCPA and other evolving laws and regulations in this area could result in financial penalties, legal liability and could damage our and our Concepts’ brands’ reputations. 8 YUM! BRANDS, INC. - 2019 Form 10-K Unreliable or inefficient restaurant or consumer-facing technology or the failure to successfully implement technology initiatives in the future could adversely impact operating results. We and our Concepts’ franchisees rely heavily on information technology systems in the conduct of our business, some of which are managed, hosted, provided and/or used by third parties, including, for example, point-of-sale processing in our restaurants, management of our supply chain, and various other processes and procedures. These systems are subject to damage, interruption or failure due to theft, fire, power outages, telecommunications failure, computer viruses, security breaches, malicious cyber-attacks or other catastrophic events. Certain technology systems may also be unreliable or inefficient, and technology vendors may limit or terminate product support and maintenance, which could impact the reliability of critical systems operations. If our or our Concepts’ franchisees’ information technology systems are damaged or fail to function properly, we may incur substantial costs to repair or replace them, and may experience loss of critical data and interruptions or delays in our ability to manage inventories or process transactions, which employee dissatisfaction, or negative publicity that could negatively impact our reputation, results of operations and financial condition. customer or could result sales, lost in We and our Concepts’ franchisees rely on technology not only to efficiently operate our restaurants but also to drive the customer experience, sales growth and margin improvement. Execution of our growth strategy will be dependent on our initiatives to implement proprietary and third-party technology solutions and gather and leverage data to enhance restaurant operations and improve the customer experience. We may not be able recruit and retain qualified individuals for these efforts, and there is intense competition for qualified technology systems developers necessary to develop and implement new technologies for our growth initiatives, including increasing our digital relationships with customers. Our strategic technology initiatives may not be implemented in a timely manner or may not achieve the desired results. Even if we effectively implement and manage our technology initiatives, they may not result in sales growth or margin improvement. Additionally, implementing the evolving technology demands of the consumer may place a significant financial burden on us and our Concepts’ franchisees. Moreover, our failure to adequately invest in new technology or adapt to technological developments and industry trends, particularly with respect to digital commerce capabilities, could result in a loss of customers and related market share. If our Concepts’ digital commerce platforms do not meet customers’ expectations in terms of security, speed, attractiveness or ease of use, customers may be less inclined to return to such digital commerce platforms, which could negatively impact our business. There are risks associated with our increasing dependence on digital commerce platforms to maintain and grow sales. Such platforms may experience disruptions, which could harm our ability to compete and conduct our business. Customers are increasingly using e-commerce websites and apps, both domestically and internationally, like pizzahut.com, Pizza Hut, KFC and Taco Bell apps, as well as apps owned by third-party delivery aggregators such as Grubhub and third-party mobile payment processors, to order and pay for our Concepts’ products. As a result, our Concepts and our Concepts’ franchisees are increasingly reliant on digital ordering and payment as a sales channel. These digital ordering and payment platforms could be damaged or interrupted by power loss, technological failures, user errors, cyber-attacks, other forms of sabotage or acts of God. In particular, Pizza Hut relies on digital orders for a significant portion of its sales and could experience and has experienced interruptions of its digital ordering platforms, which limited or delayed customers’ ability to order through such platforms or made customers less inclined to return to such platforms. Any such limitation or delay would negatively impact Pizza Hut’s sales and customer experience and perception. largest Yum China, our franchisee, utilizes third-party mobile payment apps such as Alipay and WeChat as a means through which to generate sales and process payments. Should customers become unable to access mobile payment apps in China, or should the relationship between Yum China and one or more third-party results of mobile payment processors become interrupted, our operations could be negatively impacted. Our inability or failure to recognize, respond to and effectively manage the accelerated impact of social media could adversely impact our business. In recent years, there has been a marked increase in the use of social media platforms, including blogs, chat platforms, social media websites, and other forms of Internet-based communications which allow individuals access to a broad audience of consumers and other interested persons. The rising popularity of social media and other consumer-oriented technologies has increased the speed and information dissemination. Many social media accessibility of platforms immediately publish the content their subscribers and participants post, often without filters or checks on accuracy of the content posted. Information posted on such platforms at any time may be adverse to our interests and/or may be inaccurate. The dissemination of information online could harm our business, reputation, financial condition, and results of operations, regardless of the information’s accuracy. The damage may be immediate without affording us an opportunity for redress or correction. In addition, social media is frequently used by our Concepts to communicate with their respective customers and the public in general. Failure by our Concepts to use social media effectively or appropriately, particularly as compared to our Concepts’ respective competitors, could lead to a decline in brand value, customer visits and revenue. Other risks associated with the use of social media include improper disclosure of proprietary information, negative comments about our Concepts’ brands, exposure of personally identifiable information, fraud, hoaxes or malicious dissemination of false information. The inappropriate use of social media by our customers or employees could increase our costs, lead to litigation or result in negative publicity that could damage our reputation and adversely affect our results of operations. PART I ITEM 1A Risk Factors Shortages or interruptions in the availability and delivery of food and other supplies may increase costs or reduce revenues. The products sold by our Concepts and their franchisees are sourced from a wide variety of domestic and international suppliers although certain products have limited suppliers, which increases our reliance on those suppliers. We, along with our Concepts’ franchisees, are also dependent upon third parties to make frequent deliveries of food products and supplies that meet our specifications at competitive prices. Shortages or interruptions in the supply of food restaurants have items and other supplies to our Concepts’ the happened from time to time and could adversely affect availability, quality and cost of items we use and the operations of our restaurants. Future shortages or disruptions could be caused by inclement weather, natural disasters, inaccurate forecasting of customer demand, problems in production or distribution, restrictions on imports or exports including due to trade disputes, the inability of vendors to obtain credit, political instability in the countries in which the suppliers and distributors are located, the financial instability of suppliers and distributors, suppliers’ or distributors’ failure to meet our standards or requirements, transitioning to new suppliers or distributors, product quality issues, inflation, other factors relating to the suppliers and distributors and the countries in which they are located, food safety warnings or advisories or the prospect of such pronouncements, product recalls, the cancellation of supply or distribution agreements or an inability to renew such arrangements or to find replacements on commercially reasonable terms, or other conditions beyond our control or the control of our Concepts’ franchisees. Moreover, the withdrawal of the United Kingdom from the European Union which occurred effective as of January 31, 2020, to be followed by a transition period which is scheduled to expire on December 31, 2020 (unless otherwise extended) in which the United Kingdom and the European Union will negotiate the terms of this withdrawal, may give to rise to economic, financial, legal, tax and trade uncertainties that may adversely impact us and could, depending on the terms negotiated during the transition period, result in the reimposition of customs and border controls, which in turn may result interruptions in supply to our Concepts in the United Kingdom with consequences similar to those described above. in shortages or In addition, in the U.S., the Company, along with representatives of the Company’s KFC, Pizza Hut and Taco Bell franchisee groups, are members of Restaurant Supply Chain Solutions, LLC (“RSCS”), which is a third-party responsible for purchasing certain restaurant products and equipment, and McLane Foodservice, Inc. (“McLane”) serves as the largest distributor for each of the Company’s Concepts in the U.S. Any failure or inability of our significant suppliers or distributors, including RSCS or McLane to perform could result in shortages or food and other supplies. interruptions in the availability of A shortage or interruption in the availability of certain food products or supplies could increase costs and limit the availability of products critical to restaurant operations, which in turn could lead to restaurant closures and/or a decrease in sales. In addition, failure by a key for our Concepts and/or our Concepts’ supplier or distributor franchisees to meet its service requirements could lead to a disruption of service or supply until a new supplier or distributor is engaged, and any disruption could have an adverse effect on our business. YUM! BRANDS, INC. - 2019 Form 10-K 9 F o r m 1 0 - K PART I ITEM 1A Risk Factors The loss of key personnel, or labor shortages or difficulty finding qualified employees could slow our growth, harm our business and reduce our profitability. Much of our future success depends on the continued availability and service of senior management personnel. The loss of any of our executive officers or other key senior management personnel could harm our business. In addition, our restaurant operations are highly service-oriented and our success depends in part upon our and our Concepts’ franchisees’ ability to attract, retain and motivate a sufficient number of qualified employees, including franchisee management, restaurant managers and other crew members. The market for qualified employees in the retail food industry is very competitive. Any future inability to recruit and retain qualified individuals may delay our the planned use, development or deployment of planned openings of new restaurants by us and our Concepts’ franchisees which could have a material adverse impact on the operation of our Concepts’ existing restaurants. technology or In addition, strikes, work slowdowns or other job actions may become more common. In the event of a strike, work slowdown or other labor unrest, the ability to adequately staff our Concepts’ restaurants could be impaired, which could result in reduced revenue and customer claims, and may distract our management from focusing on our business and strategic priorities. Changes in labor and other operating costs could adversely affect our and our franchisees’ results of operations. An increase in the costs of employee wages, benefits and insurance (including workers’ compensation, general liability, property and health) as well as other operating costs such as rent and energy costs could adversely affect our and our franchisees’ operating from general economic or results. Such increases could result imposition of higher competitive conditions or from government minimum wages at the federal, state or local level. Moreover, there may be a long-term trend toward higher wages in developing markets Any increase in such operating expenses could adversely affect our and our Concepts’ franchisees’ profit margins. In addition, competition for qualified employees could also compel us or our Concepts’ franchisees to pay higher wages to attract or retain key crew members, which could result labor costs and decreased profitability. in higher K - 0 1 m r o F An increase in food prices may have an adverse impact on our and our Concepts’ franchisees’ profit margins. Our and our Concepts’ franchisees’ businesses depend on reliable sources of raw materials such as proteins (including poultry, pork, beef and seafood), cheese, oil, flour and and lettuce). Raw materials vegetables purchased for use in our Concepts’ restaurants are subject to price volatility caused by any fluctuation in aggregate supply and demand, or other external conditions, such as weather conditions, or natural events or disasters that affect expected harvests of such raw materials, taxes and tariffs (including as a result of trade disputes), (including potatoes large quantities of 10 YUM! BRANDS, INC. - 2019 Form 10-K food safety product demand, concerns, industry recalls, governmental regulation and other factors, all of which are beyond our control and in many instances are unpredictable. As a result, the historical prices of raw materials used in the operation of our Concepts’ restaurants have fluctuated. We cannot assure that we or our Concepts’ franchisees will continue to be able to purchase raw materials at reasonable prices, or that the cost of raw materials will remain stable in the future. In addition, a significant increase in gasoline prices could result in the imposition of fuel surcharges by our distributors. Because we and our Concepts’ franchisees provide competitively priced food, we may not have the ability to pass through to our customers the full amount of any commodity price increases. If we and our Concepts’ franchisees are unable to manage the cost of raw materials or to increase the prices of products proportionately, our and our franchisees’ profit margins may be adversely impacted. Our Concepts’ brands may be harmed or diluted through franchisee and third- party activity. Although we monitor and regulate franchisee activities through our Concepts’ franchise agreements, franchisees or other third parties may refer to or make statements about our Concepts’ brands that do not make proper use of our trademarks or required designations, that improperly alter trademarks or branding, or that are critical of our Concepts’ brands or place our Concepts’ brands in a context that may tarnish their reputation. This may result in dilution of, or harm to, our intellectual property or the value of our Concepts’ brands. Franchisee noncompliance with the terms and conditions of our franchise agreements may reduce the overall goodwill of our Concepts’ brands, whether through the failure to meet health and safety standards, engage in quality control or maintain product consistency, or through the participation in improper or objectionable business practices. Moreover, unauthorized third parties, including our Concepts’ current and former franchisees, may use our intellectual property to trade on the goodwill of our Concepts’ brands, resulting in consumer confusion or brand dilution. Any reduction of our Concepts’ brands’ goodwill, consumer confusion, or brand dilution is likely to impact sales, and could materially and adversely impact our business and results of operations. Our success depends substantially on our corporate reputation and on the value and perception of our brands. Our success depends in large part upon our ability and our Concepts’ franchisees’ ability to maintain and enhance the value of our brands and our customers’ loyalty to our brands. Brand value is based in part on consumer perceptions on a variety of subjective qualities. Those perceptions are affected by a variety of factors, including the nutritional content and preparation of our food, the ingredients we use, and the manner in which we source the commodities we use. Consumer acceptance of our offerings is subject to change for a variety of reasons, and some changes can occur rapidly. For example, nutritional, health and other scientific studies and conclusions, which constantly evolve and may have litigation and contradictory implications, drive popular opinion, regulation (including initiatives intended to drive consumer behavior) in ways that may affect perceptions of our Concepts’ brands generally or relative to available alternatives. In addition, business incidents, whether isolated or recurring, and whether originating from competitors, us, our Concepts’ franchisees, restaurants, illegal, governments, suppliers or distributors, can significantly reduce brand value and consumer the incidents receive trust, particularly if considerable publicity or result in litigation or investigations. For example, our Concepts’ brands could be damaged by claims or perceptions about the quality or safety of our products or the quality or reputation of our suppliers, distributors or franchisees or that we, our Concepts’ franchisees or other business partners are acting in an unethical, racially-biased or socially irresponsible manner, regardless of whether such claims or perceptions are true. Similarly, entities in our supply chain may engage in conduct, including alleged human rights abuses or environmental wrongdoing, and any such conduct could damage our or our Concepts’ brands’ reputations. Any such incidents (even if resulting from actions of a competitor or franchisee) could cause a decline directly or indirectly in consumer confidence in, or the perception of, our Concepts’ brands and/or our products and reduce consumer demand for our products, which would likely result in lower revenues and profits. Additionally, our corporate reputation could suffer from a real or perceived failure of corporate governance or misconduct by a Company officer, or an employee or representative of us or a franchisee. real estate related, We could be party to litigation that could adversely affect us by increasing our expenses, diverting management attention or subjecting us to significant monetary damages and other remedies. We are regularly involved in legal proceedings, which include regulatory claims or disputes, consumer, personal injury, claims from franchisees employment, intellectual property, breach of contract, securities, derivative and other litigation. legal proceedings in Note 19 to the See the discussion of Consolidated Financial Statements included in Item 8 of this Form 10-K. Plaintiffs in these types of lawsuits often seek recovery of very large or indeterminate amounts, lawsuits are subject to inherent uncertainties (some of which are beyond the Company’s control), and unfavorable rulings or developments could occur. Moreover, regardless of whether any such claims have merit, or whether we are ultimately held liable or settle, such litigation may be expensive to defend, may divert resources and management attention away from our operations, and may negatively results of operations. With respect to insured claims, a judgment for monetary damages in excess of any insurance coverage could adversely affect our results of operations. Moreover, any adverse publicity resulting from these allegations may also adversely affect our Concepts’ reputations, which in turn could adversely affect our results of operations. financial condition or impact our tort, the restaurant to claims that relate to the nutritional content of industry around the world has been In addition, food subject the menus and practices of products, as well as claims that restaurant chains have led to customer health issues, including weight gain and other adverse effects. We may also be subject to such claims in the future and, even if we are not, publicity about these matters (particularly directed at the quick service and fast- casual segments of the retail food industry) may harm our Concepts’ reputations and adversely affect our business, financial condition and results of operations. Moreover, these could lead to an increase in the regulation of the content or marketing of our products, including legislation or regulation seeking to tax and/or regulate high-fat foods, foods with high sugar and salt content, or foods otherwise deemed to be “unhealthy,” which could increase costs of compliance and remediation to us and our franchisees. PART I ITEM 1A Risk Factors Changes in, or noncompliance with, governmental regulations may adversely affect our business operations, growth prospects or financial condition. The Company, and our Concepts and their franchisees, are subject to numerous laws and regulations around the world. These laws change regularly and are increasingly complex. For example, we are subject to: (cid:129) The Americans with Disabilities Act in the U.S. and similar state laws that give civil rights protections to individuals with disabilities in the context of employment, public accommodations and other areas. (cid:129) The U.S. Fair Labor Standards Act, which governs matters such as minimum wages, overtime and other working conditions, as well as family leave mandates and a variety of similar state laws that govern these and other employment law matters. (cid:129) Laws and regulations in government-mandated health care benefits such as the Patient Protection and Affordable Care Act in the U.S. (cid:129) Laws and regulations relating to nutritional content, nutritional labeling, product safety, product marketing and menu labeling. (cid:129) Laws relating to state and local licensing. (cid:129) Laws relating to the relationship between franchisors and franchisees. (cid:129) Laws and regulations relating to health, sanitation, food, workplace safety, child labor, including laws regulating the use of certain “hazardous equipment”, building and zoning, and fire safety and prevention. (cid:129) Laws and regulations relating to union organizing rights and activities. (cid:129) Laws relating to information security, privacy (including the European Union’s GDPR and California’s CCPA), cashless payments, and consumer protection. (cid:129) Laws relating to currency conversion or exchange. (cid:129) Laws relating to international trade and sanctions. (cid:129) Tax laws and regulations. (cid:129) Anti-bribery and anti-corruption laws. (cid:129) Environmental laws and regulations. (cid:129) Federal and state immigration laws and regulations in the U.S. Compliance with new or existing laws and regulations could impact our or our Concepts’ franchisees’ operations. The compliance costs associated with these laws and regulations could be substantial. In addition, if any governmental authority were to adopt and implement a broader standard for determining when two or more otherwise unrelated employers may be found to be a joint employer of the same employees under laws such as the National Labor Relations Act in a manner that is applied generally to franchise relationships (which broader standards in the past have been adopted by U.S. governmental agencies such as the National Labor Relations Board), this could cause us or our Concepts to be liable or held responsible for unfair labor practices and other violations and could subject our Concepts to other liabilities, and/or require our Concepts to conduct collective bargaining negotiations, totally separate, independent employers, most notably our Concepts’ franchisees. Further, a recently-enacted law in California sets out an employment classification test that established a new standard for regarding employees of YUM! BRANDS, INC. - 2019 Form 10-K 11 F o r m 1 0 - K PART I ITEM 1A Risk Factors determining employee or independent contractor status. This law and any similar laws enacted at the federal, state or local level, could increase our and our labor costs and decrease profitability or could cause our franchisees to be deemed employees of our Concepts. franchisees’ Any failure or alleged failure to comply with applicable laws or regulations could adversely affect our international expansion efforts, growth prospects and financial results or result in, among other things, litigation, revocation of required licenses, internal proceedings, investigations, administrative enforcement actions, fines and civil and criminal liability. Publicity relating to any such noncompliance could also harm our Concepts’ reputations and adversely affect our revenues. governmental investigations reputation, or Additionally, we are working to manage the risks and costs to us, our franchisees and our supply chain of the effects of climate change, greenhouse gases, and diminishing energy and water resources. These risks include the increased public focus, including by governmental and nongovernmental organizations, on these and other environmental sustainability matters, such as packaging and waste, animal health and welfare, deforestation and land use. These risks also include the increased pressure to make commitments, set targets, or establish additional goals and take actions to meet them. These risks could expose us to market, operational, reputational and execution costs or risks. Failure to comply with anti-bribery or anti-corruption laws could adversely affect our business operations. The U.S. Foreign Corrupt Practices Act, the UK Bribery Act and other similar applicable laws prohibiting bribery of government officials and other corrupt practices are the subject of increasing emphasis and enforcement around the world. There can be no assurance that our employees, contractors, agents or other third parties will not take actions in violation of our policies or applicable law, particularly as we expand our operations in emerging markets and elsewhere. Any such violations or suspected violations could subject us to civil or criminal penalties, fines and significant investigation costs, and could also materially damage our reputation, international expansion efforts and growth prospects, brands, business any results. Publicity noncompliance or alleged noncompliance could also harm our Concepts’ reputations and adversely affect our revenues and results of operations. including substantial operating relating and to K - 0 1 m r o F Tax matters, including changes in tax rates or laws, disagreements with taxing authorities, imposition of new taxes and our restructurings could impact our results of operations and financial condition. We are subject to income taxes as well as non-income based taxes, such as payroll, sales, use, value-added, net worth, property, withholding and franchise taxes in both the U.S. and various foreign jurisdictions. We are also subject to ongoing and/or regular reviews, examinations and audits by the U.S. Internal Revenue Service (“IRS”) and other to such income and non-income based taxes inside and outside of the U.S. Our accruals for tax liabilities are based on past experience, interpretations of applicable law, and judgments about potential actions by tax taxing authorities with respect 12 YUM! BRANDS, INC. - 2019 Form 10-K authorities, but such accruals require significant judgment which may be incorrect and may result in payments greater than the amounts accrued. If the IRS or another taxing authority disagrees with our tax positions, we could face additional tax liabilities, including interest and penalties. Payment of additional amounts upon final settlement or adjudication of any disputes could have a material impact on our results of operations and financial position. In addition, we are directly and indirectly affected by new tax laws and regulation and the interpretation of tax laws and regulations worldwide. Changes in laws, regulation or interpretation of existing laws and regulations in the U.S. and other jurisdictions where we are subject to taxation could increase our taxes and have an adverse effect on our results of operations and financial condition. Changes in tax laws may arise as a result of tax policy guidance issued by the Organisation for Economic Co-operation and Development (“OECD”), a coalition of member nations including the United States. The OECD guidance, referred to as the Base Erosion and Profit Shifting (“BEPS”) Action Plan, does not have the force of law, but certain countries may enact tax legislation, modify tax treaties, and/or increase audit scrutiny based on the BEPS guidance. To the extent BEPS principles are adopted by major jurisdictions in which we operate, it could increase our taxes and have a material adverse impact on our results of operations and financial position. We have in the past and may in the future adapt our entity and operating structure in response to and in compliance with changes in tax laws, regulations, or interpretation of existing laws and regulations. Such restructurings could result in tax costs associated with restructuring material incremental transactions or operations of In addition, public perception that we are not paying a sufficient amount of taxes could damage our Concepts’ reputations, which could harm our profitability. the structure. The Yum China spin-off and certain related transactions could result in substantial U.S. tax liability. We received opinions of outside counsel substantially to the effect that, for U.S. federal income tax purposes, the Yum China spin-off and certain related transactions qualified as generally tax-free under Sections 355 and 361 of the U.S. Internal Revenue Code. The opinions relied on various facts and assumptions, as well as certain representations as to factual matters and undertakings (including with respect to future conduct) made by Yum China and us. If any of these facts, assumptions, representations or undertakings are incorrect or not satisfied, we may not be able to rely on these opinions of outside counsel. Accordingly, notwithstanding receipt of the opinions of outside counsel, the conclusions reached in the tax opinions may be challenged by the IRS. Because the opinions are not binding on the IRS or the courts, there can be no assurance that the IRS or the courts will not prevail in any such challenge. the Yum China spin-off was taxable, If, notwithstanding receipt of any opinion, the IRS were to conclude that in general, we would recognize taxable gain as if we had sold the Yum China common stock in a taxable sale for its fair market value. In addition, each U.S. holder of our Common Stock who received shares of Yum China common stock in connection with the spin-off transaction would generally be treated as having received a taxable distribution of property in an amount equal to the fair market value of the shares of Yum China common stock received. That distribution would be taxable to each such U.S. stockholder as a dividend to the extent of our current and accumulated earnings and profits. For each such U.S. stockholder, any amount that exceeded our earnings and profits would be treated first as a non-taxable return of capital to the extent of such stockholder’s tax basis in our shares of Common Stock with any remaining amount being taxed as a capital gain. transfer” of Chinese taxable assets, The Yum China spin-off may be subject to China indirect transfer tax. In February 2015, the Chinese State Administration of Taxation Issues of Enterprise Income (“SAT”) issued the Bulletin on Several Tax on Income Arising from Indirect Transfers of Property by Non-resident Enterprises (“Bulletin 7”). Pursuant to Bulletin 7, an “indirect including equity interests in a China resident enterprise (“Chinese interests”), by a non-resident enterprise, may be recharacterized and treated as a direct transfer of Chinese taxable assets, if such arrangement does not have reasonable commercial purpose and the transferor has avoided payment of Chinese enterprise income tax. Using general anti-tax avoidance provisions, the SAT may treat an indirect transfer as a direct transfer of Chinese interests if the transfer has avoided Chinese tax by way of an arrangement without reasonable commercial purpose. As a result, gains derived from such indirect transfer may be subject to Chinese enterprise income tax, and the transferee or other person who is obligated to pay for the transfer would be obligated to withhold the applicable taxes, currently at a rate of up to 10% of the capital gain in the case of an indirect transfer of equity interests in a China resident enterprise. We evaluated the potential applicability of Bulletin 7 in connection with the Separation in the form of a tax free restructuring and believe it is more likely than not that Bulletin 7 does not apply. We believe that the restructuring has reasonable commercial purpose. are there significant uncertainties However, regarding what constitutes a reasonable commercial purpose, how the safe harbor provisions for group restructurings are to be interpreted and how the Chinese tax authorities will ultimately view the spin-off. As a result, our position could be challenged by the Chinese tax authorities resulting in a tax at a rate of 10% assessed on the difference between the fair market value and the tax basis of Yum China. As our tax basis in Yum China was minimal, the amount of such a tax could be significant and have a material adverse effect on our results of operations and our financial condition. Failure to protect our service marks or other intellectual property could harm our business. We regard our Yum®, KFC®, Pizza Hut®, and Taco Bell® service marks, and other service marks and trademarks related to our restaurant businesses, as having significant value and being important to our marketing efforts. We rely on a combination of protections provided by contracts, copyrights, patents, trademarks, service marks and other common law rights, such as trade secret and unfair competition laws, to protect our restaurants and services from infringement. We have registered certain trademarks and service marks in the U.S. and foreign jurisdictions. However, from time to time we become aware of names and marks identical or confusingly similar to our service marks being used by other persons. Although our policy is to oppose any such infringement, further or unknown unauthorized uses or other misappropriation of our trademarks or service marks could diminish the value of our brands and adversely affect our business. In addition, effective intellectual property protection may not be available in every country in which our Concepts have, or may in the future open or franchise, a restaurant, and the laws of some foreign countries do not protect intellectual property rights to the same extent as the laws of the United States. There can be no assurance that the steps we have taken to protect our intellectual property or the legal protections which may be available will be adequate, and defending or enforcing our service marks and other intellectual property could result in the PART I ITEM 1A Risk Factors expenditure of significant resources or result in significant harm to financial condition, and results of our business, reputation, operations. We may also face claims of infringement that could interfere with the use of the proprietary know-how, recipes, or trade secrets used in our business. Defending against such claims may be costly, and we may be prohibited from using such proprietary information in the future or forced to pay damages, royalties, or other fees for using such proprietary information, any of which could negatively affect our business, reputation, financial condition, and results of operations. Our business may be adversely impacted by changes in consumer discretionary spending and general economic conditions. Our and our franchisees’ results of operations are dependent upon discretionary spending by consumers, which may be affected by general economic conditions globally or in one or more of the markets we serve, and are susceptible to economic slowdowns and recessions. Some of the factors that impact discretionary consumer spending include unemployment and underemployment rates, fluctuations in the level of disposable income, the price of gasoline inflationary pressures, stock market performance and and other changes in the level of consumer confidence. These and other macroeconomic factors could have an adverse effect on our or our franchisees’ sales, profitability or development plans, which could harm our financial condition and operating results. service, location, The retail food industry in which we operate is highly competitive. Our Concept restaurants compete with international, national and regional restaurant chains as well as locally-owned restaurants, and the retail food industry in which our Concepts operate is highly competitive with respect to price and quality of food products, new product development, digital engagement, advertising levels and promotional initiatives (including the frequent use by our competitors of price discounting, such as through value meal menu options, coupons and other methods), customer reputation, restaurant and attractiveness and maintenance of properties. In addition, our Concepts compete within the retail food industry for management and hourly personnel, suitable real estate sites, and qualified franchisees. If consumer or dietary preferences change, if our marketing efforts and/or launch of new products are unsuccessful, or if our Concepts’ restaurants are unable to compete successfully with other food outlets in new and existing markets, our and our franchisees’ businesses could be adversely affected. We also face growing competition as a result of convergence in grocery, convenience, deli and restaurant services, including the offering by the grocery industry of convenient meals, including pizzas and entrees with side dishes. Competition from delivery aggregators and other food delivery services has also increased in recent years, particularly in urbanized areas, and is expected to continue to increase. Increased competition could have an adverse effect on sales, profitability or development plans, which could harm our or our franchisees’ financial condition and operating results. retail F o r m 1 0 - K YUM! BRANDS, INC. - 2019 Form 10-K 13 PART I ITEM 1A Risk Factors We may not realize the anticipated benefits from past or potential future acquisitions, investments or other strategic transactions. From time to time we evaluate and may complete mergers, acquisitions, divestitures, joint ventures, strategic partnerships, minority investments (which may include minority investments in third franchisees) and other parties, such as franchisees or master strategic transactions, including our pending acquisition of The Habit Restaurants, Inc. (in respect of which a definitive agreement was signed in January 2020), our strategic alliance with Telepizza Group S.A. effectuated in December 2018, our acquisition of QuikOrder, LLC completed in December 2018 and our minority investment in Grubhub, Inc. completed in April 2018. While we currently contemplate that the acquisition of The Habit Restaurants, Inc. will be completed by the end of the first quarter of 2020, there is no guarantee that this acquisition will be completed on this time frame or at all. Past and potential future strategic transactions may involve various inherent risks, including, without limitation: (cid:129) expenses, delays or difficulties in integrating acquired companies, joint venture operations, strategic partnerships or investments into our organization, including the failure to realize expected synergies and/or the inability to retain key personnel; (cid:129) diversion of management’s attention from other initiatives and/or day-to-day operations to effectively execute our growth strategy; (cid:129) inability to generate sufficient revenue, profit, and cash flow from joint ventures, strategic partnerships or acquired companies, investments; (cid:129) the possibility that we have acquired substantial contingent or unanticipated liabilities in connection with acquisitions or other strategic transactions; and Subject to the limits contained in the agreements governing our outstanding indebtedness, we may incur additional debt from time to time, which would increase the risks related to our high level of indebtedness. Specifically, our high level of potential consequences, including, but not limited to: indebtedness could have important (cid:129) increasing our vulnerability to, and reducing our flexibility to plan for and respond to, adverse economic and industry conditions and changes in our business and the competitive environment; (cid:129) requiring the dedication of a substantial portion of our cash flow from operations to the payment of principal of, and interest on, indebtedness, thereby reducing the availability of such cash flow to fund working capital, capital expenditures, acquisitions, dividends, share repurchases or other corporate purposes; (cid:129) increasing our vulnerability to a downgrade of our credit rating, which could adversely affect our cost of funds, liquidity and access to capital markets; (cid:129) restricting us from making strategic acquisitions or causing us to make non-strategic divestitures; (cid:129) placing us at a disadvantage compared to other less leveraged competitors or competitors with comparable debt at more favorable interest rates; (cid:129) increasing our exposure to the risk of increased interest rates insofar as current and future borrowings are subject to variable rates of interest; (cid:129) increasing our exposure to the risk of discontinuance, replacement or modification of certain reference rates, including LIBOR, which are used to calculate applicable interest rates of our indebtedness and certain derivative instruments that hedge interest rate risk; (cid:129) making it more difficult for us to repay, refinance or satisfy our obligations with respect to our debt; (cid:129) limiting our ability to borrow additional funds in the future and investments we have made may decline increasing the cost of any such borrowing; (cid:129) the possibility that significantly in value. (cid:129) imposing restrictive covenants on our operations as the result of the terms of our indebtedness, which, if not complied with, could result in an event of default, which in turn, if not cured or waived, could result in the acceleration of the applicable debt, and may result in the acceleration of any other debt to which a cross- acceleration or cross-default provision applies; and (cid:129) increasing our exposure to risks related to fluctuations in foreign currency as we earn profits in a variety of currencies around the world and our debt is primarily denominated in U.S. dollars. There is no assurance that we will generate cash flow from operations or that future debt or equity financings will be available to us to enable us to pay our indebtedness or to fund other liquidity needs. If our business does not generate sufficient cash flow from operations or if future borrowings are not available to us in amounts sufficient to pay our indebtedness or to fund other liquidity needs, our financial condition and results of operations may be adversely affected. As a result, we may need to refinance all or a portion of our indebtedness on or before maturity. There is no assurance that we will be able to refinance any of our indebtedness on favorable terms, or at all. Any inability to generate sufficient cash flow or refinance our indebtedness on favorable terms could have a material adverse effect on our business and financial condition. K - 0 1 m r o F Past and potential future strategic transactions may not ultimately create value for us and may harm our reputation and materially adversely affect our business, financial condition and results of operations. In addition, we account for certain investments, including our investment in Grubhub, on a mark-to-market basis and, as a result, changes in the fair value of these investments impact our reported results. Changes in market prices for equity securities are unpredictable, and our investment in Grubhub has caused, and could continue to cause, significant fluctuations in our results of operations. Our substantial indebtedness makes us more sensitive to adverse economic conditions, may limit our ability to plan for or respond to significant changes in our business, and requires a significant amount of cash to service our debt payment obligations that we may be unable to generate or obtain. As of December 31, 2019, our total outstanding short-term borrowings and long-term debt was approximately $10.6 billion. 14 YUM! BRANDS, INC. - 2019 Form 10-K PART I ITEM 1B Unresolved Staff Comments The Company has received no written comments regarding its periodic or current reports from the staff of the Securities and Exchange Commission that were issued 180 days or more preceding the end of its 2019 fiscal year and that remain unresolved. ITEM 2 Properties As of year end 2019, the Company’s Concepts owned land, building or both for 337 restaurants worldwide in connection with Company-owned restaurants. These restaurants are further detailed as follows: operation 913 our the of (cid:129) The KFC Division owned land, building or both for 73 restaurants. (cid:129) The Pizza Hut Division owned land, building or both for 5 restaurants. (cid:129) The Taco Bell Division owned land, building or both for 259 restaurants. The Company currently also owns land, building or both related to approximately 500 restaurants and leases land, building or both related to approximately 400 restaurants, not included in the property counts above, leases or subleases to that franchisees, principally in the U.S., United Kingdom, Australia, Germany and France. it Company-owned restaurants in the U.S. with leases are generally leased for initial terms of 15 or 20 years and generally have renewal options; however, Pizza Hut delivery/carryout units in the U.S. generally are leased for significantly shorter initial terms with shorter renewal options. Company-owned restaurants outside the U.S. with leases have initial lease terms and renewal options that vary by country. and Pizza Hut Division The KFC Division corporate headquarters and a KFC and Pizza Hut research facility in Plano, Texas are owned by Pizza Hut. Taco Bell leases its corporate headquarters and research facility in Irvine, California. The YUM corporate headquarters and a KFC research facility in information Louisville, Kentucky are owned by KFC. Additional about the Consolidated Financial Statements in Part II, Item 8. the Company’s properties included in is The Company believes that its properties are generally in good operating condition and are suitable for the purposes for which they are being used. ITEM 3 Legal Proceedings The Company is subject to various lawsuits covering a variety of allegations. The Company believes that the ultimate liability, if any, in excess of amounts already provided for these matters in the Consolidated Financial Statements, is not likely to have a material adverse effect on the Company’s annual results of operations, financial condition or cash flows. Matters faced by the Company include, but are not limited to, claims from franchisees, suppliers, employees, customers, governments tax, and others related to operational, franchise, contractual or employment issues as well as claims the Company has infringed on third-party intellectual that foreign exchange, property rights. In addition, the Company brings claims from time-to-time relating to infringement of, or challenges to, our intellectual property, including registered marks. Finally, as a publicly-traded company, disputes arise from time-to-time with our shareholders, the Company breached federal securities laws or that officers and/or directors breached fiduciary duties. Descriptions of significant current specific claims and contingencies appear in Note 19, to the Consolidated Financial Statements Contingencies, included in Part II, Item 8, which is incorporated by reference into this item. including allegations that F o r m 1 0 - K YUM! BRANDS, INC. - 2019 Form 10-K 15 PART I ITEM 4 Mine Safety Disclosures Not applicable. David Russell, 50, is Senior Vice President, Finance and Corporate Controller of YUM. He has served as YUM’s Corporate Controller since February 2011 and as Senior Vice President, Finance since February 2017. Prior to serving as Corporate Controller, Mr. Russell served in various positions at the Vice President level in the YUM Finance Department, including Controller-Designate from November 2010 to February 2011 and Vice President, Assistant Controller from January 2008 to December 2010. Tracy Skeans, 47, is Chief Transformation and People Officer of YUM. She has served as Chief People Officer since January 2016 and Chief Transformation Officer since November 2016. From January 2015 to December 2015, she was President of Pizza Hut International. Prior to this position, Ms. Skeans served as Chief People Officer of Pizza Hut Division from December 2013 to December 2014 and Chief People Officer of Pizza Hut U.S. from October 2011 to November 2013. From July 2009 to September 2011, she served as Director of Human Resources for Pizza Hut U.S and was on the Pizza Hut U.S. Finance team from September 2000 to June 2009. Arthur Starrs, 43, is Chief Executive Officer of Pizza Hut Division, a position he has held since August 2019. He served as President of Pizza Hut U.S. from May 2016 to July 2019 and he served as General Manager and Chief Financial Officer of Pizza Hut U.S. from November 2013 to April 2016. Christopher Turner, 45, is Chief Financial Officer of YUM, a position he has held since August 2019. Before joining YUM, he served as Senior Vice President and General Manager in PepsiCo’s retail and e-commerce businesses with Walmart in the U.S. and more than 25 countries and across PepsiCo’s brands from December 2017 to July 2019. Prior to leading PepsiCo’s Walmart business, he served in various positions including Senior Vice President of Transformation for PepsiCo’s Frito-Lay North America business from July 2017 to December 2017 and Senior Vice President of Strategy for Frito-Lay from February 2016 to June 2017. Prior to joining PepsiCo, he was a partner in the Dallas office of McKinsey & Company, a strategic management consulting firm. Executive officers are elected by and serve at the discretion of the Board of Directors. Executive Officers of the Registrant The executive officers of the Company as of February 19, 2020, and their ages and current positions as of that date are as follows: David Gibbs, 56, is Chief Executive Officer of YUM a position he has held since January 2020. Prior to that, he served as President and Chief Operating Officer from August 2019 to December 2019, as President, Chief Financial Officer and Chief Operating Officer from January 2019 to August 2019 and as President and Chief Financial Officer from May 2016 to December 2018. Prior to these positions, he served as Chief Executive Officer of Pizza Hut Division from January 2015 to April 2016. From January 2014 to December 2014, Mr. Gibbs served as President of Pizza Hut U.S. Prior to this position, Mr. Gibbs served as President and Chief Financial Officer of Yum! Restaurants International, from May 2012 through December 2013. Mr. Gibbs served as Chief Financial Officer of YRI from January 2011 to April 2012. He was Chief Financial Officer of Pizza Hut U.S. from September 2005 to December 2010. (“YRI”) Inc. Scott Catlett, 43, is General Counsel and Corporate Secretary of YUM. He has severed in this position since July 2018. Prior to serving as General Counsel he served as Vice President and Deputy General Counsel of YUM from November 2015 to June 2018. From September 2007 to October 2015 Mr. Catlett held various YUM positions including Vice President & Associate General Counsel. Mark King, 60, is Chief Executive Officer of Taco Bell Division, a position he has held since August 2019. Before joining YUM, Mr. King served as President, adidas Group North America from June 2014 to June 2018 and as Chief Executive Officer of TaylorMade-adidas Golf from 2003 to 2014. Tony Lowings, 61, is Chief Executive Officer of KFC Division, a position he has held since January 2019. Prior to that, he served as President and Chief Operations Officer of KFC Division from August 2018 to December 2018. From November 2016 to July 2018 he served as Managing Director of Asia-Pacific and from February 2013 to October 2016 as Managing Director of KFC SOPAC (Australia and New Zealand). Mr. Lowings served in various positions including Chief Operations Officer of YRI and Managing Director of Latin America and the Caribbean for KFC, Pizza Hut and Taco Bell and General Manager of KFC and Pizza Hut in Australia and New Zealand from January 2010 to January 2013. K - 0 1 m r o F 16 YUM! BRANDS, INC. - 2019 Form 10-K PART II ITEM 5 Market for the Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information and Dividend Policy The Company’s Common Stock trades under the symbol YUM and is listed on the New York Stock Exchange (“NYSE”). As of February 12, 2020, there were 40,958 registered holders of record of the Company’s Common Stock. In 2019, the Company declared and paid four cash dividends of $0.42 per share. Over the long term, the Company targets an annual dividend Items and excluding mark-to-market adjustments related to our investment in payout ratio of 45% to 50% of Net Income, before Special Grubhub common stock. Issuer Purchases of Equity Securities The following table provides information as of December 31, 2019, with respect to shares of Common Stock repurchased by the Company during the quarter then ended. Fiscal Periods 10/1/19 – 10/31/19 11/1/19 – 11/30/19 12/1/19 – 12/31/19 Total Total number of shares purchased (thousands) 1,108 2,140 — 3,248 Average price paid per share Total number of shares purchased as part of publicly announced plans or programs (thousands) Approximate dollar value of shares that may yet be purchased under the plans or programs (millions) $ 110.34 $ $ 98.63 — 1,108 2,140 — 3,248 $ 507 $ 2,296 $ 2,000 F o r m 1 0 - K On November 21, 2019, our Board of Directors authorized share repurchases through June 2021 of up to $2 billion (excluding applicable transaction fees) of our outstanding Common Stock. As of December 31, 2019, we have remaining capacity to repurchase up to $2 billion of Common Stock under this authorization. An August 2018 share repurchase authorization, with unutilized share repurchase capacity of $296 million, expired on December 31, 2019. YUM! BRANDS, INC. - 2019 Form 10-K 17 PART II ITEM 5 Market for the Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities Stock Performance Graph This graph compares the cumulative total return of our Common Stock to the cumulative total return of the S&P 500 Index and the S&P 500 Consumer Discretionary Sector Index, a peer group that includes YUM, for the period from December 31, 2014 to December 31, 2019. The graph assumes that the value of the investment in our Common Stock and each index was $100 at December 31, 2014 and that all cash dividends were reinvested. In $ 250.00 200.00 150.00 100.00 50.00 2014 YUM 2015 2016 2017 2018 2019 S&P 500 S&P 500 Consumer Discretionary 12/31/2014 12/31/2015 12/30/2016 12/29/2017 12/31/2018 12/31/2019 $ 100 $ 100 $ 100 $ 103 $ 101 $ 110 $ 127 $ 113 $ 117 $ 166 $ 138 $ 144 $ 190 $ 132 $ 145 $ 212 $ 174 $ 185 YUM S&P 500 S&P Consumer Discretionary Source of total return data: Bloomberg K - 0 1 m r o F 18 YUM! BRANDS, INC. - 2019 Form 10-K PART II ITEM 6 Selected Financial Data SELECTED FINANCIAL DATA YUM! BRANDS, INC. AND SUBSIDIARIES (in millions, except per share and unit amounts) 2019 2018 2017 2016 2015 Income Statement Data Revenues Company sales Franchise and property revenues Franchise contributions for advertising and other services Total Refranchising (gain) loss Operating Profit Other pension (income) expense Interest expense, net Income from continuing operations before income taxes Income from continuing operations Income from discontinued operations, net of tax Net Income Basic earnings per share from continuing operations Basic earnings per share from discontinued operations Basic earnings per share Diluted earnings per share from continuing operations Diluted earnings per share from discontinued operations Diluted earnings per share Diluted earnings per share from continuing operations excluding Special Items Cash Flow Data Provided by operating activities Capital spending Proceeds from refranchising of restaurants Repurchase shares of Common Stock Dividends paid on Common Stock Balance Sheet Data Total assets Long-term debt Total debt Other Data Number of units at year end Franchise Company System System net new unit growth $ 1,546 $ 2,000 $ 3,572 $ 4,189 $ 4,336 2,306 2,167 2,082 2,660 1,391 5,597 2,482 1,206 5,688 — 5,878 (37) (540) (1,083) 1,930 2,296 2,761 4 486 1,373 1,294 N/A 1,294 4.23 N/A 4.23 4.14 N/A 4.14 3.55 14 452 1,839 1,542 N/A 1,542 4.80 N/A 4.80 4.69 N/A 4.69 3.17 47 445 2,274 1,340 N/A 1,340 3.86 N/A 3.86 3.77 N/A 3.77 2.96 — 6,356 (163) 1,682 32 307 1,345 1,018 625 1,643 2.58 1.59 4.17 2.54 1.56 4.10 2.46 — 6,418 23 1,434 40 141 1,253 926 357 1,283 2.13 0.82 2.95 2.09 0.81 2.90 2.31 F o r m 1 0 - K $ 1,315 $ 1,176 $ 1,030 $ 1,248 $ 1,260 196 110 815 511 234 825 2,390 462 318 1,773 1,960 416 427 370 5,403 744 442 213 1,200 730 $ 5,231 $ 4,130 $ 5,311 $ 5,453 $ 4,939 10,131 10,562 9,751 10,072 9,429 9,804 9,059 9,125 2,988 3,908 49,257 47,268 43,603 40,834 39,320 913 856 1,481 2,841 3,163 50,170 48,124 45,084 43,675 42,483 4% 7% 3% 3% 3% YUM! BRANDS, INC. - 2019 Form 10-K 19 PART II ITEM 6 Selected Financial Data System and same-store sales KFC Division System sales System sales growth (decline) System sales growth, ex FX and 53rd week Same-store sales growth Pizza Hut Division System sales System sales growth (decline) System sales growth, ex FX and 53rd week Same-store sales growth (decline) Taco Bell Division System sales System sales growth System sales growth, ex FX and 53rd week Same-store sales growth Shares outstanding at year end 2019 2018 2017 2016 2015 $27,900 $26,239 $24,515 $23,242 $22,628 6% 9% 4% 7% 6% 2% 5% 6% 3% 3% 6% 2% (3)% 5% 1% 12,900 12,212 12,034 12,019 11,999 6% 7% —% 1% 1% —% —% 2% —% —% 1% (2)% (1)% 3% —% 11,784 10,786 10,145 9,660 9,102 9% 8% 5% 300 6% 6% 4% 306 5% 7% 4% 332 6% 5% 2% 355 8% 8% 5% 420 Cash dividends declared per common share $ 1.68 $ 1.44 $ 0.90 $ 1.73 $ 1.74 Market price per share at year end $100.73 $ 91.92 $ 81.61 $ 63.33 $ 73.05 The table above reflects the impact of the adoption of new lease accounting standards in fiscal year 2019. Refer to Note 2 in our Consolidated Financial Statements for information regarding our adoption of the new lease standards. The table above reflects the impact of the adoption of new revenue recognition accounting standards in fiscal year 2018. Refer to Note 2 in our Consolidated Financial Statements for further information. System sales growth measures in 2019 and System unit growth in 2018 reflects the addition of approximately 1,300 Telepizza units in December 2018. See Management’s Discussion and Analysis (“MD&A”) Part II, Item 7 for a description of the Telepizza strategic alliance. Fiscal years for our U.S. and certain international subsidiaries that operate on a weekly periodic calendar include 52 weeks in 2018, 2017 and 2015 and 53 weeks in 2019 and 2016. Refer to Note 2 in our Consolidated Financial Statements for additional details related to our fiscal calendar, including the impact of the 53rd week on our results in 2019. the 53rd week added $24 million to Operating Profit and $17 million to our Net Income. In 2016, the 53rd week added $28 million to Operating Profit. In 2019, Discontinued operations in 2016 and 2015 reflects the spin-off of our China business into an independent, publicly-traded company (the “Separation”). The historical stock price for year end 2015 does not reflect any adjustment for the impact of the Separation. and 53rd week and Diluted earnings per share from continuing operations excluding Special Items are discussed in further detail in our MD&A within Part II, Item 7. Same-store sales growth and System net new unit growth are performance metrics and discussed in further detail in our MD&A within Part II, Item 7. See discussion of our 2019, 2018 and 2017 Special Items in our MD&A. Special Items in 2016 positively impacted Operating Profit by $35 million and positively impacted Net Income by $33 million, primarily due to Refranchising gains, partially offset by $67 million in costs associated with YUM’s Strategic Transformation Initiatives, $30 million in share-based compensation charges related to the Separation and $26 million due to costs associated with the KFC Acceleration Agreement. Additionally, incurred $26 million within Other Pension (income) expense primarily due to a settlement charge associated with an option for certain employees to voluntarily elect an early payout of their pension benefits. Special Items in 2015 negatively impacted Operating Profit by $91 million and negatively impacted Net Income by $95 million, due to costs associated with the KFC Acceleration Agreement and Refranchising losses. in 2016, we Selected financial data for years 2016 and 2015 has been recast from that originally presented to present a change in our reporting calendar and the retroactive adoption of an accounting standard related to the presentation of net periodic pension cost and net periodic postretirement benefit cost. The non-GAAP measures of System sales growth, System sales growth excluding the impacts of foreign currency translation (“FX”) The selected financial data should be read in conjunction with the Consolidated Financial Statements. K - 0 1 m r o F 20 YUM! BRANDS, INC. - 2019 Form 10-K PART II ITEM 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations Introduction and Overview The following Management’s Discussion and Analysis (“MD&A”), should be read in conjunction with the Consolidated Financial Statements (“Financial Statements”) in Item 8 and the Forward- Looking Statements and the Risk Factors set forth in Item 1A. All Note references herein refer to the Notes to the Financial Statements. Tabular amounts are displayed in millions of U.S. dollars except per share and unit count amounts, or as otherwise specifically identified. Percentages may not recompute due to rounding. Inc. “we”, “YUM”, (“Company”, Yum! Brands, “our”) franchises or operates a worldwide system of over 50,000 restaurants in more than 150 countries and territories, primarily under the concepts of KFC, Pizza Hut and Taco Bell (collectively, the “Concepts”). These three Concepts are global leaders of the chicken, pizza and Mexican-style food categories, respectively. Of the over 50,000 restaurants, 98% are operated by franchisees. “us” or (cid:129) More Focused. By focusing on four growth drivers similar to those that make up our Recipe for Growth above we accelerated system sales growth to 8% in 2019 (excluding the impacts of the 53rd week and foreign currency translation). (cid:129) More Franchised. The Company successfully increased franchise restaurant ownership to 98% as of the end of 2018. (cid:129) More Efficient. The Company revamped its financial profile, its organization and cost structure improving the efficiency of globally, by: (cid:129) Reducing capital annual expenditures associated with Company-operated restaurant maintenance and other projects and funded additional capital for new Company units through the refranchising of existing Company units. Capital spending in 2019 net of refranchising proceeds was $86 million. As of December 31, 2019, YUM consists of segments: three operating (cid:129) The KFC Division which includes our worldwide operations of the KFC concept (cid:129) The Pizza Hut Division which includes our worldwide operations of the Pizza Hut concept (cid:129) The Taco Bell Division which includes our worldwide operations of the Taco Bell concept Through our Recipe for Growth and Good we intend to unlock the growth potential of our Concepts and YUM, drive increased collaboration across our Concepts and geographies and consistently deliver better customer experiences, improved economics and higher rates of growth. Key enablers include accelerated use of technology and better leverage of our systemwide scale. Our Recipe for Growth is based on four key drivers: (cid:129) Unrivaled Culture and Talent: Leverage our culture and people capability to fuel brand performance and franchise success (cid:129) Unmatched Operating Capability: Recruit and equip the best restaurant operators in the world to deliver great customer experiences (cid:129) Relevant, Easy and Distinctive Brands: Innovate and elevate iconic restaurant brands people trust and champion (cid:129) Bold Restaurant Development: Drive market and franchise expansion with strong economics and value Our Recipe for Good reflects our global citizenship and sustainability strategy and practices, while reinforcing our public commitment to drive socially responsible growth, risk management and sustainable stewardship of our food, planet and people. On October 11, 2016 YUM announced our transformation plans to drive global expansion of our KFC, Pizza Hut and Taco Bell brands (“YUM’s Strategic Transformation Initiatives”) following the spin-off of our China business into an independent publicly-traded company under the name of Yum China Holdings, Inc. (“Yum China”). At this time, we established transformation goals that were met by the end of 2019 including becoming: (cid:129) Lowering General and administrative expenses (“G&A”) to 1.7% of system sales in 2019; and (cid:129) Maintaining an optimized capital structure of ~5.0x Earnings and Amortization Taxes, Depreciation Before (“EBITDA”) leverage. Interest, From 2017 through 2019, we returned $6.5 billion to shareholders through share repurchases and cash dividends. We funded these shareholder returns through a combination of refranchising proceeds, free cash flow generation and maintenance of our ~5.0x EBITDA leverage. We generated pre-tax proceeds of $2.8 billion through our refranchising initiatives to achieve targeted franchise ownership of 98%. Refer to the Liquidity and Capital Resources section of this MD&A for additional details. Going forward, we expect to: (cid:129) Maintain a capital structure of ~5.0x EBITDA leverage; (cid:129) Invest capital in a manner consistent with an asset light, franchisor model; and (cid:129) Allocate G&A in an efficient manner that provides leverage to operating profit growth while at the same time opportunistically investing in strategic growth initiatives. F o r m 1 0 - K in understanding our We intend for this MD&A to provide the reader with information that will assist including performance metrics that management uses to assess the Company’s performance. Throughout this MD&A, we commonly discuss the following performance metrics: results of operations, (cid:129) Same-store sales growth is the estimated percentage change in sales of all restaurants that have been open and in the YUM system for one year or more, including those temporarily closed. From time-to-time restaurants may be temporarily closed due to remodeling or image enhancement, rebuilding, natural disasters, health epidemic or pandemic, landlord disputes or other issues. We believe same-store sales growth is useful to investors because our results are heavily dependent on the results of our Concepts’ existing store base. Additionally, same-store sales growth is reflective of the strength of our Brands, the effectiveness of our operational and advertising initiatives and local economic and YUM! BRANDS, INC. - 2019 Form 10-K 21 PART II ITEM 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations consumer trends. In 2019, when calculating same-store sales growth we also included in our prior year base the sales of stores that were added as a result of the Telepizza strategic alliance in December 2018 and that were open for one year or more. See description of the Telepizza strategic alliance within this MD&A. (cid:129) Net new unit growth reflects new unit openings offset by store closures, by us and our franchisees. To determine whether a restaurant meets the definition of a unit we consider whether the restaurant has operations that are ongoing and independent from another YUM unit, serves the primary product of one of our Concepts, operates under a separate franchise agreement (if operated by a franchisee) and has substantial and sustainable sales. We believe net new unit growth is useful to investors because we depend on net new units for a significant portion of our growth. Additionally, net new unit growth is generally reflective of the economic returns to us and our franchisees from opening and operating our Concept restaurants. (cid:129) Company restaurant profit (“Restaurant profit”) is defined as Company sales less expenses incurred directly by our Company- owned restaurants in generating Company sales. Company restaurant margin as a percentage of sales is defined as Restaurant profit divided by Company sales. Restaurant profit is useful to investors as it provides a measure of profitability for our Company-owned stores. In addition to the results provided in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”), non-GAAP measurements. the Company provides following the (cid:129) System sales, System sales excluding the impacts of foreign currency translation (“FX”), and, in 2019, System sales excluding FX and the impact of the 53rd week for our U.S. subsidiaries and certain international subsidiaries that operate on a weekly periodic calendar. System sales include the results of all restaurants regardless of ownership, including Company-owned and franchise restaurants. Sales at franchise restaurants typically generate ongoing franchise and license fees for the Company at a rate of Results of Operations 3% to 6% of sales. Franchise restaurant sales are not included in Company sales on the Consolidated Statements of Income; however, the franchise and license fees derived from franchise restaurants are included in the Company’s revenues. We believe System sales growth is useful to investors as a significant indicator of the overall strength of our business as it incorporates all of our significant revenue drivers, Company and franchise same-store sales as well as net unit growth. (cid:129) Diluted Earnings Per Share excluding Special Items (as defined below); (cid:129) Effective Tax Rate excluding Special Items; (cid:129) Core Operating Profit and, in 2019, Core Operating Profit excluding the impact of the 53rd week. Core Operating Profit excludes Special Items and FX and we use Core Operating Profit for the purposes of evaluating performance internally. These non-GAAP measurements are not intended to replace the results in accordance with GAAP. presentation of our Rather, these the presentation of non-GAAP measurements provide additional information to investors to facilitate the comparison of past and present operations. the Company believes that financial Special Items are not included in any of our Division segment results as the Company does not believe they are indicative of our ongoing operations due to their size and/or nature. Our chief operating decision maker does not consider the impact of Special Items when assessing segment performance. Certain non-GAAP measurements are presented excluding the impact of FX. These amounts are derived by translating current year results at prior year average exchange rates. We believe the elimination of year-to-year comparability without the distortion of foreign currency fluctuations. FX impact provides better the For 2019 we provided Core Operating Profit excluding the impact of the 53rd week and System sales excluding the impact of the 53rd week to further enhance the comparability given the 53rd week that was part of our fiscal calendar in 2019. K - 0 1 m r o F Summary All comparisons within this summary are versus the same period a year ago and unless otherwise stated include the impact of a 53rd week in 2019. For discussion of our results of operations for 2018 compared to 2017, refer to the Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Part II, Item 7 of our Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on February 21, 2019. For 2019, GAAP diluted EPS decreased 12% to $4.14 per share, and diluted EPS, excluding Special Items, increased 12% to $3.55 per share. 2019 financial highlights: KFC Division Pizza Hut Division Taco Bell Division Worldwide System Sales, ex FX Same-Store Sales % Change Net New Units GAAP Operating Profit Core Operating Profit +10 +8 +9 +9 +4 Even +5 +3 +7 +1 +4 +4 +10 +6 +8 (16) +14 +8 +8 +12 22 YUM! BRANDS, INC. - 2019 Form 10-K PART II ITEM 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations Results Excluding 53rd Week in 2019 (% Change) Core Operating Profit System Sales, ex FX +9 +7 +8 +8 +13 +7 +6 +11 KFC Division Pizza Hut Division Taco Bell Division Worldwide Additionally: (cid:129) Adjusting the prior year base to include units added as a result of our fourth quarter 2018 strategic alliance with Telepizza, system sales growth, excluding the impacts of foreign currency translation and 53rd week, would have been 7% and 2% for Worldwide and the Pizza Hut Division, respectively. (cid:129) During the year, we opened 2,040 net new units for 4% net new unit growth. (cid:129) During the year, we refranchised 25 restaurants and sold certain restaurant assets associated with existing franchise restaurants to the franchisee for total pre-tax proceeds of $110 million. We recorded net refranchising gains of $37 million related to these transactions. (cid:129) During the year, we repurchased 7.8 million shares totaling $810 million at an average price of $104. (cid:129) During the year, we recognized pre-tax expense of $77 million related to the change in fair value of our investment in Grubhub, which resulted in a negative ($0.19) impact to diluted EPS on the year. (cid:129) Foreign currency translation impacted Divisional Operating Profit unfavorably for the year by $46 million. (cid:129) Our effective tax rate for the year was 5.7% and our effective tax rate, excluding Special Items, was 19.8%. Worldwide GAAP Results Company sales Franchise and property revenues Franchise contributions for advertising and other services Total revenues Restaurant profit Restaurant margin % G&A expenses Franchise and property expenses Franchise advertising and other services expense Refranchising (gain) loss Other (income) expense Operating Profit Investment (income) expense, net Other pension (income) expense Interest expense, net Income tax provision Net Income Diluted EPS(a) Effective tax rate (a) See Note 3 for the number of shares used in this calculation. 2019 Amount 2018 2017 2019 2018 % B/(W) 17.3% 1.8 ppts. 1.0 ppts. $ 1,546 $ 2,000 $ 3,572 2,660 1,391 2,482 1,206 $ 5,597 $ 5,688 $ $ 311 20.1% 917 180 1,368 (37) 4 $ $ 366 18.3% 895 188 1,208 (540) 7 $ $ $ 2,306 — 5,878 618 999 237 — (1,083) 10 $ 1,930 $ 2,296 $ 2,761 67 4 486 79 (9) 14 452 297 (5) 47 445 934 $ 1,294 $ 1,542 $ 4.14 $ 4.69 $ $ 1,340 3.77 (23) 7 15 (2) (15) (44) 8 N/A (3) (41) (2) 4 (13) (93) NM (16) NM 71 (8) 74 (16) (12) F o r m 1 0 - K 10 21 N/A (50) NM (17) 88 70 (1) 68 15 24 5.7% 16.2% 41.1% 10.5 ppts. 24.9 ppts. YUM! BRANDS, INC. - 2019 Form 10-K 23 PART II ITEM 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations Performance Metrics Unit Count Franchise Company-owned Total 2019 2018 49,257 47,268 913 856 50,170 48,124 2017 43,603 1,481 45,084 % Increase (Decrease) 2019 2018(a) 4 7 4 8 (42) 7 (a) 2018 unit growth includes units added as a result of our fourth quarter 2018 strategic alliance with Telepizza. Same-Store Sales Growth % Non-GAAP Items 2019 3 2018 2017 2 2 Non-GAAP Items, along with the reconciliation to the most comparable GAAP financial measure, are presented below. System Sales Growth %, reported System Sales Growth %, excluding FX System Sales Growth %, excluding FX and 53rd week Core Operating Profit Growth % Core Operating Profit Growth %, excluding 53rd week Diluted EPS Growth %, excluding Special Items Effective Tax Rate excluding Special Items K - 0 1 m r o F Detail of Special Items Refranchising gain (loss)(a) YUM’s Strategic Transformation Initiatives (See Note 4) Costs associated with Pizza Hut U.S. Transformation Agreement (See Note 4) Costs associated with KFC U.S. Acceleration Agreement (See Note 4) Non-cash credits (charges) associated with share-based compensation (See Note 4) Other Special Items Income (Expense)(b) Special Items Income (Expense) – Operating Profit Special Items – Other Pension Income (Expense) (See Note 4) Interest expense, net(b) Special Items Income (Expense) before Income Taxes Tax Expense on Special Items(c) Tax Benefit – Intercompany transfer of intellectual property(d) Tax Benefit (Expense) – U.S. Tax Act(e) Special Items Income, net of tax Average diluted shares outstanding Special Items diluted EPS 24 YUM! BRANDS, INC. - 2019 Form 10-K 2019 2018 2017 7 9 8 12 11 12 5 5 N/A Even N/A 7 4 4 5 7 9 20 19.8% 20.4% 18.8% Year 2019 2018 2017 $ 12 — (13) — — (10) (11) — (2) (13) (30) 226 — $ 540 $ 1,083 (8) (6) (2) 3 3 (23) (31) (17) (18) 7 530 1,001 — — 530 (96) — 66 (23) — 978 (256) — (434) 288 355 $ 183 $ 500 $ 313 329 $ 0.59 $ 1.52 $ 0.81 PART II ITEM 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations Reconciliation of GAAP Operating Profit to Core Operating Profit and Core Operating Profit, excluding 53rd Week 2019 2018 2017 Year Consolidated GAAP Operating Profit Special Items Income (Expense) – Operating Profit Foreign Currency Impact on Divisional Operating Profit(f) Core Operating Profit Impact of 53rd Week Core Operating Profit, excluding 53rd Week KFC Division GAAP Operating Profit Foreign Currency Impact on Divisional Operating Profit(f) Core Operating Profit Impact of 53rd Week Core Operating Profit, excluding 53rd Week Pizza Hut Division GAAP Operating Profit Foreign Currency Impact on Divisional Operating Profit(f) Core Operating Profit Impact of 53rd Week Core Operating Profit, excluding 53rd Week Taco Bell Division GAAP Operating Profit Foreign Currency Impact on Divisional Operating Profit(f) Core Operating Profit Impact of 53rd Week Core Operating Profit, excluding 53rd Week Reconciliation of Diluted EPS to Diluted EPS excluding Special Items Diluted EPS Special Items Diluted EPS Diluted EPS excluding Special Items Reconciliation of GAAP Effective Tax Rate to Effective Tax Rate, excluding Special Items GAAP Effective Tax Rate Impact on Tax Rate as a result of Special Items(c)(d)(e) Effective Tax Rate excluding Special Items Reconciliation of GAAP Company sales to System sales, System sales, excluding FX and System sales, excluding FX and 53rd week Consolidated GAAP Company sales(g) Franchise sales System sales Foreign Currency Impact on System sales(h) System sales, excluding FX Impact of 53rd week $ 1,930 $ 2,296 $ 2,761 $ $ $ $ $ $ $ $ $ (11) (46) 1,987 24 1,963 1,052 (39) 1,091 8 1,083 369 (7) 376 3 373 683 — 683 13 670 4.14 0.59 3.55 5.7% (14.1)% 19.8% $ $ $ $ $ $ $ $ $ 530 1 1,765 N/A 1,765 959 — 959 N/A 959 348 1 347 N/A 347 633 — 633 N/A 633 4.69 1.52 3.17 16.2% (4.2)% 20.4% $ $ $ $ $ $ $ $ $ 1,001 N/A 1,760 N/A 1,760 981 N/A 981 N/A 981 341 N/A 341 N/A 341 619 N/A 619 N/A 619 3.77 0.81 2.96 41.1% 22.3% 18.8% $ 1,546 $ 2,000 $ 3,572 51,038 52,584 (1,169) 53,753 454 47,237 49,237 186 43,122 46,694 N/A 49,051 46,694 N/A N/A F o r m 1 0 - K System sales, excluding FX and 53rd Week $ 53,299 $ 49,051 $ 46,694 YUM! BRANDS, INC. - 2019 Form 10-K 25 PART II ITEM 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations Reconciliation of GAAP Company sales to System sales, System sales, excluding FX and System sales, excluding FX and 53rd week 2019 2018 2017 Year KFC Division GAAP Company sales(g) Franchise sales System sales Foreign Currency Impact on System sales(h) System sales, excluding FX Impact of 53rd week $ 571 $ 894 $ 1,928 27,329 27,900 (898) 25,345 26,239 142 22,587 24,515 N/A 28,798 26,097 24,515 167 N/A N/A System sales, excluding FX and 53rd Week $ 28,631 $ 26,097 $ 24,515 Pizza Hut Division GAAP Company sales(g) Franchise sales System sales Foreign Currency Impact on System sales(h) System sales, excluding FX Impact of 53rd week $ 54 $ 69 $ 285 12,846 12,900 (259) 12,143 12,212 47 11,749 12,034 N/A 13,159 12,165 12,034 103 N/A N/A System sales, excluding FX and 53rd Week $ 13,056 $ 12,165 $ 12,034 Taco Bell Division GAAP Company sales(g) Franchise sales System sales Foreign Currency Impact on System sales(h) System sales, excluding FX Impact of 53rd week $ 921 $ 1,037 $ 1,359 10,863 11,784 (12) 9,749 10,786 (3) 8,786 10,145 N/A 11,796 10,789 10,145 184 N/A N/A K - 0 1 m r o F System sales, excluding FX and 53rd Week $ 11,612 $ 10,789 $ 10,145 (a) We have reflected as Special Items those refranchising gains and losses that were recorded in connection with or prior to our previously announced plans to have at least 98% franchise restaurant ownership by the end of 2018. As such, refranchising gains and losses recorded during 2019 as Special Items primarily include gains or losses associated with sales of underlying real estate associated with stores that were franchised as of December 31, 2018 or true-ups to refranchising gains and losses recorded prior to December 31, 2018. During the years ended December 31, 2019, 2018 and 2017, we recorded net refranchising gains of $12 million, $540 million and $1,083 million, respectively, that have been reflected as Special Items. (b) In the second quarter of 2019 we recorded charges of $8 million and $2 million to Other (income) expense and Interest expense, net, respectively, related to cash payments in excess of our recorded liability to settle contingent consideration associated with our 2013 acquisition of the KFC Turkey and Pizza Hut Turkey businesses. Consistent with prior adjustments to the recorded contingent consideration we have reflected this as a Special Item. (c) Tax Expense on Special Items was determined based upon the impact of the nature, as well as the jurisdiction of the respective individual components within Special Items. Additionally, we increased our Income tax provision by $34 million in the fourth quarter of 2019 to record a reserve against and by $19 million in the second quarter of 2018 to correct an error related to the tax recorded on a prior year divestiture, the effects of which were previously recorded as a Special Item. (d) During the year ended December 31, 2019 we completed intercompany transfers of certain intellectual property rights. As a result of the transfer of certain of these rights, largely to subsidiaries in the United Kingdom, we received a step-up in tax basis to current fair value under applicable tax law. To the extent this step-up in basis will be amortizable against future taxable income, we recognized a one-time deferred tax benefit of $226 million as a Special Item in the year ended December 31, 2019. See Note 17 for further discussion. (e) In 2018, we recorded a $35 million decrease related to our provisional tax expense recorded in the fourth quarter of 2017 associated with the Tax Cuts and Jobs Act of 2017 (“Tax Act”) that was reported as a Special Item. We also recorded a Special Items tax benefit of $31 million in 2018 related to 2018 U.S. foreign tax credits that became realizable directly as a result of the impact of deemed repatriation tax expense associated with the Tax Act. We recognized $434 million in our 2017 Income tax provision that was reported as a Special Item as a result of the December 22, 2017 enactment of the Tax Act. (f) The foreign currency impact on reported Operating Profit is presented in relation only to the immediately preceding year presented. When determining applicable Core Operating Profit Growth percentages, the Core Operating Profit for the current year should be compared to the prior year Operating Profit, prior to adjustment for the prior year FX impact. (g) Company sales represents sales from our Company-operated stores as presented on our Consolidated Statements of Income. 26 YUM! BRANDS, INC. - 2019 Form 10-K PART II ITEM 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations (h) The foreign currency impact on System sales is presented in relation only to the immediately preceding year presented. When determining applicable System sales growth percentages, the System sales excluding FX for the current year should be compared to the prior year System sales prior to adjustment for the prior year FX impact. Items Impacting Reported Results and/or Expected to Impact Future Results The following items impacted reported results in 2019 and/or 2018 and/or are expected to impact future results. See also the Detail of Special Items section of this M&DA for other items similarly impacting results. Extra Week in 2019 Fiscal 2019 included a 53rd week for all of our U.S. and certain international subsidiaries that operate on a period calendar. See Note 2 for additional details related to our fiscal calendar. The following table summarizes the estimated impact of the 53rd week on Revenues and Operating Profit for the year ended December 31, 2019. The 53rd week in 2019 favorably impacted Diluted EPS by $0.05 per share. Revenues Company sales Franchise and property revenues Franchise contributions for advertising and other services Total revenues Operating Profit Franchise and property revenues Franchise contributions for advertising and other services Restaurant profit Franchise and property expenses Franchise for advertising and other services expenses G&A expenses Operating Profit KFC Division Pizza Hut Division Taco Bell Division Total $ $ $ $ 8 9 5 22 9 5 1 — (5) (2) 8 $ $ $ $ 1 5 5 11 5 5 — (1) (5) (1) 3 $ $ $ $ 15 10 8 33 $ 10 $ 8 5 — (8) (2) $ 13 $ 24 24 18 66 24 18 6 (1) (18) (5) 24 Impact of Coronavirus Outbreak Since the beginning of 2020, the novel coronavirus outbreak in mainland China has significantly impacted the operations of our largest master franchisee, Yum China, who pays us a continuing fee of 3% on system sales of our Concepts in mainland China. These continuing fees represented approximately 20% of the KFC Division and 16% of the PH Division operating profits in the year ended December 31, 2019. Through the date of the filing of this Form 10-K, Yum China has experienced widespread store closures and significant sales declines as a result of the coronavirus. Additionally, other nearby franchisees, such as those in Hong Kong and Taiwan, have experienced significant sales declines as well. While our Concepts outside of China have not experienced the same levels of same-store sales declines or store closures to date that Yum China has experienced, there can be no assurance that the impacts of the coronavirus will not have a material, adverse impact on our and our franchisees’ results on a more widespread basis. The coronavirus situation is ongoing and its dynamic nature makes it difficult to forecast any impacts on the Company’s 2020 results with any certainty. However, as of the date of this filing we expect our results for the quarter ending March 31, 2020 to be significantly impacted with potential continuing, adverse impacts beyond March 31, 2020. F o r m 1 0 - K Pizza Hut U.S. Franchisee Issues During the year ended December 31, 2019 the Pizza Hut Division recorded $22 million in bad debt expense primarily associated with the nearly $600 million in continuing and initial fees earned in 2019 from franchisees. This represented an increase of $12 million versus the bad debt provision within the Division for the year ended December 31, 2018. The increased bad debt was largely attributable to a small number of U.S. franchisees who are facing financial challenges due to unit-level economics that have been pressured by wage increases and recent U.S. same- store sales declines of 1% in 2019, including a decline of 4% in the fourth quarter of 2019. Additionally, certain Pizza Hut U.S. franchisees are burdened by high debt service levels. We continue to believe that the move of the Pizza Hut U.S. system to a more delivery-focused and modern estate will optimize our ability to grow the Pizza Hut U.S. system going forward. However, we could see impacts to our near-term results as we work through transitions of the estate and of certain franchise stores to new franchisees. These impacts could include expense related to further bad debts and payments we may be required to make with regard to franchisee lease obligations for which we remain secondarily liable. Additionally, Pizza Hut U.S. system sales could be negatively impacted by decreased system advertising spend due to lower franchisee contributions and closures of underperforming units, including certain units that are largely dine-in focused. Given the fluid nature of issues surrounding our Pizza Hut U.S. franchisees, in particular surrounding our largest Pizza Hut U.S. franchisee who owns approximately 1,225 units or 17% of the Pizza Hut U.S. system as of December 31, 2019, the potential impact to the Company’s 2020 results is difficult to forecast. YUM! BRANDS, INC. - 2019 Form 10-K 27 PART II ITEM 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations Refranchising Initiatives During the years ended December 31, 2019, 2018 and 2017, we recorded net refranchising gains of $37 million, $540 million and $1,083 million, respectively. We have reflected those refranchising gains and losses that were recorded in connection with or prior to our previously announced plans to have at least 98% franchise restaurant ownership by the end of 2018 as Special Items. In 2019 net refranchising gains reflected as Special Items included $12 million associated with sales of underlying real estate associated with stores that were franchised as of December 31, 2018 or true-ups to refranchising gains and losses recorded prior to December 31, 2018. All net refranchising gains recorded in 2018 and 2017 were reflected as Special Items. Additionally, during the year ended December 31, 2019 we recorded net refranchising gains of $25 million that have not been reflected as Items. These net gains relate to the refranchising of restaurants in 2019 that were not part of and arose subsequent to our Special aforementioned plans to achieve 98% franchise ownership. Investment in Grubhub For the years ended December 31, 2019 and 2018 we recognized pre-tax expense of $77 million and pre-tax income of $14 million, respectively, related to changes in fair value in our investment in Grubhub, Inc. (“Grubhub”). See Note 4 for further discussion of our investment in Grubhub. Telepizza Strategic Alliance On December 30, 2018, the Company consummated a strategic alliance with Telepizza Group S.A. (“Telepizza”), the largest non U.S.-based pizza delivery company in the world, to be the master franchisee of Pizza Hut in Latin America and portions of Europe. The key terms of the alliance are set forth below: (cid:129) In Spain and Portugal Telepizza will continue operating the Telepizza brand and will oversee franchisees operating Pizza Hut branded restaurants (cid:129) In Latin America (excluding Brazil), the Caribbean and Switzerland, Telepizza will progressively convert its existing restaurants to the Pizza Hut brand and oversee franchisees operating Pizza Hut branded restaurants (cid:129) Telepizza will manage supply chain logistics for the entire master franchise territory and will become an authorized supplier of Pizza Hut branded restaurants (cid:129) Across the regions covered by the master franchise agreement, Telepizza will target opening at least 1,300 new units over the next ten years and 2,550 units in total over 20 years As a result of the alliance we added approximately 1,300 Telepizza units to our Pizza Hut Division unit count on December 30, 2018. In total approximately 2,300 Pizza Hut and Telepizza units are subject to the master franchise agreement as of December 31, 2019. Based upon our ongoing and active maintenance of the Pizza Hut intellectual property as well as Telepizza’s active involvement in supply chain management and their role as a master franchisee, both parties are exposed to significant risks and rewards depending on the commercial success of the alliance. As a result, the alliance has been identified as a collaborative arrangement and upon consummation of the alliance no amounts were recorded in our Consolidated Financial Statements (other than insignificant success fees that were paid to third-party advisors). Subsequent to consummation of the deal, for all Pizza Hut restaurants that are part of the alliance, we are receiving a continuing fee of 3.5% of restaurant sales. Likewise, for most Telepizza restaurants that are part of the alliance we are receiving an alliance fee of 3.5% of restaurant sales. These fees are being recorded as Franchise and property revenues within our Consolidated Statement of Income when the related sales occur, consistent with our recognition of continuing fees for all other restaurants subject to our franchise agreements. These fees are reduced by a sales-based credit that decreases over time and, potentially, certain incentive payments if development or conversion targets are met. Previously, the existing Pizza Hut restaurants that are now subject to the master franchise agreement with Telepizza generally paid a continuing fee of 6% of restaurant sales consistent with our standard International franchise agreement terms. The impact to Operating Profit for the year ended December 31, 2019 as a result of the strategic alliance was not significant. System Sales growth in 2019, excluding foreign currency and 53rd week, was approximately 1 and 5 percentage points higher for Worldwide and the Pizza Hut Division, respectively as a result of the strategic alliance. Additionally, net new unit growth in 2018 was approximately 3 and 8 percentage points higher for Worldwide and the Pizza Hut Division, respectively, as a result of the strategic alliance. K - 0 1 m r o F KFC United Kingdom (“UK”) Supply Availability Issues On February 14, 2018, we and our franchisees transitioned to a new distributor for the products supplied to our approximately 900 KFCs in the United Kingdom and Ireland (those restaurants accounted for approximately 3% of YUM’s global system sales in the year ended December 31, 2018). In connection with this transition, certain of the restaurants experienced supply availability issues which resulted in store closures or stores operating under a limited menu. Beginning mid-May 2018, all restaurants opened for business, offering their full menus, with advertising beginning at the end of May. On a full-year basis in 2018, we estimated the negative impact to Core Operating Profit growth was 2 percentage points for KFC Division and 1 percentage point for YUM, respectively, and the negative impact to same-store sales growth was 50 basis points for KFC Division and 25 basis points for YUM, respectively, as a result of these supply availability issues. 28 YUM! BRANDS, INC. - 2019 Form 10-K 9 N/A (34) 10 20 (3) (24) 7 2 (54) 10 N/A (15) (59) 6 N/A (53) 9 N/A (15) (58) PART II ITEM 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations KFC Division The KFC Division has 24,104 units, 83% of which are located outside the U.S. Additionally, 99% of the KFC Division units were operated by franchisees as of the end of 2019. 2019 2018 2017 Reported Ex FX Ex FX and 53rd Week in 2019 Reported Ex FX % B/(W) 2019 % B/(W) 2018 System Sales $ 27,900 $ 26,239 $ 24,515 Same-Store Sales Growth % 6 4 Company sales $ 571 $ 894 $ 1,928 (36) 10 N/A (33) 1,390 1,294 1,182 7 11 530 2,491 87 456 2,644 119 $ $ — $ $ 3,110 289 16 (6) (26) 21 (2) (23) Franchise and property revenues Franchise contributions for advertising and other services Total revenues Restaurant profit Restaurant margin % G&A expenses Franchise and property expenses Franchise advertising and other services expense $ $ $ 15.3% 13.3% 15.0% 2.0 ppts. 2.0 ppts. 2.0 ppts. (1.7) ppts. (1.5) ppts. 346 $ 350 $ 370 89 520 107 452 117 — Operating Profit $ 1,052 $ 959 $ 981 Unit Count Franchise Company-owned Total 1 17 (15) 10 (1) 13 (20) 14 (1) 13 (19) 13 5 8 N/A (2) 5 9 N/A (2) 2019 23,759 345 24,104 2018 22,297 324 22,621 2017 20,819 668 21,487 % Increase (Decrease) 2019 2018 7 6 7 7 (51) 5 Company sales and Restaurant margin percentage In 2019, the decrease in Company sales, excluding the impacts of foreign currency translation and 53rd week, was primarily driven by refranchising offset by company same-store sales growth of 5%, including lapping the prior year impact of supply interruptions in our KFC UK business. The 2019 increase in Restaurant margin percentage was driven by same-store sales growth, including lapping the prior year impact of supply interruptions in our KFC UK business, and refranchising. Franchise and property revenues In 2019, the increase in Franchise and property revenues, excluding the impacts of foreign currency translation and 53rd week, was driven by international net new unit growth, franchise same-store sales growth of 4%, including lapping the prior year impact of supply interruptions in our KFC UK business, and refranchising. G&A In 2019, the increase in G&A, excluding the impacts of foreign currency translation and 53rd week, was driven by higher expenses related to our deferred and incentive compensation programs, partially offset by the positive impact of YUM’s Strategic Transformation Initiatives, including reductions in G&A directly attributable to refranchising. YUM! BRANDS, INC. - 2019 Form 10-K 29 F o r m 1 0 - K PART II ITEM 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations Operating Profit In 2019, the increase in Operating Profit, excluding the impacts of foreign currency translation and 53rd week, was driven by net new unit growth, same-store sales growth and lapping the prior year impact of supply interruptions in our KFC UK business. Pizza Hut Division The Pizza Hut Division has 18,703 units, 61% of which are located outside the U.S. The Pizza Hut Division uses multiple distribution channels including delivery, dine-in and express (e.g. airports) and includes units operating under both the Pizza Hut and Telepizza brands. Additionally, over 99% of the Pizza Hut Division units were operated by franchisees as of the end of 2019. % B/(W) 2019 % B/(W) 2018 System Sales $12,900 $12,212 $12,034 6 8 2019 2018 2017 Reported Ex FX Same-Store Sales Growth (Decline) % Company sales $ 54 $ 69 $ 285 Even (23) N/A (21) 597 598 608 Even 1 Franchise and property revenues Franchise contributions for advertising and other services 376 321 — Total revenues Restaurant profit $ 1,027 $ 3 $ $ 988 $ 893 — $ 14 17 4 NM 18 5 NM Ex FX and 53rd Week in 2019 Reported Ex FX 7 N/A (21) 1 16 4 NM 1 Even (76) (2) N/A 11 NM 1 N/A (76) (2) N/A 10 NM Restaurant margin % 4.2% (0.1)% 5.3% 4.3 ppts. 4.2 ppts. 4.1 ppts. (5.4) ppts. (5.3) ppts. G&A expenses $ 202 $ 197 $ 211 Franchise and property expenses Franchise advertising and other services expense 39 45 367 328 68 — Operating Profit $ 369 $ 348 $ 341 (2) 12 (12) 6 (3) 11 (12) 8 (2) 13 (11) 7 7 35 N/A 2 7 36 N/A 2 K - 0 1 m r o F Unit Count Franchise Company-owned Total 2019 18,603 100 18,703 2018 18,369 62 18,431 2017 16,588 160 16,748 % Increase (Decrease) 2019 2018(a) 1 61 1 11 (61) 10 (a) 2018 unit growth includes units added as a result of our fourth quarter 2018 strategic alliance with Telepizza. Company sales In 2019, the decrease in Company sales, excluding the impacts of foreign currency translation and 53rd week, was driven by refranchising. Company same-store sales growth was 2%. Franchise and property revenues In 2019, the increase in Franchise and property revenues, excluding the impacts of foreign currency translation and 53rd week, was driven by net new unit growth. Franchise same-store sales were flat. G&A In 2019, the increase in G&A, excluding the impacts of foreign currency translation and 53rd week, was driven by higher expenses related to our deferred compensation program, partially offset the positive impact of YUM’s Strategic Transformation Initiatives, including reductions in G&A directly attributable to refranchising. 30 YUM! BRANDS, INC. - 2019 Form 10-K PART II ITEM 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations Operating Profit In 2019, the increase in Operating Profit, excluding the impacts of foreign currency translation and 53rd week, was driven by lapping advertising costs in the prior year associated with the Pizza Hut Transformation Agreement (See Note 4), higher profit associated with providing incremental technology-related services, net new unit growth and refranchising, partially offset by higher provisions for past due receivables and higher G&A. Taco Bell Division The Taco Bell Division has 7,363 units, 92% of which are in the U.S. The Company-owned 7% of the Taco Bell units in the U.S. as of the end of 2019. 2019 2018 2017 Reported Ex FX Ex FX and 53rd Week in 2019 Reported Ex FX % B/(W) 2019 % B/(W) 2018 System Sales $ 11,784 $ 10,786 $ 10,145 Same-Store Sales Growth % Company sales $ 921 $ 1,037 $ 1,359 Franchise and property revenues Franchise contributions for advertising and other services Total revenues Restaurant profit Restaurant margin % G&A expenses Franchise and property expenses Franchise advertising and other services expense $ $ $ 673 590 521 485 2,079 221 429 2,056 244 $ $ — $ $ 1,880 305 181 $ 177 $ 188 38 28 481 428 22 — Operating Profit $ 683 $ 633 $ 619 Unit Count Franchise Company-owned Total 9 5 (11) 14 13 1 (9) 9 N/A (11) 14 13 1 (9) 8 N/A (13) 12 11 — (11) 6 4 (24) 13 N/A 9 (20) 6 N/A (24) 13 N/A 9 (20) (2) (33) (12) 8 (3) (33) (12) 8 (2) (32) (11) 6 6 6 (31) (31) N/A 2 N/A 2 2019 6,895 468 7,363 2018 6,602 470 7,072 2017 6,196 653 6,849 % Increase (Decrease) 2019 2018 4 — 4 7 (28) 3 F o r m 1 0 - K 24.0% 23.5% 22.4% 0.5 ppts. 0.5 ppts. 0.4 ppts. 1.1 ppts. 1.1 ppts. Company sales and Restaurant margin percentage In 2019, the decrease in Company Sales, excluding the impact of 53rd week, was driven by refranchising partially offset by company same-store sales growth of 4% and net new unit growth. In 2019, the increase in restaurant margin percentage was driven by same-store sales growth partially offset by higher labor and commodity costs. Franchise and property revenues In 2019, the increase in Franchise and property revenues, excluding the impact of 53rd week, was driven by franchise same-store sales growth of 5%, refranchising and net new unit growth. G&A In 2019, the increase in G&A, excluding the impact of 53rd week, was driven by higher expenses related to our deferred and incentive compensation programs and the unfavorable impact of lapping prior year forfeitures related to share based compensation awards, partially offset by the positive impact of YUM’s Strategic Transformation Initiatives. YUM! BRANDS, INC. - 2019 Form 10-K 31 PART II ITEM 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations Operating Profit In 2019, the increase in Operating Profit, excluding the impacts of foreign currency translation and 53rd week, was driven by same-store sales growth and net new unit growth, partially offset by refranchising and higher restaurant operating costs. Corporate & Unallocated (Expense)/Income Corporate and unallocated G&A Unallocated restaurant costs Unallocated Franchise and property revenues Unallocated Franchise and property expenses Refranchising gain (loss) (See Note 4) Unallocated Other income (expense) (See Note 4) Investment income (expense), net (See Note 4) Other pension income (expense) (See Note 14) Interest expense, net Income tax provision (See Note 17) Effective tax rate (See Note 17) 2019 2018 2017 2019 2018 % B/(W) $ (188) $ (171) $ (230) — — (14) 37 (9) (67) (4) (486) (79) 5.7% 3 — (8) 10 (5) (30) 540 1,083 (8) 9 (14) (452) (297) (8) 5 (47) (445) (934) (10) (95) NM (72) (93) NM NM 71 (8) 74 26 (69) NM 73 (50) NM 88 70 (1) 68 16.2% 41.1% 10.5 ppts. 24.9 ppts. Corporate and unallocated G&A In 2019, the increase in Corporate and unallocated G&A expenses was driven by higher expenses related to our deferred and incentive compensation programs and higher professional fees related to strategic projects, the largest of which was related to global tax reforms, partially offset by lapping costs associated with YUM’s Strategic Transformation Initiatives (See Note 4) and current year G&A reductions due to the impact of YUM’s Strategic Transformation Initiatives. Unallocated restaurant costs Unallocated restaurant costs represents the cessation of depreciation on held for sale assets that were not allocated to the Division segments. Unallocated Franchise and property expenses Unallocated Franchise and property expenses reflect charges related to the Pizza Hut U.S. Transformation Agreement and/or the KFC U.S. Acceleration Agreement. See Note 4. Interest expense, net The increase in Interest expense, net for 2019 was driven by increased outstanding borrowings. See Note 10. K - 0 1 m r o F Consolidated Cash Flows Net cash provided by operating activities was $1,315 million in 2019 compared to $1,176 million in 2018. The increase was largely driven by an increase in Operating profit before Special Items and lower compensation payments, partially offset by an increase in interest payments. Net cash used in investing activities was $88 million in 2019 compared to net cash provided by investing activities of $313 million in 2018. The change was primarily driven by lower refranchising proceeds in the current year, partially offset by the lapping of our prior year investment in Grubhub common stock and the acquisition of QuikOrder, LLC, an online ordering software and service provider for the restaurant industry (“QuikOrder”) (See Note 9). Net cash used in financing activities was $938 million in 2019 compared to $2,620 million in 2018. The decrease was primarily driven by lower share repurchases and higher net borrowings in 2019. Consolidated Financial Condition Our Consolidated Balance Sheet was impacted by the adoption of Topic 842 (See Note 2) and deferred tax assets recorded related to the intercompany transfers of certain intellectual property rights (See Note 17). 32 YUM! BRANDS, INC. - 2019 Form 10-K PART II ITEM 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources Our primary sources of liquidity are cash on hand, cash generated by operations and availability under our revolving facilities. As of December 31, 2019, we had Cash and cash equivalents of $605 million. Cash and cash equivalents increased from $292 million at December 31, 2018 due to the issuance of $800 million aggregate principal amount of YUM Senior Unsecured Notes in September 2019. We have historically generated substantial cash flows from the operations of our Company-owned stores and from our extensive franchise operations, which require a limited YUM investment. Our annual operating cash flows have historically been in excess of $1 billion. Decreases in operating cash flows from the operation of fewer Company-owned stores due to refranchising in recent years have been offset, and are expected to continue to be offset, with savings generated from decreased capital investment and G&A required to support company operations. To the extent operating cash flows plus other sources of cash such as refranchising proceeds do not cover our anticipated cash needs, we maintain a $1 billion Revolving Facility under our existing Credit Agreement that was undrawn as of year end 2019. We believe that our existing cash on hand, cash from operations and availability under our Revolving Facility, will be sufficient to fund our operations, anticipated capital expenditures and debt repayment obligations over the next twelve months. From 2017 through 2019, we returned a cumulative $6.5 billion to shareholders through share repurchases and cash dividends. We funded these shareholder returns through a combination of refranchising proceeds, free cash flow generation and maintenance of our ~5.0x EBITDA leverage. From the fourth quarter of 2016 to the end of 2018, we generated total gross refranchising proceeds of $2.8 billion in connection with our initiative to increase franchise ownership to 98%. Going forward, we anticipate refranchising proceeds to be much more limited and any shareholder returns we choose to make to be funded through cash flows from operations and leverage maintenance. Debt Instruments As of December 31, 2019, approximately 92%, including the impact of interest rate swaps, of our $10.6 billion of total debt outstanding, excluding finance leases, is fixed with an effective overall interest rate of approximately 4.7%. We are managing a capital structure which is levered in-line with our target of ~5.0x EBITDA, and which we believe On January 6, 2020, we announced our definitive agreement pursuant to which the Company will acquire all of the issued and outstanding common shares of The Habit Restaurants, Inc. (“Habit”) for $14 per share in cash or a total of approximately $375 million. The transaction is subject to approval by Habit’s stockholders and other customary closing conditions. The transaction is expected to be completed by the end of the first-quarter of 2020. if Additionally, the transaction is consummated, Habit will make payment to certain of its former shareholders pursuant to an existing Tax Receivable Agreement in the aggregate amount of approximately $53 million. The amount of this payment in excess of Habit’s cash necessary at closing for normal working capital purposes, in addition to customary transaction fees and expenses, will be liabilities funded by the Company. We intend to fund all amounts for the acquisition of Habit using cash on hand and available borrowing capacity under our Revolving Facility. Our balance sheet often reflects a working capital deficit, which is not uncommon in our industry and is also historically common for YUM. Our royalty receivables from franchisees are generally due within 30 days of the period in which the related sales occur and Company sales are paid in cash or by credit card (which is quickly converted into cash). Substantial amounts of cash received have historically been either returned to shareholders or invested in new restaurant assets which are non-current in nature. As part of our working capital strategy, we negotiate favorable credit terms with vendors and, as a result, our on-hand inventory turns faster than the related short-term liabilities. Accordingly, it is not unusual for current liabilities to exceed current assets. We believe such a deficit has no significant impact on our liquidity or operations. provides an attractive balance between optimized interest rates, duration and flexibility with diversified sources of liquidity and maturities spread over multiple years. We have credit ratings of BB (Standard & Poor’s)/Ba2 (Moody’s) with a balance sheet consistent with highly-levered peer restaurant franchise companies. The following table summarizes the future maturities of our outstanding long-term debt, excluding finance leases and debt issuance costs and discounts, as of December 31, 2019. 2020 2021 2022 2023 2024 2025 2026 2027 2028 2030 2037 2043 Total Securitization Notes Credit Agreement Subsidiary Senior Unsecured Notes YUM Senior Unsecured Notes $ 29 $ 29 $ 29 $ 1,281 $ 16 $ 16 $ 921 $ 6 $ 571 51 76 395 20 20 1,836 1,050 1,050 750 $ 2,898 2,398 2,850 350 350 325 800 325 275 2,425 Total $ 430 $ 455 $ 424 $ 1,626 $ 1,086 $ 1,852 $ 1,971 $ 756 $ 571 $ 800 $ 325 $ 275 $ 10,571 Securitization Notes include four senior secured notes issued by Taco Bell Funding, LLC (the “Issuer”) totaling $2.9 billion with fixed interest rates ranging from 4.318% to 4.970%. The Securitization Notes are secured by substantially all of the assets of the Issuer and the Issuer’s special purpose, wholly-owned subsidiaries (collectively with the Issuer, the “Securitization Entities”), and include a lien on all existing and future U.S. Taco Bell franchise and license agreements and the royalties payable thereunder, existing and future U.S. Taco intellectual property, certain transaction accounts and a pledge Bell of the equity interests in asset-owning Securitization Entities. The Securitization Notes contain cross-default provisions whereby the failure to pay principal on any outstanding Securitization Notes will constitute an event of default under any other Securitization Notes. Credit Agreement includes senior secured credit facilities consisting of a $463 million Term Loan A facility (the “Term Loan A Facility”), a $1.9 billion Term Loan B facility (the “Term Loan B Facility”) and a $1.0 billion revolving facility (the “Revolving Facility”) issued by KFC YUM! BRANDS, INC. - 2019 Form 10-K 33 F o r m 1 0 - K PART II ITEM 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations Holding Co., Pizza Hut Holdings, LLC and Taco Bell of America, LLC, each of which is a wholly-owned subsidiary of the Company, as co-borrowers (the “Borrowers”). Our Revolving Facility was undrawn as of December 31, 2019. The interest rates applicable to the Credit Agreement range from 1.25% to 1.75% plus LIBOR or from 0.25% to 0.75% plus the Base Rate, at the Borrowers’ election, based upon the total net the Borrowers and the Specified Guarantors (as defined in the Credit Agreement). Our Term Loan A Facility and Term Loan B Facility contain cross-default provisions whereby the failure to pay principal of or otherwise perform any agreement or condition under indebtedness of certain subsidiaries with a principal amount in excess of $100 million will constitute an event of default under the Credit Agreement. leverage ratio of Subsidiary Senior Unsecured Notes include three senior unsecured notes issued by the Borrowers totaling $2.9 billion with fixed interest rates ranging from 4.75% to 5.25%. Our Subsidiary Senior Unsecured Notes contain cross-default provisions whereby the the indebtedness of certain acceleration of the maturity of subsidiaries with a principal amount in excess of $100 million or the failure to pay principal of such indebtedness will constitute an event of default under the Subsidiary Senior Unsecured Notes. YUM Senior Unsecured Notes include six senior unsecured notes issued by Yum! Brands, Inc. totaling $2.4 billion with fixed interest rates ranging from 3.75% to 6.88% including $800 million aggregate principal amount of 4.75% notes due January 15, 2030 that we issued on September 11, 2019. See Note 10 for additional details. Our YUM Senior Unsecured Notes contain cross-default provisions whereby the acceleration of the maturity of any of our indebtedness or the failure to pay principal of such indebtedness will constitute an event of default under the YUM Senior Unsecured Notes unless such indebtedness is discharged, or the acceleration of the maturity of that indebtedness is annulled, within 30 days after notice. the Credit See Note 10 for details on the Securitization Notes, Agreement, Subsidiary Senior Unsecured Notes and YUM Senior Unsecured Notes. Contractual Obligations Our significant contractual obligations and payments as of December 31, 2019 included: Long-term debt obligations(a) $ 13,911 $ 895 $ 1,804 $ 3,505 $ 7,707 Total Less than 1 Year 1-3 Years 3-5 Years More than 5 Years Finance leases(b) Operating leases(b) Purchase obligations(c) Benefit plans and other(d) Total contractual obligations 110 987 297 290 11 105 159 155 20 192 124 32 17 159 13 30 62 531 1 73 $ 15,595 $ 1,325 $ 2,172 $ 3,724 $ 8,374 (a) Amounts include maturities of debt outstanding as of December 31, 2019 and expected interest payments on those outstanding amounts on a nominal basis. The estimated interest payments related to the variable rate portion of our debt is based on current LIBOR interest rates. See Note 10. (b) These obligations, which are shown on a nominal basis and represent the non-cancellable term of the lease, relate primarily to approximately 600 Company-owned restaurants and 400 units that we sublease land, building or both to our franchisees. See Note 11. (c) Purchase obligations include agreements to purchase goods or services that are enforceable and legally binding on us and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. We have excluded agreements that are cancellable without penalty. Purchase obligations relate primarily to marketing, information technology and supply agreements. Includes actuarially-determined timing of payments from our most significant unfunded pension plan as well as scheduled payments from our deferred compensation plan and other unfunded benefit plans where payment dates are determinable. This table excludes $40 million of future benefit payments for deferred compensation and other unfunded benefit plans to be paid upon separation of employee’s service or retirement from the company, as we cannot reasonably estimate the dates of these future cash payments. Other amounts include a cash tax obligation related to an income tax audit expected to conclude in 2020 and anticipated investments related to the Pizza Hut U.S. Transformation Agreement (See Note 4). (d) K - 0 1 m r o F We sponsor noncontributory defined benefit pension plans covering certain salaried and hourly employees, the most significant of which are in the U.S. and UK. The most significant of the U.S. plans, the YUM Retirement Plan (the “Plan”), is funded while benefits from our other significant U.S. plan are paid by the Company as incurred (see footnote (d) above). Our funding policy for the Plan is to contribute the minimum amounts annually amounts that will at least equal required to of comply with 2006. However, additional voluntary contributions are made from time-to-time to improve the Plan’s funded status. At December 31, 2019 the Plan was in a net underfunded position of $44 million. The UK pension plans were in a net overfunded position of $82 million at our 2019 measurement date. the Pension Protection Act We do not anticipate making any significant contributions to the Plan in 2020. Investment performance and corporate bond rates have a significant effect on our net funding position as they drive our asset rate assumptions. Future changes in balances and discount investment performance and corporate bond rates could impact our funded status and the timing and amounts of required contributions in 2020 and beyond. Our post-retirement health care plan in the U.S. is not required to be funded in advance, but is pay as you go. We made post-retirement benefit payments of $5 million in 2019 and no future funding amounts are included in the contractual obligations table. See Note 14. We have excluded from the contractual obligations table payments we may make for exposures for which we are self-insured, including workers’ compensation, employment practices liability, general liability, automobile liability, product liability and property losses (collectively “property and casualty losses”) and employee healthcare and long-term disability claims. The majority of our recorded liability for self-insured property and casualty losses and employee healthcare and long-term disability claims represents estimated reserves for incurred claims that have yet to be filed or settled. 34 YUM! BRANDS, INC. - 2019 Form 10-K PART II ITEM 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations We have not included in the contractual obligations table $56 million of liabilities for unrecognized tax benefits relating to various tax positions we have taken. These liabilities may increase or decrease over time as a result of tax examinations, and given the status of the examinations, we cannot reliably estimate the period of any cash settlement with the respective taxing authorities. As discussed further in Note 19, on January 29, 2020 we received an order from the Special Director of the Directorate of Enforcement in India imposing a penalty on Yum! Restaurants India Private Limited of approximately Indian Rupee 11 billion, or approximately $156 million, primarily relating to alleged violations of operating conditions imposed in 1993 and 1994. We have been advised by external counsel that the order is flawed and that several options for appeal exist. We deny liability and intend to continue vigorously defending this matter. We do not consider the risk of any significant loss arising from this order to be probable and thus have not recorded any reserve at December 31, 2019. It is possible that we could be required to post a deposit for some or all portion of the penalty amount as we pursue appeal options. We have not included any potential deposit amount in the contractual obligations table as we cannot reliably estimate the timing or amount of any such deposit that may be required. Off-Balance Sheet Arrangements See the Lease Guarantees section of Note 19 for discussion of our off-balance sheet arrangements. New Accounting Pronouncements Not Yet Adopted In June 2016, the Financial Accounting Standards Board (“FASB”) issued a standard that requires measurement and recognition of expected versus incurred credit losses for financial assets held. The standard is effective for first quarter of fiscal 2020 and any impact upon adoption will be reflected the Company prospectively in our through a cumulative-effect adjustment to Accumulated deficit as of the beginning of 2020. We do not anticipate the impact of adopting this standard will be material to our Consolidated Financial Statements. Critical Accounting Policies and Estimates Our reported results are impacted by the application of certain accounting policies that require us to make subjective or complex judgments. These judgments involve estimations of the effect of matters that are inherently uncertain and may significantly impact our financial quarterly operations annual results or or of Impairment or Disposal of Long-Lived Assets We review long-lived assets of restaurants we intend to continue operating as Company restaurants (primarily PP&E, right-of-use operating lease assets and allocated intangible assets subject to amortization) annually for impairment, or whenever events or changes in circumstances indicate that the carrying amount of a restaurant may not be recoverable. We evaluate recoverability based on the restaurant’s forecasted undiscounted cash flows, which incorporate our best estimate of sales growth and margin improvement based upon our plans for results at comparable the unit and actual restaurants. For restaurant assets that are deemed to not be recoverable, we write-down the impaired restaurant to its estimated fair value. Key assumptions in the determination of fair value are the future after-tax cash flows of the restaurant, which are reduced by future royalties a franchisee would pay and a discount rate. The after-tax cash flows incorporate reasonable sales growth and margin improvement assumptions that would be used by a franchisee in the determination of a purchase price for the restaurant. Estimates of future cash flows are highly subjective judgments and can be significantly impacted by changes in the business or economic conditions. We perform an impairment evaluation at a restaurant group level when it is more likely than not that we will refranchise restaurants as a group. Expected net sales proceeds are generally based on actual if available, or anticipated bids given the bids from the buyer, discounted projected after-tax cash flows for the group of restaurants. Historically, these anticipated bids have been reasonably the proceeds ultimately received. The accurate estimations of condition. Changes in the estimates and judgments could significantly affect our results of operations and financial condition and cash flows in future years. A description of what we consider to be our most significant critical accounting policies follows. after-tax cash flows used in determining the anticipated bids incorporate reasonable assumptions we believe a franchisee would make such as sales growth and margin improvement as well as lives of the restaurant assets. These expectations as to the useful after-tax cash flows also include a deduction for the anticipated, future royalties we would receive under a franchise agreement with terms substantially at market entered into simultaneously with the refranchising transaction. The discount rate used in the fair value calculations is our estimate of the required rate of return that a franchisee would expect to receive when purchasing a similar restaurant or groups of restaurants and the related long-lived assets. The discount rate incorporates rates of transactions and is returns for historical refranchising market in the commensurate with the risks and uncertainty inherent forecasted cash flows. F o r m 1 0 - K that change Impairment of Goodwill We evaluate goodwill for impairment on an annual basis as of the beginning of our fourth quarter or more often if an event occurs or circumstances impairment might exist. Goodwill is evaluated for impairment by determining whether the fair value of our reporting units exceed their carrying values. Our reporting units are our business units (which are aligned based on geography) in our KFC, Pizza Hut and Taco Bell Divisions. Fair value is the price a willing buyer would pay for the reporting unit, and is generally estimated using discounted expected future after-tax cash flows from franchise royalties and Company-owned restaurant operations, if any. indicates YUM! BRANDS, INC. - 2019 Form 10-K 35 PART II ITEM 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations Future cash flow estimates and the discount rate are the key assumptions when estimating the fair value of a reporting unit. Future cash flows are based on growth expectations relative to recent historical performance and incorporate sales growth (from net new units or same-sales growth) and margin improvement (for those reporting units which include Company-owned restaurant operations) assumptions that we believe a third-party buyer would assume when determining a purchase price for the reporting unit. Any margin improvement assumptions that factor into the discounted cash flows are highly correlated with sales growth as cash flow growth can be achieved through various interrelated strategies such as product pricing and restaurant productivity initiatives. The discount rate is our estimate of the required rate of return that a third-party buyer would to receive when purchasing a business from us that expect rate is constitutes a reporting unit. We believe the discount in the commensurate with the risks and uncertainty inherent forecasted cash flows. The fair values of all our reporting units with goodwill balances were substantially in excess of their respective carrying values as of the 2019 goodwill testing date. the portion of the reporting unit disposed of When we refranchise restaurants, we include goodwill in the carrying amount of the restaurants disposed of based on the relative fair values of in the refranchising versus the portion of the reporting unit that will be retained. The fair value of the portion of the reporting unit disposed of in a refranchising is determined by reference to the discounted value of the future cash flows expected to be generated by the restaurant and retained by the franchisee, which include a deduction for the anticipated, future royalties the franchisee will pay us associated with the franchise agreement entered into simultaneously with the refranchising transaction. Appropriate adjustments are made to the fair value determinations if such franchise agreement is determined to not be at prevailing market rates. When determining whether such franchise agreement rates our primary is at prevailing market consideration is consistency with the terms of our current franchise agreements both within the country that the restaurants are being refranchised in and around the world. The Company believes consistency in royalty rates as a percentage of sales is appropriate as the Company and franchisee share in the impact of near-term fluctuations in sales results with the acknowledgment that over the long-term the royalty rate represents an appropriate rate for both parties. The discounted value of the future cash flows expected to be generated by the restaurant and retained by the franchisee is reduced by future royalties the franchisee will pay the Company. The future royalties to be Company thus considers the fair value of received under the franchise agreement as fair value retained in its determination off when refranchising. Others may consider the fair value of these future royalties as fair value disposed of and thus would conclude that a larger percentage of a reporting unit’s fair value is disposed of in a refranchising transaction. be written goodwill the to of During 2019, refranchising activity completed by the Company was limited and the write-off of goodwill associated with these transactions was less than $1 million. See Note 2 for a further discussion of our policies regarding goodwill. Pension Plans Certain of our employees are covered under defined benefit pension plans. Our two most significant plans are in the U.S. and combined had a projected benefit obligation (“PBO”) of $1,015 million and a fair value of plan assets of $886 million at December 31, 2019. 36 YUM! BRANDS, INC. - 2019 Form 10-K K - 0 1 m r o F that consists of a hypothetical portfolio of The PBO reflects the actuarial present value of all benefits earned to date by employees and incorporates assumptions as to future compensation levels. Due to the relatively long time frame over which benefits earned to date are expected to be paid, our PBOs are highly sensitive to changes in discount rates. For our U.S. plans, we measured our PBOs using a discount rate of 3.50% at December 31, 2019. The primary basis for this discount rate determination is a model ten or more corporate debt instruments rated Aa or higher by Moody’s or Standard & Poor’s (“S&P”) with cash flows that mirror our expected benefit payment cash flows under the plans. We exclude from the model those corporate debt instruments flagged by Moody’s or S&P for a potential downgrade (if the potential downgrade would result in a rating below Aa by both Moody’s and S&P) and bonds with yields that were two standard deviations or more above the mean. In considering possible bond portfolios, the model allows the bond cash flows for a particular year to exceed the expected benefit payment cash flows for that year. Such excesses are assumed to be reinvested at appropriate one-year forward rates and used to meet the benefit payment cash flows in a future year. The weighted- average yield of this hypothetical portfolio was used to arrive at an appropriate discount rate. We also ensure that changes in the discount rate as compared to the prior year are consistent with the overall change in prevailing market rates and make adjustments as necessary. A 50 basis-point increase in this discount rate would have decreased these U.S. plans’ PBOs by approximately $64 million at our measurement date. Conversely, a 50 basis-point decrease in this discount rate would have increased our U.S. plans’ PBOs by approximately $71 million at our measurement date. The net periodic benefit cost we will record in 2020 is also impacted by the discount rate, as well as the long-term rates of return on plan assets and mortality assumptions we selected at our measurement date. We expect net periodic benefit cost plus expected pension settlement charges for our U.S. plans to increase approximately $10 million in 2020. A 50 basis-point change in our discount rate assumption at our 2019 measurement date would impact our 2020 U.S. net periodic benefit cost by approximately $6 million. The impacts of changes in net periodic benefit costs are reflected primarily in Other pension (income) expense. Our estimated long-term rate of return on U.S. plan assets is based upon the weighted-average of historical and expected future returns for each asset category. Our expected long-term rate of return on U.S. plan assets, for purposes of determining 2020 pension expense, at December 31, 2019 was 5.50%, net of administrative and investment fees paid from plan assets. We believe this rate is appropriate given the composition of our plan assets and historical market returns thereon. A 100 basis point change in our expected long-term rate of return on plan assets assumption would impact our 2020 U.S. net periodic benefit cost by approximately $8 million. Additionally, every 100 basis point variation in actual return on plan impact our assets versus our expected return of 5.50% will unrecognized pre-tax actuarial net loss by approximately $8 million. A decrease in discount rates over time has largely contributed to an unrecognized pre-tax actuarial net loss of $118 million included in AOCI for these U.S. plans at December 31, 2019. We will recognize approximately $14 million of such loss in net periodic benefit cost in 2020 versus $1 million recognized in 2019. See Note 14. Income Taxes At December 31, 2019, we had valuation allowances of approximately $787 million to reduce our $1,517 million of deferred tax assets to amounts that are more likely than not to be realized. The net deferred tax assets primarily relate to temporary differences in profitable U.S. federal, state and foreign jurisdictions and net operating losses in certain foreign jurisdictions, the majority of which PART II ITEM 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations do not expire. In evaluating our ability to recover our deferred tax assets, we consider future taxable income in the various jurisdictions as well as carryforward periods and restrictions on usage. The estimation of future taxable income in these jurisdictions and our resulting ability to utilize deferred tax assets can significantly change based on future events, including our determinations as to feasibility of certain tax planning strategies and refranchising plans. Thus, recorded valuation allowances may be subject to material future changes. As a matter of course, we are regularly audited by federal, state and foreign tax authorities. We recognize the benefit of positions taken or expected to be taken in our tax returns in our Income tax provision when it is more likely than not that the position would be sustained upon examination by these tax authorities. A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon settlement. At December 31, 2019, we had $188 million of unrecognized tax benefits, $8 million of which are temporary in nature and, if recognized, would not impact the effective tax rate. We evaluate unrecognized tax benefits, including interest thereon, on a quarterly basis to ensure that they including audit have been appropriately adjusted for events, settlements, which may impact our ultimate payment for such exposures. The 2017 Tax Cuts and Jobs Act included a mandatory deemed repatriation tax on accumulated earnings of foreign subsidiaries, and as a result, previously unremitted earnings for which no U.S. deferred tax liability had been provided have now been subject to U.S. tax. Our cash currently held overseas is primarily limited to that necessary to fund working capital requirements. Thus, we have not provided taxes on our foreign unremitted earnings, including U.S. state income and foreign withholding taxes, as we believe they are indefinitely reinvested. See Note 17 for a further discussion of our Income taxes. F o r m 1 0 - K YUM! BRANDS, INC. - 2019 Form 10-K 37 PART II ITEM 7A Quantitative and Qualitative Disclosures About Market Risk ITEM 7A Quantitative and Qualitative Disclosures About Market Risk The Company is exposed to financial market risks associated with interest rates, foreign currency exchange rates, commodity prices and the value of our equity investment in Grubhub. In the normal course of business and in accordance with our policies, we manage these risks through a variety of strategies, which may include the use of financial and commodity derivative instruments to hedge our underlying exposures. Our policies prohibit the use of derivative instruments for trading purposes, and we have processes in place to monitor and control their use. Interest Rate Risk risk exposure to changes in interest rates, We have a market principally in the U.S. Our outstanding total debt, excluding finance leases, of $10.6 billion includes 77% fixed-rate debt and 23% variable-rate debt. We have attempted to minimize the interest rate risk from variable-rate debt through the use of interest rate swaps that, as of December 31, 2019, result in a fixed interest rate on $1.55 billion of our variable rate debt. As a result, approximately 92% of our $10.6 billion of outstanding debt at December 31, 2019 is effectively fixed-rate debt. See Note 10 for details on these issuances and repayments and Note 12 for details related to interest rate swaps. As of both December 31, 2019 and December 31, 2018 a hypothetical 100 basis-point increase in short-term interest rates the following twelve-month period after would result, over in an consideration of the aforementioned interest rate swaps, Foreign Currency Exchange Rate Risk instruments. Changes in foreign currency exchange rates impact the translation of our reported foreign currency denominated earnings, cash flows and net investments in foreign operations and the fair value of our foreign currency denominated financial instruments. Historically, we have chosen not to hedge foreign currency risks related to our foreign currency denominated earnings and cash flows through the use of to minimize the financial exposure related to foreign currency denominated financial instruments by purchasing goods and services from third parties in local currencies when practical. Consequently, foreign currency denominated financial instruments consist primarily of intercompany receivables and payables. At times, we utilize forward contracts and cross-currency swaps to reduce our exposure related to these intercompany receivables and payables. The notional amount and maturity dates of these contracts match those of the underlying In addition, we attempt K - 0 1 m r o F increase of approximately $9 million in Interest expense, net within our Consolidated Statement of Income. These estimated amounts are based upon the current level of variable-rate debt that has not been swapped to fixed and assume no changes in the volume or composition of from interest income related to cash and cash equivalents. that debt and exclude any impact The fair value of our cumulative fixed-rate debt of $8.2 billion as of December 31, 2019, would decrease approximately $450 million as a result of increase. At the same hypothetical 100 basis-point December 31, 2019, a hypothetical 100 basis-point decrease in short-term interest rates would decrease the fair value of our interest rate swaps approximately $66 million. Fair value was determined based on the present value of expected future cash flows considering the risks involved and using discount rates appropriate for the durations. receivables or payables such that our foreign currency exchange risk related to these instruments is minimized. The Company’s foreign currency net asset exposure (defined as foreign currency assets less foreign currency liabilities) totaled approximately $1.2 billion as of December 31, 2019. Operating in international markets exposes the Company to movements in foreign currency exchange rates. The Company’s primary exposures result from our operations in Asia-Pacific, Europe and the Americas. For the fiscal year ended December 31, 2019 Operating Profit would have decreased approximately $130 million if all foreign currencies had uniformly weakened 10% relative to the U.S. dollar. This estimated reduction assumes no changes in sales volumes, local currency sales or input prices. Commodity Price Risk We are subject to volatility in food costs as a result of market risk associated with commodity prices. Our ability to recover increased costs through higher pricing is, at times, limited by the competitive environment in which we operate. We manage our exposure to this risk primarily through pricing agreements with our vendors. Equity Investment Risk YUM holds 2,820,464 shares of Grubhub common stock (See Note 4). As of December 31, 2019, the NYSE composite closing sales price of Grubhub was $48.64. A hypothetical 10% decline in the price of these shares would result in a $14 million decrease in the fair value of these investments, which would be reflected as a charge in Investment (income) expense, net within our Consolidated Statements of Income. The effects of changes in market prices for equity securities are unpredictable, which could cause significant fluctuations in our quarterly and annual results. 38 YUM! BRANDS, INC. - 2019 Form 10-K PART II ITEM 8 Financial Statements and Supplementary Data ITEM 8 Financial Statements and Supplementary Data Index to Financial Information Consolidated Financial Statements Report of Independent Registered Public Accounting Firm Consolidated Statements of Income Consolidated Statements of Comprehensive Income Consolidated Statements of Cash Flows Consolidated Balance Sheets Consolidated Statements of Shareholders’ Deficit Notes to Consolidated Financial Statements Financial Statement Schedules Page Reference 40 42 43 44 45 46 47 No schedules are required because either the required information is not present or not present in amounts sufficient to require submission of the schedule, or because the information required is included in the above-listed financial statements or notes thereto. F o r m 1 0 - K YUM! BRANDS, INC. - 2019 Form 10-K 39 PART II ITEM 8 Financial Statements and Supplementary Data Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors Yum! Brands, Inc.: Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting Inc. and Subsidiaries We have audited the accompanying consolidated balance sheets of (the Company) as of Yum! Brands, December 31, 2019 and 2018, the related consolidated statements of income, comprehensive income, cash flows, and shareholders’ deficit for each of the fiscal years in the three-year period ended December 31, 2019, and the related notes (collectively, the “consolidated financial statements”). We also have audited the Company’s of December 31, 2019, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. reporting as control over financial internal In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the three- year period ended December 31, 2019, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, respects, effective internal control over financial reporting as of December 31, 2019 based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. in all material Changes in Accounting Principle As discussed in Note 4 to the consolidated financial statements, the Company changed its method of accounting for leases in fiscal year 2019 due to the adoption of Topic 842, Leases, and for revenue from contracts with customers in fiscal year 2018 due to the adoption of Topic 606, Revenue from Contracts with Customers. K - 0 1 m r o F Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting in the accompanying Item 9A. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits the consolidated financial statements are free of material misstatement, to obtain reasonable assurance about whether 40 YUM! BRANDS, INC. - 2019 Form 10-K whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. the consolidated financial statements included Our audits of performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding in the consolidated financial the amounts and disclosures statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as the consolidated well as evaluating the overall presentation of financial statements. Our audit of financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. internal control over Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting reporting principles. A company’s internal control over financial includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. limitations, its inherent Because of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Evaluation of unrecognized tax benefits As discussed in Note 17 to the consolidated financial statements, the Company has recorded unrecognized tax benefits, excluding associated interest, of $188 million. Tax laws are complex and often subject to different interpretations by tax payers and the respective taxing authorities. We identified the evaluation of unrecognized tax benefits as a critical audit matter. Subjective and complex auditor judgment was required to evaluate tax law and regulations, court rulings and audit settlements in various taxing jurisdictions to assess the population of significant uncertain tax positions identified by the Company arising from tax planning strategies. The primary procedures we performed to address this critical audit matter included the following. We tested certain internal identification of the Company’s process of controls over uncertain tax positions, including controls to (1) identify tax planning strategies that create significant uncertain tax positions, (2) evaluate interpretations of tax laws and court rulings, and (3) assess which tax positions may not be sustained upon examination by a taxing authority. We involved tax professionals with specialized skills and knowledge who assisted in: (cid:129) Obtaining an understanding of the Company’s implementation of tax planning strategies; (cid:129) Identifying new tax positions created by tax planning strategies and comparing the results to the Company’s identification of uncertain tax positions; (cid:129) Evaluating the Company’s interpretation of tax laws and court rulings by developing an independent assessment; and (cid:129) Performing an independent assessment to identify tax positions that may not be sustained upon examination by the respective taxing authority and comparing the results to the Company’s assessment. PART II ITEM 8 Financial Statements and Supplementary Data Evaluation of intercompany transfer of certain intellectual property rights the Company As discussed in Note 17 to the consolidated financial completed an intercompany statements, restructuring and transfer of certain intellectual property rights primarily to subsidiaries in the United States and United Kingdom (UK). The Company recorded a deferred tax asset of $586 million for the step-up in the tax basis to current fair value of the intellectual property rights transferred to the UK and determined the portion that is amortizable under the applicable tax law. A valuation allowance of $366 million was established for the portion of the deferred tax asset that is not expected to be realized, resulting in a net deferred tax asset of $221 million, which is expected to be amortized and recovered over a 20-year period. We identified the evaluation of the intercompany transfer of certain intellectual property rights as a critical audit matter. Specifically, subjective and complex auditor judgment was required to evaluate management’s interpretation of UK tax law and regulations in determining the step-up in tax basis of the intellectual property rights and the portion that is amortizable under UK tax law. The primary procedures we performed to address this critical audit matter included the following. We tested certain internal controls over the Company’s evaluation of the intercompany transfer, including controls related to evaluating UK tax laws and regulations, measurement of the tax basis resulting from the intercompany transfer and determining the amortizable portion. We involved tax professionals with specialized skills and knowledge who assisted in: (cid:129) Evaluating the Company’s interpretation of UK tax laws and regulations applicable to the intercompany transfer; and (cid:129) Assessing the Company’s measurement of the tax basis of the intellectual property rights transferred to the UK, including the portion of the tax basis that is amortizable under UK tax law. /s/ KPMG LLP We have served as the Company’s auditor since 1997. Louisville, Kentucky February 19, 2020 F o r m 1 0 - K YUM! BRANDS, INC. - 2019 Form 10-K 41 PART II ITEM 8 Financial Statements and Supplementary Data Consolidated Statements of Income YUM! BRANDS, INC. AND SUBSIDIARIES FISCAL YEARS ENDED DECEMBER 31, 2019, 2018 AND 2017 (in millions, except per share data) 2019 2018 2017 Revenues Company sales Franchise and property revenues Franchise contributions for advertising and other services Total revenues Costs and Expenses, Net Company restaurant expenses General and administrative expenses Franchise and property expenses Franchise advertising and other services expense Refranchising (gain) loss Other (income) expense Total costs and expenses, net Operating Profit Investment (income) expense, net Other pension (income) expense Interest expense, net Income before income taxes Income tax provision Net Income Basic Earnings Per Common Share Diluted Earnings Per Common Share Dividends Declared Per Common Share K - 0 1 m r o F See accompanying Notes to Consolidated Financial Statements. $ 1,546 $ 2,000 $ 3,572 2,660 1,391 5,597 2,482 1,206 5,688 2,306 — 5,878 1,235 1,634 2,954 917 180 895 188 1,368 1,208 999 237 — (37) 4 3,667 1,930 67 4 486 1,373 79 (540) (1,083) 7 3,392 2,296 (9) 14 452 1,839 297 10 3,117 2,761 (5) 47 445 2,274 934 $ 1,294 $ 1,542 $ 1,340 $ $ $ 4.23 4.14 1.68 $ $ $ 4.80 4.69 1.44 $ $ $ 3.86 3.77 0.90 42 YUM! BRANDS, INC. - 2019 Form 10-K PART II ITEM 8 Financial Statements and Supplementary Data Consolidated Statements of Comprehensive Income YUM! BRANDS, INC. AND SUBSIDIARIES FISCAL YEARS ENDED DECEMBER 31, 2019, 2018 AND 2017 (in millions) Net Income Other comprehensive income (loss), net of tax: Translation adjustments and gains (losses) from intra-entity transactions of a long-term investment nature Adjustments and gains (losses) arising during the year Reclassifications of adjustments and (gains) losses into Net Income Tax (expense) benefit Changes in pension and post-retirement benefits Unrealized gains (losses) arising during the year Reclassification of (gains) losses into Net Income Tax (expense) benefit Changes in derivative instruments Unrealized gains (losses) arising during the year Reclassification of (gains) losses into Net Income Tax (expense) benefit Other comprehensive income (loss), net of tax Comprehensive Income See accompanying Notes to Consolidated Financial Statements. 2019 2018 2017 $ 1,294 $ 1,542 $ 1,340 28 — 28 (4) 24 (39) 10 (29) 7 (22) (51) (25) (76) 20 (56) (54) (94) (4) (98) 6 (92) 32 22 54 (13) 41 19 (39) (20) 6 (14) (65) 115 55 170 (8) 162 (17) 52 35 (14) 21 (52) 58 6 (2) 4 187 $ 1,240 $ 1,477 $ 1,527 F o r m 1 0 - K YUM! BRANDS, INC. - 2019 Form 10-K 43 PART II ITEM 8 Financial Statements and Supplementary Data Consolidated Statements of Cash Flows YUM! BRANDS, INC. AND SUBSIDIARIES FISCAL YEARS ENDED DECEMBER 31, 2019, 2018 AND 2017 (in millions) Cash Flows – Operating Activities Net Income Depreciation and amortization Refranchising (gain) loss Investment (income) expense, net Contributions to defined benefit pension plans Deferred income taxes Share-based compensation expense Changes in accounts and notes receivable Changes in prepaid expenses and other current assets Changes in accounts payable and other current liabilities Changes in income taxes payable Other, net Net Cash Provided by Operating Activities Cash Flows – Investing Activities Capital spending QuikOrder acquisition, net of cash acquired Investment in Grubhub Inc. common stock Proceeds from refranchising of restaurants Other, net Net Cash Provided by (Used in) Investing Activities Cash Flows – Financing Activities Proceeds from long-term debt Repayments of long-term debt Revolving credit facilities, three months or less, net Short-term borrowings, by original maturity More than three months – proceeds More than three months – payments Three months or less, net Repurchase shares of Common Stock Dividends paid on Common Stock Debt issuance costs Other, net K - 0 1 m r o F Net Cash Used in Financing Activities Effect of Exchange Rate on Cash and Cash Equivalents Net Increase (Decrease) in Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents – Beginning of Year Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents – End of Year $ See accompanying Notes to Consolidated Financial Statements. 44 YUM! BRANDS, INC. - 2019 Form 10-K 2019 2018 2017 $ 1,294 $ 1,542 $ 1,340 112 (37) 67 (15) (232) 59 (56) (8) (36) 23 144 1,315 (196) — — 110 (2) (88) 800 (331) — 130 (126) — (815) (511) (10) (75) (938) 5 294 474 768 137 (540) 253 (1,083) (9) (16) (11) 50 (66) — (68) 65 92 (5) (55) 634 65 (19) (10) (173) (55) 138 1,176 1,030 (234) (66) (200) 825 (12) 313 1,556 (1,264) — 59 (59) — (2,390) (462) (13) (47) (318) — — 1,773 17 1,472 1,088 (385) — — — — (1,960) (416) (32) (90) (2,620) (1,795) (63) (1,194) 1,668 61 768 831 $ 474 $ 1,599 PART II ITEM 8 Financial Statements and Supplementary Data Consolidated Balance Sheets YUM! BRANDS, INC. AND SUBSIDIARIES DECEMBER 31, 2019 AND 2018 (in millions) ASSETS Current Assets Cash and cash equivalents Accounts and notes receivable, net Prepaid expenses and other current assets Total Current Assets Property, plant and equipment, net Goodwill Intangible assets, net Other assets Deferred income taxes Total Assets LIABILITIES AND SHAREHOLDERS’ DEFICIT Current Liabilities Accounts payable and other current liabilities Income taxes payable Short-term borrowings Total Current Liabilities Long-term debt Other liabilities and deferred credits Total Liabilities Shareholders’ Deficit Common Stock, no par value, 750 shares authorized; 300 shares and 306 shares issued in 2019 and 2018, respectively Accumulated deficit Accumulated other comprehensive loss Total Shareholders’ Deficit Total Liabilities and Shareholders’ Deficit See accompanying Notes to Consolidated Financial Statements. 2019 2018 $ 605 584 338 1,527 1,170 530 244 1,313 447 $ 292 561 354 1,207 1,237 525 242 724 195 $ 5,231 $ 4,130 $ 960 150 431 1,541 10,131 1,575 13,247 $ 911 69 321 1,301 9,751 1,004 12,056 — (7,628) (388) (8,016) — (7,592) (334) (7,926) $ 5,231 $ 4,130 F o r m 1 0 - K YUM! BRANDS, INC. - 2019 Form 10-K 45 PART II ITEM 8 Financial Statements and Supplementary Data Consolidated Statements of Shareholders’ Deficit YUM! BRANDS, INC. AND SUBSIDIARIES FISCAL YEARS ENDED DECEMBER 31, 2019, 2018 AND 2017 (in millions) Issued Common Stock Shares Amount Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Shareholders’ Deficit Balance at December 31, 2016 (As Restated) 355 $ — $ (5,157) $ (458) $ (5,615) Net Income Translation adjustments and gains (losses) from intra-entity transactions of a long- term investment nature (net of tax impact of $8 million) Reclassification of translation adjustments into income Pension and post-retirement benefit plans (net of tax impact of $14 million) Net gain on derivative instruments (net of tax impact of $2 million) Comprehensive Income Dividends declared Repurchase of shares of Common Stock Employee share-based award exercises Share-based compensation events Balance at December 31, 2017 Net Income Translation adjustments and gains (losses) from intra-entity transactions of a long- term investment nature (net of tax impact of $6 million) Reclassification of translation adjustments into income Pension and post-retirement benefit plans (net of tax impact of $13 million) Net loss on derivative instruments (net of tax impact of $6 million) Comprehensive Income Dividends declared Repurchase of shares of Common Stock Employee share-based award exercises Share-based compensation events Adoption of accounting standards Balance at December 31, 2018 Net Income Translation adjustments and gains (losses) from intra-entity transactions of a long- term investment nature (net of tax impact of $4 million) Pension and post-retirement benefit plans (net of tax impact of $7 million) Net loss on derivative instruments (net of tax impact of $20 million) Comprehensive Income Dividends declared Repurchase of shares of Common Stock Employee share-based award exercises Share-based compensation events Adoption of accounting standards Balance at December 31, 2019 See accompanying Notes to Consolidated Financial Statements. K - 0 1 m r o F 1,340 (311) (1,915) (20) — 107 55 21 4 1,340 107 55 21 4 1,527 (311) (1,915) (78) 58 (27) 4 — — (58) 58 332 $ — $ (6,063) $ (271) $ (6,334) 1,542 (464) (2,356) (88) (4) 41 (14) (251) 2 1,542 (88) (4) 41 (14) 1,477 (464) (2,394) (41) 79 (249) (28) 2 (38) (41) 79 306 $ — $ (7,592) $ (334) $ (7,926) 1,294 (514) (796) (18) (2) 24 (22) (56) 1,294 24 (22) (56) 1,240 (514) (810) (75) 71 (2) (8) 2 (14) (57) 71 300 $ — $ (7,628) $ (388) $ (8,016) 46 YUM! BRANDS, INC. - 2019 Form 10-K PART II ITEM 8 Financial Statements and Supplementary Data Notes to Consolidated Financial Statements (Tabular amounts in millions, except share data) NOTE 1 Description of Business Yum! Brands, Inc. and its Subsidiaries (collectively referred to herein as the “Company,” “YUM,” “we,” “us” or “our”) franchises or operates a system of over 50,000 quick service restaurants in more than 150 countries and territories. At December 31, 2019, 98% of these franchisees. The restaurants were owned and operated by Company’s KFC, Pizza Hut and Taco Bell brands (collectively the “Concepts”) are global leaders of the chicken, pizza and Mexican- style food categories. Through our widely-recognized Concepts, we develop, operate or franchise a system of both traditional and non-traditional quick service restaurants. The terms “franchise” or “franchisee” within these Consolidated Financial Statements are meant to describe third parties that operate units under either license agreements. Our traditional restaurants feature dine-in, carryout and, in some instances, drive-thru or delivery service. Non-traditional units include express units and kiosks which have a more limited menu franchise or locations like malls, airports, gasoline and operate in non-traditional service stations, train stations, subways, convenience stores, stadiums, amusement parks and colleges, where a full-scale traditional outlet would not be practical or efficient. We also operate or franchise multibrand units, where two or more of our Concepts are operated in a single unit. As of December 31, 2019, YUM consisted of segments: three operating (cid:129) The KFC Division which includes our worldwide operations of the KFC concept (cid:129) The Pizza Hut Division which includes our worldwide operations of the Pizza Hut concept (cid:129) The Taco Bell Division which includes our worldwide operations of the Taco Bell concept NOTE 2 Summary of Significant Accounting Policies Our preparation of the accompanying Consolidated Financial Statements in conformity with Generally Accepted Accounting Principles in the United States of America (“GAAP”) requires us to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements, and the reported amounts of reporting period. Actual results could differ from these estimates. and expenses during the revenues Principles of Consolidation and Basis of Preparation. Intercompany accounts and transactions have been eliminated in consolidation. We consolidate entities in which we have a controlling financial interest, the usual condition of which is ownership of a majority voting interest. We also consider for consolidation an entity, in which we have certain interests, where the controlling financial interest may be achieved through arrangements that do not involve voting interests. Such an entity, known as a variable interest entity (“VIE”), is required to be consolidated by its primary beneficiary. The primary beneficiary is the entity that possesses the power to direct the activities of the VIE that most significantly impact its economic performance and has the obligation to absorb losses or the right to receive benefits from the VIE that are significant to it. and under franchise our Concepts’ Our most significant variable interests are in entities that operate restaurants license arrangements. We do not have an equity interest in any of our franchisee businesses except for a minority interest in an entity that owns our KFC Brazil and Pizza Hut Brazil master franchisee rights. This minority interest does not give us the ability to significantly influence the franchisee. Additionally, we do not typically provide significant financial support such as loans or guarantees to our franchisees. However, we do have variable interests in certain franchisees through real estate lease arrangements to which we are a party. At the end of 2019, YUM has future lease payments due from franchisees, on a nominal basis, of approximately $1 billion, and we are secondarily liable on certain other lease agreements that have been assigned to franchisees. See the Lease Guarantees section in F o r m 1 0 - K Note 19. As our franchise arrangements provide our franchisee entities the power to direct the activities that most significantly impact their economic performance, we do not consider ourselves the primary beneficiary of any such entity that might otherwise be considered a VIE. We participate in various advertising cooperatives with our franchisees, typically within a country where we have both Company- owned restaurants and franchise restaurants, established to collect and administer funds contributed for use in advertising and promotional programs designed to increase sales and enhance the reputation of the Company and our Concepts. Contributions to the advertising cooperatives are required for both Company-owned and franchise restaurants and are generally based on a percentage of restaurant sales. We maintain certain variable interests in these cooperatives. As the cooperatives are required to spend all funds collected on advertising and promotional programs, total equity at risk is not sufficient the cooperatives to finance their activities without additional subordinated financial support. Therefore, these cooperatives are VIEs. As a result of our voting rights, we these cooperatives for which we are the consolidate certain of primary beneficiary. to permit Fiscal Year. YUM’s fiscal year begins on January 1 and ends December 31 of each year, with each quarter comprised of three months. Our U.S. subsidiaries and certain international subsidiaries operate on a weekly periodic calendar where the first three quarters of each fiscal year consists of 12 weeks and the fourth quarter consists of 16 weeks in fiscal years with 52 weeks and 17 weeks in fiscal years with 53 weeks. Our remaining international subsidiaries operate on a monthly calendar similar to that on which YUM operates. Fiscal year 2019 included 53 weeks for our U.S. businesses and for our international subsidiaries that reported on a period calendar. The 53rd week added $66 million to Total revenues, $24 million to Operating Profit and $17 million to Net Income in our 2019 Consolidated Statement of Income. YUM! BRANDS, INC. - 2019 Form 10-K 47 PART II ITEM 8 Financial Statements and Supplementary Data On January 27, 2017, YUM’s Board of Directors approved a change in the Company’s fiscal year from a year ending on the last Saturday of December to a year beginning on January 1 and ending December 31 of each year, commencing with the year ending December 31, 2017. In connection with this change, the Company moved from a 52-week periodic fiscal calendar with three 12-week interim quarters and a 16-week fourth quarter to a monthly reporting calendar with each quarter comprised of three months. Our U.S. subsidiaries continue to report on a period calendar as described above. Concurrent with the change in the Company’s fiscal year, we also eliminated the one month or one period reporting lags of our international subsidiaries. As a result of removing these reporting lags, each international subsidiary operates either on a monthly calendar consistent with the Company’s new calendar or on a periodic calendar consistent with our U.S. subsidiaries. We believe this change in our international subsidiary reporting calendars and the resulting elimination of reporting lags is preferable because a more current reporting calendar allows the Consolidated Financial Statements to more consistently and more timely reflect the impact of current events, economic conditions and global trends. the The change to the Company’s fiscal year and removal of international reporting lags became effective beginning in 2017. We applied this change in accounting principle retrospectively to financial periods presented prior to 2017. Our next fiscal year scheduled to include a 53rd week is 2024. Foreign Currency. The functional currency of our foreign entities is the currency of the primary economic environment in which the entity operates. Functional currency determinations are made based upon a number of economic factors, including but not limited to cash flows and financing transactions. The operations, assets and liabilities of our entities outside the U.S. are initially measured using the functional currency of Income and expense accounts for our operations of these foreign entities are then translated into U.S. dollars at the average exchange rates prevailing during the period. Assets and liabilities of these foreign entities are then translated into U.S. dollars at exchange rates in effect at the balance sheet date. As of December 31, 2019, net cumulative translation adjustment losses of $221 million are recorded in Accumulated other comprehensive loss (“AOCI”) in the Consolidated Balance Sheet. that entity. Company Sales The majority of our foreign currency net asset exposure is in countries where we have Company-owned restaurants. As we manage and share resources at the individual brand level within a country, cumulative translation adjustments are recorded and tracked at the foreign-entity level that represents the operations of our individual brands within that country. Translation adjustments recorded in AOCI are subsequently recognized as income or expense generally only upon sale of the related investment in a foreign entity, or upon a sale of assets and liabilities within a foreign entity that represents a complete or substantially complete liquidation of that foreign entity. For purposes of determining whether a sale or complete or substantially complete liquidation of an investment in a foreign entity has occurred, we consider those same foreign entities for which we record and track cumulative translation adjustments. Gains and losses arising from the impact of foreign currency exchange rate fluctuations on transactions in foreign currency are included in Other (income) expense in our Consolidated Statements of Income. Reclassifications. We have reclassified certain items in the Consolidated Financial Statements to be the fiscal year ended comparable with the classification for December 31, 2019. These reclassifications had no effect on previously reported Net Income. for prior periods Revenue Recognition. From 2014 through 2017, the Financial Accounting Standards Board (“FASB”) issued standards to provide revenue recognition of principles within a single framework for transactions involving contracts with customers across all industries (“Topic 606”). We adopted Topic 606 at the beginning of the year ended December 31, 2018. Below is a discussion of how our revenues are earned, our accounting policies pertaining to revenue recognition prior to the adoption of Topic 606 (“Legacy Revenue GAAP”), our accounting policies pertaining to revenue recognition subsequent required disclosures. Refer to Note 4 for information regarding the cumulative recorded to Accumulated deficit as of effect adjustment the the year ended December 31, 2018 to reflect the beginning of adoption of Topic 606. Also included in Note 4 is disclosure of the amount by which each balance sheet and income statement line item was impacted in 2018 as compared to Legacy Revenue GAAP. to the adoption of Topic 606 and other Revenues from the sale of food items by Company-owned restaurants are recognized as Company sales when a customer purchases the food, which is when our obligation to perform is satisfied. The timing and amount of revenue recognized related to Company sales was not impacted by the adoption of Topic 606. Franchise and Property Revenues Franchise Revenues Our most significant source of revenues arises from the operation of our Concepts’ stores by our franchisees. Franchise rights may be franchise agreement or through a granted through a store-level master the terms of our that sets out franchise agreement arrangement with the franchisee. Our franchise agreements require that the franchisee remit continuing fees to us as a percentage of the applicable restaurant’s sales in exchange for the license of the intellectual property associated with our Concepts’ brands (the “franchise right”). Our franchise agreements also typically require certain, less significant, upfront franchise fees such as initial fees paid upon opening of a store, fees paid to renew the term of the franchise right and fees paid in the event the franchise agreement is transferred to another franchisee. Continuing fees represent the substantial majority of the consideration we receive under our franchise agreements. Continuing fees are typically billed and paid monthly and are usually 4%-6% for store-level franchise agreements. Master franchise agreements allow master sub-franchise to operate restaurants as well as franchisees restaurants within certain geographic territories. The percentage of sales that we receive for restaurants owned or sub-franchised by our master franchisees as a continuing fee is typically less than the percentage we receive for restaurants operating under a store-level franchise agreement. Upfront franchise fees are typically billed and paid when a new franchise or sub-franchise agreement becomes effective or when an existing agreement is transferred to another franchisee or sub-franchisee. Under Legacy Revenue GAAP, continuing fees were recognized as the related restaurant sales occurred. The timing and amount of revenue recognized related to continuing fees was not impacted by the adoption of Topic 606 based on the application of the sales- based royalty exception within Topic 606. Under Legacy Revenue fees was recognized upon store GAAP, revenue related to initial 48 YUM! BRANDS, INC. - 2019 Form 10-K K - 0 1 m r o F opening and renewal and transfer fees were recognized when the related agreement became effective. Upon the adoption of Topic 606, we have determined that the services we provide in exchange for these upfront franchise fees, which primarily relate to pre-opening support, are highly interrelated with the franchise right and are not individually distinct from the ongoing services we provide to our franchisees. As a result, upon the adoption of Topic 606, upfront franchise fees are recognized as revenue over the term of each respective franchise or sub-franchise agreement. Revenues for these upfront franchise fees are recognized on a straight-line basis, which is consistent with the franchisee’s or sub-franchisee’s right to use and benefit from the intellectual property. Revenues from continuing fees and upfront franchise fees are presented within Franchise and property revenues in our Consolidated Statements of Income. provide from time-to-time we non-refundable Additionally, consideration to franchisees in the form of cash or other incentives (e.g. cash payments to incent new unit openings, free or subsidized equipment, etc.). The Company’s in providing such consideration is to drive new unit development or same-store sales growth that will result in higher future revenues for the Company. Under Legacy Revenue GAAP, this consideration was recognized when we were obligated to provide the incentive and was presented as either a reduction to Franchise and property revenues, if cash was intent Franchise Contributions for Advertising and Other Services Advertising Cooperatives Under Legacy Revenue GAAP, receipts and expenditures related to advertising cooperatives we were required to consolidate were presented on a net basis in our Consolidated Statements of Income and Consolidated Statements of Cash Flows. Additionally, assets and liabilities of the advertising cooperatives we were required to consolidate were presented within Advertising cooperative assets, restricted and Advertising cooperative liabilities, respectively, within our Consolidated Balance Sheets. In accordance with the provisions of Topic 606, we have determined we act as a principal in the transactions entered into by the advertising cooperatives we are required to consolidate based on our responsibility to define the nature of the goods or services provided and/or our responsibility to define which franchisees receive the benefit of the goods or services. Additionally, we have determined the advertising services provided to franchisees are highly interrelated with the franchise right and to these consolidated therefore not distinct. Franchisees remit advertising cooperatives a percentage of restaurant sales as consideration for providing the advertising services. As a result, revenues for advertising services are recognized when the related restaurant sales occur based on the application of the sales-based royalty exception within Topic 606. Revenues for these services are typically billed and received on a monthly basis. These revenues are presented as Franchise contributions for advertising and other services. Expenses incurred to provide these services are presented as Franchise advertising and other services expense. When revenues of an advertising cooperative exceed the related advertising expenses, advertising costs are accrued up to the amount of revenues on an annual basis. Lastly, upon adoption of Topic 606 we have reclassified assets and liabilities of advertising cooperatives we are required to consolidate to the respective balance sheet caption to which the assets and liabilities relate. Other Services On a much more limited basis, we provide goods or services to certain franchisees that are individually distinct from the franchise right because they do not require integration with other goods or services we provide. Such arrangements typically relate to supply chain, quality assurance and information technology services. In instances where we rely on third parties to provide goods or services PART II ITEM 8 Financial Statements and Supplementary Data provided directly to the franchisee, or as Franchise and property expenses, if cash was not provided directly to the franchisee. Due to the adoption of Topic 606, such payments are capitalized and presented within Prepaid expense and other current assets or Other assets. These assets are being amortized as a reduction in Franchise and property revenues over the period of expected cash flows from the franchise agreements to which the payment relates. restaurant the lease or sublease of Property Revenues From time to time, we enter into rental agreements with franchisees for locations. These rental agreements typically originate from refranchising transactions and revenues related to the agreements are recognized as they are earned. Amounts owed under the rental agreements are typically billed and paid on a monthly basis. Revenues from rental agreements with franchisees are presented within Franchise and property revenues within our Consolidated Statements of Income. Related expenses are presented as Franchise and property expenses within our Consolidated Statements of Income and primarily include depreciation or, in the case of a sublease, rental expense. The timing and amount of revenue and expenses recognized related to the rental of restaurants we lease or sublease was not impacted by the adoption of Topic 606. to franchisees at our direction, we have determined we act as a principal in these transactions. The extent to which we provide such goods or services varies by brand, geographic region and, in some instances, franchisee. Similar to advertising services, receipts and expenditures related to these other services were presented on a net basis under Legacy Revenue GAAP. Upon adoption of Topic 606, revenues from the goods or services described above are presented as Franchise contributions for advertising and other services within our Consolidated Statements of Income. Expenses related to the provisioning of these goods and services are recorded in Franchise advertising and other services expense. These revenues are recognized as the goods or services are transferred to the franchisee and related expenses are recognized as incurred. Franchise Support Costs The internal costs we incur to provide support services to our franchisees for which we do not receive a direct reimbursement are charged to General and administrative expenses (“G&A”) as incurred. Certain direct costs of our franchise operations are charged to Franchise and property expenses. These costs include provisions for estimated uncollectible upfront and continuing fees, rent or depreciation expense associated with restaurants we lease or sublease to franchisees, franchise marketing funding, amortization expense for franchise-related intangible assets, value added taxes on royalties and certain other direct incremental franchise support costs. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue transaction and collected from a customer are excluded from revenue under both Legacy Revenue GAAP and Topic 606. F o r m 1 0 - K Direct Marketing Costs. To the extent we participate in advertising cooperatives, we expense our contributions as incurred, which are based on a percentage of sales of our Company restaurants. We charge direct marketing costs incurred outside of a cooperative to in which expense ratably in relation to revenues over incurred and, in the case of advertising production costs, in the year the advertisement is first shown. Deferred direct marketing costs, which are classified as prepaid expenses, consist of media and related advertising production costs that will generally be used for the first fiscal year and have historically not been significant. Advertising expenses incurred by our Company-owned time in the next the year YUM! BRANDS, INC. - 2019 Form 10-K 49 PART II ITEM 8 Financial Statements and Supplementary Data Franchise and property restaurants are recorded within Company restaurant expenses and totaled $73 million, $96 million and $179 million in 2019, 2018 and 2017, respectively. Advertising expenses incurred on behalf of franchised restaurants by the Company are recorded within Franchise and property expenses and totaled $10 million, $35 million and $66 million in 2019, 2018 and 2017, respectively. The amounts recorded within include $12.5 million and $25 million related to the Pizza Hut U.S. Transformation Agreement respectively, and $10 million and $20 million related to the KFC U.S. Acceleration Agreement in 2018 and 2017, respectively. See Note 4 for further discussion of these agreements. In 2019 and 2018 we incurred an additional $1,133 million and $1,035 million, respectively, in spending attributable to franchise contributions to advertising cooperatives that we consolidate and are now reporting on a gross basis within our Income subsequent to the adoption Consolidated Statements of Topic 606. in 2018 and 2017, expenses is recognized over Share-Based Employee Compensation. We recognize ongoing share-based payments to employees, including grants of employee stock options and stock appreciation rights (“SARs”), in the Consolidated Financial Statements as compensation cost over the service period based on their fair value on the date of grant. This compensation cost the service period on a straight-line basis, net of an assumed forfeiture rate, for awards that actually vest. Forfeiture rates are estimated at grant date based on is adjusted in historical experience and compensation cost subsequent periods for differences in actual forfeitures from the previous estimates. We present this compensation cost consistent with the other compensation costs for the employee recipient in either Company restaurant expenses or G&A. See Note 15 for further discussion of our share-based compensation plans. Legal Costs. Settlement costs are accrued when they are deemed probable and reasonably estimable. Anticipated legal fees related to self-insured workers’ compensation, employment practices liability, general liability and property losses (collectively, “property and casualty losses”) are accrued when deemed probable and reasonably estimable. Legal fees not related to self-insured property and casualty losses are recognized as incurred. See Note 19 for further discussion of our legal proceedings. liability, automobile liability, product Impairment or Disposal of Long-Lived Assets. Long-lived assets, (“PP&E”) as well as including Property, plant and equipment impairment right-of-use operating lease assets are tested for whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. The assets are not recoverable if their carrying value is less than the undiscounted cash flows we expect to generate from such assets. If the assets are not deemed to be recoverable, impairment is measured based on the excess of their carrying value over their fair value. K - 0 1 m r o F restaurant is the lowest impairment testing for our restaurants, we have For purposes of concluded that an individual level of independent cash flows unless it is more likely than not that we will refranchise restaurants as a group. We review our long-lived assets of such individual restaurants (primarily PP&E, right-of-use operating lease assets and allocated intangible assets subject to amortization) that we intend to continue operating as Company restaurants impairment, or whenever events or changes in annually for circumstances indicate that the carrying amount of a restaurant may not be recoverable. We use two consecutive years of operating losses as our primary indicator of potential impairment for our annual impairment these restaurant assets. We evaluate the recoverability of these restaurant assets by comparing the estimated undiscounted future cash flows, which are based on our entity- specific assumptions, to the carrying value of such assets. For restaurant assets that are not deemed to be recoverable, we write- down an impaired restaurant to its estimated fair value, which becomes its new cost basis. Fair value is an estimate of the price a franchisee would pay for the restaurant and its related assets and is testing of 50 YUM! BRANDS, INC. - 2019 Form 10-K determined by discounting the estimated future after-tax cash flows of the restaurant, which include a deduction for royalties we would receive under a franchise agreement with terms substantially at market. The after-tax cash flows incorporate reasonable assumptions we believe a franchisee would make such as sales growth and rate used in the fair value margin improvement. The discount the required rate of return that a calculation is our estimate of to receive when purchasing a similar franchisee would expect restaurant and the related long-lived assets. The discount rate incorporates rates of refranchising market returns for historical transactions and is commensurate with the risks and uncertainty inherent restaurant-level impairment is recorded within Other (income) expense. in the forecasted cash flows. Individual to the carrying value of In executing our refranchising initiatives, we most often offer groups of restaurants for sale. When we believe it is more likely than not a restaurant or groups of restaurants will be refranchised for a price less than their carrying value, but do not believe the restaurant(s) have met the criteria to be classified as held for sale, we review the restaurants for impairment. We evaluate the recoverability of these restaurant assets by comparing estimated sales proceeds plus the if any, holding period cash flows, restaurant or group of restaurants. For restaurant assets that are not deemed to be recoverable, we recognize impairment for any excess of carrying value over the fair value of the restaurants, which is based on the expected net sales proceeds. To the extent ongoing agreements to be entered into with the franchisee simultaneous with the refranchising are expected to contain terms, such as royalty rates, not at prevailing market rates, we consider the off-market terms in our impairment evaluation. We recognize any such impairment charges in Refranchising (gain) loss. Refranchising (gain) loss includes the gains or losses from the sales of our restaurants to new and existing franchisees, including any impairment charges discussed above, and associated termination, relocation or retention costs associated with store-level employees of refranchised stores or employees of restaurant-support centers which we have closed due to refranchising. We recognize gains on restaurant refranchisings the restaurant when the sale transaction closes and control of operations have transferred to the franchisee. When we decide to close a restaurant, it is reviewed for impairment, which includes an estimate of sublease income that could be reasonably obtained, if any, in relation to the right-of-use operating lease asset. Additionally, depreciable lives are adjusted based on the expected disposal date. Other costs incurred when closing a restaurant such as costs of disposing of the assets as well as other facility-related expenses from previously closed stores are generally expensed as incurred. Any costs recorded upon store closure as well as any subsequent adjustments to liabilities for remaining lease obligations as a result of lease termination or changes in estimates of sublease income are recorded in Other (income) expense. To the extent we sell assets, primarily land, associated with a closed store, any gain or loss upon that sale is also recorded in Other (income) expense. Considerable management judgment is necessary to estimate future cash flows, including cash flows from continuing use, terminal value, sublease income and refranchising proceeds. Accordingly, actual results could vary significantly from our estimates. Guarantees. We recognize, at inception of a guarantee, a liability for the fair value of certain obligations undertaken. The majority of our guarantees are issued as a result of assigning our in obligations under operating leases as a condition to the refranchising of certain Company restaurants. We recognize a liability for the fair value of such lease guarantees upon refranchising and upon subsequent renewals of such leases when we remain secondarily liable. The related expense and any subsequent changes are included in Refranchising (gain) loss. Any expense and subsequent changes in the guarantees for other franchise support guarantees not associated with a refranchising transaction are included in Franchise and property expenses. interest Income Taxes. We record deferred tax assets and liabilities for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases as well as operating loss, loss and tax credit carryforwards. Deferred tax assets and capital liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those differences or carryforwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in our Income tax provision in the period that includes the enactment date. Additionally, in determining the need for recording a valuation allowance against the carrying amount of deferred tax assets, we consider the amount of taxable income and periods over which it must be earned, actual levels of past taxable income and known trends and events or transactions that are expected to affect future levels of taxable income. Where we determine that it is more likely than not that all or a portion of an asset will not be realized, we record a valuation allowance. We recognize the benefit of positions taken or expected to be taken in our tax returns in our Income tax provision when it is more likely than not (i.e., a likelihood of more than fifty percent) that the position would be sustained upon examination by tax authorities. A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon settlement with the taxing authorities. We evaluate these amounts on they have been appropriately a quarterly basis to ensure that adjusted for audit settlements and other events we believe may impact the outcome. Changes in judgment that result in subsequent recognition, derecognition or a change in measurement of a tax position taken in a prior annual period (including any related interest and penalties) are recognized as a discrete item in the interim period in which the change occurs. We recognize accrued interest and penalties related to unrecognized tax benefits as components of our Income tax provision. We do not record a deferred tax liability for unremitted earnings of our foreign subsidiaries to the extent that the earnings meet the indefinite reversal criteria. This criteria is met if the foreign subsidiary has invested, or will invest, the earnings indefinitely. The decision as to the amount of unremitted earnings that we intend to maintain in non-U.S. subsidiaries considers items including, but not limited to, forecasts and budgets of financial needs of cash for working capital, liquidity plans and expected cash requirements in the U.S. See Note 17 for a further discussion of our income taxes. Fair Value Measurements. Fair value is the price we would receive to sell an asset or pay to transfer a liability (exit price) in an orderly transaction between market participants. For those assets and liabilities we record or disclose at fair value, we determine fair value based upon the quoted market price, if available. If a quoted market price is not available for identical assets, we determine fair value based upon the quoted market price of similar assets or the present value of expected future cash flows considering the risks involved, including counterparty performance risk if appropriate, and using discount the duration. The fair values are assigned a level within the fair value hierarchy, depending on the source of the inputs into the calculation. rates appropriate for Level 1 Level 2 Inputs based upon quoted prices in active markets for identical assets. Inputs other than quoted prices included within Level 1 that are observable for the asset, either directly or indirectly. Level 3 Inputs that are unobservable for the asset. Cash and Cash Equivalents. Cash equivalents represent funds we have temporarily invested (with original maturities not exceeding including short-term, highly liquid debt securities. three months), PART II ITEM 8 Financial Statements and Supplementary Data Cash and overdraft balances that meet the criteria for right of setoff are presented net on our Consolidated Balance Sheet. franchisee receivable balances Receivables. The Company’s receivables are primarily generated from ongoing business relationships with our franchisees as a result of franchise agreements, as well as contributions due to consolidated advertising cooperatives. These receivables from franchisees are generally due within 30 days of the period in which the corresponding sales occur and are classified as Accounts and notes receivable, net on our Consolidated Balance Sheet. Our provision for is based upon uncollectible pre-defined aging criteria or upon the occurrence of other events that indicate that we may not collect the balance due. Additionally, we monitor franchisees and record provisions for estimated losses on receivables when we believe it probable that our franchisees will be unable to make their required payments. While we use the best information available in making our determination, the ultimate recovery of recorded receivables is also dependent upon future economic events and other conditions that may be beyond our control. Receivables that are ultimately deemed to be uncollectible, and for which collection efforts have been the allowance for doubtful exhausted, are written off against accounts. the financial condition of our receivables from our franchisees. Additionally, We recorded $24 million, $11 million and $5 million in net provisions within Franchise and property expenses in 2019, 2018 and 2017, respectively, related to uncollectible continuing fees, initial fees and rent in 2019 we recorded $19 million in net provisions within Franchise advertising and other services expense related to uncollectible franchisee receivables of advertising cooperatives we are required to consolidate. Our consolidated advertising cooperatives are required to spend contributions from franchisees and us on advertising. To the extent the approximately $1.1 billion in contributions due from participating franchisees in 2019 we recorded the aforementioned bad debt provision. At the same time, we reduced advertising spending to the extent of these uncollectible franchise receivables. Thus, recorded advertising expense was reduced by the same amount as the bad debt provision within these consolidated advertising cooperatives and there was no net, direct impact to our Operating Profit in 2019. these cooperatives were unable to collect F o r m 1 0 - K Accounts and notes receivable as well as the Allowance for doubtful accounts, including balances attributable to our consolidated advertising cooperatives, as of December 31, 2019 and 2018, respectively, are as follows: Accounts and notes receivable Allowance for doubtful accounts 2019 2018 $ 656 $ 592 (72) (31) Accounts and notes receivable, net $ 584 $ 561 Our financing receivables primarily consist of notes receivables and direct financing leases with franchisees which we enter into from time-to-time. As these receivables primarily relate to our ongoing business agreements with franchisees, we consider such receivables to have similar risk characteristics and evaluate them as one collective portfolio segment and class for determining the allowance for doubtful accounts. We monitor the financial condition of our franchisees and record provisions for estimated losses on receivables when we believe it is probable that our franchisees will be required payments. Balances of notes unable to make their financing leases due within one year are receivable and direct included in Accounts and notes receivable, net while amounts due beyond one year are included in Other assets. Amounts included in Other assets totaled $68 million (net of an allowance of less than $1 million) and $62 million (net of an allowance of $1 million) at December 31, 2019 and December 31, 2018, respectively. Financing YUM! BRANDS, INC. - 2019 Form 10-K 51 PART II ITEM 8 Financial Statements and Supplementary Data receivables that are ultimately deemed to be uncollectible, and for which collection efforts have been exhausted, are written off against the allowance for doubtful accounts. Interest income recorded on financing receivables has historically been insignificant. is subject to a lease. We expense rent associated with leased land or buildings while a restaurant is being constructed whether rent is paid or we are subject to a rent holiday. Our leasing activity for other assets, including equipment, is not significant. depreciation less Property, Plant and Equipment. We state PP&E at cost calculate accumulated and the depreciation and amortization on a straight-line basis over estimated useful lives of the assets as follows: 5 to 25 years for buildings and leasehold improvements and 3 to 20 years for and machinery amortization on assets that are held for sale. and equipment. We suspend depreciation amortization. We Leases and Leasehold Improvements. Starting in February 2016 and continuing into 2019, the FASB issued standards on the recognition and measurement of leases (“Topic 842”). We adopted these standards at the beginning of the year ended December 31, 2019, using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of 2019 and have not recast the comparative periods presented in the Consolidated Financial Statements. The standards provide a number of optional practical expedients and policy elections in transition. We elected the ‘package of practical expedients’ under which we did not reassess under the standards our prior conclusions about lease identification, lease classification and initial direct costs. We did not elect the the practical expedient pertaining to land use-of-hindsight or information regarding the to Note 4 for easements. Refer adjustments recorded to our Consolidated Balance Sheet as of the beginning of the year ended December 31, 2019 to reflect the adoption of Topic 842. Below is information about the nature of our leases, accounting policies and assumptions subsequent to adopting Topic 842. to use a restaurant as well as a license of In certain instances, we lease or sublease certain restaurants to franchisees. Our lessor and sublease portfolio primarily consists of stores that have been leased to franchisees subsequent to refranchising transactions. Our most significant leases with lease and non-lease components are leases with our franchisees that include both the right the intellectual property associated with our Concepts’ brands. For these leases, which are primarily classified as operating leases, we account for the lease and non-lease components separately. Revenues from rental agreements with franchisees are presented within Franchise and property revenues in our Consolidated Statements of Income and related expenses (e.g. depreciation and rent expense) are presented within Franchise and property expenses. The impact of adopting Topic 842 on the accounting for our lessor and sublease portfolio was not significant. We lease land, buildings or both for certain of our Company- operated restaurants and restaurant support centers worldwide. Rental expense for leased Company-operated restaurants is presented in our Consolidated Statements of Income as Company restaurant support restaurant expenses and rental expense for centers is presented as G&A. The length of our lease terms, which vary by country and often include renewal options, are an important factor in determining the appropriate accounting for leases including the initial classification of the lease as finance (referred to as “capital” leases prior to the adoption of Topic 842) or operating as well as the timing of recognition of rent expense over the duration of the lease. We include renewal option periods in determining the term of our leases when failure to renew the lease would impose a penalty on the Company in such an amount that a renewal appears to be reasonably certain at the commencement of the lease. The primary is the economic detriment penalty to which we are subject associated with the existence of leasehold improvements that might be impaired if we choose not to continue the use of the leased property. Leasehold improvements are amortized over the shorter of their estimated useful lives or the lease term. We generally do not receive leasehold improvement incentives upon opening a store that 52 YUM! BRANDS, INC. - 2019 Form 10-K K - 0 1 m r o F Prior to the adoption of Topic 842 (“Legacy Lease GAAP”) liabilities for future rental payments under operating leases were not recognized on the balance sheet of the Company except when recognizing a liability was necessary to reflect the impact of recognizing rent expense on a straight-line basis. Upon the adoption of Topic 842, right-of-use assets and liabilities are recognized upon lease commencement for operating leases based on the present value of lease payments over the lease term. Similar assets and liabilities have historically always been recorded for finance leases. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Subsequent amortization of the right-of-use asset and accretion of the lease liability for an operating lease is recognized as a single lease cost, on a straight-line basis, over the lease term. For finance leases, the right-of-use asset is depreciated on a straight-line basis over the lesser of the useful life of the leased asset or lease term. Interest on each finance lease liability is determined as the amount results in a constant periodic discount rate on the remaining balance of the liability. As most of our leases do not provide an implicit discount rate, we use our incremental secured borrowing rate based on the information including the lease term and available at commencement date, currency, in determining the present value of lease payments for both operating and finance leases. Leases with an initial term of 12 months or less are not recorded in the Consolidated Balance Sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. that Right-of-use assets are assessed for impairment in accordance with our long-lived asset impairment policy, which is performed annually for restaurant-level assets or whenever events or changes in circumstances indicate that the carrying amount of a restaurant may not be recoverable. We reassess lease classification and remeasure right-of-use assets and lease liabilities when a lease is modified and that modification is not accounted for as a separate new lease or upon certain other events that require reassessment in accordance with Topic 842. The difference between operating lease rental expense recognized in our Consolidated Statements of Income and cash payments for operating leases is recognized within Other, net within Net Cash Provided by Operating Activities in our Consolidated Statements of Cash Flows. Goodwill and Intangible Assets. From time-to-time, the Company acquires restaurants from one of our Concept’s franchisees or acquires another business. Goodwill from these acquisitions represents the excess of the cost of a business acquired over the net of the amounts assigned to assets acquired, including identifiable intangible assets and liabilities assumed. Goodwill is not amortized and has been assigned to reporting units for purposes of impairment testing. Our reporting units are our business units (which are aligned based on geography) in our KFC, Pizza Hut and Taco Bell Divisions. We evaluate goodwill for impairment on an annual basis or more often if an event occurs or circumstances change that indicate impairment might exist. We have selected the beginning of our fourth quarter as the date on which to perform our ongoing annual impairment test for goodwill. We may elect to perform a qualitative assessment for our reporting units to determine whether it is more likely than not that the fair value of the reporting unit is greater than its carrying value. If a qualitative assessment is not performed, or if as a result of a qualitative assessment it is not more likely than not that the fair value of a reporting unit exceeds its carrying value, then the reporting unit’s fair value is compared to its carrying value. Fair value is the price a willing buyer would pay for a reporting unit, and is generally estimated using discounted expected future after-tax cash flows from Company-owned restaurant operations, if any, and franchise royalties. The discount rate is our estimate of the required rate of return that a third-party buyer would expect to receive when purchasing a business from us that constitutes a reporting unit. We rate is commensurate with the risks and believe the discount uncertainty inherent in the forecasted cash flows. If the carrying value of a reporting unit exceeds its fair value, goodwill is written down to its implied fair value. the reporting unit to its acquisition, we include goodwill If we record goodwill upon acquisition of a restaurant(s) from a franchisee and such restaurant(s) is then sold within two years of acquisition, the goodwill associated with the acquired restaurant(s) is written off in its entirety. If the restaurant is refranchised two years or more subsequent in the carrying amount of the restaurants disposed of based on the relative fair values of the portion of the reporting unit disposed of in the refranchising and the portion of that will be retained. The fair value of the portion of the reporting unit disposed of in a refranchising is determined by reference to the discounted value of the future cash flows expected to be generated by the restaurant and retained by the franchisee, which includes a deduction for the anticipated, future royalties the franchisee will pay us associated with the franchise agreement entered into simultaneously with the refranchising transition. The fair value of the reporting unit retained is based on the price a willing buyer would pay for the reporting unit and includes the value of franchise agreements. Appropriate adjustments are made if a franchise agreement includes terms that are determined to not be at prevailing market rates. As such, the fair value of the reporting unit retained can include expected cash flows from future royalties from those restaurants currently being refranchised, future royalties from existing franchise businesses and company restaurant operations. As a result, the percentage of a reporting unit’s goodwill that will be written off in a refranchising transaction will be less than the percentage of the reporting unit’s Company-owned restaurants that are refranchised in that transaction and goodwill can be allocated to a reporting unit with only franchise restaurants. Our definite-lived intangible assets that are not allocated to an individual restaurant are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the intangible asset may not be recoverable. An intangible asset that is deemed not recoverable on an undiscounted basis is written down to its estimated fair value, which is our estimate of the price a willing buyer would pay for the intangible asset based on discounted expected future after-tax cash flows. For purposes of our impairment analysis, we update the cash flows that were initially used to value the definite-lived intangible asset to reflect our current estimates and assumptions over the asset’s future remaining life. Capitalized Software. We state capitalized software at cost less accumulated amortization within Intangible assets, net on our Consolidated Balance Sheets. We calculate amortization on a straight line basis over the estimated useful life of the software which ranges from 3 to 7 years. Derivative Financial Instruments. We use derivative instruments primarily to hedge interest rate and foreign currency risks. These derivative contracts are entered into with financial institutions. We do not use derivative instruments for trading purposes and we have procedures in place to monitor and control their use. We record all derivative instruments on our Consolidated Balance Sheet at fair value. For derivative instruments that are designated and qualify as a cash flow hedge, gain or loss on the derivative instrument is reported as a component of AOCI and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. For derivative instruments not designated as hedging instruments, the gain or loss is recognized in the results of operations immediately. PART II ITEM 8 Financial Statements and Supplementary Data fail to meet the counterparties will into contracts with carefully selected major As a result of the use of derivative instruments, the Company is exposed to risk that their contractual obligations. To mitigate the counterparty credit risk, we only enter financial institutions based upon their credit ratings and other factors, and continually assess the creditworthiness of counterparties. At December 31, 2019 and December 31, 2018, all of the counterparties to our rate swaps and foreign currency forwards had investment grade ratings according to the three major ratings agencies. To date, all counterparties have performed in accordance with their contractual obligations. interest Common Stock Share Repurchases. From time-to-time, we repurchase shares of our Common Stock under share repurchase programs authorized by our Board of Directors. Shares repurchased constitute authorized, but unissued shares under the North Carolina laws under which we are incorporated. Additionally, our Common Stock has no par or stated value. Accordingly, we record the full value of share repurchases, or other deductions to Common Stock such as shares cancelled upon employee share-based award exercises, upon the trade date, against Common Stock on our Consolidated Balance Sheet except when to do so would result in a negative balance in such Common Stock account. In such instances, on a period basis, we record the cost of any further share repurchases, or other deductions to Common Stock as an addition to Accumulated deficit. Due to the large number of share repurchases of our stock over the past several years, our Common Stock any period. Accordingly, $796 million, $2,356 million and $1,915 million in share repurchases in 2019, 2018 and 2017, respectively, were recorded as an addition to Accumulated deficit. Additionally $18 million and $20 million related to shares cancelled upon employee share-based award exercises in 2019 and 2017 were recorded as an addition to Accumulated deficit, respectively. See Note 16 for additional information on our share repurchases. frequently balance zero end the of at is F o r m 1 0 - K Pension and Post-retirement Medical Benefits. We measure and recognize the overfunded or underfunded status of our pension and post-retirement plans as an asset or liability in our Consolidated Balance Sheet as of our fiscal year end. The funded status represents the difference between the projected benefit obligations and the fair value of plan assets, which is calculated on a plan-by-plan basis. The projected benefit obligation and related funded status are determined using assumptions as of the end of each year. The projected benefit obligation is the present value of benefits earned to date by plan participants, including the effect of future salary increases, as applicable. The difference between the projected benefit obligations and the fair value of plan assets that has not previously been recognized in our Consolidated Statement of Income is recorded as a component of AOCI. The net periodic benefit costs associated with the Company’s defined benefit pension and post-retirement medical plans are determined using assumptions regarding the projected benefit obligation and, for funded plans, the market-related value of plan assets as of the beginning of each year, or remeasurement period, if applicable. We record the service cost component of net periodic benefit costs in G&A. Non-service cost components are recorded in Other pension (income) expense. We have elected to use a market- related value of plan assets to calculate the expected return on assets, net of administrative and investment fees paid from plan assets, in net periodic benefit costs. For each individual plan we amortize into pension expense the net amounts in AOCI, as adjusted for the difference between the fair value and market-related value of plan assets, to the extent that such amounts exceed 10% of the greater of a plan’s projected benefit obligation or market-related value of assets, over the remaining service period of active participants in the plan or, for plans with no active participants, over the expected average life expectancy of the inactive participants in YUM! BRANDS, INC. - 2019 Form 10-K 53 PART II ITEM 8 Financial Statements and Supplementary Data the plan. The market-related value of plan assets is the fair value of plan assets as of the beginning of each year adjusted for variances between actual returns and expected returns. We attribute such variances to the market-related value of plan assets evenly over five years. We record a curtailment when an event occurs that significantly reduces the expected years of future service or eliminates the accrual of defined benefits for the future services of a significant number of employees. We record a curtailment gain when the employees who are entitled to the benefits terminate their employment; we record a curtailment loss when it becomes probable a loss will occur. We recognize settlement gains or losses only when we have determined that the cost of all settlements in a year will exceed the sum of the service and interest costs within an individual plan. Recent Accounting Pronouncements. In June 2016, the FASB issued a standard that requires measurement and recognition of expected versus incurred credit losses for financial assets held. The standard is effective for the Company in our first quarter of fiscal 2020 and any impact upon adoption will be reflected through a cumulative-effect adjustment the beginning of 2020. We do not anticipate the impact of adopting this standard will be material to our Consolidated Financial Statements. to Accumulated deficit as of NOTE 3 Earnings Per Common Share (“EPS”) Net Income Weighted-average common shares outstanding (for basic calculation) Effect of dilutive share-based employee compensation Weighted-average common and dilutive potential common shares outstanding (for diluted calculation) Basic EPS Diluted EPS 2019 2018 2017 $ 1,294 $ 1,542 $ 1,340 306 7 313 4.23 4.14 $ $ 322 7 329 4.80 4.69 $ $ 347 8 355 3.86 3.77 $ $ Unexercised employee stock options and stock appreciation rights (in millions) excluded from the diluted EPS computation(a) 2.0 2.0 2.3 (a) These unexercised employee stock options and stock appreciation rights were not included in the computation of diluted EPS because to do so would have been antidilutive for the periods presented. NOTE 4 Items Affecting Comparability of Net Income and Cash Flows Refranchising (Gain) Loss The Refranchising (gain) loss by our Divisional reportable segments is presented below. Given the size and volatility of refranchising initiatives, our chief operating decision maker (“CODM”) does not consider the impact of Refranchising (gain) loss when assessing Divisional segment performance. As such, we do not allocate such gains and losses to our Divisional segments for performance reporting purposes. During the years ended December 31, 2019, 2018 and 2017, we refranchised 25, 660 and 1,470 restaurants, respectively. Additionally, during the year ended December 31, 2019, we sold certain restaurant assets associated with existing franchise restaurants to the franchisee. We received $110 million, $825 million and $1,773 million in pre-tax refranchising proceeds in 2019, 2018 and 2017, respectively. K - 0 1 m r o F A summary of Refranchising (gain) loss is as follows: KFC Division Pizza Hut Division Taco Bell Division Worldwide Refranchising (gain) loss 2019 2018 2017 $ (6) — (31) $ (240) $ (581) 13 (313) (16) (486) $ (37) $ (540) $ (1,083) As a result of classifying restaurant and related assets as held for sale and ceasing depreciation expense, depreciation expense was reduced versus what would have otherwise been recorded by less than $1 million, $3 million and $10 million during the years ended December 31, 2019, 2018 and 2017, respectively. Our CODM does not consider the impact of these depreciation reductions, which were recorded within Company restaurant expenses, when assessing Divisional segment performance. These depreciation reductions were recorded as an unallocated benefit and were not allocated to the Division segments resulting in depreciation expense continuing to be recorded within our Divisional results at the rate at which it was prior to the held for sale classification. 54 YUM! BRANDS, INC. - 2019 Form 10-K Pizza Hut U.S. Transformation Agreement In May 2017, we reached an agreement with Pizza Hut U.S. franchisees that will improve brand marketing alignment, accelerate enhancements in operations and technology and that included a permanent commitment to incremental advertising as well as digital and technology contributions by franchisees (the “Transformation Agreement”). In connection with the Transformation Agreement we anticipate investing approximately $90 million from 2017 to 2020 to upgrade fund to improve operations, technology and enhance digital and improvements in restaurant e-commerce capabilities. As of December 31, 2019, we have invested $89 million since the inception of the agreement. restaurant equipment We have invested $25 million, $25 million and $39 million for the years ended December 31, 2019, 2018 and 2017, respectively, related to the Transformation Agreement. These amounts consisted of capital investments and franchisee incentive payments that were capitalized. Also included are operating investments of $13 million, $6 million and $31 million in the years ended December 31, 2019, 2018 and 2017, respectively. Due to their unique and long-term brand-building nature as well as the their non-recurring impact on Pizza Hut’s Division results, financial the impact of operating investments that are part of Transformation Agreement are not being considered by our CODM when assessing segment performance. As such, these operating investments are not being allocated to the Pizza Hut Division operating segment results for performance reporting purposes. investments made as part of Depreciation on capital the Transformation Agreement is being allocated to Pizza Hut segment results as the expense is recurring and is not expected to significantly impact the comparability of results in any given period. For the same reasons, the amortization related to capitalized franchisee incentive payments is being allocated to Pizza Hut Division operating segment results. In addition to the investments above, we funded $37.5 million of incremental system advertising from the second half of 2017 through 2018, including $12.5 million and $25 million we incurred during the years ended December 31, 2018 and 2017, respectively. These advertising amounts were recorded primarily in Franchise and property expenses and were included in the Pizza Hut Division segment operating results. KFC U.S. Acceleration Agreement During 2015, we reached an agreement with our KFC U.S. franchisees that gave us control of brand marketing execution as well as an accelerated path to expanded menu offerings, improved assets and enhanced customer experience. In connection with this agreement we invested approximately $130 million from 2015 through 2019. These investments, which primarily related to new back-of-house equipment to accelerate franchisee store remodels, totaled $6 million, $6 million and $17 million in the years ended December 31, 2019, 2018 and 2017, these investments were not capitalized ($2 million in 2018 and $17 million in 2017) the financial impacts of the investments were not considered by our CODM when assessing segment performance. As such, these investments are not being allocated to the KFC Division operating segment results for performance reporting purposes. As of December 31, 2019 the initiatives related to this program are substantially complete. franchisees and incentives respectively. To the extent for In addition to the investments above, we funded $60 million of incremental system advertising from 2015 through 2018, including $10 million and $20 million incurred during the years ended PART II ITEM 8 Financial Statements and Supplementary Data December 31, 2018 and 2017, respectively. These advertising amounts were recorded primarily in Franchise and property expenses and were included in the KFC Division segment operating results. Turkey Acquisition Contingent Consideration During the second quarter of 2019 we recorded charges of $8 million and $2 million to Other (income) expense and Interest expense, net, respectively, related to cash payments in excess of our recorded liability to settle contingent consideration associated with our 2013 acquisition of the KFC Turkey and Pizza Hut Turkey businesses. Consistent with prior adjustments to the recorded contingent consideration, our CODM does not consider this charge when assessing segment performance due to the nature of these costs. As such, these costs were not allocated to any of our segment operating results for performance reporting purposes. Investment in Grubhub, Inc. (“Grubhub”) On February 7, 2018, certain of our subsidiaries entered into a master services agreement with a subsidiary of Grubhub, an online and mobile takeout food-ordering company in the U.S., which is intended to provide dedicated support for the KFC and Taco Bell branded online delivery channels in the U.S. through Grubhub’s online ordering platform, logistics and last-mile support for delivery orders, as well as point-of-sale integration to streamline operations. Concurrently with the master services agreement, one of our subsidiaries entered into an investment agreement with Grubhub to invest $200 million in exchange for approximately 2.8 million shares of Grubhub common stock, subject to customary closing conditions. In April 2018, all necessary regulatory approvals were obtained and the purchase of Grubhub shares was consummated. Shares acquired as part of this purchase are restricted from being transferred until the earlier of the two-year anniversary of closing the investment agreement or 30 days following the termination of our master services agreement with Grubhub. In the years ended December 31, 2019 and 2018 we recognized pre-tax expense of $77 million and pre-tax income of $14 million, respectively, related to the mark-to-market of these shares, which includes the respective depreciation and appreciation in the market price of Grubhub in common stock. Changes in the fair value of our investment Grubhub common stock are presented as Investment (income) expense, net within our Consolidated Statements of Income. Income Tax Matters During the year ended December 31, 2019 we completed intercompany transfers of certain intellectual property rights. As a result of the transfer of certain of these rights, largely to subsidiaries in the United Kingdom, we received a step-up in tax basis to current fair value under applicable tax law. To the extent this step-up in basis will be amortizable against future taxable income, we recognized a one-time deferred tax benefit of $226 million in the year ended December 31, 2019. We recognized $434 million in our Income tax provision for the year ended December 31, 2017 as a result of the December 22, 2017 enactment of the Tax Cuts and Jobs Act of 2017 (“Tax Act”). During the year ended December 31, 2018, we recorded a $35 million decrease related to our provisional tax expense recorded in the fourth quarter of 2017 associated with the Tax Act. See Note 17. F o r m 1 0 - K YUM! BRANDS, INC. - 2019 Form 10-K 55 one phantom Yum China share-based award for each outstanding phantom YUM share-based award. Through October 31, 2018, these Yum China awards could be settled in cash, as opposed to stock, which required recognition of the fair value of these awards within G&A in our Consolidated Income Statement. During 2018 and 2017, we recorded pre-tax credits of $3 million and charges of $18 million, respectively, related to these awards due to changes in the market price of Yum China’s common stock. Given these adjustments were a direct result of the separation of our China business, our CODM did not consider their impact when assessing segment performance. As such, these amounts were not allocated to any of our segment operating results. Beginning October 31, 2018, deferrals in phantom shares of Yum China common stock were no longer an investment option within our EID Plan and any balances relating to these phantom shares were moved to another available EID Plan investment option as selected by the participants. Amounts directed into cash or phantom shares of a Stock Index Fund or a Bond Index Fund remained classified as a liability and any appreciation or depreciation in these investments from the transfer date forward is being recognized as compensation expense and included in our segment operating results consistent with existing investments in these funds. Any balances directed into phantom shares of YUM Common Stock were reclassified to Common Stock on our Consolidated Balance Sheet. We do not recognize or expense the investments in phantom shares of our depreciation, Common Stock. See Note 15 for further description of our EID Plan. compensation if any, of appreciation for PART II ITEM 8 Financial Statements and Supplementary Data YUM’s Strategic Transformation Initiatives In October 2016, we announced our strategic transformation plans to drive global expansion of the KFC, Pizza Hut and Taco Bell brands (“YUM’s Strategic Transformation Initiatives”) following the then anticipated spin-off of our China business (the “Separation”) on October 31, 2016 into an independent, publicly-traded company under the name of Yum China Holdings, Inc. (“Yum China”). Major features of the Company’s strategic transformation plans involved being more focused on the development of our three brands, increasing our franchise ownership and creating a leaner, more efficient cost structure. We incurred pre-tax costs of $8 million and $23 million related to our Strategic Transformation Initiatives in 2018 and 2017, respectively, primarily recorded in G&A. In 2018 and 2017, these costs included contract termination costs and relocation and severance costs for restaurant-support center employees. Due to the scope of the initiatives as well as their significance, our CODM did not consider the associated cost when assessing segment performance. As such, these costs were not allocated to any of our segment operating results for performance reporting purposes. Modifications of Share-based Compensation Awards In connection with the Separation, we modified certain share-based compensation awards held as part of our Executive Income Deferral (“EID”) Plan in phantom shares of YUM Common Stock to provide K - 0 1 m r o F 56 YUM! BRANDS, INC. - 2019 Form 10-K PART II ITEM 8 Financial Statements and Supplementary Data Impact of Adopting New Lease Standards As discussed in Note 2, we adopted Topic 842 at the beginning of the year ended December 31, 2019, using a modified retrospective method. Topic 842 was applied to all leases existing at, or entered into after, the beginning of 2019. As a result of adopting Topic 842, the following adjustments were made to the Consolidated Balance Sheet as of the beginning of the year ended December 31, 2019: Consolidated Balance Sheet ASSETS Current Assets Cash and cash equivalents Accounts and notes receivable, net Prepaid expenses and other current assets Total Current Assets Property, plant and equipment, net Goodwill Intangible assets, net Other assets Deferred income taxes Total Assets As Reported 12/31/2018 Adjustments Balances with Adoption of Topic 842 1/1/2019 $ 292 561 354 1,207 1,237 525 242 724 195 $ — — (10) (10) — — — 689 — $ 292 561 344 1,197 1,237 525 242 1,413 195 $ 4,130 $ 679 $ 4,809 LIABILITIES AND SHAREHOLDERS’ DEFICIT Current Liabilities Accounts payable and other current liabilities $ Income taxes payable Short-term borrowings Total Current Liabilities Long-term debt Other liabilities and deferred credits Total Liabilities Shareholders’ Deficit Accumulated deficit Accumulated other comprehensive loss Total Shareholders’ Deficit 911 69 321 1,301 9,751 1,004 12,056 (7,592) (334) (7,926) $ 76 — — 76 — 605 681 (2) — (2) $ 987 69 321 1,377 9,751 1,609 12,737 (7,594) (334) (7,928) F o r m 1 0 - K Total Liabilities and Shareholders’ Deficit $ 4,130 $ 679 $ 4,809 We recorded lease liabilities within Accounts payable and other current liabilities and Other liabilities and deferred credits of $83 million and $661 million, respectively, related to the present value of the remaining operating lease payments. These adjustments were partially offset by reductions to Accounts payable and other current liabilities and Other liabilities and deferred credits of $7 million and $56 million, respectively, primarily related to the write offs of liabilities previously recorded to reflect the impact of recognizing rent expense on a straight-line basis when lease payments were escalating under Legacy Lease GAAP. Additionally, lease liabilities recognized upon adoption were offset by the write-off of prepaid rent of $11 million that was recorded under Legacy Lease GAAP resulting in a decrease within Prepaid expenses and other current assets and Other assets of $10 million and $1 million, respectively. We recorded a corresponding right-of-use asset within Other Assets of $690 million. This right-of-use asset reflected a $2 million impairment charge that would have been recorded before adoption of Topic 842 had the right-of-use asset been recognized under Legacy Lease GAAP. A related increase was recorded in Accumulated deficit. YUM! BRANDS, INC. - 2019 Form 10-K 57 PART II ITEM 8 Financial Statements and Supplementary Data Impact of Adopting New Revenue Recognition Standards As discussed in Note 2, we adopted Topic 606 at the beginning of the year ended December 31, 2018, using the modified retrospective method. Topic 606 was applied to all contracts with customers as of January 1, 2018 and the cumulative effective of this transition was recorded as an adjustment to Accumulated deficit as of this date. As a result, the following adjustments were made to the Consolidated Balance Sheet as of January 1, 2018: Consolidated Balance Sheet ASSETS Current Assets Cash and cash equivalents Accounts and notes receivable, net Prepaid expenses and other current assets Advertising cooperative assets, restricted Total Current Assets Property, plant and equipment, net Goodwill Intangible assets, net Other assets Deferred income taxes Total Assets As Reported 12/31/2017 Adjustments Balances with Adoption of Topic 606 1/1/2018 $ 1,522 $ 400 384 201 2,507 1,594 512 214 345 139 11 112 76(a) (201) (2) 2 — 9 118 26 $ 1,533 512 460 — 2,505 1,596 512 223 463 165 $ 5,311 $ 153 $ 5,464 LIABILITIES AND SHAREHOLDERS’ DEFICIT Current Liabilities Accounts payable and other current liabilities $ K - 0 1 m r o F Income taxes payable Short-term borrowings Advertising cooperative liabilities Total Current Liabilities Long-term debt Other liabilities and deferred credits Total Liabilities Shareholders’ Deficit Accumulated deficit Accumulated other comprehensive loss Total Shareholders’ Deficit 813 123 375 201 1,512 9,429 704 11,645 (6,063) (271) (6,334) $ 220 $ 1,033 — — (201) 19 — 353 372 (240) 21 (219) 123 375 — 1,531 9,429 1,057 12,017 (6,303) (250) (6,553) Total Liabilities and Shareholders’ Deficit $ 5,311 $ 153 $ 5,464 (a) Includes $58 million of restricted cash related to advertising cooperatives. These balances can only be used to settle obligations of the respective cooperatives. We recorded an increase in Accounts payable and other current liabilities and Other liabilities and deferred credits of $57 million and $335 million, respectively, as part of our cumulative adjustment related to unamortized upfront franchise fees, with a corresponding $392 million increase in Accumulated deficit. We recorded increases in Prepaid expenses and other current assets and Other assets of $18 million and $118 million, respectively, as part of our cumulative adjustment related to unamortized franchise incentives, with a corresponding $136 million decrease in Accumulated deficit. Deferred income taxes increased $26 million as a result of recording the tax effects of the two adjustments noted above, with a corresponding decrease to Accumulated deficit. Accumulated other comprehensive loss decreased $21 million as a result of recognizing the impact of foreign currency translation related to the three adjustments noted above, with a corresponding increase in Accumulated deficit. 58 YUM! BRANDS, INC. - 2019 Form 10-K PART II ITEM 8 Financial Statements and Supplementary Data The remaining adjustments to our December 31, 2017 Consolidated Balance Sheet are primarily a result of reclassifying the assets and liabilities of our consolidated advertising cooperative from Advertising cooperative assets, restricted and Advertising cooperative liabilities to the respective balance sheet caption to which the assets and liabilities relate. The following tables reflect the impact of the adoption of Topic 606 on our Consolidated Statement of Income for the year ended December 31, 2018 and our Consolidated Balance Sheet as of December 31, 2018. Consolidated Statement of Income Revenues Company sales Franchise and property revenues Franchise contributions for advertising and other services Total revenues Costs and Expenses, Net Company restaurant expenses General and administrative expenses Franchise and property expenses Franchise advertising and other services expense Refranchising (gain) loss Other (income) expense Total costs and expenses, net Operating Profit Investment (income) expense, net Other pension (income) expense Interest expense, net Income before income taxes Income tax provision (benefit) Net Income Basic Earnings Per Common Share Diluted Earnings Per Common Share Year ended 12/31/2018 As Reported Impact Balances under Legacy Revenue GAAP $ 2,000 $ 2,482 1,206 5,688 1,634 895 188 1,208 (540) 7 3,392 2,296 (9) 14 452 1,839 297 1,542 4.80 4.69 $ $ $ $ $ $ — 43 (1,206) (1,163) — — 27 (1,208) 4 — (1,177) 14(a) — — — 14 3 11 0.03 0.03 $ 2,000 2,525 — 4,525 1,634 895 215 — (536) 7 2,215 2,310 (9) 14 452 1,853 300 1,553 4.83 4.72 $ $ $ F o r m 1 0 - K (a) Includes $23 million of franchise incentive payments made to or on behalf of franchisees during 2018 that under Legacy Revenue GAAP would have been recognized as expense in full in 2018. Due to the size and nature of such payments, we historically would not have allocated their impact to our Divisional results. Upon the adoption of Topic 606, these payments have been capitalized as assets. Upon the adoption of Topic 606, the timing and amount of revenue recognized for upfront franchise fees and franchise incentives changed from upfront recognition under Legacy Revenue GAAP to recognition over the term of the franchise agreement to which the fees and incentives relate. Also, under Legacy Revenue GAAP, amounts reported as Franchise contributions for advertising and other services and Franchise advertising and other services expense were presented on a net basis. Upon the adoption of Topic 606, these amounts require gross presentation in our Consolidated Statements of Income. Lastly, Legacy Revenue GAAP required that certain value-added taxes withheld and remitted on our behalf by our franchisees be reported as revenue and corresponding expense in our Consolidated Statements of Income. Upon adoption of Topic 606, these taxes are reported on a net basis as a reduction in Franchise and property revenues. YUM! BRANDS, INC. - 2019 Form 10-K 59 PART II ITEM 8 Financial Statements and Supplementary Data Consolidated Balance Sheet ASSETS Current Assets Cash and cash equivalents Accounts and notes receivable, net Prepaid expenses and other current assets Advertising cooperative assets, restricted Total Current Assets Property, plant and equipment, net Goodwill Intangible assets, net Other assets Deferred income taxes Total Assets LIABILITIES AND SHAREHOLDERS’ DEFICIT Current Liabilities Accounts payable and other current liabilities Income taxes payable Short-term borrowings Advertising cooperative liabilities Total Current Liabilities Long-term debt Other liabilities and deferred credits Total Liabilities Shareholders’ Deficit Accumulated deficit Accumulated other comprehensive loss Total Shareholders’ Deficit As Reported 12/31/2018 Impact Balances under Legacy Revenue GAAP 12/31/2018 $ 292 561 354 — 1,207 1,237 525 242 724 195 $ (13) $ (120) (107) 241 1 (2) — (16) (127) (25) 279 441 247 241 1,208 1,235 525 226 597 170 $ 4,130 $ (169) $ 3,961 $ 911 69 321 — 1,301 9,751 1,004 12,056 (7,592) (334) (7,926) $ (287) $ — — 241 (46) — (354) (400) 251 (20) 231 624 69 321 241 1,255 9,751 650 11,656 (7,341) (354) (7,695) Total Liabilities and Shareholders’ Deficit $ 4,130 $ (169) $ 3,961 The significant impacts resulting from the adoption of Topic 606 on our Consolidated Balance Sheet as of December 31, 2018, are consistent with those recorded as of January 1, 2018 as described previously. Under Legacy Revenue GAAP, Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents pertaining to advertising cooperatives that we were required to consolidate were classified within Advertising cooperative assets, restricted. Upon adoption of Topic 606, these amounts are reflected on our Consolidated Balance Sheet and changes in these balances are reported within our Consolidated Statement of Cash Flows. Items Impacting Other Pension (Income) Expense During the first quarter of 2017, as a result of the completion of a pension data review and reconciliation, we recorded a non-cash, out-of-year charge of $22 million to Other pension (income) expense to adjust our historical U.S. pension liability related to our deferred vested participants. Our CODM did not consider the impact of this charge when assessing segment performance given the number of years over which it accumulated. As such, this cost was not allocated to any of our segment operating results for performance reporting purposes. See Note 14 for further discussion of our pension plans. 60 YUM! BRANDS, INC. - 2019 Form 10-K K - 0 1 m r o F PART II ITEM 8 Financial Statements and Supplementary Data NOTE 5 Revenue Recognition Disaggregation of Total Revenues The following table disaggregates revenue by Concept, for our two most significant markets based on Operating Profit and for all other markets. We believe this disaggregation best reflects the extent to which the nature, amount, timing and uncertainty of our revenues and cash flows are impacted by economic factors. U.S. Company sales Franchise revenues Property revenues Franchise contributions for advertising and other services China Franchise revenues Other Company sales Franchise revenues Property revenues Franchise contributions for advertising and other services U.S. Company sales Franchise revenues Property revenues Franchise contributions for advertising and other services China Franchise revenues Other Company sales Franchise revenues Property revenues Franchise contributions for advertising and other services Property revenues for the year ended December 31, 2017 were $86 million. 2019 KFC Division Pizza Hut Division Taco Bell Division Total $ 74 $ 21 $ 919 $ 1,014 175 20 10 214 497 912 69 520 282 6 318 60 33 246 3 58 602 44 483 — 2 27 — 2 1,059 70 811 274 532 1,185 72 580 $ 2,491 $ 1,027 $ 2,079 $ 5,597 2018 KFC Division Pizza Hut Division Taco Bell Division Total $ 72 171 23 9 201 822 825 74 447 $ 37 $ 1,034 $ 1,143 284 4 269 59 32 248 3 52 539 27 428 — 3 24 — 1 994 54 706 260 857 1,097 77 500 $ 2,644 $ 988 $ 2,056 $ 5,688 F o r m 1 0 - K YUM! BRANDS, INC. - 2019 Form 10-K 61 PART II ITEM 8 Financial Statements and Supplementary Data Contract Liabilities Our contract liabilities are comprised of unamortized upfront fees received from franchisees. A summary of significant changes to the contract liability balance during 2019 and 2018 is presented below. Balance at January 1, 2018 Revenue recognized that was included in unamortized upfront fees received from franchisees at the beginning of the period Increase for upfront fees associated with contracts that became effective during the period, net of amounts recognized as revenue during the period Other(a) Balance at December 31, 2018 Revenue recognized that was included in unamortized upfront fees received from franchisees at the beginning of the period Increase for upfront fees associated with contracts that became effective during the period, net of amounts recognized as revenue during the period Other(a) Balance at December 31, 2019 Deferred Franchise Fees $ 392 (66) 102 (14) $ 414 (70) 93 4 $ 441 (a) Includes impact of foreign currency translation as well as, in 2018, the recognition of deferred franchise fees into Refranchising (gain) loss upon the modification of existing franchise agreements when entering into master franchise agreements. We expect to recognize contract liabilities as revenue over the remaining term of the associated franchise agreement as follows: Less than 1 year 1 - 2 years 2 - 3 years 3 - 4 years 4 - 5 years Thereafter Total $ 65 60 56 51 46 163 $ 441 We have applied the optional exemption, as provided for under Topic 606, which allows us to not disclose the transaction price allocated to unsatisfied performance obligations when the transaction price is a sales-based royalty. K - 0 1 m r o F NOTE 6 Supplemental Cash Flow Data Cash Paid For: Interest Income taxes Significant Non-Cash Investing and Financing Activities: Finance lease obligations incurred Finance lease and other debt obligations transferred through refranchising Reconciliation of Cash and cash equivalents to Consolidated Statements of Cash Flows: 2019 2018 2017 $ 497 $ 455 $ 283 279 $ 14 $ 4 $ (1) (24) 442 346 8 (35) Cash and cash equivalents as presented in Consolidated Balance Sheets $ 605 $ 292 $ 1,522 Restricted cash included in Prepaid expenses and other current assets(a) Restricted cash and restricted cash equivalents included in Other assets(b) 138 25 151 31 60 17 Cash, Cash Equivalents and Restricted Cash as presented in Consolidated Statements of Cash Flows(c) $ 768 $ 474 $ 1,599 (a) Restricted cash within Prepaid expenses and other current assets reflects Taco Bell Securitization interest reserves (See Note 10) and the cash related to advertising cooperatives that we consolidate that can only be used to settle obligations of the respective cooperatives. 62 YUM! BRANDS, INC. - 2019 Form 10-K PART II ITEM 8 Financial Statements and Supplementary Data (b) Primarily trust accounts related to our self-insurance program. (c) Upon adoption of Topic 606 we reclassified cash of $11 million and restricted cash of $58 million, respectively, from Advertising cooperative assets, restricted to Cash and cash equivalents and Prepaid expenses and other current assets. These amounts are included in the Beginning of Year balance of Cash, Cash Equivalents, Restricted Cash and Restricted Cash equivalents in our Consolidated Statement of Cash Flows for the year ended December 31, 2018. NOTE 7 Other (Income) Expense Foreign exchange net (gain) loss and other(a) Closure and impairment expense Other (income) expense 2019 2018 2017 $ (1) $ 1 $ 5 6 7 3 $ 4 $ 7 $ 10 (a) 2019 includes settlement of contingent consideration associated with our 2013 acquisition of the KFC Turkey and Pizza Hut Turkey businesses (See Note 4). NOTE 8 Supplemental Balance Sheet Information Prepaid Expenses and Other Current Assets 2019 2018 Income tax receivable Restricted cash Assets held for sale(a) Other prepaid expenses and current assets Prepaid expenses and other current assets Property, Plant and Equipment Land Buildings and improvements Finance leases, primarily buildings Machinery, equipment and other Property, plant and equipment, gross Accumulated depreciation and amortization Property, plant and equipment, net $ 39 $ 138 25 136 $ $ 338 $ 2019 408 $ 1,325 68 505 2,306 (1,136) 36 151 24 143 354 2018 422 1,349 59 523 2,353 (1,116) $ 1,170 $ 1,237 F o r m 1 0 - K Depreciation and amortization expense related to PP&E was $114 million, $146 million and $215 million in 2019, 2018 and 2017, respectively. Other Assets Operating lease right-of-use assets(b) Investment in Grubhub common stock(c) Franchise incentives Other Other assets Accounts Payable and Other Current Liabilities Accounts payable Accrued compensation and benefits Accrued advertising Operating lease liabilities(b) Accrued taxes, other than income taxes Other current liabilities Accounts payable and other current liabilities 2019 2018 $ $ 642 137 174 360 $ 1,313 $ $ $ 2019 173 223 96 67 52 349 $ 960 $ — 214 141 369 724 2018 202 206 108 — 48 347 911 (a) Reflects the carrying value of restaurants we have offered for sale to franchisees and excess properties that we do not intend to use for restaurant operations in the future. YUM! BRANDS, INC. - 2019 Form 10-K 63 PART II ITEM 8 Financial Statements and Supplementary Data (b) Increase from 2018 primarily due to the adoption of Topic 842 beginning with the year ended December 31, 2019. See Notes 2 and 4 for further discussion. (c) Refer to Note 4 for additional discussion regarding our investment in Grubhub. NOTE 9 Goodwill and Intangible Assets The changes in the carrying amount of goodwill are as follows: Goodwill, net as of December 31, 2017(a) Disposal and other, net(b) QuikOrder acquisition(c) Goodwill, net as of December 31, 2018(a) Disposal and other, net(b) Goodwill, net as of December 31, 2019(a) KFC Pizza Hut Taco Bell Worldwide $ 247 $ 162 $ 103 $ 512 (17) — 230 3 233 $ $ (5) 39 196 3 199 $ $ $ $ (4) — 99 (1) 98 (26) 39 525 5 530 $ $ (a) Goodwill, net includes $17 million of accumulated impairment losses for each year presented related to our Pizza Hut segment. (b) Disposals and other, net foreign currency translation on existing balances and goodwill write-offs associated with includes the impact of (c) refranchising. In December 2018, we completed the acquisition of QuikOrder, LLC, an online ordering software and service provider for the restaurant industry (“QuikOrder”), who was a provider of services to Company and franchise restaurants of our Pizza Hut U.S. business for nearly two decades. The purchase price allocated for accounting purposes of $77 million consisted of cash, net of cash acquired, in the amount of $66 million, settlement of a prepaid asset of $6 million related to our preexisting contractual relationship with QuikOrder and contingent consideration of $5 million. The contingent consideration was paid in the year ended December 31, 2019. The acquisition was part of our strategy to deliver an easy and personalized online ordering experience and accelerate digital innovation. Subsequent to the acquisition, fees paid by franchisees for use of the QuikOrder software are being presented within Franchise contributions for advertising and other services. Associated costs we incur are being presented within Franchise advertising and other services expense and G&A. The primary assets recorded as a result of the purchase price allocation were goodwill of $39 million and amortizable intangible assets (primarily software) of $33 million. The goodwill recorded resulted from increased synergies expected to be achieved through leveraging our scale and resources to enhance the services previously offered by QuikOrder. The goodwill amortization is deductible for tax purposes and has been allocated to the Pizza Hut U.S. reporting unit. The pro forma impact on our results of operations if the acquisition had been completed as of the beginning of 2017 would not have been significant. The direct transaction costs associated with the acquisition were also not material and were expensed as incurred. Intangible assets, net for the years ended 2019 and 2018 are as follows: K - 0 1 m r o F Definite-lived intangible assets Capitalized software costs Reacquired franchise rights Franchise contract rights Lease tenancy rights Other Indefinite-lived intangible assets KFC trademark 2019 2018 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization $ 306 $ (130) $ 319 $ (156) (32) (83) (1) (28) $ (274) 38 100 5 38 487 31 $ $ 37 99 11 38 (30) (79) (1) (27) $ $ 504 $ (293) 31 Amortization expense for all definite-lived intangible assets was $52 million in 2019, $37 million in 2018 and $33 million in 2017. Amortization expense for definite-lived intangible assets is expected to approximate $53 million in 2020, $42 million in 2021, $25 million in 2022, $19 million in 2023 and $14 million in 2024. 64 YUM! BRANDS, INC. - 2019 Form 10-K PART II ITEM 8 Financial Statements and Supplementary Data NOTE 10 Short-term Borrowings and Long-term Debt Short-term Borrowings Current maturities of long-term debt Other Less current portion of debt issuance costs and discounts Short-term borrowings Long-term Debt Securitization Notes Subsidiary Senior Unsecured Notes Term Loan A Facility Term Loan B Facility YUM Senior Unsecured Notes Finance lease obligations (See Note 11) Less debt issuance costs and discounts Less current maturities of long-term debt Long-term debt 2019 2018 $ 437 $ $ $ 4 441 (10) 431 $ 2,898 $ 2,850 463 1,935 2,425 77 331 — 331 (10) 321 2,928 2,850 488 1,955 1,875 71 $ 10,648 $ 10,167 (80) (437) (85) (331) $ 10,131 $ 9,751 Securitization Notes Taco Bell Funding, LLC (the “Issuer”), a special purpose limited liability company and a direct, wholly-owned subsidiary of Taco Bell Corp. (“TBC”) through a series of securitization transactions has issued fixed rate senior secured notes collectively referred to as the “Securitization Notes”. The following table summarizes Securitization Notes outstanding at December 31, 2019: Issuance Date May 2016 May 2016 November 2018 November 2018 Anticipated Repayment Date(a) Outstanding Principal (in millions) May 2023 May 2026 November 2023 November 2028 $ 488 $ 975 $ 816 $ 619 Interest Rate Stated 4.377% 4.970% 4.318% 4.940% Effective(b) 4.59% 5.14% 4.53% 5.06% (a) The legal final maturity dates of the Securitization Notes issued in 2016 and 2018 are May 2046 and November 2048, respectively. If the Issuer has not repaid or refinanced a series of Securitization Notes prior to its respective Anticipated Repayment Dates, rapid amortization of principal on all Securitization Notes will occur and additional interest will accrue on the Securitization Notes. Includes the effects of the amortization of any discount and debt issuance costs. (b) F o r m 1 0 - K the “Securitization Entities”) The Securitization Notes were issued in transactions pursuant to which certain of TBC’s domestic assets, consisting principally of franchise-related agreements and domestic intellectual property, were contributed to the Issuer and the Issuer’s special purpose, wholly-owned subsidiaries (the “Guarantors”, and collectively with the Issuer, to secure the Securitization Notes. The Securitization Notes are secured by substantially all of the assets of the Securitization Entities, and include a lien on all existing and future U.S. Taco Bell franchise and license agreements and the royalties payable thereunder, existing and future U.S. Taco Bell intellectual property, certain transaction accounts and a pledge of the equity interests in asset owning Securitization Entities. The remaining U.S. Taco Bell assets that were excluded from the transfers to the Securitization Entities continue to be held by Taco Bell of America, LLC (“TBA”) and TBC. The Securitization Notes are not guaranteed by the remaining U.S. Taco Bell assets, the Company, or any other subsidiary of the Company. Payments of interest and principal on the Securitization Notes are made from the continuing fees paid pursuant to the franchise and license agreements with all U.S. Taco Bell restaurants, including both company and franchise operated restaurants. Interest on and principal payments of the Securitization Notes are due on a quarterly basis. In general, no amortization of principal of the Securitization Notes is required prior to their anticipated repayment dates unless as of any quarterly measurement date the consolidated leverage ratio (the ratio of total debt to Net Cash Flow (as defined in the related indenture)) the Company and its subsidiaries or the Issuer and its subsidiaries exceeds 5.0:1, in which case amortization payments of 1% per year of the outstanding principal as of the closing of the Securitization Notes are required. As of the most recent quarterly measurement date the consolidated leverage ratio exceeded 5.0:1 and, as a result, amortization payments are required. fiscal quarters of either the preceding four for YUM! BRANDS, INC. - 2019 Form 10-K 65 PART II ITEM 8 Financial Statements and Supplementary Data The Securitization Notes are subject to a series of covenants and restrictions customary for transactions of this type, including (i) that the Issuer maintains specified reserve accounts to be available to make required interest payments in respect of the Securitization Notes, (ii) provisions relating to optional and mandatory prepayments and the related payment of specified amounts, including specified make-whole payments in the case of the Securitization Notes under certain circumstances, (iii) certain indemnification payments relating to taxes, enforcement costs and other customary items and (iv) covenants relating to recordkeeping, access to information and similar matters. The Securitization Notes are also subject to rapid amortization events provided for in the indenture, including events tied to failure to maintain a stated debt service coverage ratio (as defined in the related indenture) of at least 1.1:1, gross domestic sales for branded restaurants being below certain levels on certain termination event, an event of measurement dates, a manager default and the failure to repay or refinance the Securitization Notes on the Anticipated Repayment Date (subject to limited cure rights). The Securitization Notes are also subject to certain customary events of default, including events relating to non-payment of required interest or principal due on the Securitization Notes, failure to comply with covenants within certain time frames, certain bankruptcy events, breaches of specified representations and warranties, failure of security interests to be effective, certain judgments and failure of the Securitization Entities to maintain a stated debt service coverage ratio. As of December 31, 2019, we were in compliance with all of our debt covenant requirements and were not subject to any rapid amortization events. In accordance with the indenture, certain cash accounts have been established with the indenture trustee for the benefit of the note holders, and are restricted in their use. The indenture requires a certain amount of securitization cash flow collections to be allocated on a weekly basis and maintained in a cash reserve account. As of December 31, 2019, the Company had restricted cash of $81 million primarily related to required interest reserves included in Prepaid expenses and other current assets on the Consolidated Balance Sheets. Once the required obligations are satisfied, there are no further restrictions, including payment of dividends, on the cash flows of the Securitization Entities. Additional cash reserves are required if any of the rapid amortization events occur, as noted above, or in the event that as of any quarterly measurement date the Securitization Entities fail to maintain a debt service coverage ratio (or the ratio of Net Cash Flow to all debt service payments for the preceding four fiscal quarters) of at least 1.75:1. The amount of weekly securitization cash flow collections that exceed the required weekly allocations is generally remitted to the Company. During the most recent quarter ended December 31, 2019, the Securitization Entities maintained a debt service coverage ratio significantly in excess of the 1.75:1 requirement. Term Loan Facilities, Revolving Facility and Subsidiary Senior Unsecured Notes KFC Holding Co., Pizza Hut Holdings, LLC, and TBA, each of which is a wholly-owned subsidiary of the Company, as co-borrowers (the “Borrowers”) have entered into a credit agreement providing for senior secured credit facilities and a $1.0 billion revolving facility (the Revolving Facility”). The senior secured credit facilities, which include a Term Loan A Facility and a Term Loan B Facility, and the Revolving Facility are collectively referred to as the “Credit Agreement”. Additionally, the Borrowers through a series of transactions have issued the Subsidiary Senior Unsecured Notes due 2024, 2026 and 2027 (collectively referred to as the “Subsidiary Senior Unsecured Notes”). The following table summarizes borrowings outstanding under the Credit Agreement as well as our Subsidiary Senior Unsecured Notes as of December 31, 2019. There are no outstanding borrowings under the Revolving Facility and $1.3 million of letters of credit outstanding as of December 31, 2019. Term Loan A Facility Term Loan B Facility Senior Note Due 2024 Senior Note Due 2026 Senior Note Due 2027 K - 0 1 m r o F Issuance Date Maturity Date Outstanding Principal (in millions) Interest Rate Stated Effective(b) June 2016 June 2016 June 2016 June 2016 June 2017 June 2022 April 2025 June 2024 June 2026 June 2027 $ 463 $ 1,935 $ 1,050 $ 1,050 $ 750 (a) (a) 5.00% 5.25% 4.75% 3.46% 3.65% 5.16% 5.39% 4.90% (a) The interest rates applicable to the Term Loan A Facility as well as the Revolving Facility range from 1.25% to 1.75% plus LIBOR or from 0.25% to 0.75% plus the Base Rate (as defined in the Credit Agreement), at the Borrowers’ election, based upon the total leverage ratio of the Borrowers and the Specified Guarantors (as defined in the Credit Agreement). As of December 31, 2019 the interest rate spreads on the LIBOR and Base Rate applicable to our Term Loan A Facility were 1.50% and 0.50%, respectively. The interest rates applicable to the Term Loan B Facility are 1.75% plus LIBOR or 0.75% plus the Base Rate, at the Borrowers’ election. Includes the effects of the amortization of any discount and debt issuance costs as well as the impact of the interest rate swaps on the Term Loan B Facility (See Note 12). The effective rates related to our Term Loan A and B Facilities are based on current LIBOR-based interest rates at December 31, 2019. (b) to quarterly amortization The Term Loan A Facility is subject payments currently in an amount equal the initial principal amount of the facility. These amortization payments will increase to an amount equal to 1.875% of the initial principal amount of the facility on the fourth anniversary of the closing date and to an amount equal to 3.75% of the initial principal amount of the facility on the fifth anniversary of the closing date, with the balance payable at maturity on June 7, 2022. to 1.25% of The Credit Agreement is unconditionally guaranteed by the Company and certain of the Borrowers’ principal domestic subsidiaries and excludes Taco Bell Funding LLC and its special purpose, wholly- is also owned subsidiaries (see above). The Credit Agreement secured by first priority liens on substantially all assets of the Borrowers and each subsidiary guarantor, excluding the stock of certain subsidiaries and certain real property, and subject to other customary exceptions. The Term Loan B Facility is subject to quarterly amortization payments in an amount equal to 0.25% of the initial principal amount of the facility, with the balance payable at maturity on April 3, 2025. The Credit Agreement is subject to certain mandatory prepayments, including an amount equal to 50% of excess cash flow (as defined in the Credit Agreement) on an annual basis and the proceeds of certain asset sales, casualty events and issuances of indebtedness, subject to customary exceptions and reinvestment rights. 66 YUM! BRANDS, INC. - 2019 Form 10-K PART II ITEM 8 Financial Statements and Supplementary Data The Credit Agreement includes two financial maintenance covenants which require the Borrowers to maintain a total leverage ratio (defined as the ratio of Consolidated Total Debt to Consolidated EBITDA (as these terms are defined in the Credit Agreement)) of 5.0:1 or less and a fixed charge coverage ratio (defined as the ratio of EBITDA minus capital expenditures to fixed charges (inclusive of rental expense and scheduled amortization)) of at least 1.5:1, each as of the last day of each fiscal quarter. The Credit Agreement includes other affirmative and negative covenants and events of this type. The Credit default limitations on certain Agreement contains, among other indebtedness and liens, and certain other transactions additional that are customary for facilities of things, specified in the agreement. We were in compliance with all debt covenants as of December 31, 2019. The Subsidiary Senior Unsecured Notes are guaranteed on a senior unsecured basis by (i) the Company, (ii) the Specified Guarantors and (iii) by each of the Borrower’s and the Specified Guarantors’ domestic subsidiaries that guarantees the Borrower’s obligations under the Credit Agreement, except for any of the Company’s foreign subsidiaries. The indenture governing the Subsidiary Senior Unsecured Notes contains covenants and events of default that are customary for debt securities of this type. We were in compliance with all debt covenants as of December 31, 2019. YUM Senior Unsecured Notes The majority of our remaining long-term debt primarily comprises YUM Senior Unsecured Notes. The following table summarizes all YUM Senior Unsecured Notes issued that remain outstanding at December 31, 2019: Issuance Date October 2007 August 2010 August 2011 October 2013 October 2013 September 2019 Maturity Date November 2037 November 2020 November 2021 November 2023 November 2043 January 2030 Principal Amount (in millions) Interest Rate Stated Effective(a) $ $ $ $ $ $ 325 350 350 325 275 800 6.88% 3.88% 3.75% 3.88% 5.35% 4.75% 7.45% 4.01% 3.88% 4.01% 5.42% 4.90% (a) Includes the effects of the amortization of any (1) premium or discount; (2) debt issuance costs; and (3) gain or loss upon settlement of related treasury locks and forward starting interest rate swaps utilized to hedge the interest rate risk prior to debt issuance. As included in the table above, on September 11, 2019, Yum! Brands, Inc. issued $800 million aggregate principal amount of 4.75% YUM Senior Unsecured Notes due January 15, 2030 (the “2030 Notes”). The net proceeds from the issuance were used to repay in full $250 million aggregate principal amount of YUM Senior Unsecured Notes that matured in September 2019, to repay the then outstanding borrowings under our $1 billion revolving facility and for general corporate purposes. Interest on the 2030 Notes is payable semiannually in arrears on January 15 and July 15 of each year. The Company incurred debt issuance costs of $10 million in connection with the issuance of the 2030 Notes. These issuance costs are recorded as a reduction in Long-term debt on our Consolidated Balance Sheet. The YUM Senior Unsecured Notes represent senior, unsecured obligations and rank equally in right of payment with all of our existing and future unsecured unsubordinated indebtedness. Our YUM Senior Unsecured Notes contain cross-default provisions whereby the acceleration of the maturity of any of our indebtedness in a principal amount in excess of $50 million will constitute a default under the YUM Senior Unsecured Notes unless such indebtedness is discharged, or the acceleration of the maturity of that indebtedness is annulled, within 30 days after notice. The annual maturities of all Short-term borrowings and Long-term debt as of December 31, 2019, excluding finance lease obligations of $77 million are as follows: F o r m 1 0 - K Year ended: 2020 2021 2022 2023 2024 Thereafter Total $ 434 455 424 1,626 1,086 6,550 $ 10,575 Interest expense on Short-term borrowings and Long-term debt was $519 million, $496 million and $473 million in 2019, 2018 and 2017, respectively. YUM! BRANDS, INC. - 2019 Form 10-K 67 PART II ITEM 8 Financial Statements and Supplementary Data NOTE 11 Lease Accounting Components of Lease Expense Operating lease cost Finance lease cost Amortization of right-of-use assets Interest on lease liabilities Total finance lease cost Sublease income 2019 $ 115 3 3 6 (69) Rental expense related to operating leases was $151 million and $214 million for the years ended December 31, 2018 and 2017, respectively. Supplemental Cash Flow Information Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases Operating cash flows from finance leases Financing cash flows from finance leases Right-of-use assets obtained in exchange for lease obligations Operating leases Finance leases Supplemental Balance Sheet Information 2019 $ 104 3 4 79 14 K - 0 1 m r o F Assets Operating lease right-of-use assets Finance lease right-of-use assets Total right-of-use assets(a) Liabilities Current Operating Finance Non-current Operating Finance 2019 Consolidated Balance Sheet $ $ $ 642 42 684 67 7 640 70 Other assets Property, plant and equipment, net Accounts payable and other current liabilities Short-term borrowings Other liabilities and deferred credits Long-term debt Total lease liabilities(a) $ 784 Weighted-average Remaining Lease Term (in years) Operating leases Finance leases Weighted-average Discount Rate Operating leases Finance leases 12.3 12.7 5.6% 6.6% (a) U.S. operating lease right-of-use assets and liabilities totaled $283 million and $337 million, respectively, as of December 31, 2019. These amounts primarily related to Taco Bell U.S. including leases related to Company-operated restaurants, leases related to franchise-operated restaurants we sublease and the Taco Bell restaurant support center. 68 YUM! BRANDS, INC. - 2019 Form 10-K PART II ITEM 8 Financial Statements and Supplementary Data Maturity of Lease Payments and Receivables Future minimum lease payments, including rental payments for lease renewal options we are reasonably certain to exercise, and amounts to be received as lessor or sublessor as of December 31, 2019 were as follows: 2020 2021 2022 2023 2024 Thereafter Total lease payments/receipts Less imputed interest/unearned income Total lease liabilities/receivables Commitments Lease Receivables Finance Operating Direct Financing Operating $ 11 11 9 9 8 62 110 (33) $ 105 100 92 83 76 531 987 (280) $ $ 81 76 72 69 65 601 964 $ 5 4 4 4 3 28 48 (18) $ 77 $ 707 $ 30 As of December 31, 2019, we have executed real estate leases that have not yet commenced with estimated future lease payments of approximately $46 million, which are not included in the tables above. These leases are expected to commence in 2020 with lease terms of up to 20 years. Future minimum lease payments and amounts to be received as lessor or sublessor under the non-cancellable term of December 31, 2018 as required to be disclosed under Legacy Lease GAAP were as follows: leases as of Commitments Lease Receivables Capital Operating Direct Financing Operating 2019 2020 2021 2022 2023 Thereafter $ 10 10 9 8 8 58 $ 103 89 78 71 61 384 786 $ $ 6 5 4 4 3 30 52 $ 89 79 74 69 67 638 $ 1,016 $ 103 $ F o r m 1 0 - K At December 31, 2018 and 2017, the present value of minimum payments under capital leases was $71 million and $105 million, respectively. At December 31, 2018, unearned income associated with direct financing lease receivables was $19 million. NOTE 12 Derivative Instruments We use derivative instruments to manage certain of our market risks related to fluctuations in interest rates and foreign currency exchange rates. Interest Rate Swaps We have entered into interest rate swaps with the objective of reducing our exposure to interest rate risk for a portion of our variable-rate debt interest payments. On July 25, 2016, we agreed with multiple counterparties to swap the variable LIBOR-based component of the interest payments related to $1.55 billion of borrowings under our Term Loan B Facility. These interest rate swaps will expire in July 2021. Further, on May 14, 2018 we entered into forward-starting interest rate swaps to fix the interest rate on $1.5 billion of borrowings under our Term Loan B Facility from the date the July 2016 swaps expire through March 2025. The interest rate swaps executed in May 2018 will result in a fixed rate of 4.81% on the swapped portion of the Term Loan B Facility from July 2021 through March 2025. These interest rate swaps are designated cash flow hedges as the changes in the future cash flows of the swaps are expected to offset changes in expected future interest payments on the related variable-rate debt. There were no other interest rate swaps outstanding as of December 31, 2019. losses on the interest Gains or rate swaps are reported as a component of AOCI and reclassified into Interest expense, net in our Consolidated Statements of Income in the same period or periods during which the related hedged interest payments affect earnings. Through December 31, 2019, the swaps were highly effective cash flow hedges. Foreign Currency Contracts We have entered into foreign currency forward and swap contracts with the objective of reducing our exposure to earnings volatility arising from foreign currency fluctuations associated with certain YUM! BRANDS, INC. - 2019 Form 10-K 69 PART II ITEM 8 Financial Statements and Supplementary Data foreign currency denominated intercompany receivables and payables. The notional amount, maturity date, and currency of these contracts match those of the underlying intercompany receivables or payables. Our foreign currency contracts are designated cash flow hedges as the future cash flows of the contracts are expected to offset changes in intercompany receivables and payables due to foreign currency exchange rate fluctuations. foreign currency transaction gains or Gains or losses on the foreign currency contracts are reported as a component of AOCI. Amounts are reclassified from AOCI each losses to offset quarter recorded within Other (income) expense when the related intercompany receivables and payables affect earnings due to their functional currency remeasurements. Through December 31, 2019, all foreign currency contracts related to intercompany receivables and payables were highly effective cash flow hedges. As of December 31, 2019 and December 31, 2018, foreign currency contracts outstanding related to intercompany receivables and payables had total notional amounts of $20 million and $459 million, respectively. During the third quarter of 2019 we terminated foreign currency contracts with notional amounts of $430 million and settled the related intercompany receivable and payable. As a result of this termination and settlement, we reclassified $4 million of unrealized loss from AOCI in our Consolidated Income. We received $3 million in cash from the Statements of counterparty upon termination, which represented the fair value of the contracts at remaining foreign currency forward contracts all have durations that expire in 2020. to Interest expense, net termination. Our the time of fail to meet As a result of the use of interest rate swaps and foreign currency contracts, the Company is exposed to risk that the counterparties will their contractual obligations. To mitigate the counterparty credit risk, we only enter into contracts with major financial institutions carefully selected based upon their credit ratings and other factors, and continually assess the creditworthiness of counterparties. At December 31, 2019, all of the counterparties to rate swaps and foreign currency contracts had our investment grade ratings according to the three major ratings agencies. To date, all counterparties have performed in accordance with their contractual obligations. interest Gains and losses on derivative instruments designated as cash flow hedges recognized in OCI and reclassifications from AOCI into Net Income: Gains/(Losses) Recognized in OCI 2018 2019 2017 (Gains)/Losses Reclassified from AOCI into Net Income 2018 2019 2017 K - 0 1 m r o F Interest rate swaps Foreign currency contracts Income tax benefit/(expense) $ (71) $ (3) $ 4 $ (17) $ (19) $ 20 16 22 1 (56) 1 (8) 4 (20) 5 2 56 (3) As of December 31, 2019, the estimated net gain included in AOCI related to our cash flow hedges that will be reclassified into earnings in the next 12 months is $6 million, based on current LIBOR interest rates. See Note 13 for the fair value of our derivative assets and liabilities. NOTE 13 Fair Value Disclosures As of December 31, 2019 the carrying values of cash and cash equivalents, restricted cash, short-term investments, accounts receivable, short- term borrowings and accounts payable approximated their fair values because of the short-term nature of these instruments. The fair value of notes receivable net of allowances and lease guarantees less subsequent amortization approximates their carrying value. The following table presents the carrying value and estimated fair value of the Company’s debt obligations: Securitization Notes(a) Subsidiary Senior Unsecured Notes(b) Term Loan A Facility(b) Term Loan B Facility(b) YUM Senior Unsecured Notes(b) 2019 2018 Carrying Value Fair Value (Level 2) Carrying Value Fair Value (Level 2) $ 2,898 $ 3,040 $ 2,928 $ 2,967 2,850 463 1,935 2,425 3,004 464 1,949 2,572 2,850 488 1,955 1,875 2,733 479 1,915 1,798 (a) We estimated the fair value of the Securitization Notes by obtaining broker quotes from two separate brokerage firms that are knowledgeable about the Company’s Securitization Notes and, at times, trade these notes. The markets in which the Securitization Notes trade are not considered active markets. (b) We estimated the fair value of the YUM and Subsidiary Senior Unsecured Notes, Term Loan A Facility, and Term Loan B Facility using market quotes and calculations based on market rates. 70 YUM! BRANDS, INC. - 2019 Form 10-K PART II ITEM 8 Financial Statements and Supplementary Data Recurring Fair Value Measurements The Company has interest rate swaps, foreign currency contracts, an investment in Grubhub common stock and other investments, all of which are required to be measured at fair value on a recurring basis (See Note 12 for discussion regarding derivative instruments and Note 4 for discussion regarding our investment in Grubhub common stock). The following table presents fair values for those assets and liabilities measured at fair value on a recurring basis and the level within the fair value hierarchy in which the measurements fall. Consolidated Balance Sheet Level 2019 2018 Fair Value Assets Interest Rate Swaps Prepaid expenses and other current assets Foreign Currency Contracts Prepaid expenses and other current assets Interest Rate Swaps Investment in Grubhub Common Stock Other Investments Liabilities Interest Rate Swaps Other assets Other assets Other assets Other liabilities and deferred credits Foreign Currency Contracts Other liabilities and deferred credits 2 2 2 1 1 2 2 $ $ 6 — 3 137 43 71 — 21 5 29 214 27 23 24 The fair value of the Company’s foreign currency contracts and interest rate swaps were determined based on the present value of expected future cash flows considering the risks involved, including nonperformance risk, and using discount rates appropriate for the duration based on observable inputs. The fair value of the investment in Grubhub common stock was determined primarily based on closing market prices for the shares. The other investments primarily include investments in mutual funds, which are used to offset fluctuations for a portion of our deferred compensation liabilities and whose fair values were determined based on the closing market prices of the respective mutual funds as of December 31, 2019 and December 31, 2018. Non-Recurring Fair Value Measurements During the year ended December 31, 2019, we recognized non-recurring fair value measurements of $7 million related to refranchising related impairment. Refranchising related impairment results from writing down the assets of restaurants or restaurant groups offered for refranchising, including certain instances where a decision has been made to refranchise restaurants that are deemed to be impaired. The fair value measurements used in our impairment evaluation were based on actual bids received from potential buyers (Level 2). The remaining net book value of these restaurants at December 31, 2019 is insignificant. During the years ended December 31, 2019 and December 31, 2018, we recognized non-recurring fair value measurements of $4 million and $1 million, respectively, related to restaurant-level impairment. Restaurant-level impairment charges are recorded in Other (income) expense and resulted primarily from our impairment evaluation of long-lived assets of individual restaurants that were being operated at the time of impairment and had not been offered for refranchising. The fair value measurements used in these impairment evaluations were based on discounted cash flow estimates using unobservable inputs (Level 3). These amounts exclude fair value measurements made for assets that were subsequently disposed of prior to those respective year end dates. The remaining net book value of restaurant assets measured at fair value during the years ended December 31, 2019 and December 31, 2018 is insignificant. NOTE 14 Pension, Retiree Medical and Retiree Savings Plans U.S. Pension Plans We sponsor qualified and supplemental (non-qualified) noncontributory defined benefit plans covering certain full-time salaried and hourly U.S. employees. The qualified plan meets the requirements of certain sections of the Internal Revenue Code and provides benefits to a broad group of employees with restrictions on discriminating in favor of highly compensated employees with regard to coverage, benefits and contributions. The supplemental plans provide additional benefits to certain employees. We fund our supplemental plans as benefits are paid. The most significant of our U.S. plans is the YUM Retirement Plan (the “Plan”), which is a qualified plan. Our funding policy with respect to the Plan is to contribute amounts necessary to satisfy minimum pension funding requirements, including requirements of the Pension Protection Act of 2006, plus additional amounts from time-to-time as are determined to be necessary to improve the Plan’s funded status. We do not expect to make any significant contributions to the Plan in 2020. Our two significant U.S. plans were previously amended such that any salaried employee hired or rehired by YUM after September 30, 2001 is not eligible to participate in those plans. We do not anticipate any plan assets being returned to the Company during 2020 for any U.S. plans. F o r m 1 0 - K YUM! BRANDS, INC. - 2019 Form 10-K 71 PART II ITEM 8 Financial Statements and Supplementary Data Obligation and Funded Status at Measurement Date: The following chart summarizes the balance sheet impact, as well as benefit obligations, assets, and funded status associated with our two significant U.S. pension plans. The actuarial valuations for all plans reflect measurement dates coinciding with our fiscal year end. Change in benefit obligation: Benefit obligation at beginning of year Service cost Interest cost Plan amendments Special termination benefits Benefits paid Settlement payments Actuarial (gain) loss Benefit obligation at end of year 2019 2018 $ 873 $ 1,007 6 39 2 — (57) (1) 153 8 38 1 1 (73) — (109) $ 1,015 $ 873 K - 0 1 m r o F A significant component of the overall increase in the Company’s benefit obligation for the year ended December 31, 2019 was due to an actuarial loss, which was primarily due to a decrease in the discount rate used to measure our benefit obligation from 4.60% at December 31, 2018 to 3.50% at December 31, 2019. A significant component of the overall decrease in the Company’s benefit obligation for the year ended December 31, 2018 was due to an actuarial gain, which was primarily due to an increase in the discount rate used to measure our benefit obligation from 3.90% at December 31, 2017 to 4.60% at December 31, 2018. Change in plan assets: Fair value of plan assets at beginning of year Actual return on plan assets Employer contributions Benefits paid Fair value of plan assets at end of year Funded status at end of year Amounts recognized in the Consolidated Balance Sheet: Accrued benefit liability—current Accrued benefit liability—non-current $ 755 $ 864 176 12 (57) (49) 13 (73) $ 886 $ 755 $ (129) $ (118) 2019 2018 $ (4) $ (5) (125) (113) $ (129) $ (118) The accumulated benefit obligation was $984 million and $849 million at December 31, 2019 and December 31, 2018, respectively. Information for pension plans with an accumulated benefit obligation in excess of plan assets: Projected benefit obligation Accumulated benefit obligation Fair value of plan assets Information for pension plans with a projected benefit obligation in excess of plan assets: Projected benefit obligation Accumulated benefit obligation Fair value of plan assets 72 YUM! BRANDS, INC. - 2019 Form 10-K 2019 2018 $ 1,015 $ 873 984 886 849 755 2019 2018 $ 1,015 $ 873 984 886 849 755 Components of net periodic benefit cost: Service cost Interest cost Amortization of prior service cost(a) Expected return on plan assets Amortization of net loss Net periodic benefit cost Additional (gain) loss recognized due to: Settlement charges(b) Special termination benefits Pension data adjustment(c) PART II ITEM 8 Financial Statements and Supplementary Data 2019 2018 2017 $ 10 41 6 (45) 5 $ 8 38 5 (44) 16 $ 23 $ 17 $ — $ 19 $ $ $ 6 39 6 (44) 1 8 3 $ — $ 1 $ 2 $ — $ — $ 22 (a) Prior service costs are amortized on a straight-line basis over the average remaining service period of employees expected to receive benefits. (b) Settlement losses result when benefit payments exceed the sum of the service cost and interest cost within a plan during the year. These losses were recorded in Other pension (income) expense. (c) Reflects a non-cash, out-of-year charge related to the adjustment of certain historical deferred vested liability balances in the Plan during the first quarter of 2017 recorded in Other pension (income) expense. See Note 4. Pension gains (losses) in AOCI: Beginning of year Net actuarial gain (loss) Curtailments Amortization of net loss Amortization of prior service cost Prior service cost Settlement charges End of year Accumulated pre-tax losses recognized within AOCI: Actuarial net loss Prior service cost 2019 2018 $ (123) $ (160) (22) — 1 6 (2) 4 17 — 16 5 (1) — $ (136) $ (123) 2019 2018 $ (118) $ (101) (18) (22) $ (136) $ (123) F o r m 1 0 - K Weighted-average assumptions used to determine benefit obligations at the measurement dates: Discount rate Rate of compensation increase Weighted-average assumptions used to determine the net periodic benefit cost for fiscal years: Discount rate Long-term rate of return on plan assets Rate of compensation increase (a) Reflects a weighted average due to interim re-measurements in 2017. 2019 3.50% 3.00% 2018 3.90% 5.65% 3.75% 2018 4.60% 3.00% 2017(a) 4.53% 6.06% 3.75% 2019 4.60% 5.75% 3.00% Our estimated long-term rate of return on plan assets represents the weighted-average of expected future returns on the asset categories included in our target investment allocation based primarily on the historical returns for each asset category and future growth expectations. YUM! BRANDS, INC. - 2019 Form 10-K 73 PART II ITEM 8 Financial Statements and Supplementary Data Plan Assets The fair values of our pension plan assets at December 31, 2019 and December 31, 2018 by asset category and level within the fair value hierarchy are as follows: Level 1: Cash Cash Equivalents(a) Fixed Income Securities—U.S. Corporate(b) Equity Securities—U.S. Large cap(b) Equity Securities—U.S. Mid cap(b) Equity Securities—U.S. Small cap(b) Equity Securities—Non-U.S.(b) Level 2: Fixed Income Securities—U.S. Corporate(c) Fixed Income Securities—U.S. Government and Government Agencies(d) Fixed Income Securities—Other(d) Total fair value of plan assets(e) (a) Short-term investments in money market funds. (b) Securities held in common trusts. (c) (d) (e) 2019 and 2018 exclude net unsettled trade payables of $169 million and $41 million, respectively. Investments held directly by the Plan. Includes securities held in common trusts and investments held directly by the Plan. $ 2019 2018 5 13 161 268 44 43 88 120 274 39 $ 3 10 140 215 35 34 74 106 161 18 $ 1,055 $ 796 Our primary objectives regarding the investment strategy for the Plan’s assets are to reduce interest rate and market risk and to provide adequate liquidity to meet immediate and future payment requirements. To achieve these objectives, we are using a combination of active and passive investment strategies. The Plan’s equity securities, currently targeted to be 50% of our investment mix, consist primarily of low-cost index funds focused on achieving long-term capital appreciation. The Plan diversifies its equity risk by investing in several different U.S. and foreign market index funds. Investing in these index funds provides the Plan with the adequate liquidity required to fund benefit payments and plan expenses. The fixed income asset allocation, currently targeted to be 50% of our mix, is actively managed and consists of long-duration fixed income securities that help to reduce exposure to interest rate variation and to better correlate asset maturities with obligations. The fair values of all pension plan assets are determined based on closing market prices or net asset values. A mutual fund held as an investment by the Plan includes shares of Common Stock valued at $0.3 million at both December 31, 2019 and December 31, 2018 (less than 1% of total plan assets in each instance). K - 0 1 m r o F Benefit Payments The benefits expected to be paid in each of the next five years and in the aggregate for the five years thereafter are set forth below: Year ended: 2020 2021 2022 2023 2024 2025 - 2029 $ 43 47 49 52 53 287 Expected benefit payments are estimated based on the same assumptions used to measure our benefit obligation on the measurement date and include benefits attributable to estimated future employee service. International Pension Plans We also sponsor various defined benefit plans covering certain of our non-U.S. employees, the most significant of which are in the UK. Both of our UK plans have previously been frozen such that they are closed to new participants and existing participants can no longer earn future service credits. At the end of 2019 and 2018, the projected benefit obligations of these UK plans totaled $290 million and $233 million, respectively and plan assets totaled $372 million and $319 million, respectively. These plans were both in a net overfunded position at the end of 2019 and 2018 and related expense amounts recorded in each of 2019, 2018 and 2017 were not significant. 74 YUM! BRANDS, INC. - 2019 Form 10-K PART II ITEM 8 Financial Statements and Supplementary Data The funding rules for our pension plans outside of the U.S. vary from country to country and depend on many factors including discount rates, performance of plan assets, local laws and regulations. We do not plan to make significant contributions to either of our UK plans in 2020. accumulated post-retirement benefit obligation. The weighted- average assumptions used to determine benefit obligations and net periodic benefit cost for the post-retirement medical plan are identical to those as shown for the U.S. pension plans. Retiree Medical Benefits Our post-retirement plan provides health care benefits, principally to U.S. salaried retirees and their dependents, and includes retiree cost- sharing provisions and a cap on our liability. This plan was previously amended such that any salaried employee hired or rehired by YUM after September 30, 2001 is not eligible to participate in this plan. Employees hired prior to September 30, 2001 are eligible for benefits if they meet age and service requirements and qualify for retirement benefits. We fund our post-retirement plan as benefits are paid. At the end of 2019 and 2018, the accumulated post-retirement benefit obligation was $44 million and $45 million, respectively. Actuarial pre-tax gains of $9 million and $13 million were recognized in AOCI at the end of 2019 and 2018, respectively. The net periodic benefit cost recorded was $1 million in 2019, $2 million in 2018 and $2 million in 2017, the majority of which is interest cost on the The benefits expected to be paid in each of the next five years are approximately $4 million and in aggregate for the five years thereafter are $14 million. U.S. Retiree Savings Plan We sponsor a contributory plan to provide retirement benefits under the provisions of Section 401(k) of the Internal Revenue Code (the “401(k) Plan”) for eligible U.S. salaried and hourly employees. Participants are able to elect to contribute up to 75% of eligible compensation on a pre-tax basis. Participants may allocate their contributions to one or any combination of multiple investment options or a self-managed account within the 401(k) Plan. We match 100% of the participant’s contribution to the 401(k) Plan up to 6% of eligible compensation. We recognized as compensation expense our total matching contribution of $11 million in 2019, $12 million in 2018 and $13 million in 2017. NOTE 15 Share-based and Deferred Compensation Plans Overview At year end 2019, we had one stock award plan in effect: the Yum! Brands, Inc. Long-Term Incentive Plan (the “LTIP”). Under the LTIP, the exercise price of stock options and SARs granted must be equal to or greater than the average market price or the ending market price of the Company’s stock on the date of grant. Potential awards to employees and non-employee directors under the LTIP include stock options, incentive stock options, SARs, restricted stock units (“RSUs”), performance restricted stock, restricted stock units, performance share units (“PSUs”) and performance units. We have issued only stock options, SARs, RSUs and PSUs under the LTIP. While awards under the LTIP can have varying vesting provisions and exercise periods, outstanding awards under the LTIP vest in periods ranging from immediate to five years. Stock options and SARs generally expire ten years after grant. At year end 2019, approximately 26 million shares were available for future share-based compensation grants under the LTIP. Our EID Plan allows participants to defer receipt of a portion of their annual salary and all or a portion of their incentive compensation. As defined by the EID Plan, we credit the amounts deferred with earnings based on the investment options selected by the participants. These investment options are limited to cash, phantom shares of our Common Stock, phantom shares of a Stock Index Fund and phantom shares of a Bond Index Fund. Investments in cash and phantom shares of both index funds will be distributed in cash at a date as elected by the employee and therefore are classified as a liability on our Consolidated Balance Sheets. We recognize compensation expense for the depreciation, if any, of investments in cash and both of the index funds. Deferrals into the phantom shares of our Common Stock will be distributed in shares of our Common Stock, under the LTIP, at a date as elected by the employee and therefore are classified in Common Stock on our Consolidated Balance Sheets. We do not recognize compensation expense for the depreciation, investments in phantom shares of our if any, of Common Stock. Our EID plan also allows certain participants to defer incentive compensation to purchase phantom shares of our Common Stock and receive a 33% Company match on the amount deferred. Deferrals receiving a match are similar to an RSU award in that participants will generally forfeit both the match and incentive compensation amounts deferred if they voluntarily separate from the appreciation or the appreciation or employment during a vesting period that is two years from the date of deferral. We expense the intrinsic value of the match and the incentive compensation amount over the requisite service period which includes the vesting period. the Company has repurchased shares on the open Historically, market in excess of the amount necessary to satisfy award exercises and expects to continue to do so in 2020. In connection with the Separation of our China business, under the provisions of our LTIP, employee stock options, SARs, RSUs and PSUs were adjusted to maintain the pre-spin intrinsic value of the awards. Depending on the tax laws of the country of employment, awards were modified using either the shareholder method or the employer method. Share-based compensation as recorded in Net Income is based on the amortization of the fair value for both YUM and Yum China awards held by YUM employees. Share issuances for Yum China awards held by YUM employees will be satisfied by Yum China. Share issuances for YUM awards held by Yum China employees are being satisfied by YUM. Under the shareholder method, investments in phantom shares of our Common Stock held within our EID Plan were partially converted into phantom investments in Yum China. Through October 31, 2018, distributions of investments in phantom shares of Yum China could be settled in cash, as opposed to stock, at a date as elected by the employee and, therefore, were classified as a liability and remeasured to fair value at each reporting period in our Consolidated Balance Sheet. During 2018 and 2017, we recorded a $3 million credit and a $18 million charge, respectively, within G&A related to these awards (See Note 4). F o r m 1 0 - K As of October 31, 2018, deferrals in phantom shares of Yum China common stock were no longer an investment option within our EID Plan and any balances relating to these shares were moved to another available EID Plan investment option as selected by the participants. Amounts directed into cash or phantom shares of a Stock Index Fund or a Bond Index Fund remained classified as a liability and appreciation or depreciation in these investments from the transfer date forward are recognized as compensation expense. Any amounts directed into phantom shares of YUM Common Stock were reclassified to Common Stock on our Consolidated Balance Sheet. We do not the appreciation or depreciation, investments in phantom shares of our Common Stock. recognize compensation expense for if any, of YUM! BRANDS, INC. - 2019 Form 10-K 75 PART II ITEM 8 Financial Statements and Supplementary Data Award Valuation We estimated the fair value of each stock option and SAR award as of the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: 2019 2018 2017 Risk-free interest rate 2.5% 2.5% 1.9% Expected term Expected volatility 6.5 years 6.5 years 6.4 years 22.0% 22.0% 22.9% Expected dividend yield 1.8% 1.8% 1.8% We believe it is appropriate to group our stock option and SAR awards into two homogeneous groups when estimating expected term. These groups consist of grants made primarily to restaurant-level employees, which cliff-vest after 4 years and expire 10 years after grant, and grants made to executives, which typically have a graded vesting schedule of 25% per year over 4 years and expire 10 years after grant. We use a single weighted-average term for our awards that have a graded vesting schedule. Based on analysis of our historical exercise and post-vesting termination behavior, we have determined that our restaurant-level employees and our executives exercised the awards on average after 5 years and 6.5 years, respectively. When determining expected volatility, we consider both historical volatility of our stock as well as implied volatility associated with our publicly-traded options. The expected dividend yield is based on the annual dividend yield at the time of grant. The fair values of PSU awards without market-based conditions and RSU awards are based on the closing price of our Common Stock on the date of grant. The fair values of PSU awards with market- based conditions have been valued based on the outcome of a Monte Carlo simulation. Award Activity Stock Options and SARs Outstanding at the beginning of the year Granted Exercised Forfeited or expired Outstanding at the end of the year Exercisable at the end of the year Shares (in thousands) 16,191 2,332 (3,210) (449) 14,864(a) 9,283 Weighted-Average Exercise Price $ 51.84 Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in millions) 93.52 38.16 75.29 60.76 $ 49.38 5.62 4.10 $ 594 $ 477 (a) Outstanding awards include 782 options and 14,082 SARs with weighted average exercise prices of $45.03 and $61.64, respectively. Outstanding awards represent YUM awards held by employees of both YUM and Yum China. The weighted-average grant-date fair value of stock options and SARs granted during 2019, 2018 and 2017 was $19.82, $16.45 and $14.08, respectively. The total intrinsic value of stock options and SARs exercised during the years ended December 31, 2019, December 31, 2018 and December 31, 2017, was $204 million, $195 million and $154 million, respectively. As of December 31, 2019, $49 million of unrecognized compensation cost related to unvested stock options and SARs, which will be reduced by any forfeitures that occur, is expected to be of recognized approximately 1.7 years. This reflects unrecognized cost for both remaining weighted-average period over a K - 0 1 m r o F YUM and Yum China awards held by YUM employees. The total fair value at grant date of awards for both YUM and Yum China awards held by YUM employees that vested during 2019, 2018 and 2017 was $31 million, $28 million and $33 million, respectively. RSUs and PSUs As of December 31, 2019, there was $30 million of unrecognized compensation cost related to 1.1 million unvested RSUs and PSUs, none of which related to Yum China common stock. The total fair value at grant date of awards that vested during 2019, 2018 and 2017 was $14 million, $16 million and $10 million, respectively. Impact on Net Income The components of share-based compensation expense and the related income tax benefits are shown in the following table: Options and SARs Restricted Stock Units Performance Share Units Total Share-based Compensation Expense Deferred Tax Benefit recognized EID compensation expense not share-based 2019 $ 39 12 8 $ 59 $ 9 $ 17 2018 $ 37 6 7 2017 $ 30 26 9 $ 50(a) $ 65(a) $ $ 9 (2) $ 22(b) $ 12 (a) Includes $3 million of appreciation and $18 million of depreciation in the market price of Yum China’s stock in 2018 and 2017, respectively. See Note 4. (b) Deferred tax benefit recognized does not reflect the impact of the Tax Act. See Note 17. Cash received from stock option exercises for 2019, 2018 and 2017 was $1 million, $5.5 million and $12 million, respectively. Tax benefits realized on our tax returns from tax deductions associated with share-based compensation for 2019, 2018 and 2017 totaled $66 million, $60 million and $153 million, respectively. 76 YUM! BRANDS, INC. - 2019 Form 10-K PART II ITEM 8 Financial Statements and Supplementary Data NOTE 16 Shareholders’ Deficit Under the authority of our Board of Directors, we repurchased shares of our Common Stock during 2019, 2018 and 2017. All amounts exclude applicable transaction fees. Authorization Date August 2018 November 2017 November 2016 Total Shares Repurchased (thousands) 2018 2019 2017 Dollar Value of Shares Repurchased 2018 2017 2019 7,788 10,003 — 18,240 — — — — 26,561 810 — — 894 1,500 — — — 1,915 7,788(a) 28,243(a) 26,561(b) $ 810(a) $ 2,394(a) $ 1,915(b) (a) 2019 amount excludes and 2018 amount includes the effect of $5 million in share repurchases (0.1 million shares) with trade dates on, or prior to, December 31, 2018 but settlement dates subsequent to December 31, 2018. (b) 2017 amount excludes the effect of $45 million in share repurchases (0.7 million shares) with trade dates prior to December 31, 2016 but settlement dates subsequent to December 31, 2016. On November 21, 2019, our Board of Directors authorized share repurchases through June 2021 of up to $2 billion (excluding applicable transaction fees) of our outstanding Common Stock. As of December 31, 2019, we have remaining capacity to repurchase up to $2 billion of Common Stock under this authorization. Unutilized share repurchase capacity of $296 million under the August 2018 authorization expired on December 31, 2019. Changes in AOCI are presented below. Balance at December 31, 2017, net of tax Adoption of accounting standards OCI, net of tax Gains (losses) arising during the year classified into AOCI, net of tax (Gains) losses reclassified from AOCI, net of tax Translation Adjustments and Gains (Losses) From Intra-Entity Transactions of a Long-Term Nature(a) Pension and Post-Retirement Benefits(b) Derivative Instruments(c) Total $ (174) 21(d) $ (106) $ 9 $ (271) (17)(e) (2)(e) 2 (88) (4) (92) 24 17 41 20 (34) (14) (44) (21) (65) Balance at December 31, 2018, net of tax $ (245) $ (82) $ (7) $ (334) OCI, net of tax Gains (losses) arising during the year classified into AOCI, net of tax (Gains) losses reclassified from AOCI, net of tax 24 — 24 (30) 8 (22) (35) (21) (56) (41) (13) (54) Balance at December 31, 2019, net of tax $ (221) $ (104) $ (63) $ (388) (a) Amounts reclassified from AOCI are due to substantially complete liquidations of foreign entities related to the KFC and Pizza Hut Brazil refranchising transactions during 2018. (b) Amounts reclassified from AOCI for pension and post-retirement benefit plans losses during 2019 include amortization of net losses of $2 million, amortization of prior service cost of $5 million, settlement charges of $3 million and related income tax benefit of $2 million. Amounts reclassified from AOCI for pension and post-retirement benefit plan losses during 2018 include amortization of net losses of $17 million, amortization of prior service cost of $5 million and related income tax benefit of $5 million. See Note 14. (c) See Note 12 for details on amounts reclassified from AOCI. (d) Represents the impact of foreign currency translation from the adoption of Topic 606. See Notes 2 and 4. (e) During the quarter ended March 31, 2018, we adopted a standard that allowed for the reclassification from AOCI to Accumulated deficit for stranded tax effects resulting from the Tax Act. F o r m 1 0 - K NOTE 17 Income Taxes U.S. and foreign income before taxes are set forth below: U.S. Foreign $ 2019 466 907 2018 $ 726 $ 1,113 2017 662 1,612 $ 1,373 $ 1,839 $ 2,274 YUM! BRANDS, INC. - 2019 Form 10-K 77 PART II ITEM 8 Financial Statements and Supplementary Data The details of our income tax provision (benefit) are set forth below: Current: Deferred: Federal Foreign State Federal Foreign State 2019 2018 2017 $ 129 $ 102 $ (2) 166 16 181 25 311 $ 308 $ (16) $ (24) $ (213) (3) 5 8 (232) $ (11) $ 79 $ 297 $ 290 12 300 603 19 12 634 934 $ $ $ $ The reconciliation of income taxes calculated at the U.S. federal statutory rate to our effective tax rate is set forth below: K - 0 1 m r o F U.S. federal statutory rate State income tax, net of federal tax Statutory rate differential attributable to foreign operations Adjustments to reserves and prior years Share-based compensation Change in valuation allowances Intercompany restructuring Tax Act Enactment Other, net Effective income tax rate Statutory rate differential attributable to foreign operations. This item includes local country taxes, withholding taxes, and shareholder-level taxes, net of foreign tax credits. In 2019, this expense included the full year impact of the global intangible low-taxed income (GILTI) provisions of the Tax Cuts and Jobs Act of 2017. In 2018, this benefit was positively impacted by approximately 8 percentage points due to a transaction resulting in the recognition of excess foreign tax credits that were fully offset by expense included in ‘Change in valuation allowances’. 2017 is favorably impacted by a majority of our income being earned outside of the U.S. where tax rates were generally lower than the U.S. rate. tax returns, Adjustments to reserves and prior years. This item includes: (1) changes in tax reserves, including interest thereon, established for potential exposure we may incur if a taxing authority takes a position on a matter contrary to our position; and (2) the effects of reconciling income tax amounts recorded in our Consolidated Statements of Income to amounts reflected on our including any adjustments to the Consolidated Balance Sheets. In 2019, this item was unfavorably impacted by $31 million in reserves related to the inclusion of stock based compensation in cost sharing arrangements that was largely offset by the benefit from the utilization of foreign tax credits included in ‘Change in valuation allowances’ as well as $34 million in reserves related to taxes recorded associated with a prior year divestiture. This unfavorable impact was partially offset by the reversal of a $20 million reserve established in 2018 due to the favorable resolution of an income tax rate dispute in a foreign market. In 2018, this item was unfavorably impacted by the aforementioned $20 million reserve and a $19 million charge for the correction of an error associated with the tax recorded on a prior year divestiture. Share-based compensation. 2019, 2018 and 2017 includes $55 million, $47 million and $117 million, respectively, of excess tax 78 YUM! BRANDS, INC. - 2019 Form 10-K 2019 2018 2017 21.0% 21.0% 35.0% 0.8 1.6 4.2 (4.0) (2.6) 1.0 (12.3) 2.8 (2.5) 8.5 (16.1) — — 0.8 (1.9) (0.4) 0.5 (9.3) 0.5 (5.1) 1.5 — 19.1 (1.1) 5.7% 16.2% 41.1% benefit related to share-based compensation. The 2017 excess tax benefits were largely associated with deferred compensation payouts to recently retired employees. line attributable to foreign operations’ Change in valuation allowances. This item relates to changes for deferred tax assets generated or utilized during the current year and changes in our judgment regarding the likelihood of using deferred tax assets that existed at the beginning of the year. The impact of certain changes may offset items reflected in the ‘Statutory rate and the differential ‘Adjustments to reserves and prior years’ line. In 2019, $35 million of net tax benefit was driven by a $45 million tax benefit attributable to changes in judgment regarding deferred tax assets that existed at the beginning of the year largely resulting from the utilization of foreign tax credits as discussed in ‘Adjustments to reserves and prior years’ sections above. This benefit was partially offset by $9 million of expense for valuation allowances recorded against deferred tax assets generated in the current year. This amount excludes a valuation allowance of $373 million which is included in the ‘Intercompany Restructuring’ line. In 2018, $156 million of net tax expense was driven by valuation allowances recorded against deferred tax assets generated in the current year. This expense was largely offset by a benefit related to a transaction resulting in the recognition of excess foreign tax credits in ‘Statutory rate differential attributable to foreign operations’. This amount also excludes a valuation allowance release of $78 million, which is included in the ‘Tax Act Enactment’ line. In 2017, $34 million of net tax expense was driven by valuation allowances recorded against deferred tax assets generated in the current year. This amount excludes a valuation allowance of $189 million, which is included in the ‘Tax Act Enactment’ line. PART II ITEM 8 Financial Statements and Supplementary Data Intercompany Restructuring. In December 2019, we completed an intercompany restructuring that resulted in the transfer of certain intellectual property rights held by wholly owned foreign subsidiaries primarily to the U.S. and the United Kingdom (UK). The intellectual property rights transferred to the UK resulted in a step up in the tax basis for UK tax purposes resulting in a deferred tax asset of $586 million. The deferred tax asset was analyzed for realizability and a valuation allowance of $366 million was established representing the portion of the deferred tax asset not likely to be realized. The recognized tax benefit of $220 million is amortizable for UK tax purposes over a twenty year period. The transfer of certain intellectual property rights to other non-UK jurisdictions resulted in the recording of deferred tax assets of $13 million and related valuation allowances of $7 million for deferred tax assets that are not likely to be realized, for a net tax benefit of $6 million. Tax Act Enactment. On December 22, 2017, the U.S. government enacted comprehensive Federal tax legislation commonly referred to as the Tax Cuts and Jobs Act of 2017 (the “Tax Act”). The Tax Act significantly modifies the U.S. corporate income tax system by, among other things, reducing the federal income tax rate from 35% to 21%, limiting certain deductions, including limiting the deductibility of interest expense to 30% of U.S. Earnings Before Interest, Taxes, Depreciation and Amortization, imposing a mandatory one-time deemed repatriation tax on accumulated foreign earnings and creating a territorial tax system that changes the manner in which foreign earnings are subject to U.S. tax. On December 22, 2017, issued Staff Accounting the SEC staff Bulletin 118 which allowed us to record provisional amounts related to the impacts of the Tax Act during a measurement period not to extend beyond one year of the enactment date. As a result, we recorded a $434 million provisional estimate of the effect of the Tax Act in 2017. This expense was comprised of an estimate of our deemed repatriation tax, the remeasurement of net deferred tax assets resulting from the permanent reduction in the U.S. tax rate to 21%, and establishment of a valuation allowance on foreign tax credit carryforwards which are unlikely to be realized under the U.S. territorial tax system. In 2018, we completed the accounting for the tax effects of the enactment of the Tax Act. As a result of the Tax Act, we recorded cumulative net tax expense of $399 million ($35 million benefit in 2018 and $434 million expense in 2017). This net expense was comprised of $241 million for our deemed repatriation tax liability, $47 million related to the remeasurement of our net deferred tax assets to the 21% U.S. tax rate and $111 million to establish a valuation allowance on foreign tax credits that are unlikely to be realized under the U.S. territorial tax system. Other. This item primarily includes the net impact of permanent tax differences related to current year earnings as well as U.S. credits. In 2018 and 2017, this item was primarily driven by the favorable impact of certain international refranchising gains. to the Global Companies subject Intangible Low-Taxed Income provision (GILTI) have the option to account for the GILTI tax as a period cost if and when incurred, or to recognize deferred taxes for outside basis temporary differences expected to reverse as GILTI. The Company has elected to account for GILTI as a period cost. The details of 2019 and 2018 deferred tax assets (liabilities) are set forth below: Operating losses Capital losses Tax credit carryforwards Employee benefits Share-based compensation Self-insured casualty claims Lease-related liabilities Various liabilities Intangible assets Property, plant and equipment Deferred income and other Gross deferred tax assets Deferred tax asset valuation allowances Net deferred tax assets Intangible assets, including goodwill Property, plant and equipment Operating lease right-of-use assets Other Gross deferred tax liabilities Net deferred tax assets (liabilities) Reported in Consolidated Balance Sheets as: Deferred income taxes Other liabilities and deferred credits F o r m 1 0 - K 2019 2018 $ 176 $ 180 3 230 85 55 6 199 43 602 21 85 3 266 72 62 7 43 43 8 19 45 1,505 (787) 748 (454) 718 $ 294 (40) $ (44) (156) (31) (42) (33) — (31) (271) $ (106) 447 $ 188 447 $ 195 — (7) 447 $ 188 $ $ $ $ $ $ YUM! BRANDS, INC. - 2019 Form 10-K 79 PART II ITEM 8 Financial Statements and Supplementary Data As of December 31, 2019, we had approximately $2.9 billion of unremitted foreign retained earnings. The Tax Act imposed U.S. federal tax on all post-1986 foreign Earnings and Profits accumulated through December 31, 2017. Repatriation of earnings generated after December 31, 2017, will generally be eligible for the 100% dividends received deduction or considered a distribution of previously taxed income and, tax. Undistributed foreign earnings may still be subject to certain foreign income and withholding taxes upon repatriation. Subject to limited exceptions, our is to indefinitely reinvest our unremitted earnings outside the U.S., and our current plans do not demonstrate a to fund our U.S. operations. Thus, we have not provided taxes, including U.S. federal and state income, foreign income, or foreign withholding taxes, for therefore, exempt from U.S. need to repatriate amounts intent these Foreign U.S. state U.S. federal if that we believe unremitted earnings are permanently the invested. However, these funds were repatriated in taxable transactions, we would be required to accrue and pay applicable income taxes (if any) and foreign withholding taxes. A determination of the deferred tax liability on this amount is not practicable due to the complexities, variables and assumptions inherent in the hypothetical calculations. At December 31, 2019, the Company has foreign operating and capital loss carryforwards of $0.4 billion, U.S. state operating loss and tax credit carryforwards of $1.1 billion, and U.S. federal tax credit carryforwards of $0.2 billion. The tax losses are being carried forward in jurisdictions where we are permitted to use losses from prior periods to reduce future taxable income. The losses and tax credits will expire as follows: Year of Expiration 2020 2021-2024 2025-2038 Indefinitely Total $ $ 10 2 — 12 $ 26 111 36 $ 36 $ 336 $ 408 1,021 178 — — 1,134 214 $ 173 $ 1,235 $ 336 $ 1,756 Valuation allowances of $0.1 billion, $0.1 billion and $0.2 billion have been recorded against the deferred tax assets established for foreign operating loss and capital the U.S. state operating loss and tax credit carryforwards, and the U.S. federal tax credit carryforwards, respectively, that are not likely to be realized. loss carryforwards, We recognize the benefit of positions taken or expected to be taken in tax returns in the Consolidated Financial Statements when it is more likely than not that the position would be sustained upon examination by tax authorities. A recognized tax position is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon settlement. The Company had $188 million and $113 million of unrecognized tax benefits at December 31, 2019 and December 31, 2018, respectively, $8 million and $10 million of which are temporary in nature and if recognized, would not impact the effective income tax rate. A reconciliation of the beginning and ending amount of unrecognized tax benefits follows: 2019 2018 $ 113 $ 100 84 54 (30) (31) (2) — 19 — (5) — (1) — $ 188 $ 113 examination for tax years as far back as 2006, some of which years are currently under audit by local tax authorities. The accrued interest and penalties related to income taxes at December 31, 2019 and December 31, 2018 were $26 million and $12 million, respectively. During 2019, 2018 and 2017, the company recognized a net expense of $13 million, a net benefit of $2 million and a net expense of $5 million, interest and penalties in our Consolidated Statements of Income as components of its Income tax provision. respectively, for Beginning of Year Additions on tax positions – current year Additions for tax positions – prior years Reductions for tax positions – prior years Reductions for settlements Reductions due to statute expiration Foreign currency translation adjustment End of Year K - 0 1 m r o F The Company believes it is reasonably possible that its unrecognized tax benefits as of December 31, 2019 may decrease by approximately $26 million in the next 12 months due to settlements or statute of limitations expirations. The Company’s income tax returns are subject to examination in the U.S. jurisdiction and numerous U.S. state and foreign federal jurisdictions. The Company has settled audits with the IRS through fiscal year 2010 and is currently under IRS examination for 2011-2015. Our to operations in certain foreign jurisdictions remain subject 80 YUM! BRANDS, INC. - 2019 Form 10-K PART II ITEM 8 Financial Statements and Supplementary Data NOTE 18 Reportable Operating Segments See Note 1 for a description of our operating segments. KFC Division(a) Pizza Hut Division(a) Taco Bell Division(a) Unallocated(b)(f) KFC Division Pizza Hut Division Taco Bell Division Corporate and unallocated G&A expenses(b)(g) Unallocated Company restaurant expenses(b)(h) Unallocated Franchise and property revenues(b)(f) Unallocated Franchise and property expenses(b)(f) Unallocated Refranchising gain (loss)(b) Unallocated Other income (expense)(b) Operating Profit Investment income (expense), net(b) Other pension income (expense)(b)(i) Interest expense, net(b) Income before income taxes KFC Division Pizza Hut Division Taco Bell Division Corporate KFC Division Pizza Hut Division Taco Bell Division Corporate KFC Division Pizza Hut Division Taco Bell Division Corporate(c) 2019 Revenues 2018 2017 $ 2,491 $ 2,644 $ 3,110 1,027 2,079 — 988 2,056 — 893 1,880 (5) $ 5,597 $ 5,688 $ 5,878 Operating Profit 2019 $ 1,052 $ 369 683 (188) — — (14) 37 (9) 2018 959 348 633 (171) 3 — (8) 540 (8) 1,930 2,296 (67) (4) (486) 9 (14) (452) $ 2017 981 341 619 (230) 10 (5) (30) 1,083 (8) 2,761 5 (47) (445) $ 1,373 $ 1,839 $ 2,274 Depreciation and Amortization 2017 2018 2019 F o r m 1 0 - K $ 30 15 59 8 $ 58 $ 138 10 61 8 26 82 7 $ 112 $ 137 $ 253 Capital Spending 2019 2018 $ 81 33 76 6 $ 105 $ 38 85 6 2017 176 42 95 5 $ 196 $ 234 $ 318 Identifiable Assets(d) 2019 $ 2,042 $ 801 1,330 1,058 2018 1,481 701 1,074 874 $ 5,231 $ 4,130 YUM! BRANDS, INC. - 2019 Form 10-K 81 PART II ITEM 8 Financial Statements and Supplementary Data KFC Division Pizza Hut Division Taco Bell Division Corporate Long-Lived Assets(e) 2019 2018 $ 1,179 $ 427 938 42 868 384 720 32 $ 2,586 $ 2,004 (a) U.S. revenues included in the combined KFC, Pizza Hut and Taco Bell Divisions totaled $3.0 billion in 2019, $2.9 billion in 2018 and $2.8 billion in 2017. (b) Amounts have not been allocated to any segment for performance reporting purposes. (c) Primarily includes cash, our Grubhub investment and deferred tax assets. (d) U.S. identifiable assets included in the combined Corporate and KFC, Pizza Hut and Taco Bell Divisions totaled $2.7 billion and $2.0 billion in 2019 and 2018, respectively. Includes PP&E, goodwill, intangible assets, net and in 2019, Operating lease right-of-use assets. (e) (f) Represents costs associated with the KFC U.S. Acceleration Agreement and Pizza Hut U.S. Transformation Agreement. See Note 4. (g) Amounts in 2018 include costs related to YUM’s Strategic Transformation Initiatives of $8 million, partially offset by non-cash credits associated with modifications of share-based compensation awards of $3 million. Amounts in 2017 include costs related to YUM’s Strategic Transformation Initiatives of $21 million, non-cash charges associated with modifications of share-based compensation awards of $18 million and costs associated with the Pizza Hut U.S. Transformation Agreement of $13 million. See Note 4. (h) Represents depreciation reductions arising primarily from KFC restaurants that were held for sale. See Note 4. (i) Amounts in 2017 include a non-cash charge of $22 million related to the adjustment of certain historical deferred vested liability balances in our qualified U.S. plan. See Note 4. NOTE 19 Contingencies Lease Guarantees As a result of having assigned our interest in obligations under real estate leases as a condition to the refranchising of certain Company- owned restaurants, and guaranteeing certain other leases, we are frequently secondarily liable on lease agreements. These leases have varying terms, the latest of which expires in 2065. As of December 31, 2019, the potential amount of undiscounted payments we could be required to make in the event of non-payment by the primary lessee was approximately $475 million. The present value of these potential payments discounted at our pre-tax cost of debt at December 31, 2019 was approximately $400 million. Our franchisees are the primary lessees under the vast majority of these leases. We generally have cross-default provisions with these franchisees that would put them in default of their franchise agreement in the event of non-payment under the lease. We believe these cross-default provisions significantly reduce the risk that we will be required to K - 0 1 m r o F the liability make payments under recorded for our probable exposure under such leases at December 31, 2019 and December 31, 2018 was not material. these leases. Accordingly, Insurance Programs We are self-insured for a substantial portion of our current and prior years’ coverage including property and casualty losses. To mitigate the cost of our exposures for certain property and casualty losses, we self-insure the risks of loss up to defined maximum per occurrence retentions on a line-by-line basis. The Company then purchases insurance coverage, up to a certain limit, for losses that exceed the self-insurance per occurrence retention. The insurers’ maximum aggregate loss limits are significantly above our actuarially determined probable losses; losses exceeding the insurers’ maximum aggregate loss limits is remote. therefore, we believe the likelihood of The following table summarizes the 2019 and 2018 activity related to our net self-insured property and casualty reserves as of December 31, 2019. 2019 Activity 2018 Activity it Due to the inherent volatility of actuarially determined property and is reasonably possible that we could casualty loss estimates, experience changes in estimated losses which could be material to our growth in quarterly and annual Net Income. We believe that we have recorded reserves for property and casualty losses at a level which has substantially mitigated the potential negative impact of adverse developments and/or volatility. In the U.S. and in certain other countries, we are also self-insured for healthcare claims and long-term disability for eligible participating employees subject to certain deductibles and limitations. We have accounted for our retained liabilities for property and casualty losses, Beginning Balance Expense Payments Ending Balance $ 66 $ 84 9 11 (21) (29) $ 54 $ 66 healthcare and long-term disability claims, including reported and incurred but not reported claims, based on information provided by independent actuaries. Legal Proceedings to various claims and contingencies related to We are subject lawsuits, real estate, environmental and other matters arising in the normal course of business. An accrual is recorded with respect to claims or contingencies for which a loss is determined to be probable and reasonably estimable. 82 YUM! BRANDS, INC. - 2019 Form 10-K PART II ITEM 8 Financial Statements and Supplementary Data Yum! Restaurants India Private Limited (“YRIPL”), a Yum subsidiary in India, is the subject of a regulatory enforcement action in India (the “Action”). The Action alleges, among other that KFC International Holdings, Inc. and Pizza Hut International failed to satisfy certain conditions imposed by the Secretariat for Industrial Approval in 1993 and 1994 when those companies were granted permission for foreign investment and operation in India. The conditions at issue include an alleged minimum investment commitment and store build requirements as well as limitations on the remittance of fees outside of India. things, The Action originated with a complaint and show cause notice filed in 2009 against YRIPL by the Deputy Director of the Directorate of Enforcement (“DOE”) of the Indian Ministry of Finance following an income tax audit for the years 2002 and 2003. The matter was argued at hearing in 2015, but no order was issued. Following a change in the incumbent official holding the position of Special Director of DOE (the “Special Director”), the matter resumed in 2018 and several additional hearings were conducted. On January 29, 2020, the Special Director issued an order imposing a penalty on YRIPL and certain former directors of approximately Indian Rupee 11 billion, or approximately $156 million. Of this amount, approximately $150 million relates to the alleged failure to invest a total of $80 million in India within an initial seven year period. We have been advised by external counsel that the order is flawed and that several options for appeal exist. We deny liability and intend to continue vigorously defending this matter. We do not consider the risk of any significant loss arising from this order to be probable. We are currently engaged in various other legal proceedings and have certain unresolved claims pending, the ultimate liability for which, if any, cannot be determined at this time. However, based upon consultation with legal counsel, we are of the opinion that such proceedings and claims are not expected to have a material adverse effect, individually or in the aggregate, on our Consolidated Financial Statements. NOTE 20 Selected Quarterly Financial Data (Unaudited) First Quarter Second Quarter Third Quarter Fourth Quarter Total 2019 Revenues: Company sales Franchise and property revenues Franchise contributions for advertising and other services Total revenues Restaurant profit Operating Profit(a) Net Income Basic earnings per common share Diluted earnings per common share Dividends declared per common share $ 333 612 309 1,254 61 433 262 0.85 0.83 0.42 $ 359 633 318 1,310 73 471 289 0.94 0.92 0.42 $ 364 645 330 1,339 72 480 255 0.83 0.81 0.42 2018 $ 490 $ 1,546 770 2,660 434 1,694 105 546 488 1.61 1.58 0.42 1,391 5,597 311 1,930 1,294 4.23 4.14 1.68 Revenues: Company sales Franchise and property revenues Franchise contributions for advertising and other services Total revenues Restaurant profit Operating Profit(b) Net Income Basic earnings per common share Diluted earnings per common share Dividends declared per common share First Quarter Second Quarter Third Quarter Fourth Quarter Total $ 512 584 275 1,371 74 553 433 1.30 1.27 0.36 $ 512 584 272 1,368 91 449 321 0.99 0.97 0.36 $ 499 605 287 1,391 100 553 454 1.43 1.40 0.36 $ 477 $ 2,000 709 2,482 372 1,558 101 741 334 1.07 1.04 0.36 1,206 5,688 366 2,296 1,542 4.80 4.69 1.44 (a) (b) Includes net gains from refranchising initiatives of $6 million, $4 million, $8 million and $19 million in the first, second, third and fourth quarters, respectively. Includes net gains from refranchising initiatives of $156 million, $29 million, $100 million and $255 million in the first, second, third and fourth quarters, respectively. YUM! BRANDS, INC. - 2019 Form 10-K 83 F o r m 1 0 - K PART II ITEM 8 Financial Statements and Supplementary Data NOTE 21 Subsequent Event On January 6, 2020, we announced our definitive agreement pursuant to which the Company will acquire all of the issued and outstanding common shares of The Habit Restaurants, Inc. (“Habit”) for $14 per share in cash or a total of approximately $375 million. The transaction is subject to approval by Habit’s stockholders and other customary closing conditions. The transaction is expected to be completed by the end of the first-quarter of 2020. Additionally, the transaction is consummated, Habit will make payment to certain of its former shareholders pursuant to an existing if Tax Receivable Agreement in the aggregate amount of approximately $53 million. The amount of this payment in excess of Habit’s cash necessary at closing for normal working capital purposes, in addition to customary transaction fees and expenses, will be liabilities funded by the Company. We intend to fund all amounts for the acquisition of Habit using cash on hand and available borrowing capacity under our Revolving Facility. ITEM 9 Changes In and Disagreements with Accountants on Accounting and Financial Disclosure None. ITEM 9A Controls and Procedures Evaluation of Disclosure Controls and Procedures The Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 as of the end of the period covered by this report. Based on the supervision and with the the evaluation, performed under including the Chief participation of the Company’s management, Executive Officer (the “CEO”) and the Chief Financial Officer (the “CFO”), the Company’s management, including the CEO and CFO, concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report. Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) under the Securities Exchange Act of 1934. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in issued by the Internal Control – Integrated Framework (2013) Treadway the Committee of Sponsoring Organizations of Commission. Based on our evaluation under the framework in Internal Control – Integrated Framework (2013), our management reporting was concluded that our effective as of December 31, 2019. internal control over financial KPMG LLP, an independent registered public accounting firm, has audited the Consolidated Financial Statements included in this Annual Report on Form 10-K and the effectiveness of our internal control over financial reporting and has issued their report, included herein. K - 0 1 m r o F Changes in Internal Control There were no changes with respect to the Company’s internal control over financial reporting or in other factors that materially affected, or are reasonably likely to materially affect, internal control over financial reporting during the quarter ended December 31, 2019. ITEM 9B Other Information None. 84 YUM! BRANDS, INC. - 2019 Form 10-K PART III ITEM 10 Directors, Executive Officers and Corporate Governance Information regarding Section 16(a) compliance, the Audit Committee and the Audit Committee financial expert, the Company’s code of ethics and background of the directors appearing under the captions “Stock Ownership Information,” “Governance of the Company,” “Executive Compensation” and “Item 1: Election of Directors and Director biographies” is incorporated by reference from the Company’s definitive proxy statement which will be filed with the Securities and Exchange Commission no later than 120 days after December 31, 2019. Information regarding executive officers of the Company is included in Part I. ITEM 11 Executive Compensation Information regarding executive and director compensation and the Management Planning and Development Committee appearing under the captions “Governance of the Company” and “Executive Compensation” is incorporated by reference from the Company’s definitive proxy statement which will be filed with the Securities and Exchange Commission no later than 120 days after December 31, 2019. ITEM 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information regarding equity compensation plans and security ownership of certain beneficial owners and management appearing under the captions “Executive Compensation” and “Stock Ownership Information” is incorporated by reference from the Company’s definitive proxy statement which will be filed with the Securities and Exchange Commission no later than 120 days after December 31, 2019. ITEM 13 Certain Relationships and Related Transactions, and Director Independence Information regarding certain relationships and related transactions and information regarding director independence appearing under the caption “Governance of the Company” is incorporated by reference from the Company’s definitive proxy statement which will be filed with the Securities and Exchange Commission no later than 120 days after December 31, 2019. F o r m 1 0 - K ITEM 14 Principal Accountant Fees and Services Information regarding principal accountant fees and services and audit committee pre-approval policies and procedures appearing under the caption “Item 2: Ratification of Independent Auditors” is incorporated by reference from the Company’s definitive proxy statement which will be filed with the Securities and Exchange Commission no later than 120 days after December 31, 2019. YUM! BRANDS, INC. - 2019 Form 10-K 85 PART IV ITEM 15 Exhibits and Financial Statement Schedules (a) (1) (2) (3) Financial Statements: Consolidated Financial Statements filed as part of this report are listed under Part II, Item 8 of this Form 10-K. Financial Statement Schedules: No schedules are required because either the required information is not present or not present in amounts sufficient to require submission of the schedule, or because the information required is included in the Consolidated Financial Statements thereto filed as a part of this Form 10-K. Exhibits: The exhibits listed in the accompanying Exhibit Index are filed as part of this Form 10-K. The Index to Exhibits specifically identifies each management contract or compensatory plan required to be filed as an exhibit to this Form 10-K. K - 0 1 m r o F 86 YUM! BRANDS, INC. - 2019 Form 10-K PART IV Signatures Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Form 10-K annual report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: February 19, 2020 YUM! BRANDS, INC. By: /s/ David W. Gibbs Pursuant to the requirements of the Securities Exchange Act of 1934, this annual report has been signed on February 19, 2020 by the following persons on behalf of the registrant and in the capacities indicated. Signature Title Chief Executive Officer (principal executive officer) Chief Financial Officer (principal financial officer) Senior Vice President, Finance and Corporate Controller (principal accounting officer) /s/ David W. Gibbs David W. Gibbs /s/ Chris Turner Chris Turner /s/ David E. Russell David E. Russell /s/ Paget L. Alves Paget L. Alves /s/ Keith Barr Keith Barr /s/ Michael J. Cavanagh Michael J. Cavanagh /s/ Christopher M. Connor Christopher M. Connor /s/ Brian C. Cornell Brian C. Cornell /s/ Greg Creed Greg Creed /s/ Tanya L. Domier Tanya L. Domier Director Director Director Director Director Director Director /s/ Mirian M. Graddick-Weir Mirian M. Graddick-Weir Director /s/ Thomas C. Nelson Thomas C. Nelson /s/ P. Justin Skala P. Justin Skala /s/ Elane B. Stock Elane B. Stock /s/ Robert D. Walter Robert D. Walter /s/ Annie Young-Scrivner Annie Young-Scrivner Director Director Director Director Director F o r m 1 0 - K YUM! BRANDS, INC. - 2019 Form 10-K 87 PART IV YUM! Brands, Inc. Exhibit Index (Item 15) Exhibit Number Description of Exhibits 2.1 3.1 3.2 4.1 Separation and Distribution Agreement, dated as of October 31, 2016, by and among YUM, Yum Restaurants Consulting (Shanghai) Company Limited and Yum China Holdings, Inc., which is incorporated herein by reference from Exhibit 2.1 to YUM’s Report on Form 8-K filed on November 3, 2016. Restated Articles of Incorporation of YUM, effective May 26, 2011, which is incorporated herein by reference from Exhibit 3.1 to YUM’s Report on Form 8-K filed on May 31, 2011. Amended and restated Bylaws of YUM, effective July 15, 2016, which are incorporated herein by reference from Exhibit 3.1 to YUM’s Report on Form 8-K filed on July 19, 2016. Indenture, dated as of May 1, 1998, between YUM and The Bank of New York Mellon Trust Company, N.A., successor in interest to The First National Bank of Chicago, which is incorporated herein by reference from Exhibit 4.1 to YUM’s Report on Form 8-K filed on May 13, 1998. (i) (ii) (iii) (iv) (v) 6.875% Senior Notes due November 15, 2037 issued under the forgoing May 1, 1998 indenture, which notes are incorporated by reference from Exhibit 4.3 (included in Exhibit 4.1) to YUM’s Report on Form 8-K filed on October 22, 2007. 3.875% Senior Notes due November 1, 2020 issued under the forgoing May 1, 1998 indenture, which notes are incorporated by reference from Exhibit 4.2 (included in Exhibit 4.1) to YUM’s Report on Form 8-K filed on August 31, 2010. 3.750% Senior Notes due November 1, 2021 issued under the forgoing May 1, 1998 indenture, which notes are incorporated by reference from Exhibit 4.2 (included in Exhibit 4.1) to YUM’s Report on Form 8-K filed August 29, 2011. 3.875% Senior Notes due November 1, 2023 issued under the forgoing May 1, 1998 indenture, which notes are incorporated by reference from Exhibit 4.2 (included in Exhibit 4.1) to YUM’s Report on Form 8-K filed October 31, 2013. 5.350% Senior Notes due November 1, 2043 issued under the forgoing May 1, 1998 indenture, which notes are incorporated by reference from Exhibit 4.3 (included in Exhibit 4.1) to YUM’s Report on Form 8-K filed October 31, 2013. Description of Securities registered under Section 12 of the Securities Exchange Act of 1934 (Common Stock) as filed herewith. Credit Agreement, dated as of June 16, 2016, by and among Pizza Hut Holdings, LLC, KFC Holding Co., and Taco Bell of America, LLC, as the borrowers, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA, Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley Senior Funding, Inc., Fifth Third Bank and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Joint Lead Arrangers and Joint Bookrunners, Barclays Bank PLC, The Bank of Nova Scotia, Cooperatieve Rabobank U.A., New York Branch, and Industrial and Commercial Bank of China Limited, New York Branch, as Co-Documentation Agents and Co-Managers, which is incorporated herein by reference from Exhibit 4.1 to YUM’s Quarterly Report on Form 10-Q for the quarter ended June 11, 2016. Refinancing Amendment, dated as of March 21, 2017, to Credit Agreement dated as of June 16, 2016 among Pizza Hut Holdings, LLC, KFC Holding Co. and Taco Bell of America, LLC, as borrowers, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Collateral Agent, Swing Line Lender, an L/C Issuer and Administrative Agent for the Lenders, which is incorporated herein by reference from Exhibit 10.1 to YUM’s Report on Form 8-K as filed on March 23, 2017. Refinancing Amendment No. 2, dated as of June 7, 2017, to Credit Agreement dated as of June 16, 2016, as amended, among Pizza Hut Holdings, LLC, KFC Holding Co. and Taco Bell of America, LLC, as borrowers, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Collateral Agent, Swing Line Lender, an L/C Issuer and Administrative Agent for the Lenders, which is incorporated herein by reference from Exhibit 10.1 to YUM’s Report on Form 8-K as filed on June 8, 2017. Refinancing Amendment, dated as of April 3, 2018, to Credit Agreement dated as of June 16, 2016 among Pizza Hut Holdings, LLC, KFC Holding Co. and Taco Bell of America, LLC, as borrowers, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Collateral Agent, Swing Line Lender, an L/C Issuer and Administrative Agent for the Lenders, which is incorporated herein by reference from Exhibit 10.1 to YUM’s Report on Form 8-K as filed on April 9, 2018. K - 0 1 m r o F 4.2 10.1 10.1.1 10.1.2 10.1.3 10.2† YUM Director Deferred Compensation Plan, as effective October 7, 1997, which is incorporated herein by reference from Exhibit 10.7 to YUM’s Annual Report on Form 10-K for the fiscal year ended December 27, 1997. 88 YUM! BRANDS, INC. - 2019 Form 10-K PART IV ITEM 15 Exhibit Index Exhibit Number Description of Exhibits 10.2.1† YUM Director Deferred Compensation Plan, Plan Document for the 409A Program, as effective January 1, 2005, and as Amended through November 14, 2008, which is incorporated by reference from Exhibit 10.7.1 to YUM’s Quarterly Report on Form 10-Q for the quarter ended June 13, 2009. 10.3† 10.4† 10.4.1† 10.5† 10.5.1† 10.6† 10.7† 10.8† 10.9† 10.10† 10.11† YUM Executive Incentive Compensation Plan, as effective May 20, 2004, and as Amended through the Second Amendment, as effective May 21, 2009, which is incorporated herein by reference from Exhibit A of YUM’s Definitive Proxy Statement on Form DEF 14A for the Annual Meeting of Shareholders held on May 21, 2009. YUM Executive Income Deferral Program, as effective October 7, 1997, and as amended through May 16, 2002, which is incorporated herein by reference from Exhibit 10.10 to YUM’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005. YUM! Brands Executive Income Deferral Program, Plan Document for the 409A Program, as effective January 1, 2005, and as Amended through June 30, 2009, which is incorporated by reference from Exhibit 10.10.1 to YUM’s Quarterly Report on Form 10-Q for the quarter ended June 13, 2009. YUM! Brands Pension Equalization Plan, Plan Document for the Pre-409A Program, as effective January 1, 2005, and as Amended through December 31, 2010, which is incorporated by reference from Exhibit 10.7 to Yum’s Quarterly Report on Form 10-Q for the quarter ended March 19, 2011. The Yum! Brands, Inc. Pension Equalization Plan, Restated Plan Document for the 409A Program effective January 1, 2005, as amended through January 1, 2017, which is incorporated by reference from Exhibit 10.5.1 to YUM’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018. Form of Directors’ Indemnification Agreement, which is incorporated herein by reference from Exhibit 10.17 to YUM’s Annual Report on Form 10-K for the fiscal year ended December 27, 1997. Form of Yum! Brands, Inc. Change in Control Severance Agreement, which is incorporated herein by reference from Exhibit 10.1 to Yum’s Report on Form 8-K filed on March 21, 2013. YUM! Long Term Incentive Plan, as Amended and Restated effective as of May 20, 2016 as incorporated by reference from Form DEF 14A filed on April 8, 2016. YUM SharePower Plan, as effective October 7, 1997, and as amended through June 23, 2003, which is incorporated herein by reference from Exhibit 10.23 to YUM’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005. Form of YUM Director Stock Option Award Agreement, which is incorporated herein by reference from Exhibit 10.25 to YUM’s Quarterly Report on Form 10-Q for the quarter ended September 4, 2004. Form of YUM 1999 Long Term Incentive Plan Award Agreement, which is incorporated herein by reference from Exhibit 10.26 to YUM’s Quarterly Report on Form 10-Q for the quarter ended September 4, 2004. 10.11.1† Form of YUM 1999 Long Term Incentive Plan Award Agreement (2013) (Stock Options), which is incorporated herein by reference from Exhibit 10.15.1 to YUM’s Quarterly Report on Form 10-Q for the quarter ended March 23, 2013. 10.11.2† Form of YUM 1999 Long Term Incentive Plan Award Agreement (2015) (Stock Options), which is incorporated herein by reference from Exhibit 10.15.2 to YUM’s Annual Report on Form 10-K for the fiscal year ended December 27, 2014. 10.11.3† Form of YUM Long Term Incentive Plan Global YUM! Non-Qualified Stock Option Agreement (2019), which is incorporated herein by reference from Exhibit 10.11.3 to YUM’s Report on Form 10-Q filed on May 8, 2019. 10.12† 10.13† Yum! Brands, Inc. International Retirement Plan, as in effect January 1, 2005, which is incorporated herein by reference from Exhibit 10.27 to YUM’s Annual Report on Form 10-K for the fiscal year ended December 25, 2004. Form of 1999 Long Term Incentive Plan Award Agreement (Stock Appreciation Rights) which is incorporated by reference from Exhibit 99.1 to YUM’s Report on Form 8-K as filed on January 30, 2006. 10.13.1† Form of YUM 1999 Long Term Incentive Plan Award Agreement (2013) (Stock Appreciation Rights), which is incorporated by reference from Exhibit 10.18.1 to YUM’s Quarterly Report on Form 10-Q for the quarter ended March 23, 2013. 10.13.2† Form of YUM 1999 Long Term Incentive Plan Award Agreement (2015) (Stock Appreciation Rights), which is incorporated herein by reference from Exhibit 10.18.2 to YUM’s Annual Report on Form 10-K for the fiscal year ended December 27, 2014. 10.13.3† Yum! Brands, Inc. Long Term Incentive Plan Form of Global YUM! Stock Appreciation Rights Agreement (2019), which is incorporated herein by reference from Exhibit 10.13.3 to YUM’s Report on Form 10-Q filed on May 8, 2019. 10.13.4† Yum! Brands, Inc. Long Term Incentive Plan Form of Global Restricted Stock Unit Agreement (2019), which is incorporated herein by reference from Exhibit 10.20 to YUM’s Report on Form 10-Q filed on May 8, 2019. 10.14† YUM! Brands Leadership Retirement Plan, as in effect January 1, 2005, which is incorporated herein by reference from Exhibit 10.32 to YUM’s Quarterly Report on Form 10-Q for the quarter ended March 24, 2007. F o r m 1 0 - K YUM! BRANDS, INC. - 2019 Form 10-K 89 PART IV ITEM 15 Exhibit Index Exhibit Number Description of Exhibits 10.14.1† YUM! Brands Leadership Retirement Plan, Plan Document for the 409A Program, as effective January 1, 2005, and as Amended through December, 2009, which is incorporated by reference from Exhibit 10.21.1 to YUM’s Annual Report on Form 10-K for the fiscal year ended December 26, 2009. 10.15† 10.16† 10.17† 10.18† 10.19† 10.20 10.21 10.22 10.22.1 10.22.2 10.22.3 10.22.4 10.23 10.24 10.24.1 10.24.2 YUM! Performance Share Plan, as amended and restated January 1, 2013, which is incorporated by reference from Exhibit 10.1 to YUM’s Quarterly Report on Form 10-Q for the quarter ended June 13, 2015. YUM! Brands Third Country National Retirement Plan, as effective January 1, 2009, which is incorporated by reference from Exhibit 10.25 to YUM’s Annual Report on Form 10-K for the fiscal year ended December 26, 2009. 2010 YUM! Brands Supplemental Long Term Disability Coverage Summary, as effective January 1, 2010, which is incorporated by reference from Exhibit 10.26 to YUM’s Annual Report on Form 10-K for the fiscal year ended December 26, 2009. 1999 Long Term Incentive Plan Award (Stock Appreciation Rights) by and between the Company and David C. Novak, dated as of February 6, 2015, which is incorporated herein by reference from Exhibit 10.27 to YUM’s Annual Report on Form 10-K for the fiscal year ended December 27, 2014. Yum! Brands, Inc. Compensation Recovery Policy, Amended and Restated January 1, 2015, which is incorporated herein by reference from Exhibit 10.28 to YUM’s Annual Report on Form 10-K for the fiscal year ended December 27, 2014. Indenture, dated as of June 16, 2016, by and among KFC Holding Co., Pizza Hut Holdings, LLC and Taco Bell of America, LLC, as issuers, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee, which is incorporated herein by reference from Exhibit 4.1 to YUM’s Report on Form 8-K filed on June 21, 2016. Indenture, dated as of June 15, 2017, by and among KFC Holding Co., Pizza Hut Holdings, LLC and Taco Bell of America, LLC, as issuers, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee, which is incorporated herein by reference from Exhibit 4.1 to YUM’s Report on Form 8-K filed on June 16, 2017. Base Indenture, dated as of May 11, 2016, between Taco Bell Funding, LLC, as issuer and Citibank, N.A., as trustee and securities intermediary, which is incorporated herein by reference from Exhibit 4.1 to YUM’s Report on Form 8-K filed on May 16, 2016. Series 2016-1 Supplement to Base Indenture dated as of May 11, 2016, by and between Taco Bell Funding, LLC, as issuer and Citibank, N.A. as Trustee and Series 2016-1 securities intermediary, which is incorporated herein by reference from Exhibit 4.2 to YUM’s Report on Form 8-K filed on May 16, 2016. Series 2018-1 Supplement to Base Indenture, dated as of November 28, 2018, by and between the Issuer and Citibank, N.A. as Trustee and Series 2018-1 securities intermediary, which is incorporated herein by reference from Exhibit 10.1 to YUM’s Report on Form 8-K filed on December 3, 2018. Amendment No. 1 to Base Indenture, dated as of August 23, 2016, by and between the Issuer and Citibank, N.A. as Trustee and Series 2016-1 securities intermediary, which is incorporated herein by reference from Exhibit 10.22.3 to YUM’s Annual Report on Form 10-K for fiscal year ended December 31, 2018. Amendment No. 2 to Base Indenture, dated as of November 28, 2018, by and between the Issuer and Citibank, N.A. as Trustee and the Series 2018-1 securities intermediary, which is incorporated herein by reference from Exhibit 10.2 to YUM’s Report on Form 8-K filed on December 3, 2018. Guarantee and Collateral Agreement, dated as of May 11, 2016, by Taco Bell Franchise Holder 1, LLC, Taco Bell Franchisor, LLC, Taco Bell IP Holder, LLC and Taco Bell Franchisor Holdings, LLC in favor of Citibank, N.A., which is incorporated herein by reference from Exhibit 10.2 to YUM’s Report on Form 8-K filed on May 16, 2016. Management Agreement, dated as of May 11, 2016, among Taco Bell Funding, LLC, as issuer, Taco Bell Franchise Holder 1, LLC, Taco Bell Franchisor, LLC, Taco Bell IP Holder, LLC, Taco Bell Franchisor Holdings, LLC, Citibank, N.A. and Taco Bell Corp., as manager, which is incorporated herein by reference from Exhibit 10.3 to YUM’s Report on Form 8-K filed on May 16, 2016. Amendment No.1 to Management Agreement, dated as of August 24, 2016, among Taco Bell Funding, LLC, as issuer, Taco Bell Franchise Holder 1, LLC, Taco Bell Franchisor, LLC, Taco Bell IP Holder, LLC, Taco Bell Franchisor Holdings, LLC and Taco Bell Corp., as manager, which is incorporated herein by reference from Exhibit 10.25.1 to YUM’s Annual Report on Form 10-K for fiscal year ended December 31, 2018. Amendment No. 2 to Management Agreement, dated as of November 28, 2018, among Taco Bell Funding, LLC, as issuer, Taco Bell Franchise Holder 1, LLC, Taco Bell Franchisor, LLC, Taco Bell IP Holder, LLC, Taco Bell Franchisor Holdings, LLC, Citibank, N.A. and Taco Bell Corp., as manager, which is incorporated herein by reference from Exhibit 10.25.2 to YUM’s Annual Report on Form 10-K for fiscal year ended December 31, 2018. 10.25 Indenture, dated as of September 11, 2019, by and between the Issuer and The Bank of New York Mellon Trust Company, N.A., as trustee, which is incorporated herein by reference from Exhibit 4.1 to YUM’s Report on Form 8-K filed on September 16, 2019. K - 0 1 m r o F 90 YUM! BRANDS, INC. - 2019 Form 10-K PART IV ITEM 15 Exhibit Index Exhibit Number Description of Exhibits 10.26 10.27 Master License Agreement, dated as of October 31, 2016, by and between Yum! Restaurants Asia Pte. Ltd. and Yum Restaurants Consulting (Shanghai) Company Limited, which is incorporated herein by reference from Exhibit 10.1 to YUM’s Report on Form 8-K filed on November 3, 2016. Tax Matters Agreement, dated as of October 31, 2016, by and among YUM, Yum China Holdings, Inc. and Yum Restaurants Consulting (Shanghai) Company Limited, which is incorporated herein by reference from Exhibit 10.2 to YUM’s Report on Form 8-K filed on November 3, 2016. 10.28† Offer Letter dated June 19, 2019, between the Company and Christopher Turner, which is incorporated herein by reference from Exhibit 10.28 to YUM’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019. 10.29† Offer Letter dated July 16, 2019, between the Company and Mark King as filed herein. 21.1 23.1 31.1 31.2 32.1 32.2 Active Subsidiaries of YUM. Consent of KPMG LLP. Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) † Indicates a management contract or compensatory plan. F o r m 1 0 - K YUM! BRANDS, INC. - 2019 Form 10-K 91 Cautionary Language Regarding Forward-Looking Statements are our and “will,” reflect “model,” “should,” “ongoing,” appropriate report may expectations, under are the meaning statements” within reasonable statements contain Forward-Looking Statements. This “forward-looking of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. We intend all forward- looking statements to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally can be identified by the fact that they do not relate strictly to historical or current facts and by the use of forward-looking words such as “expect,” “expectation,” “believe,” “anticipate,” “may,” “could,” “intend,” “belief,” “plan,” “estimate,” “target,” “predict,” “likely,” “seek,” “project,” “forecast,” “outlook” or similar terminology. These statements are based estimates, current on assumptions and/or projections, our perception of historical trends and current conditions, as well as other factors that we the believe and circumstances. neither Forward-looking predictions nor guarantees of future events, circumstances or performance and are inherently subject to known and unknown risks, uncertainties and assumptions that could cause our actual results to differ materially from those indicated by those statements. There can be no assurance that our expectations, estimates, assumptions and/or projections, including with respect to the future earnings and performance or capital structure of Yum! Brands, will prove to be correct or that any of our expectations, estimates or projections will be achieved. Numerous factors could cause our actual results and events to differ materially from those expressed or implied by forward- looking statements, food safety and food borne-illness issues; health concerns arising from including the significant health epidemic, outbreaks of coronavirus; the success of our franchisees and licensees; our significant exposure to the Chinese market; changes in economic and political conditions in countries and territories outside of the U.S. where we operate; our ability to protect the individually identifiable data of our integrity and security of customers and employees; ability to successfully implement technology initiatives; our increasing dependence on digital commerce platforms and information technology systems; the impact of social media; our ability to secure and maintain distribution and adequate supply to our restaurants; loss of key personnel, or labor shortages or difficulty finding qualified the success of our development strategy in employees; emerging markets; changes in commodity, labor and other operating costs; pending or future litigation and legal claims or proceedings; changes in or noncompliance with government regulations, including labor standards and anti-bribery or anti- corruption laws; tax matters, including changes in tax laws or including, without limitation: disagreements with taxing authorities; consumer preferences and perceptions of our brands; failure to protect our service marks or other intellectual property; changes in consumer discretionary spending and general economic conditions; food industry; not realizing the competition within the retail anticipated benefits from past or potential future acquisitions, investments or other strategic transactions; and risks relating to our significant amount of indebtedness. In addition, other risks and uncertainties not presently known to us or that we currently believe to be immaterial could affect the accuracy of any such forward-looking statements. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. The forward-looking statements included in this report are only made as of the date of this report and we disclaim any obligation to publicly update any forward-looking statement to reflect subsequent events or circumstances. You should consult our filings with the Securities and Exchange Commission (including the information set the captions “Risk Factors” and “Forward-Looking Statements” in our most recently filed Annual Report on Form 10-K and Quarterly Report on Form 10-Q) for additional detail about factors that could affect our financial and other results. forth under Trademarks and Brands. We use “Yum! Brands” and the Yum! logo as our trademarks. Product names and services appearing in this report are trademarks of Yum! Brands, Inc. or its subsidiaries. This report also may refer to brand names, trademarks, service marks and trade names of other companies and organizations, and these brand names, trademarks, service marks and trade names are the property of their respective owners. Market and Industry Data. Unless we indicate otherwise, we base the information concerning our industry contained in this report on our general knowledge of and expectations concerning the industry. Our market position and market share is based on our estimates using data from various industry sources and assumptions that we believe to be reasonable based on our knowledge of the industry. We have not independently verified the data obtained from these sources and cannot accuracy or completeness. the data’s you of assure Non-GAAP Measures. This report includes certain non-GAAP financial measures. Reconciliation of these non-GAAP financial measures to the most directly comparable GAAP measures are included on our website at http://www.investors.yum.com Investors are urged to consider carefully the comparable GAAP measures and reconciliations. Shareholder Information Inquiries Regarding Your YUM Holdings REGISTERED SHAREHOLDERS (those who hold YUM shares in their own names) should address communications concerning statements, lost certificates and other administrative matters to: changes, address Computershare, Inc. 462 South 4th Street, Suite 1600 Louisville, KY 40202 Phone: (888) 439-4986 International: 1+ (781) 575-3100 www.computershare.com In all correspondence or phone inquiries, please provide your name and your YUM account number if you know it. REGISTERED SHAREHOLDERS can access their accounts and complete the following functions online at the website of Computershare, Inc. (“Computershare”): www.computershare.com (cid:129) Access account balance and other general account information (cid:129) Change an account’s mailing address (cid:129) View a detailed list of holdings represented by certificates and the identifying certificate numbers (cid:129) Request a certificate for shares held at Computershare (cid:129) Replace a lost or stolen certificate (cid:129) Retrieve a duplicate Form 1099-B, Form 1099-DIV (cid:129) Purchase shares of YUM through the Company’s Direct Stock Purchase Plan (cid:129) Sell shares held at Computershare Access accounts online at the following URL: https://www-us.computershare.com/Investor. Your account number and social security number are required. If you do not know your account number, please call Computershare at (888) 439-4986. BENEFICIAL SHAREHOLDERS (those who hold YUM shares in the name of a bank or broker) should direct communications about all administrative matters related to their accounts to their stockbroker. LONG TERM INCENTIVE PLAN (LTIP) PARTICIPANTS (employees with rights to LTIP and YUMBUCKS stock appreciation rights grants) should address all questions regarding their accounts, outstanding stock appreciation rights grants or shares received through stock appreciation right exercises to: Merrill Lynch Equity Award Services 1400 American Blvd. Mail Stop # NJ2-140-03-40 Pennington, NJ 08534 Phone: (888) 986-4321 (U.S., Puerto Rico and Canada) (609) 818-8156 (all other locations) In all correspondence, please provide the last 4 digits of your account number, your address, your telephone number and indicate that your inquiry relates to YUM holdings. For telephone inquiries, please have a copy of your most recent statement available. EMPLOYEE BENEFIT PLAN PARTICIPANTS Capital Stock Purchase Program (888) 439-4986 YUM Savings Center (888) 875-4015 YUM Savings Center (904) 791-2005 (outside U.S.) P.O. Box 5166 Boston, MA 02206-5166 Please have a copy of your most recent statement available when calling. Press 0#0# for a customer service representative and give the representative the name of the plan. INDEPENDENT AUDITORS KPMG, LLC 400 West Market Street, Suite 2600 Louisville, Kentucky 40202 Phone: (502) 587-0535 STOCK TRADING SYMBOL – YUM The New York Stock Exchange is the principal market for YUM Common Stock, which trades under the symbol YUM. Shareholder Services DIRECT STOCK PURCHASE PLAN A prospectus and a brochure explaining this convenient plan are available from our transfer agent: Computershare, Inc. 462 South 4th Street, Suite 1600 Louisville, KY 40202 Phone: (888) 439-4986 International: 1+ (781) 575-3100 FINANCIAL AND OTHER INFORMATION Securities analysts, portfolio managers, representatives of financial institutions and other individuals with questions regarding YUM’s performance are invited to contact: Mr. Keith Siegner Vice President, Investor Relations, Corporate Strategy & Treasurer Yum! Brands, Inc. 1900 Colonel Sanders Lane Louisville, KY 40213 Phone: (888) 298-6986 Franchise Inquiries ONLINE FRANCHISE INFORMATION Information about potential franchise opportunities is available at www.yum.com YUM’s Annual Report contains many of the valuable trademarks owned and used by YUM and its subsidiaries and affiliates in the United States and worldwide. SENIOR OFFICERS David W. Gibbs 57 Chief Executive Officer, Yum! Brands, Inc. Scott Catlett 44 General Counsel and Corporate Secretary, Yum! Brands, Inc. Mark King 60 Chief Executive Officer, Taco Bell Division Tony Lowings 61 Chief Executive Officer, KFC Division David Russell 50 Senior Vice President, Finance and Corporate Controller, Yum! Brands, Inc. Keith Siegner 45 Vice President, Investor Relations, Corporate Strategy and Treasurer, Yum! Brands, Inc. Tracy Skeans 47 Chief Transformation and People Officer, Yum! Brands, Inc. Arthur Starrs 43 Chief Executive Officer, Pizza Hut Division Christopher Turner 45 Chief Financial Officer, Yum! Brands, Inc. BOARD OF DIRECTORS Paget L. Alves 65 Former Chief Sales Officer, Sprint Corporation Keith Barr 49 Chief Executive Officer, Intercontinental Hotels Group plc Michael J. Cavanagh 54 Senior Executive Vice President and Chief Financial Officer, Comcast Corporation Greg Creed 62 Former Chief Executive Officer, Yum! Brands, Inc. Christopher M. Connor 64 Former Chairman and Chief Executive Officer, The Sherwin-Williams Company Brian C. Cornell 61 Chairman and Chief Executive Officer, Target Corporation Tanya L. Domier 54 Chief Executive Officer, Advantage Solutions, Inc. David W. Gibbs 57 Chief Executive Officer, Yum! Brands, Inc. Mirian M. Graddick-Weir 65 Retired Executive Vice President Human Resources, Merck & Co., Inc. Thomas C. Nelson 57 Chairman, Chief Executive Officer and President, National Gypsum Company P. Justin Skala 60 Executive Vice Presdient, Chief Growth & Strategy Officer, Colgate-Palmolive Company Elane B. Stock 55 Former Group President, Kimberly-Clark International Robert D. Walter 77 Founder and Retired Chairman/CEO, Cardinal Health, Inc. Annie Young-Scrivner 51 Chief Executive Officer, Godiva Chocolatier U N L O C K I N G P O T E N T I A L Yum! Brands, Inc., trades under the symbol YUM and is proud to meet the listing requirements of the NYSE, the world’s leading equities market.