Edgar Filing: YUM BRANDS INC

form_10q072109.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

___________

FORM 10-Q

(Mark One)

[ü]		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
		EXCHANGE ACT OF 1934 for the quarterly period ended June 13, 2009

		OR

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

For the transition period from ____________ to _________________

Commission file number 1-13163

________________________

YUM! BRANDS, INC.

(Exact name of registrant as specified in its charter)

	North Carolina	13-3951308
	(State or other jurisdiction of	(I.R.S. Employer
	incorporation or organization)	Identification No.)

	1441 Gardiner Lane, Louisville, Kentucky	40213
	(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (502) 874-8300

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [Ö] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer: [Ö] Accelerated filer: [ ] Non-accelerated filer: [ ] Smaller reporting company: [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [Ö]

The number of shares outstanding of the Registrant’s Common Stock as of July 13, 2009 was 466,558,003 shares.

YUM! BRANDS, INC.

INDEX

			Page
			No.
Part I.	Financial Information

	Item 1 - Financial Statements

		Condensed Consolidated Statements of Income - Quarters and Years to date ended June 13, 2009 and June 14, 2008	3

		Condensed Consolidated Statements of Cash Flows – Years to date ended June 13, 2009 and June 14, 2008	4

		Condensed Consolidated Balance Sheets – June 13, 2009 and December 27, 2008	5

		Notes to Condensed Consolidated Financial Statements	6

	Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations		27

	Item 3 - Quantitative and Qualitative Disclosures about Market Risk		46

	Item 4 - Controls and Procedures		47

	Report of Independent Registered Public Accounting Firm		48

Part II.	Other Information and Signatures

	Item 1 – Legal Proceedings		49

	Item 1A – Risk Factors		49

	Item 4 – Submission of Matters to a vote of Security Holders		50

	Item 6 – Exhibits		51

	Signatures		53

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

YUM! BRANDS, INC. AND SUBSIDIARIES

(in millions, except per share data)

	Quarter						Year to date
Revenues	6/13/09			6/14/08			6/13/09			6/14/08
Company sales	$	2,152		$	2,323		$	4,070		$	4,417
Franchise and license fees and income		324			336			623			655
Total revenues		2,476			2,659			4,693			5,072

Costs and Expenses, Net
Company restaurants
Food and paper		693			766			1,304			1,435
Payroll and employee benefits		505			574			962			1,107
Occupancy and other operating expenses		630			672			1,172			1,256
Company restaurant expenses		1,828			2,012			3,438			3,798
General and administrative expenses		281			317			536			593
Franchise and license expenses		25			19			45			38
Closures and impairment (income) expenses		22			8			26			6
Refranchising (gain) loss		1			(1	)		(13	)		24
Other (income) expense		(75	)		(13	)		(84	)		(130	)
Total costs and expenses, net		2,082			2,342			3,948			4,329
Operating Profit		394			317			745			743
Interest expense, net		43			52			96			105
Income Before Income Taxes		351			265			649			638
Income tax provision		45			40			124			157
Net Income – including noncontrolling interest		306			225			525			481
Net Income – noncontrolling interest		3			1			4			3
Net Income – YUM! Brands, Inc.	$	303		$	224		$	521		$	478

Basic Earnings Per Common Share	$	0.65		$	0.47		$	1.11		$	0.99

Diluted Earnings Per Common Share	$	0.63		$	0.45		$	1.08		$	0.95

Dividends Declared Per Common Share	$	0.38		$	0.19		$	0.38		$	0.34

See accompanying Notes to Condensed Consolidated Financial Statements.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

YUM! BRANDS, INC. AND SUBSIDIARIES

(in millions)

	Year to date
	6/13/09			6/14/08
Cash Flows – Operating Activities
Net Income – including noncontrolling interest	$	525		$	481
Depreciation and amortization		246			250
Closures and impairment (income) expenses		26			6
Refranchising (gain) loss		(13	)		24
Contributions to defined benefit pension plans		(92	)		(2	)
Gain upon consolidation of a former unconsolidated affiliate in China		(68	)		—
Gain on sale of interest in Japan unconsolidated affiliate		—			(100	)
Deferred income taxes		(29	)		13
Equity income from investments in unconsolidated affiliates		(17	)		(20	)
Distributions of income received from unconsolidated affiliates		8			22
Excess tax benefits from share-based compensation		(43	)		(31	)
Share-based compensation expense		26			29
Changes in accounts and notes receivable		(19	)		6
Changes in inventories		15			(1	)
Changes in prepaid expenses and other current assets		(18	)		(9	)
Changes in accounts payable and other current liabilities		(140	)		(88	)
Changes in income taxes payable		15			(19	)
Other non-cash charges and credits, net		73			65
Net Cash Provided by Operating Activities		495			626

Cash Flows – Investing Activities
Capital spending		(342	)		(348	)
Proceeds from refranchising of restaurants		63			66
Acquisition of restaurants from franchisees		(22	)		(3	)
Acquisitions and investments		(56	)		—
Sales of property, plant and equipment		8			34
Other, net		(7	)		(4	)
Net Cash Used in Investing Activities		(356	)		(255	)

Cash Flows – Financing Activities
Repayments of long-term debt		(144	)		(257	)
Revolving credit facilities, three months or less, net		108			475
Short-term borrowings by original maturity
More than three months - proceeds		—			—
More than three months - payments		—			—
Three months or less, net		4			(9	)
Repurchase shares of Common Stock		—			(994	)
Excess tax benefits from share-based compensation		43			31
Employee stock option proceeds		77			40
Dividends paid on Common Stock		(175	)		(146	)
Other, net		5			—
Net Cash Used in Financing Activities		(82	)		(860	)
Effect of Exchange Rates on Cash and Cash Equivalents		(6	)		8
Net Increase (Decrease) in Cash and Cash Equivalents		51			(481	)
Change in Cash and Cash Equivalents due to consolidation of entities in China		17			17
Cash and Cash Equivalents - Beginning of Period		216			789
Cash and Cash Equivalents - End of Period	$	284		$	325

See accompanying Notes to Condensed Consolidated Financial Statements.

CONDENSED CONSOLIDATED BALANCE SHEETS

YUM! BRANDS, INC. AND SUBSIDIARIES

(in millions)

	(Unaudited)
	6/13/09			12/27/08
ASSETS
Current Assets
Cash and cash equivalents	$	284		$	216
Accounts and notes receivable, net		278			229
Inventories		134			143
Prepaid expenses and other current assets		201			172
Deferred income taxes		84			81
Advertising cooperative assets, restricted		90			110
Total Current Assets		1,071			951

Property, plant and equipment, net		3,807			3,710
Goodwill		760			605
Intangible assets, net		341			335
Investments in unconsolidated affiliates		23			65
Other assets		582			561
Deferred income taxes		340			300
Total Assets	$	6,924		$	6,527

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Accounts payable and other current liabilities	$	1,343		$	1,473
Income taxes payable		87			114
Short-term borrowings		32			25
Advertising cooperative liabilities		90			110
Total Current Liabilities		1,552			1,722

Long-term debt		3,516			3,564
Other liabilities and deferred credits		1,299			1,335
Total Liabilities		6,367			6,621

Shareholders’ Equity (Deficit)
Common Stock, no par value, 750 shares authorized; 466 shares and 459 shares issued in 2009 and 2008, respectively		170			7
Retained earnings		646			303
Accumulated other comprehensive income (loss)		(340	)		(418	)
Total Shareholders’ Equity (Deficit) – YUM! Brands, Inc.		476			(108	)
Noncontrolling interest		81			14
Total Shareholders’ Equity (Deficit)		557			(94	)
Total Liabilities and Shareholders’ Equity (Deficit)	$	6,924		$	6,527

See accompanying Notes to Condensed Consolidated Financial Statements.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Tabular amounts in millions, except per share data)

Note 1 - Financial Statement Presentation

We have prepared our accompanying unaudited Condensed Consolidated Financial Statements (“Financial Statements”) in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by United States (“U.S.”) generally accepted accounting principles for complete financial statements. Therefore, we suggest that the accompanying Financial Statements be read in conjunction with the Consolidated Financial Statements and Notes thereto included in our annual report on Form 10-K for the fiscal year ended December 27, 2008 (“2008 Form 10-K”). Except as disclosed herein, there has been no material change in the information disclosed in the Notes to our Consolidated Financial Statements included in the 2008 Form 10-K.

YUM! Brands, Inc. and Subsidiaries (collectively referred to as “YUM” or the “Company”) comprise the worldwide operations of KFC, Pizza Hut, Taco Bell, Long John Silver’s (“LJS”) and A&W All-American Food Restaurants (“A&W”) (collectively the “Concepts”). References to YUM throughout these Notes to our Financial Statements are made using the first person notations of “we,” “us” or “our.”

Our fiscal year ends on the last Saturday in December and, as a result, a 53rd week is added every five or six years. The first three quarters of each fiscal year consist 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 subsidiaries operate on similar fiscal calendars except that certain international subsidiaries operate on a monthly calendar, with two months in the first quarter, three months in the second and third quarters and four months in the fourth quarter. All of our international businesses except China close one period or one month earlier to facilitate consolidated reporting.

In 2008, we began consolidating an entity in which we have a majority ownership interest and that operates the KFCs in Beijing, China. Additionally, as discussed in Note 4, in the quarter ended June 13, 2009 we began consolidating the entity that operates the KFCs in Shanghai, China. The increases in cash related to the consolidation of these entities’ cash balances ($17 million in both instances) are presented as a single line item on our Condensed Consolidated Statement of Cash Flows.

Our preparation of the accompanying Financial Statements in conformity with generally accepted accounting principles in the United States of America 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 Financial Statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates.

In our opinion, the accompanying Financial Statements include all normal and recurring adjustments considered necessary to present fairly, when read in conjunction with our 2008 Form 10-K, our financial position as of June 13, 2009, and the results of our operations for the quarters and years to date ended June 13, 2009 and June 14, 2008 and cash flows for the years to date ended June 13, 2009 and June 14, 2008. Our results of operations for these interim periods are not necessarily indicative of the results to be expected for the full year.

Our significant interim accounting policies include the recognition of certain advertising and marketing costs, generally in proportion to revenue, and the recognition of income taxes using an estimated annual effective tax rate.

We have reclassified certain items in the accompanying Financial Statements and Notes to the Financial Statements for the prior periods in order to be comparable with the current classifications. As discussed in our 2008 Form 10-K, we have begun reporting capital spending on our Condensed Consolidated Statements of Cash Flows excluding the impact of purchases that have been accrued but not yet paid. For the year to date ended June 14, 2008 this resulted in increased Capital spending of $13 million with an offsetting impact to Changes in accounts payable and other current liabilities. Also, as rental income from franchisees has increased over time and is anticipated to continue to increase, we believe it is more appropriate to report such income as Franchise and license fees and income as opposed to a reduction in Franchise and license expenses, as it has historically been reported. For the quarter and year to date ended June 14, 2008 this resulted in an increase of $6 million and $11 million, respectively, in both Franchise and license expenses and Franchise and license fees and income in our Condensed Consolidated Statement of Income. A similar amount of rental income was reported in Franchise and license fees and income in the quarter and year to date ended June 13, 2009. These reclassifications had no effect on previously reported Net Income.

Note 2 - Earnings Per Common Share (“EPS”)

	Quarter ended				Year to date
	6/13/09		6/14/08		6/13/09		6/14/08
Net Income – YUM! Brands, Inc.	$	303	$	224	$	521	$	478

Weighted-average common shares outstanding (for basic calculation)		470		480		468		483
Effect of dilutive share-based employee compensation		13		18		13		18
Weighted-average common and dilutive potential common shares outstanding (for diluted calculation)		483		498		481		501
Basic EPS	$	0.65	$	0.47	$	1.11	$	0.99
Diluted EPS	$	0.63	$	0.45	$	1.08	$	0.95
Unexercised employee stock options and stock appreciation rights (in millions) excluded from the diluted EPS computation(a)		13.9		6.6		14.6		5.4

(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 3 - Shareholders’ Equity

Under the authority of our Board of Directors, we repurchased shares of our Common Stock during the year to date ended June 14, 2008, as indicated below. All amounts exclude applicable transaction fees. We had no share repurchases in the year to date ended June 13, 2009.

	Shares Repurchased (thousands)				Dollar Value of Shares Repurchased
Authorization Date	2009		2008		2009		2008
January 2008		—		5,141	$	—	$	179
October 2007		—		22,875		—		813
Total		—		28,016	$	—	$	992	(a)

(a)

Amount excludes the effect of $13 million in share repurchases (0.4 million shares) with trade dates prior to the 2007 fiscal year end but cash settlement dates subsequent to the 2007 fiscal year end and includes the effect of $11 million in share repurchases (0.3 million shares) with trade dates prior to June 14, 2008 but cash settlement dates subsequent to June 14, 2008.

Comprehensive income was as follows:

	Quarter ended					Year to date
	6/13/09			6/14/08		6/13/09		6/14/08
Net Income – YUM! Brands, Inc.	$	303		$	224	$	521	$	478
Foreign currency translation adjustment arising during the period		73			20		65		28
Foreign currency translation adjustment included in Net Income		—			—		—		(25	)
Changes in fair value of derivatives, net of tax		(9	)		—		5		10
Reclassification of derivative (gains) losses to Net Income, net of tax		9			—		3		(9	)
Reclassification of pension actuarial losses to Net Income, net of tax		3			2		5		3
Total comprehensive income	$	379		$	246	$	599	$	485

Note 4 - Items Affecting Comparability of Net Income and Cash Flows

U.S. Business Transformation

As part of our plan to transform our U.S. business we took several measures in 2008 and are taking similar measures in 2009 (“the U.S. business transformation measures”). These measures include: expansion of our U.S. refranchising; charges relating to General and Administrative (“G&A”) productivity initiatives and realignment of resources (primarily severance and early retirement costs); and investments in our U.S. Brands made on behalf of our franchisees such as equipment purchases.

In the quarter and year to date ended June 13, 2009, we recorded pre-tax gains of $1 million and $15 million, respectively, from refranchising in the U.S. In the quarter and year to date ended June 14, 2008, we recorded a pre-tax gain of $1 million and a pre-tax loss of $25 million, respectively, from refranchising in the U.S. The refranchising losses recorded for the year to date ended June 14, 2008 were primarily due to our refranchising of, or our offers to refranchise, stores or groups of stores, principally at Long John Silver’s, for prices less than their recorded carrying value.

In connection with our G&A productivity initiatives and realignment of resources we recorded pre-tax charges of $5 million and $2 million in the quarters ended June 13, 2009 and June 14, 2008, respectively, and pre-tax charges of $9 million and $7 million in the years to date ended June 13, 2009 and June 14, 2008, respectively. The unpaid current liability for the severance portion of these charges was $15 million as of June 13, 2009. Severance payments in the quarter and year to date ended June 13, 2009 totaled approximately $8 million and $16 million, respectively.

Additionally, the Company recognized a reduction to Franchise and license fees and income of $4 million and $31 million, pre-tax, in the quarter and year to date ended June 13, 2009, respectively, related to investments in our U.S. Brands. These investments reflect our reimbursements to, or obligations to reimburse, KFC franchisees for installation costs of ovens for the national launch of Kentucky Grilled Chicken. This reduction to Franchise and license fees and income was recorded in accordance with Emerging Issues Task Force (“EITF”) Issue No. 01-9, “Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor’s Products)”. In the quarter and year to date ended June 14, 2008, the Company recognized pre-tax expense of $2 million and $3 million, respectively, related to investments in our U.S. Brands.

We are not including the impacts of these U.S. business transformation measures in our U.S. segment for performance reporting purposes as we do not believe they are indicative of our ongoing operations.

Acquisition of Little Sheep

On March 24, 2009, our China Division paid approximately $44 million to purchase 14% of the outstanding common shares of Little Sheep Group Limited (“Little Sheep”). This investment is included in Other assets on our Condensed Consolidated Balance Sheet as of June 13, 2009. Subsequent to the end of our second quarter, we have purchased an additional 6% of Little Sheep for $19 million and obtained Board of Directors representation. Accordingly, in the quarter ending September 5, 2009 we will begin reporting our investment in Little Sheep using the equity method of accounting.

Little Sheep is the leading brand in China’s “Hot Pot” restaurant category with approximately 375 restaurants, primarily in China as well as Hong Kong, Japan, Canada and the U.S.

Consolidation of a Former Unconsolidated Affiliate in China

On May 4, 2009 we acquired an additional 7% ownership in the entity that operates more than 200 KFCs in Shanghai, China for $12 million, increasing our ownership to 58%. The acquisition was driven by our desire to increase our management control over the entity and further integrate the business with the remainder of our KFC operations in China. This entity has historically been accounted for as an unconsolidated affiliate under the equity method of accounting, due to the effective participation of our partners in the significant decisions of the entity that were made in the ordinary course of business as addressed in EITF Issue No. 96-16, "Investor's Accounting for an Investee When the Investor Has a Majority of the Voting Interest but the Minority Shareholder or Shareholders Have Certain Approval or Veto Rights". Concurrent with the acquisition we received additional rights in the governance of the entity, and thus we began consolidating the entity upon acquisition. As required by Statement of Financial Accounting Standards (“SFAS”) No. 141(R), “Business Combinations” (“SFAS 141R”), we remeasured our previously held 51% ownership in the entity, which had a recorded value of $17 million at the date of acquisition, at fair value and recognized a gain of $68 million accordingly. This gain, which resulted in no related income tax expense, was recorded in Other (income) expense on our Condensed Consolidated Statements of Income during the quarter ended June 13, 2009 and was not allocated to any segment for performance reporting purposes.

While we have not yet completed the determination of all identifiable assets acquired and liabilities assumed, our Condensed Consolidated Balance Sheet at June 13, 2009 reflects consolidation of this entity using preliminary amounts. We have preliminarily assigned fair values such that assets and liabilities recorded at the acquisition date for the consolidated entity were as follows:

Current assets, including cash of $17	$	27
Property, plant and equipment		66
Goodwill		133
Other long-term assets		2
Total assets acquired		228

Current liabilities		53
Other long-term liabilities		8
Total liabilities assumed		61
Net assets acquired	$	167

Additionally, $70 million was recorded as Noncontrolling interest in our Condensed Consolidated Balance Sheet, representing the fair value of our partner’s interest in the entity’s net assets upon acquisition.

We anticipate that the preliminary amount allocated to the China Division’s goodwill, which is not expected to be deductible for income purposes, will be retroactively reduced upon completion of the determination of all identifiable assets acquired and liabilities assumed. We do not anticipate any retroactive adjustment to our results of operations will be significant.

The pro forma impact on our results of operations if the acquisition had been completed as of the beginning of both 2009 and 2008 would not have been significant.

Cash Tender Offer to Purchase Senior Unsecured Notes

During the quarter ended June 13, 2009 we completed a cash tender offer to repurchase certain of our Senior Unsecured Notes due July 1, 2012 with an aggregate principal amount of $137 million. In conjunction with this transaction, we settled interest rate swaps with a notional amount of $150 million that were hedging these Senior Unsecured Notes, receiving $14 million in cash. The net impact of the Senior Unsecured Notes repurchase and related interest rate swap settlement had no significant impact on Interest expense, net in the quarter ended June 13, 2009.

Facility Actions

Refranchising (gain) loss, Store closure (income) costs and Store impairment charges by reportable segment are as follows:

	Quarter ended June 13, 2009
	U.S.			YRI		China Division			Worldwide
Refranchising (gain) loss(a)	$	(1	)	$	2	$	—		$	1

Store closure (income) costs(b)	$	2		$	—	$	(1	)	$	1
Store impairment charges		12			3		6			21
Closure and impairment (income) expenses	$	14		$	3	$	5		$	22

	Quarter ended June 14, 2008
	U.S.			YRI			China Division			Worldwide
Refranchising (gain) loss(a)	$	(1	)	$	1		$	(1	)	$	(1	)

Store closure (income) costs(b)	$	(6	)	$	(1	)	$	(2	)	$	(9	)
Store impairment charges		12			1			4			17
Closure and impairment (income) expenses	$	6		$	—		$	2		$	8

	Year to date ended June 13, 2009
	U.S.			YRI		China Division		Worldwide
Refranchising (gain) loss(a)	$	(15	)	$	2	$	—	$	(13	)

Store closure (income) costs(b)	$	3		$	1	$	—	$	4
Store impairment charges		13			3		6		22
Closure and impairment (income) expenses	$	16		$	4	$	6	$	26

	Year to date ended June 14, 2008
	U.S.			YRI			China Division			Worldwide
Refranchising (gain) loss(a)	$	25		$	—		$	(1	)	$	24

Store closure (income) costs(b)	$	(8	)	$	(3	)	$	(2	)	$	(13	)
Store impairment charges		13			2			4			19
Closure and impairment (income) expenses	$	5		$	(1	)	$	2		$	6

(a)	Refranchising (gain) loss is not allocated to segments for performance reporting purposes.

(b)	Store closure (income) costs include the net gain or loss on sales of real estate on which we formerly operated a Company restaurant that was closed, lease reserves established when we cease using a property under an operating lease and subsequent adjustments to those reserves and other facility-related expenses from previously closed stores.

Assets held for sale at June 13, 2009 and December 27, 2008 total $21 million and $31 million, respectively, of U.S. property, plant and equipment and are included in Prepaid expenses and other current assets on our Condensed Consolidated Balance Sheets.

Note 5 - Recently Adopted Accounting Pronouncements

In February 2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position (“FSP”) No. 157-2, “Effective Date of FASB Statement No. 157” which permitted a one-year deferral for the implementation of SFAS No. 157, “Fair Value Measurements” (“SFAS 157”) with regard to non-financial assets and liabilities that are not recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). We adopted SFAS 157 at the beginning of 2009 for such non-financial assets and liabilities, which, for the Company, primarily includes long-lived assets, goodwill and intangibles. The fair values of such non-financial assets and liabilities at June 13, 2009 are included in the required disclosures in Note 12. The full adoption of SFAS 157 did not materially impact the measurement of these disclosed amounts.

In December 2007, the FASB issued SFAS 141R. SFAS 141R, which is broader in scope than SFAS 141, applies to all transactions or other events in which an entity obtains control of one or more businesses, and requires that the acquisition method be used for such transactions or events. SFAS 141R, with limited exceptions, will require an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date. This will result in acquisition related costs and anticipated restructuring costs related to the acquisition being recognized separately from the business combination. The Company adopted SFAS 141R on December 28, 2008. Adoption of SFAS 141R did not significantly impact the accounting for the Company’s acquisitions of franchise restaurants in the quarter or year to date ended June 13, 2009. SFAS 141R did require that our existing equity interest in the entity that operates the KFCs in Shanghai, China be remeasured at its fair value upon our acquisition of additional ownership in and consolidation of the entity (See Note 4).

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements” (“SFAS 160”). SFAS 160 amends Accounting Research Bulletin No. 51, “Consolidated Financial Statements,” and changed the accounting and reporting for noncontrolling interests, which are the portion of equity in a subsidiary not attributable, directly or indirectly, to a parent. SFAS 160 was effective for the quarter ended March 21, 2009 for the Company and requires retroactive adoption of its presentation and disclosure requirements. SFAS 160 requires us to report net income attributable to the noncontrolling interests separately on the face of our Condensed Consolidated Statements of Income. Additionally, SFAS 160 requires that the portion of equity in the entity not attributable to the Company be reported within equity, separately from the Company’s equity on the Condensed Consolidated Balance Sheets.

In 2008, the Company consolidated one entity for which a third party owned a noncontrolling interest. This entity operates the KFCs in Beijing, China. Prior to the adoption of SFAS 160, we reported Operating Profit attributable to the noncontrolling interest in the Beijing entity in Other (income) expense and the related tax impact as a reduction to our Income tax provision. Additionally, we reported the equity attributable to the noncontrolling interest in the Beijing entity within Other liabilities and deferred credits. As required, the presentation requirements of SFAS 160 were applied retroactively to the quarter and year to date ended June 14, 2008 for this noncontrolling interest.

During second quarter 2009, we began consolidating the entity that operates the KFCs in Shanghai, China in which a third party owns a noncontrolling interest (See Note 4). We are accounting for the noncontrolling interest in this entity in accordance with SFAS 160.

A reconciliation of the beginning and ending carrying amount of the equity attributable to noncontrolling interests is as follows:

Noncontrolling interest as of December 27, 2008	$	14
Net income – noncontrolling interest		4
Purchase of subsidiary shares from noncontrolling interest (See Note 4)		70
Dividends declared		(7	)
Noncontrolling interest as of June 13, 2009	$	81

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS 161”). SFAS 161 amends and expands the disclosure requirements in SFAS 133, “Accounting for Derivative Instruments and Hedging Activities”. SFAS 161 was effective for the quarter ended March 21, 2009 for the Company, and we have included the required disclosures in Note 11.

Note 6 - New Accounting Pronouncements Not Yet Adopted

In December 2008, the FASB issued FSP No. FAS 132(R)-1 (“FSP FAS 132(R)-1”), “Employers’ Disclosures about Postretirement Benefit Plan Assets,” which expands the disclosure requirements about plan assets for defined benefit pension plans and postretirement plans. FSP FAS 132(R)-1 is effective for financial statements issued for fiscal years ending after December 15, 2009, the year ending December 26, 2009 for the Company.

In April 2009, the FASB issued FSP No. FAS 157-4 (“FSP FAS 157-4”), “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability has Significantly Decreased and Identifying Transactions That Are Not Orderly” and FSP No. FAS 115-2 and FAS 124-2 (“FSP FAS 115-2”), “Recognition and Presentation of Other-Than-Temporary Impairments”. These two FSPs were issued to provide additional guidance about (1) measuring the fair value of financial instruments when the markets become inactive and quoted prices may reflect distressed transactions, and (2) recording impairment charges on investments in debt instruments. Additionally, the FASB issued FSP No. FAS 107-1 and APB 28-1 (“FSP FAS 107-1”), “Interim Disclosures about Fair Value of Financial Instruments,” to require disclosures of fair value of certain financial instruments in interim financial statements. We do not anticipate the adoption of these FSPs will materially impact the Company. These FSPs are effective for financial statements issued for interim and annual reporting periods ending after June 15, 2009, the quarter ending September 5, 2009 for the Company.

In May 2009, the FASB issued SFAS No. 165, “Subsequent Events” (“SFAS 165”). SFAS 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. We do not anticipate the adoption of SFAS 165 will materially impact the Company. SFAS 165 is effective for interim or annual financial periods ending after June 15, 2009, the quarter ending September 5, 2009 for the Company.

In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets – an amendment of FASB Statement No. 140” (“SFAS 166”) and SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)” (“SFAS 167”). SFAS 166 will require more information about transfers of financial assets, eliminates the qualifying special purpose entity (QSPE) concept, changes the requirements for derecognizing financial assets and requires additional disclosures. SFAS 167 amends FASB Interpretation No. 46(R), “Consolidation of Variable Interest Entities” regarding certain guidance for determining whether an entity is a variable interest entity and modifies the methods allowed for determining the primary beneficiary of a variable interest entity. In addition, SFAS 167 requires ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity and enhanced disclosures related to an enterprise’s involvement in a variable interest entity. We are evaluating whether the adoption of SFAS 166 and SFAS 167 will require the Company to consolidate an entity that provides loans used primarily to assist franchisees in the development of new restaurants and, to a lesser extent, in connection with the Company’s historical refranchising programs. The consolidation of this entity would increase the Company’s long-term debt by approximately $49 million with a corresponding increase to receivables. See Note 13 for additional information regarding this franchisee loan program. SFAS 166 and SFAS 167 are effective for the first annual reporting period that begins after November 15, 2009, our fiscal 2010.

In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards CodificationTM and the Hierarchy of Generally Accepted Accounting Principles – a replacement of FASB Statement No. 162” (“SFAS 168”). SFAS 168 provides for the FASB Accounting Standards CodificationTM (the “Codification”) to become the single official source of authoritative, nongovernmental U.S. generally accepted accounting principles (GAAP). The Codification did not change GAAP but reorganizes the literature. SFAS 168 is effective for interim and annual periods ending after September 15, 2009, the quarter ending December 26, 2009 for the Company.

Note 7 - Other (Income) Expense

	Quarter ended						Year to date
	6/13/09			6/14/08			6/13/09			6/14/08
Equity income from investments in unconsolidated affiliates	$	(7	)	$	(9	)	$	(17	)	$	(20	)
Gain upon consolidation of former unconsolidated affiliate in China(a)		(68	)		—			(68	)		—
Gain upon sale of investment in unconsolidated affiliate(b)		—			—			—			(100	)
Foreign exchange net (gain) loss and other		—			(4	)		1			(10	)
Other (income) expense	$	(75	)	$	(13	)	$	(84	)	$	(130	)

(a)	See Note 4 for further discussion of the consolidation of a former unconsolidated affiliate in China.

(b)	Reflects the gain recognized on the sale of our interest in our unconsolidated affiliate in Japan. See our 2008 Form 10-K for further discussion of this transaction.

Note 8 – Supplemental Balance Sheet Information

	6/13/09			12/27/08
Accounts and notes receivable	$	305		$	252
Allowance for doubtful accounts		(27	)		(23	)
Accounts and notes receivable, net	$	278		$	229

Property, plant and equipment, gross	$	7,093		$	6,897
Accumulated depreciation and amortization		(3,286	)		(3,187	)
Property, plant and equipment, net	$	3,807		$	3,710

Note 9 - Reportable Operating Segments

In connection with our U.S. business transformation measures our reported segment results began reflecting increased allocations of certain expenses in 2009 that were previously reported as unallocated and corporate G&A expenses. While our consolidated results were not impacted, we believe the revised allocation better aligns costs with accountability of our segment managers. These revised allocations are being used by our Chairman and Chief Executive Officer, in his role as chief operating decision maker, in his assessment of operating performance. We have restated segment information for the quarter and year to date ended June 14, 2008 to be consistent with the current period presentation. This resulted in a $15 million decrease in Unallocated and corporate G&A expense and increases in U.S. and YRI G&A expense of $13 million and $2 million, respectively, for the quarter ended June 14, 2008, and a $27 million decrease in Unallocated and corporate G&A expense and increases in U.S. and YRI G&A expense of $24 million and $3 million, respectively, for the year to date ended June 14, 2008.

The following tables summarize revenue and operating profit for each of our reportable operating segments:

	Quarter ended					Year to date
Revenues	6/13/09			6/14/08		6/13/09			6/14/08
United States	$	1,099		$	1,226	$	2,145		$	2,418
YRI(a)		588			730		1,169			1,431
China Division (b)		793			703		1,410			1,223
Unallocated Franchise and license fees and income(c)(f)		(4	)		—		(31	)		—
	$	2,476		$	2,659	$	4,693		$	5,072

	Quarter ended						Year to date
Operating Profit	6/13/09			6/14/08			6/13/09			6/14/08
United States	$	169		$	155		$	326		$	301
YRI		100			118			223			256
China Division (d)		105			92			236			195
Unallocated Franchise and license fees and income(c)(f)		(4	)		—			(31	)		—
Unallocated and corporate G&A expenses(f)		(43	)		(53	)		(89	)		(95	)
Unallocated Other income (expense)(e)(f)		68			4			67			110
Unallocated Refranchising gain (loss)(f)		(1	)		1			13			(24	)
Operating Profit		394			317			745			743
Interest expense, net		(43	)		(52	)		(96	)		(105	)
Income Before Income Taxes	$	351		$	265		$	649		$	638

(a)	Includes revenues of $236 million and $296 million for the quarters ended June 13, 2009 and June 14, 2008, respectively, and $469 million and $591 million for the years to date ended June 13, 2009 and June 14, 2008, respectively, for entities in the United Kingdom.

(b)	Includes revenues of approximately $727 million and $625 million for the quarters ended June 13, 2009 and June 14, 2008, respectively, and approximately $1.3 billion and $1.1 billion for the years to date ended June 13, 2009 and June 14, 2008, respectively, in mainland China.

(c)	Amount consists of reimbursements to, or obligations to reimburse, KFC franchisees for installation costs of ovens for the national launch of Kentucky Grilled Chicken. See Note 4.

(d)	Includes equity income from investments in unconsolidated affiliates of $7 million and $9 million for the quarters ended June 13, 2009 and June 14, 2008, respectively, and $17 million and $19 million for years to date ended June 13, 2009 and June 14, 2008, respectively, for the China Division.

(e)	The quarter and year to date ended June 13, 2009 includes a $68 million gain recognized upon our acquisition of additional ownership in, and consolidation of, the operating entity that owns the KFCs in Shanghai, China. See Note 4 for further discussion of this transaction. The year to date ended June 14, 2008 includes a $100 million gain recognized on the sale of our interest in our unconsolidated affiliate in Japan. See our 2008 Form 10-K for further discussion of this transaction.

(f)	Amounts have not been allocated to the U.S., YRI or China Division segments for performance reporting purposes.

Note 10 - Pension Benefits

We sponsor noncontributory defined benefit pension plans covering certain full-time salaried and hourly U.S. employees. The most significant of these plans, the YUM Retirement Plan (the “Plan”), is funded while benefits from the other U.S. plans are paid by the Company as incurred. During 2001, the plans covering our U.S. salaried employees were amended such that any salaried employee hired or rehired by YUM after September 30, 2001 is not eligible to participate in those plans. We also sponsor various defined benefit pension plans covering certain of our non-U.S. employees, the most significant of which are in the United Kingdom (“U.K.”). Our plans in the U.K. have previously been amended such that new employees are not eligible to participate in these plans.

The components of net periodic benefit cost associated with our U.S. pension plans and significant International pension plans are as follows:

	U.S. Pension Plans						International Pension Plans
	Quarter ended						Quarter ended
	6/13/09			6/14/08			6/13/09			6/14/08
Service cost	$	6		$	7		$	1		$	2
Interest cost		14			12			1			2
Expected return on plan assets		(14	)		(12	)		(2	)		(3	)
Amortization of net loss		3			1			1			—
Net periodic benefit cost	$	9		$	8		$	1		$	1

	U.S. Pension Plans						International Pension Plans
	Year to date						Year to date
	6/13/09			6/14/08			6/13/09			6/14/08
Service cost	$	12		$	14		$	2		$	4
Interest cost		27			24			3			4
Expected return on plan assets		(27	)		(24	)		(3	)		(5	)
Amortization of net loss		6			3			1			—
Net periodic benefit cost	$	18		$	17		$	3		$	3

We made contributions of $84 million to the Plan during the year to date ended June 13, 2009. Required contributions to the Plan, if any, for the remainder of 2009 are not expected to be significant. However, we may choose to make additional discretionary contributions as part of our overall capital structure strategy. We contributed $6 million to our U.K. plans during the year to date ended June 13, 2009. The U.K. plans are currently under review to determine if additional pension funding payments will be committed to in 2009.

Note 11 - Derivative Instruments

The Company is exposed to certain market risks relating to its ongoing business operations. The primary market risks managed by using derivative instruments are interest rate risk and cash flow volatility arising from foreign currency fluctuations.

We enter into interest rate swaps with the objective of reducing our exposure to interest rate risk and lowering interest expense for a portion of our debt. Under the contracts, we agree with other parties to exchange, at specified intervals, the difference between variable rate and fixed rate amounts calculated on a notional principal amount. At June 13, 2009, our interest rate derivative instruments outstanding had notional amounts of $625 million. These swaps have reset dates and floating rate indices which match those of our underlying fixed-rate debt and have been designated as fair value hedges of a portion of that debt. As the swaps qualify for the short-cut method under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”, no ineffectiveness has been recorded.

We enter into foreign currency forward contracts with the objective of reducing our exposure to cash flow volatility arising from foreign currency fluctuations associated with certain foreign currency denominated intercompany short-term receivables and payables. The notional amount, maturity date, and currency of these contracts match those of the underlying receivables or payables. For those foreign currency exchange forward contracts that we have designated as cash flow hedges, we measure ineffectiveness by comparing the cumulative change in the forward contract with the cumulative change in the hedged item. At June 13, 2009, foreign currency forward contracts outstanding had a total notional amount of $512 million.

The fair values of derivatives designated as hedging instruments under SFAS 133 at the quarter ended June 13, 2009 were:

		Fair Value		Condensed Consolidated Balance Sheet Location
	Interest Rate Swaps	$	40	Other assets
	Foreign Currency Forwards – Asset		25	Prepaid expenses and other current assets
	Foreign Currency Forwards – Liability		(8)	Accounts payable and other current liabilities
	Total	$	57

The unrealized gains associated with our interest rate swaps that hedge the interest rate risk for a portion of our debt have been reported as an addition of $35 million to long-term debt at June 13, 2009. During the quarter and year to date ended June 13, 2009, Interest expense, net was reduced by $15 million and $18 million, respectively, for recognized gains on these interest rate swaps, including $13 million related to the settlement of interest rate swaps that were hedging the 2012 Senior Notes that were extinguished (See Note 4).

For our foreign currency forward contracts the following effective portions of gains and losses were recognized into Other Comprehensive Income (“OCI”) and reclassified into income from OCI in the quarter and year to date ended June 13, 2009.

	Quarter ended		Year to date
Gains (losses) recognized into OCI, net of tax	$	(9)	$	5
Gains (losses) reclassified from Accumulated OCI into income, net of tax	$	(9)	$	(3)

The gains/losses reclassified from Accumulated OCI into income were recognized as Other income in our Condensed Consolidated Statement of Income, largely offsetting foreign currency transaction losses/gains recorded when the related intercompany receivables and payables were adjusted for foreign currency fluctuations. Changes in fair values of the foreign currency forwards recognized directly in our results of operations either from ineffectiveness or exclusion from effectiveness testing were insignificant in the quarter and year to date ended June 13, 2009.

Additionally, we had a net deferred loss of $10 million, net of tax, as of June 13, 2009 within Accumulated OCI due to treasury locks and forward starting interest rate swaps that were cash settled in previous years. The majority of this loss arose from the settlement of forward starting interest rate swaps entered into prior to the issuance of Senior Unsecured Notes due in 2037 and is being reclassified into earnings through 2037 to interest expense. In the quarter and year to date ended June 13, 2009, an insignificant amount was reclassified from Accumulated OCI to Interest expense, net as a result of these previously settled cash flow hedges.

As a result of the use of derivative instruments, the Company is exposed to risk that the counterparties will fail to meet their contractual obligations. Recent adverse developments in the global financial and credit markets could negatively impact the creditworthiness of our counterparties and cause one or more of our counterparties to fail to perform as expected. To mitigate the counterparty credit risk, we only enter into contracts with carefully selected major financial institutions based upon their credit ratings and other factors, and continually assess the creditworthiness of counterparties. At June 13, 2009, all of the counterparties to our interest rate swaps and foreign currency forwards had investment grade ratings. To date, all counterparties have performed in accordance with their contractual obligations.

Note 12 - Fair Value Measurements

The following table presents the fair values for those assets and liabilities measured on a recurring basis as of June 13, 2009 and December 27, 2008:

			Fair Value Measurements at June 13, 2009
Description	Total		Level 1(a)		Level 2(b)		Level 3(c)
Foreign Currency Forwards, net	$	17	$	—	$	17	$	—
Interest Rate Swaps, net		40		—		40		—
Other Investments(d)		11		11		—		—
Total	$	68	$	11	$	57	$	—

			Fair Value Measurements at December 27, 2008
Description	Total		Level 1(a)		Level 2(b)		Level 3(c)
Foreign Currency Forwards, net	$	12	$	—	$	12	$	—
Interest Rate Swaps, net		62		—		62		—
Other Investments(d)		10		10		—		—
Total	$	84	$	10	$	74	$	—

The following table presents the fair values for those assets and liabilities measured on a non-recurring basis and remaining on our Condensed Consolidated Balance Sheet as of June 13, 2009 and the losses recognized from all such measurements during the quarter and year to date ended June 13, 2009:

			Fair Value Measurements Using						Total Losses
Description	As of June 13, 2009		Level 1(a)		Level 2(b)		Level 3(c)		Quarter		Year to date
Long-lived assets held for use	$	19	$	—	$	—	$	19	$	21	$	24

(a)	Inputs based upon quoted prices in active markets for identical assets.

(b)	Inputs other than quoted prices included within Level 1 that are observable for the asset, either directly or indirectly.

(c)	Inputs that are unobservable for the asset.

(d)	The Other Investments include investments in mutual funds, which are used to offset fluctuations in deferred compensation liabilities that employees have chosen to invest in phantom shares of a Stock Index Fund or Bond Index Fund.

In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS 144”), we review our long-lived assets (primarily property, plant and equipment and allocated intangible assets subject to amortization) related to each restaurant that we are currently operating and have not offered to refranchise, semi-annually for impairment, or whenever events or changes in circumstances indicate that the carrying amount of a restaurant may not be recoverable. We evaluate restaurants using a “two-year history of operating losses” as our primary indicator of potential impairment. Based on the best information available, we write down an impaired restaurant to its estimated fair market value, which becomes its new cost basis. Fair value is determined by discounting the forecasted after tax cash flows of the restaurant. The discount rate is our estimate of the required rate of return that a third-party buyer would expect to receive when purchasing a restaurant or groups of restaurants and its related long-lived assets. The discount rate incorporates observed rates of returns for historical refranchising market transactions and we believe it is commensurate with the risks and uncertainty inherent in the forecasted cash flows. We limit assumptions about important factors such as sales growth and margin improvement to those that are supportable based upon our plans for the store and actual results at comparable restaurants.

Additionally, when we have offered to refranchise stores or groups of stores for a price less than their carrying value, but do not believe the store(s) have met the criteria to be classified as held for sale, we recognize impairment at the offer date for any excess of carrying value over the expected sales proceeds plus holding period cash flows, if any. Such impairment is classified as refranchising loss.

Long-lived assets held for use presented in the table above include restaurants or groups of restaurants that were impaired as a result of our semi-annual impairment review or restaurants not meeting held for sale criteria that have been offered for sale at a price less than their carrying value during the quarter and year to date ended June 13, 2009. Of the $21 million in impairment charges shown in the table above for the quarter ended June 13, 2009, $17 million was included in Closures and impairment (income) expenses and $4 million was included in Refranchising (gain) loss in the Condensed Consolidated Statements of Income. For the $24 million of impairment charges shown in the table above for the year to date ended June 13, 2009, $17 million was included in Closures and impairment (income) expenses and $7 million was included in Refranchising (gain) loss.

Note 13 - Guarantees, Commitments and Contingencies

Lease Guarantees

As a result of (a) assigning our interest in obligations under real estate leases as a condition to the refranchising of certain Company restaurants; (b) contributing certain Company restaurants to unconsolidated affiliates; and (c) guaranteeing certain other leases, we are frequently contingently liable on lease agreements. These leases have varying terms, the latest of which expires in 2026. As of June 13, 2009, 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 June 13, 2009 was approximately $375 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 make payments under these leases. Accordingly, the liability recorded for our probable exposure under such leases at June 13, 2009 was not material.

Franchise Loan Pool and Equipment Guarantees

We have provided a partial guarantee of approximately $15 million of a franchisee loan program used primarily to assist franchisees in the development of new restaurants and, to a lesser extent, in connection with the Company’s historical refranchising programs at June 13, 2009. We have also provided two letters of credit totaling approximately $23 million in support of the franchisee loan program. One such letter of credit could be used if we fail to meet our obligations under our guarantee. The other letter of credit could be used, in certain circumstances, to fund our participation in the funding of the franchisee loan program. The total loans outstanding under the loan pool were approximately $49 million at June 13, 2009.

In addition to the guarantee described above, YUM has provided guarantees of approximately $37 million on behalf of franchisees for several equipment financing programs related to specific initiatives, the most significant of which was the purchase of ovens by KFC franchisees for the launch of Kentucky Grilled Chicken. We have provided a letter of credit totaling $5 million which could be used if we fail to meet our obligations under our guarantee under one equipment financing program. The total loans outstanding under these equipment financing programs were approximately $46 million at June 13, 2009.

Insurance Programs

We are self-insured for a substantial portion of our current and prior years’ coverage including workers’ compensation, employment practices liability, general liability, automobile liability and property losses (collectively, “property and casualty losses”). To mitigate the cost of our exposures for certain property and casualty losses, we make annual decisions to self-insure the risks of loss up to defined maximum per occurrence retentions on a line by line basis or to combine certain lines of coverage into one loss pool with a single self-insured aggregate retention. The Company then purchases insurance coverage, up to a certain limit, for losses that exceed the self-insurance per occurrence or aggregate retention. The insurers’ maximum aggregate loss limits are significantly above our actuarially determined probable losses; therefore, we believe the likelihood of losses exceeding the insurers’ maximum aggregate loss limits is remote.

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, healthcare and long-term disability claims, including reported and incurred but not reported claims, based on information provided by independent actuaries.

Due to the inherent volatility of actuarially determined property and casualty loss estimates, it is reasonably possible that we could 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.

Legal Proceedings

We are subject to various claims and contingencies related to lawsuits, real estate, environmental and other matters arising in the normal course of business. We provide reserves for such claims and contingencies when payment is probable and reasonably estimable in accordance with SFAS No. 5, “Accounting for Contingencies.”

On November 26, 2001, Kevin Johnson, a former LJS restaurant manager, filed a collective action against LJS in the United States District Court for the Middle District of Tennessee alleging violation of the Fair Labor Standards Act (“FLSA”) on behalf of himself and allegedly similarly-situated LJS general and assistant restaurant managers. Johnson alleged that LJS violated the FLSA by perpetrating a policy and practice of seeking monetary restitution from LJS employees, including Restaurant General Managers (“RGMs”) and Assistant Restaurant General Managers (“ARGMs”), when monetary or property losses occurred due to knowing and willful violations of LJS policies that resulted in losses of company funds or property, and that LJS had thus improperly classified its RGMs and ARGMs as exempt from overtime pay under the FLSA. Johnson sought overtime pay, liquidated damages, and attorneys’ fees for himself and his proposed class.

LJS moved the Tennessee district court to compel arbitration of Johnson’s suit. The district court granted LJS’s motion on June 7, 2004, and the United States Court of Appeals for the Sixth Circuit affirmed on July 5, 2005.

On December 19, 2003, while the arbitrability of Johnson’s claims was being litigated, former LJS managers Erin Cole and Nick Kaufman, represented by Johnson’s counsel, initiated an arbitration with the American Arbitration Association (“AAA”) (the “Cole Arbitration”). The Cole Claimants sought a collective arbitration on behalf of the same putative class as alleged in the Johnson lawsuit and alleged the same underlying claims.

On June 15, 2004, the arbitrator in the Cole Arbitration issued a Clause Construction Award, finding that LJS’s Dispute Resolution Policy did not prohibit Claimants from proceeding on a collective or class basis. LJS moved unsuccessfully to vacate the Clause Construction Award in federal district court in South Carolina. On September 19, 2005, the arbitrator issued a Class Determination Award, finding, inter alia, that a class would be certified in the Cole Arbitration on an “opt-out” basis, rather than as an “opt-in” collective action as specified by the FLSA.

On January 20, 2006, the district court denied LJS’s motion to vacate the Class Determination Award and the United States Court of Appeals for the Fourth Circuit affirmed the district court’s decision on January 28, 2008. A petition for a writ of certiorari filed in the United States Supreme Court seeking a review of the Fourth Circuit’s decision was denied on October 7, 2008. The parties participated in mediation on April 24, 2008, and again on February 28, 2009, without reaching resolution. Arbitration on liability during a portion of the alleged restitution policy period is currently scheduled for November, 2009.

LJS expects that, based on the rulings issued to date in this matter, the Cole Arbitration will more likely than not proceed as an “opt-out” class action, rather than as an “opt-in” collective action. LJS denies liability and is vigorously defending the claims in the Cole Arbitration. We have provided for a reasonable estimate of the cost of the Cole Arbitration, taking into account a number of factors, including our current projection of eligible claims, the estimated amount of each eligible claim, the estimated claim recovery rate, the estimated legal fees incurred by Claimants and the reasonable settlement value of this and other wage and hour litigation matters. However, in light of the inherent uncertainties of litigation, the fact-specific nature of Claimants’ claims, and the novelty of proceeding in an FLSA lawsuit on an “opt-out” basis, there can be no assurance that the arbitration will not result in losses in excess of those currently provided for in our Condensed Consolidated Financial Statements.

On August 4, 2006, a putative class action lawsuit against Taco Bell Corp. styled Rajeev Chhibber vs. Taco Bell Corp. was filed in Orange County Superior Court. On August 7, 2006, another putative class action lawsuit styled Marina Puchalski v. Taco Bell Corp. was filed in San Diego County Superior Court. Both lawsuits were filed by a Taco Bell RGM purporting to represent all current and former RGMs who worked at corporate-owned restaurants in California from August 2002 to the present. The lawsuits allege violations of California’s wage and hour laws involving unpaid overtime and meal period violations and seek unspecified amounts in damages and penalties. As of September 7, 2006, both cases have been consolidated in San Diego County.

Based on plaintiffs’ revised class definition in their class certification motion, Taco Bell removed the case to federal court in San Diego on August 29, 2008. On March 17, 2009, the court granted plaintiffs’ motion to remand. A hearing on plaintiffs’ class certification motion has been continued to September 25, 2009.

Taco Bell denies liability and intends to vigorously defend against all claims in this lawsuit. However, in view of the inherent uncertainties of litigation, the outcome of this case cannot be predicted at this time. Likewise, the amount of any potential loss cannot be reasonably estimated.

On September 10, 2007, a putative class action against Taco Bell Corp., the Company and other related entities styled Sandrika Medlock v. Taco Bell Corp., was filed in United States District Court, Eastern District, Fresno, California. The case was filed on behalf of all hourly employees who have worked for the defendants within the last four years and alleges numerous violations of California labor laws including unpaid overtime, failure to pay wages on termination, denial of meal and rest breaks, improper wage statements, unpaid business expenses and unfair or unlawful business practices in violation of California Business & Professions Code §17200. The Company was dismissed from the case without prejudice on January 10, 2008.

On April 11, 2008, Lisa Hardiman filed a Private Attorneys General Act (“PAGA”) complaint in the Superior Court of the State of California, County of Fresno against Taco Bell Corp., the Company and other related entities. This lawsuit, styled Lisa Hardiman vs. Taco Bell Corp., et al., is filed on behalf of Hardiman individually and all other aggrieved employees pursuant to PAGA. The complaint seeks penalties for alleged violations of California’s Labor Code. On June 25, 2008, Hardiman filed an amended complaint adding class action allegations on behalf of hourly employees in California very similar to the Medlock case, including allegations of unpaid overtime, missed meal and rest periods, improper wage statements, non-payment of wages upon termination, unreimbursed business expenses and unfair or unlawful business practices in violation of California Business & Professions Code §17200.

On June 16, 2008, a putative class action lawsuit against Taco Bell Corp. and the Company, styled Miriam Leyva vs. Taco Bell Corp., et al., was filed in Los Angeles Superior Court. The case was filed on behalf of Leyva and purportedly all other California hourly employees and alleges failure to pay overtime, failure to provide meal and rest periods, failure to pay wages upon discharge, failure to provide itemized wage statements, unfair business practices and wrongful termination and discrimination. The Company was dismissed from the case without prejudice on August 20, 2008.

On November 5, 2008, a putative class action lawsuit against Taco Bell Corp. and the Company styled Loraine Naranjo vs. Taco Bell Corp., et al., was filed in Orange County Superior Court. The case was filed on behalf of Naranjo and purportedly all other California employees and alleges failure to pay overtime, failure to reimburse for business related expenses, improper wage statements, failure to pay accrued vacation wages, failure to pay minimum wage and unfair business practices. The Company filed a motion to dismiss on December 15, 2008, which was denied on January 20, 2009.

Taco Bell moved to consolidate the Medlock, Hardiman, Leyva and Naranjo matters and the court granted the motion to consolidate on May 19, 2009. The consolidated case is styled In Re Taco Bell Wage and Hour Actions. Plaintiffs filed a consolidated complaint on June 29, 2009, and the court set a filing deadline of August 26, 2010 for motions regarding class certification. The hearing on any class certification motion is currently scheduled for January 2011. Discovery is underway.

On March 26, 2009, Taco Bell was served with a putative class action lawsuit filed in Orange County Superior Court against Taco Bell and the Company styled Endang Widjaja vs. Taco Bell Corp., et al. The case was filed on behalf of Widjaja, a former California hourly assistant manager, and purportedly all other individuals employed in Taco Bell’s California restaurants as managers and alleges failure to reimburse for business related expenses, failure to provide rest periods, unfair business practices and conversion. This case appears to be duplicative of Taco Bell’s pending consolidated hourly class action case (In Re Taco Bell Wage and Hour Actions). Taco Bell removed the case to federal district court and filed a notice of related case. On June 18, 2009 the case was transferred to the Eastern District of California where the In Re Taco Bell Wage and Hour Actions case is pending and was subsequently transferred to the same district court judge. Taco Bell requested that the court consolidate this case with the In Re Taco Bell Wage and Hour Actions, and the court deferred its decision pending a noticed motion.

On October 14, 2008, a putative class action, styled Kenny Archila v. KFC U.S. Properties, Inc., was filed in California state court on behalf of all California hourly employees alleging various California Labor Code violations, including rest and meal break violations, overtime violations, wage statement violations and waiting time penalties. KFC removed the case to the United States District Court for the Central District of California on January 7, 2009. On July 7, 2009, the Judge ruled that the case will not go forward as a class action. Plaintiff seeks recovery of civil penalties under the California Private Attorney General Act as a representative of other “aggrieved employees.” Discovery is now complete, and a trial date has been set for August 11, 2009.

KFC denies liability and intends to vigorously defend against all claims in this lawsuit. However, in view of the inherent uncertainties of litigation, the outcome of this case cannot be predicted at this time. Likewise, the amount of any potential loss cannot be reasonably estimated.

On December 17, 2002, Taco Bell was named as the defendant in a class action lawsuit filed in the United States District Court for the Northern District of California styled Moeller, et al. v. Taco Bell Corp. On August 4, 2003, plaintiffs filed an amended complaint that alleges, among other things, that Taco Bell has discriminated against the class of people who use wheelchairs or scooters for mobility by failing to make its approximately 220 company-owned restaurants in California accessible to the class. Plaintiffs contend that queue rails and other architectural and structural elements of the Taco Bell restaurants relating to the path of travel and use of the facilities by persons with mobility-related disabilities do not comply with the U.S. Americans with Disabilities Act (the “ADA”), the Unruh Civil Rights Act (the “Unruh Act”), and the California Disabled Persons Act (the “CDPA”). Plaintiffs have requested: (a) an injunction from the District Court ordering Taco Bell to comply with the ADA and its implementing regulations; (b) that the District Court declare Taco Bell in violation of the ADA, the Unruh Act, and the CDPA; and (c) monetary relief under the Unruh Act or CDPA. Plaintiffs, on behalf of the class, are seeking the minimum statutory damages per offense of either $4,000 under the Unruh Act or $1,000 under the CDPA for each aggrieved member of the class. Plaintiffs contend that there may be in excess of 100,000 individuals in the class.

On February 23, 2004, the District Court granted plaintiffs' motion for class certification. The class includes claims for injunctive relief and minimum statutory damages.

Pursuant to the parties’ agreement, on or about August 31, 2004, the District Court ordered that the trial of this action be bifurcated so that stage one will resolve plaintiffs’ claims for equitable relief and stage two will resolve plaintiffs’ claims for damages. The parties are currently proceeding with the equitable relief stage of this action.

On May 17, 2007, a hearing was held on plaintiffs’ Motion for Partial Summary Judgment seeking judicial declaration that Taco Bell was in violation of accessibility laws as to three specific issues: indoor seating, queue rails and door opening force. On August 8, 2007, the court granted plaintiffs’ motion in part with regard to dining room seating. In addition, the court granted plaintiffs’ motion in part with regard to door opening force at some restaurants (but not all) and denied the motion with regard to queue lines.

The parties participated in mediation on March 25, 2008, and again on March 26, 2009, without reaching resolution. The court granted Taco Bell’s request for an extension to file its motion for summary judgment on the ADA claims until October 20, 2009. A hearing on the motion is now scheduled for December 16, 2009.

Taco Bell has denied liability and intends to vigorously defend against all claims in this lawsuit. Taco Bell has taken certain steps to address potential architectural and structural compliance issues at the restaurants in accordance with applicable state and federal disability access laws. The costs associated with addressing these issues have not significantly impacted our results of operations. It is not possible at this time to reasonably estimate the probability or amount of liability for monetary damages on a class wide basis to Taco Bell.

On March 14, 2007, a lawsuit styled Boskovich Farms, Inc. v. Taco Bell Corp. and Does 1 through 100 was filed in the Superior Court of the State of California, Orange County. Boskovich Farms, a supplier of produce to Taco Bell, alleges in its Complaint, among other things, that it suffered damage to its reputation and business as a result of publications and/or statements it claims were made by Taco Bell in connection with Taco Bell’s reporting of results of certain tests conducted during investigations on green onions used at Taco Bell restaurants. The parties participated in mediation on April 10, 2008, without reaching resolution. An arbitration panel has been selected, and the arbitration is currently scheduled for September, 2009. The Company denies liability and intends to vigorously defend against all claims in any arbitration and the lawsuit. However, in view of the inherent uncertainties of litigation, the outcome of this case cannot be predicted at this time. Likewise, the amount of any potential loss cannot be reasonably estimated.

Item 2.

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 unaudited Condensed Consolidated Financial Statements (“Financial Statements”), the Cautionary Note Regarding Forward-Looking Statements and our annual report on Form 10-K for the fiscal year ended December 27, 2008. Throughout the MD&A, YUM! Brands, Inc. (“YUM” or the “Company”) makes reference to certain performance measures as described below.

·	The Company provides the percentage changes excluding the impact of foreign currency translation. These amounts are derived by translating current year results at prior year average exchange rates. We believe the elimination of the foreign currency translation impact provides better year-to-year comparability without the distortion of foreign currency fluctuations.

·	System sales growth includes the results of all restaurants regardless of ownership, including Company-owned, franchise, unconsolidated affiliate and license restaurants. Sales of franchise, unconsolidated affiliate and license restaurants generate franchise and license fees for the Company (typically at a rate of 4% to 6% of sales). Franchise, unconsolidated affiliate and license restaurant sales are not included in Company sales on the Condensed Consolidated Statements of Income; however, the franchise and license fees 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 revenue drivers, Company and franchise same store sales as well as net unit development.

·	Same store sales is the estimated growth in sales of all restaurants that have been open one year or more.

·	Company restaurant margin as a percentage of sales is defined as Company sales less expenses incurred directly by our Company restaurants in generating Company sales divided by Company sales.

·	Operating margin is defined as Operating Profit divided by Total revenues.

All Note references herein refer to the accompanying Notes to the Financial Statements. Tabular amounts are displayed in millions except per share and unit count amounts, or as otherwise specifically identified.

Description of Business

YUM is the world’s largest restaurant company based on number of system units, with more than 36,000 units in more than 110 countries and territories operating under the KFC, Pizza Hut, Taco Bell, Long John Silver’s and A&W All-American Food Restaurants brands. Four of the Company’s restaurant brands – KFC, Pizza Hut, Taco Bell and Long John Silver’s – are the global leaders in the quick-service chicken, pizza, Mexican-style food and seafood categories, respectively. Of the over 36,000 restaurants, 21% are operated by the Company, 73% are operated by franchisees and unconsolidated affiliates and 6% are operated by licensees.

YUM’s business consists of three reporting segments: United States, YUM Restaurants International (“YRI” or “International Division”) and YUM Restaurants China (“China Division”). The China Division includes mainland China (“China”), Thailand and KFC Taiwan, and YRI includes the remainder of our international operations. The China Division and YRI have been experiencing dramatic growth and now represent nearly 60% of the Company’s operating profits. The U.S. business operates in a highly competitive marketplace resulting in slower profit growth, but continues to produce strong cash flows.

Strategies

The Company continues to focus on four key strategies:

Build Leading Brands in China in Every Significant Category – The Company has developed the KFC and Pizza Hut brands into the leading quick service and casual dining restaurants, respectively, in mainland China. Additionally, the Company owns and operates the distribution system for its restaurants in mainland China which we believe provides a significant competitive advantage. Given this strong competitive position, a rapidly growing economy and a population of 1.3 billion in mainland China, the Company is rapidly adding KFC and Pizza Hut Casual Dining restaurants and testing the additional restaurant concepts of Pizza Hut Home Service (pizza delivery) and East Dawning (Chinese food). Our ongoing earnings growth model includes annual system-sales growth of 20% in mainland China driven by new unit development each year, which we expect to drive annual Operating Profit growth of 20% in the China Division.

Drive Aggressive International Expansion and Build Strong Brands Everywhere – The Company and its franchisees opened over 900 new restaurants in 2008 in the Company’s International Division, representing 9 straight years of opening over 700 restaurants. The International Division generated $528 million in Operating Profit in 2008 up from $186 million in 1998. The Company expects to continue to experience strong growth by building our existing markets and growing in new markets including India, France and Russia. Our ongoing earnings growth model includes annual Operating Profit growth of 10% driven by new unit development and same store sales growth for YRI. New unit development is expected to contribute to system sales growth of at least 6% each year.

Dramatically Improve U.S. Brand Positions, Consistency and Returns – The Company continues to focus on improving its U.S. position through differentiated products and marketing and an improved customer experience. The Company also strives to provide industry leading new product innovation which adds sales layers and expands day parts. We are the leader in multibranding, with more than 5,000 restaurants providing customers two or more of our brands at a single location. We continue to evaluate our returns and ownership positions with an earn the right to own philosophy on Company owned restaurants. Our ongoing earnings growth model calls for annual Operating Profit growth of 5% in the U.S. with same store sales growth of 2% to 3% and leverage of our General and Administrative (“G&A”) infrastructure.

Drive Industry-Leading, Long-Term Shareholder and Franchisee Value – The Company is focused on delivering high returns and returning substantial cash flows to its shareholders via share repurchases and dividends. The Company has one of the highest returns on invested capital in the Quick Service Restaurants (“QSR”) industry. Additionally, 2008 was the fourth consecutive year in which the Company returned over $1.1 billion to its shareholders through share repurchases and dividends. The Company is targeting an annual dividend payout ratio of 35% to 40% of net income.

Details of our 2009 Guidance by division and updates can be found online at http://www.yum.com/investors.

Quarter Ended June 13, 2009 Highlights

·	International development of 328 new restaurants including 118 new units in mainland China and 193 in YRI.

·	Worldwide system sales growth prior to foreign currency translation of 3% including 8% in mainland China, 6% in YRI, and a 1% decline in the U.S.

·	Worldwide restaurant margin improved 1.7 percentage points driven by the combination of prior year pricing, flat commodity costs and refranchising; all three divisions improved margins.

·	Worldwide operating profit growth of 31%, excluding foreign currency translation, including a $68 million gain recognized upon the consolidation of an entity that operates KFCs in Shanghai, China. Each of our divisions generated profit growth: 11% in the China Division, 8% in the U.S. and 6% for YRI.

·	EPS growth was negatively impacted by foreign currency translation of approximately $0.03 per share partially offset by the benefit of last year’s substantial share repurchases, which reduced average shares outstanding by 3%.

All preceding comparisons are versus the same period a year ago.

Significant Known Events, Trends or Uncertainties Impacting or Expected to Impact Comparisons of Reported or Future Results

The following factors impacted comparability of operating performance for the quarters and/or years to date ended June 13, 2009 and June 14, 2008 and/or could impact comparability with the remainder of our results in 2009 or beyond. Certain of these factors were previously discussed in our 2008 Form 10-K.

Restaurant Margin

In the U.S., restaurant margin as a percentage of sales increased 2.3 percentage points and 1.6 percentage points versus the quarter and year to date ended June 14, 2008, respectively. In the China Division, restaurant margin as a percentage of sales increased 0.8 percentage points and 1.2 percentage points versus the quarter and year to date ended June 14, 2008, respectively. These improvements were largely driven by pricing actions we took or have previously taken, as well as moderating commodity inflation partially offset by lower same store sales. For the quarter ended June 13, 2009, we experienced commodity deflation of $4 million in both our U.S. and China Divisions. For the year ended June 13, 2009 U.S. commodity inflation was $5 million and the China Division experienced commodity deflation of $1 million. We expect the commodity deflation to continue in the second half of 2009 resulting in commodity deflation of about $10 million in the U.S. and nearly $50 million in the China Division for the balance of the year. On a full year basis, same store sales are expected to decline slightly in the U.S. and remain about flat in mainland China partially offsetting this anticipated commodity deflation. For the full year we anticipate that the U.S. and China Divisions restaurant margins will each be up at least 1 percentage point versus 2008.

YRI’s restaurant margin as a percentage of sales in the second half of 2009 is expected to be positively impacted by same store sales growth partially offset by moderate commodity inflation. YRI’s commodity costs, as compared to the U.S. and China Divisions, are more significantly impacted by a higher percentage of fixed price commodity commitments and the impact of a strengthening U.S. Dollar on commodity purchases denominated in that currency.

Impact of Foreign Currency Translation on Operating Profit

Changes in foreign currency exchange rates negatively impacted the translation of our foreign currency denominated Operating Profit in our International Division by $24 million and $45 million for the quarter and year to date ended June 13, 2009, respectively, and positively impacted Operating Profit in our China Division by $3 million and $9 million for the quarter and year to date ended June 13, 2009, respectively. Given the nature and volatility of the foreign currency markets the full year forecasted foreign currency impact is difficult to quantify. However, for YRI we currently expect Operating Profit to be negatively impacted by foreign currency translation of nearly $25 million in the second half of the year. We do not anticipate that the impact of foreign currency translation on the China Division’s Operating Profit will be significant in the remainder of 2009.

U.S. Business Transformation

As part of our plan to transform our U.S. business we took several measures in 2008 and are taking similar measures in 2009 that we do not believe are indicative of our ongoing operations. These measures (“the U.S. business transformation measures”) include: expansion of our U.S. refranchising, potentially reducing our Company ownership in the U.S. to below 10%; charges relating to G&A productivity initiatives and realignment of resources (primarily severance and early retirement costs); and investments in our U.S. Brands made on behalf of our franchisees such as equipment purchases. As discussed in Note 4, we are not including the impacts of these U.S. business transformation measures in our U.S. segment for performance reporting purposes.

We recorded pre-tax gains of $1 million and $15 million from refranchising in the U.S. for the quarter and year to date ended June 13, 2009, respectively. We recorded a pre-tax gain of $1 million and a pre-tax loss of $25 million from refranchising in the U.S. for the quarter and year to date ended June 14, 2008, respectively. The refranchising losses recorded for the year to date ended June 14, 2008 were primarily due to our refranchising of, or our offers to refranchise, stores or groups of stores for a price less than their carrying values. The refranchising gains and losses are more fully discussed in Note 4 and the Store Portfolio Strategy Section of the MD&A.

In connection with our G&A productivity initiatives and realignment of resources we recorded pre-tax charges of $5 million and $2 million in the quarters ended June 13, 2009 and June 14, 2008, respectively. In the years to date ended June 13, 2009 and June 14, 2008, we recorded pre-tax charges of $9 million and $7 million, respectively.

In 2009, we currently expect to refranchise 500 restaurants in the U.S. The impact of this refranchising on our 2009 results will be determined by the stores that we are able to sell and the specific prices we are able to obtain for these stores.

We currently anticipate ongoing G&A savings of at least $70 million, primarily within the U.S. segment, as a result of the U.S. business transformation measures we took in 2008 and are taking in 2009.

Consolidation of a Former Unconsolidated Affiliate in China

On May 4, 2009 we acquired an additional 7% ownership in the entity that operates more than 200 KFCs in Shanghai, China for $12 million, increasing our ownership to 58%. This entity has historically been accounted for as an unconsolidated affiliate under the equity method of accounting. Concurrent with the acquisition we received additional rights in the governance of the entity and thus we began consolidating the entity upon acquisition. As required by Statement of Financial Accounting Standards (“SFAS”) No. 141(R), “Business Combinations”, we remeasured our previously held 51% ownership, which had a recorded value of $17 million at the date of acquisition, in the entity at fair value and recognized a gain of $68 million accordingly. This gain, which resulted in no related income tax expense, was recorded in Other (income) expense in our Condensed Consolidated Statements of Income and was not allocated to any segment for performance reporting purposes.

Under the equity method of accounting, we previously reported our 51% share of the net income of the unconsolidated affiliate (after interest expense and income taxes) as Other (income) expense in the Condensed Consolidated Statements of Income. We also recorded a franchise fee for the royalty received from the stores owned by the unconsolidated affiliate. From the date of the acquisition through May 31, 2009 (our China Division’s second quarter end), we reported Company sales and the associated restaurant costs, general and administrative expense, interest expense and income taxes associated with the restaurants previously unconsolidated in the appropriate line items of our Condensed Consolidated Statement of Income. We no longer recorded franchise fee income for these restaurants nor did we report Other (income) expense as we did under the equity method of accounting. Net income attributable to our partner’s ownership percentage is recorded as Net Income-noncontrolling interest within our Condensed Consolidated Statements of Income. For the quarter ended June 13, 2009 the consolidation of this entity increased Company sales by $23 million and decreased Franchise and license fees and income by $1 million. The impacts of consolidation on all other line items within our Condensed Consolidated Statement of Income were not significant for the quarter ended June 13, 2009. For the full year we expect the China Division’s Company sales to increase by approximately $200 million and Franchise and license fees and income to decrease by approximately $12 million as a result of this transaction. We do not expect the full year impact on Operating Profit or Net Income – YUM! Brands, Inc. to be significant.

Sale of our Interest in Our Unconsolidated Affiliate in Japan

During the year to date ended June 14, 2008 we recorded a pre-tax gain of approximately $100 million related to the sale of our interest in our unconsolidated affiliate in Japan. This gain was recorded in Other (income) expenses in our Condensed Consolidated Statement of Income and was not allocated to any segment for performance reporting purposes.

Segment Reporting Changes

In connection with our U.S. business transformation measures our reported segment results began reflecting increased allocations of certain expenses in 2009 that were previously reported as unallocated and corporate G&A expenses. While our consolidated results were not impacted, we believe the revised allocation better aligns costs with accountability of our segment managers. These revised allocations are being used by our Chairman and Chief Executive Officer, in his role as chief operating decision maker, in his assessment of operating performance. We have restated segment information for the quarter and year to date ended June 14, 2008 to be consistent with the current period presentation and will restate previously reported 2008 quarters as they are reported in 2009.

The following table summarizes the 2008 quarterly impact of the revised allocations by segment:

	First			Second			Third			Fourth
Increase/(Decrease)	Quarter			Quarter			Quarter			Quarter			Total
U.S. G&A	$	11		$	13		$	12		$	17		$	53
YRI G&A		1			2			1			2			6
Unallocated and corporate G&A expenses		(12	)		(15	)		(13	)		(19	)		(59	)

Store Portfolio Strategy

From time to time we sell Company restaurants to existing and new franchisees where geographic synergies can be obtained or where franchisees’ expertise can generally be leveraged to improve our overall operating performance, while retaining Company ownership of strategic U.S. and international markets. In the U.S., we are targeting Company ownership of restaurants potentially below 10%, down from its current level of 18%. Consistent with this strategy, 188 Company restaurants in the U.S. were sold to franchisees, for a net gain of $15 million, in the year to date ended June 13, 2009. We currently anticipate refranchising 500 units in the U.S. in 2009 for approximately $175 million in proceeds.

Refranchisings reduce our reported revenues and restaurant profits and increase the importance of system sales growth as a key performance measure. Additionally, G&A expenses will decline over time as a result of these refranchising activities. The timing of G&A declines will vary and often lag the actual refranchising activities as the synergies are typically dependent upon the size and geography of the respective deals. G&A expenses included in the tables below reflect only direct G&A that we no longer incurred as a result of stores that were operated by us for all or some portion of the respective comparable period in 2008 and were no longer operated by us as of the last day of the current quarter.

The following table summarizes our refranchising activities:

	Quarter ended					Year to date
	6/13/09		6/14/08			6/13/09			6/14/08
Number of units refranchised		85		170			205			207
Refranchising proceeds, pre-tax	$	27	$	47		$	63		$	66
Refranchising (gain) loss, pre-tax	$	1	$	(1	)	$	(13	)	$	24

The impact on Operating Profit arising from refranchising is the net of (a) the estimated reductions in restaurant profit, which reflects the decrease in Company sales, and G&A expenses and (b) the increase in franchise fees from the restaurants that have been refranchised. The tables presented below reflect the impacts on Total revenues and on Operating Profit from stores that were operated by us for all or some portion of the prior year period and were no longer operated by us as of the last day of the current quarter. In these tables, Decreased Company sales and Decreased Restaurant profit represents the amount of sales or restaurant profit earned by the refranchised restaurants during the period we owned them in the prior year but did not own them in the current year. Increased Franchise and license fees and income represents the franchise and license fees from the refranchised restaurants that were recorded by the Company in the current year during periods in which the restaurants were Company stores in the prior year.

The following tables summarize the impact of refranchising as described above:

	Quarter ended 6/13/09
	U.S.			YRI			China Division			Worldwide
Decreased Company sales	$	(167	)	$	(21	)	$	(1	)	$	(189	)
Increased Franchise and license fees and income		10			1			—			11
Decrease in Total revenues	$	(157	)	$	(20	)	$	(1	)	$	(178	)

	Year to date ended 6/13/09
	U.S.			YRI			China Division			Worldwide
Decreased Company sales	$	(324	)	$	(37	)	$	(2	)	$	(363	)
Increased Franchise and license fees and income		18			2			—			20
Decrease in Total revenues	$	(306	)	$	(35	)	$	(2	)	$	(343	)

The following tables summarize the estimated impact on Operating Profit of refranchising:

	Quarter ended 6/13/09
	U.S.			YRI			China Division		Worldwide
Decreased Restaurant profit	$	(16	)	$	(1	)	$	—	$	(17	)
Increased Franchise and license fees and income		10			1			—		11
Decreased G&A		4			—			—		4
Increase (decrease) in Operating Profit	$	(2	)	$	—		$	—	$	(2	)

	Year to date ended 6/13/09
	U.S.			YRI			China Division		Worldwide
Decreased Restaurant profit	$	(33	)	$	(1	)	$	—	$	(34	)
Increased Franchise and license fees and income		18			2			—		20
Decreased G&A		7			—			—		7
Increase (decrease) in Operating Profit	$	(8	)	$	1		$	—	$	(7	)

Results of Operations

	Quarter ended						Year to date
	6/13/09		6/14/08		% B/(W)		6/13/09		6/14/08		% B/(W)
Company sales	$	2,152	$	2,323	(7	)	$	4,070	$	4,417	(8	)
Franchise and license fees and income		324		336	(4	)		623		655	(5	)
Total revenues	$	2,476	$	2,659	(7	)	$	4,693	$	5,072	(7	)
Company restaurant profit	$	324	$	311	4		$	632	$	619	2

% of Company sales		15.1%		13.4%	1.7	ppts.		15.5%		14.0%	1.5	ppts.
Operating Profit		394		317	25			745		743	—
Interest expense, net		43		52	15			96		105	8
Income tax provision		45		40	(13	)		124		157	21
Net Income – including noncontrolling interest		306		225	35			525		481	9
Net Income – noncontrolling interest		3		1	(31	)		4		3	(14	)
Net Income – YUM! Brands, Inc.	$	303	$	224	35		$	521	$	478	9

Diluted earnings per share (a)	$	0.63	$	0.45	40		$	1.08	$	0.95	14

(a) See Note 2 for the number of shares used in this calculation.

Restaurant Unit Activity

							Total
			Unconsolidated				Excluding
Worldwide	Company		Affiliates		Franchisees		Licensees (a)
Beginning of year	7,568		645		25,911		34,124
New Builds	222		41		440		703
Acquisitions	42		—		(42	)	—
Refranchising	(205	)	—		204		(1	)
Closures	(59	)	(4	)	(309	)	(372	)
Other(b)	236		(236	)	(4	)	(4	)
End of quarter	7,804		446		26,200		34,450
% of Total	23%		1%		76%		100%

						Total
			Unconsolidated			Excluding
United States	Company		Affiliates	Franchisees			Licensees(a)
Beginning of year	3,314		—	14,482			17,796
New Builds	10		—	109			119
Acquisitions	42		—	(42	)		—
Refranchising	(188	)	—	187			(1	)
Closures	(15	)	—	(168	)		(183	)
Other	—		—	(1	)		(1	)
End of quarter	3,163		—	14,567			17,730
% of Total	18%		—	82%			100%

							Total
				Unconsolidated			Excluding
YRI	Company		Affiliates		Franchisees			Licensees(a)
Beginning of year	1,589		—		11,157			12,746
New Builds	19		—		319			338
Acquisitions	—		—		—			—
Refranchising	(15	)	—		15			—
Closures	(19	)	—		(139	)		(158	)
Other	—		—		(3	)		(3	)
End of quarter	1,574		—		11,349			12,923
% of Total	12%		—		88%			100%

China Division	Company		Unconsolidated Affiliates		Franchisees		Total
Beginning of year	2,665		645		272		3,582
New Builds	193		41		12		246
Acquisitions	—		—		—		—
Refranchising	(2	)	—		2		—
Closures	(25	)	(4	)	(2	)	(31	)
Other(b)	236		(236	)	—		—
End of quarter	3,067		446		284		3,797
% of Total	81%		12%		7%		100%

(a)	The Worldwide, U.S. and YRI totals exclude 2,162, 1,994 and 168 licensed units, respectively, at June 13, 2009. There are no licensed units in the China Division. Licensed units are generally units that offer limited menus and operate in non-traditional locations like malls, airports, gasoline service stations, convenience stores, stadiums and amusement parks where a full scale traditional outlet would not be practical or efficient. As licensed units have lower average unit sales volumes than our traditional units and our current strategy does not place a significant emphasis on expanding our licensed units, we do not believe that providing further detail of licensed unit activity provides significant or meaningful information.

(b)	During the second quarter of 2009 we acquired additional ownership in and began consolidating an entity that operates the KFC business in Shanghai, China and have reclassified the units accordingly. This entity was previously accounted for as an unconsolidated affiliate.

Multibrand restaurants are included in the totals above. Multibrand conversions increase the sales and points of distribution for the second brand added to a restaurant but do not result in an additional unit count. Similarly, a new multibrand restaurant, while increasing sales and points of distribution for two brands, results in just one additional unit count. Franchise unit counts include both franchisee and unconsolidated affiliate multibrand units. Multibrand restaurant totals at June 13, 2009 were as follows:

	Company	Franchisees	Total
United States	1,494	3,534	5,028
YRI	—	382	382
Worldwide	1,494	3,916	5,410

For the year to date ended June 13, 2009, Company and franchise multibrand unit gross additions were 18 and 467, respectively. There are no multibrand units in the China Division.

System Sales Growth

System sales growth includes the results of all restaurants regardless of ownership, including Company-owned, franchise, unconsolidated affiliate and license restaurants. The following table details the key drivers of system sales growth for each reportable segment for the quarter. Same store sales growth is the estimated growth in sales of all restaurants that have been open one year or more. Net unit growth and other represents the net impact of actual system sales growth due to new unit openings and historical system sales lost due to closures as well as any necessary rounding.

	Quarter ended 6/13/09 vs. Quarter ended 6/14/08
	U.S.		YRI		China Division		Worldwide
Same store sales growth (decline)	(1	)%	1	%	(4	)%	(1	)%
Net unit growth and other	—		5		11		4
Foreign currency translation (“forex”)	N/A		(18	)	1		(7	)
% Change	(1	)%	(12	)%	8	%	(4	)%
% Change, excluding forex	N/A		6	%	7	%	3	%

	Year to date ended 6/13/09 vs. Year to date ended 6/14/08
	U.S.		YRI		China Division		Worldwide
Same store sales growth (decline)	(2	)%	4	%	(2	)%	—	%
Net unit growth and other	1		4		11		3
Foreign currency translation (“forex”)	N/A		(15	)	2		(5	)
% Change	(1	)%	(7	)%	11	%	(2	)%
% Change, excluding forex	N/A		8	%	9	%	3	%

Revenues

Company sales were as follows:

	Quarter ended				Year to date
	6/13/09			6/14/08	6/13/09		6/14/08
U.S.	$	923	$	1,059	$	1,805	$	2,093
YRI		451		577		883		1,129
China Division		778		687		1,382		1,195
Worldwide	$	2,152	$	2,323	$	4,070	$	4,417

The following table details the key drivers of the quarter-over-quarter and year-over-year changes of Company sales. Same store sales growth is the estimated growth in sales of all restaurants that have been open one year or more. Net unit growth represents the net impact of actual sales due to new unit openings and historical sales due to closures. Refranchising represents the amount of Company sales for the periods in the prior quarter or prior year to date while the Company operated the restaurants but did not operate them in the current quarter or current year to date. Other represents the impact of acquisitions, unusual or significant items and roundings.

The percentage changes in Company sales by quarter and year to date were as follows:

	Quarter ended 6/13/09 vs. Quarter ended 6/14/08
	U.S.			YRI			China Division			Worldwide
Same store sales growth (decline)		—	%		3	%		(3	)%		—	%
Net unit growth		1			4			11			5
Refranchising		(16	)		(4	)		—			(8	)
Other		2			1			4			1
Foreign currency translation (“forex”)		N/A			(26	)		1			(5	)
% Change		(13	)%		(22	)%		13	%		(7	)%
% Change, excluding forex		N/A			4	%		12	%		(2	)%

	Year to date ended 6/13/09 vs. Year to date ended 6/14/08
	U.S.			YRI			China Division			Worldwide
Same store sales growth (decline)		(1	)%		3	%		(1	)%		—	%
Net unit growth		1			4			12			5
Refranchising		(15	)		(3	)		—			(8	)
Other		1			(1	)		2			1
Foreign currency translation (“forex”)		N/A			(25	)		3			(6	)
% Change		(14	)%		(22	)%		16	%		(8	)%
% Change, excluding forex		N/A			3	%		13	%		(2	)%

The China Division Other includes 3% and 2% for the quarter and year to date ended June 13, 2009, respectively, related to the acquisition in, and consolidation of, an entity that operates the KFCs in Shanghai, China. See Note 4 for a further discussion of this transaction.

Franchise and license fees and income was as follows:

							% Increase
						% Increase	(Decrease)
	Quarter ended					(Decrease)	excluding forex
	6/13/09			6/14/08
U.S.	$	176		$	167	5	N/A
YRI		137			153	(11)	6
China Division		15			16	(6)	(7)
Unallocated Franchise and license fees and income		(4	)		—	—	N/A
Worldwide	$	324		$	336	(4)	4

							% Increase
						% Increase	(Decrease)
	Year to date					(Decrease)	excluding forex
	6/13/09			6/14/08
U.S.	$	340		$	325	5	N/A
YRI		286			302	(5)	9
China Division		28			28	2	(1)
Unallocated Franchise and license fees and income		(31	)		—	—	N/A
Worldwide	$	623		$	655	(5)	2

Worldwide Franchise and license fees and income included reductions of $4 million, or 1%, and $31 million, or 5% for the quarter and year to date ended June 13, 2009, respectively, as a result of our reimbursements to, or obligations to reimburse, KFC franchisees for installation costs for the national launch of Kentucky Grilled Chicken that have not been allocated to the U.S. segment for performance reporting purposes.

U.S. Franchise and license fees and income for both the quarter and year to date ended June 13, 2009 were positively impacted by 5% due to the impact of refranchising.

Company Restaurant Margins

	Quarter ended 6/13/09
	U.S.		YRI		China Division		Worldwide
Company sales	100.0	%	100.0	%	100.0	%	100.0	%
Food and paper	29.3		32.1		35.7		32.2
Payroll and employee benefits	29.5		26.1		14.7		23.5
Occupancy and other operating expenses	26.5		30.7		31.7		29.2
Company restaurant margin	14.7	%	11.1	%	17.9	%	15.1	%

	Quarter ended 6/14/08
	U.S.		YRI		China Division		Worldwide
Company sales	100.0	%	100.0	%	100.0	%	100.0	%
Food and paper	30.7		31.7		37.7		33.0
Payroll and employee benefits	30.4		26.5		14.5		24.7
Occupancy and other operating expenses	26.5		31.2		30.7		28.9
Company restaurant margin	12.4	%	10.6	%	17.1	%	13.4	%

The increase in U.S. restaurant margin as a percentage of sales was driven by the combination of pricing actions we have previously taken and commodity deflation (primarily cheese). Additionally, our U.S. restaurant margin was positively impacted by refranchising and labor cost savings associated with productivity initiatives.

The increase in YRI restaurant margin as a percentage of sales was driven primarily by the impact of same store sales growth, partially offset by the impact of higher commodity and occupancy costs. The impact of lower margins associated with new units during the initial periods of operations also negatively impacted restaurant margin as a percentage of sales.

The increase in China Division restaurant margin as a percentage of sales was driven by the combination of pricing actions we have previously taken and commodity deflation. The increase was partially offset by the impact of lower margins associated with new units during the initial periods of operation and same store transaction declines.

	Year to date ended 6/13/09
	U.S.		YRI		China Division		Worldwide
Company sales	100.0	%	100.0	%	100.0	%	100.0	%
Food and paper	29.0		32.1		36.0		32.1
Payroll and employee benefits	30.1		25.7		13.9		23.6
Occupancy and other operating expenses	26.9		30.6		30.0		28.8
Company restaurant margin	14.0	%	11.6	%	20.1	%	15.5	%

	Year to date ended 6/14/08
	U.S.		YRI		China Division		Worldwide
Company sales	100.0	%	100.0	%	100.0	%	100.0	%
Food and paper	30.3		31.2		37.6		32.5
Payroll and employee benefits	30.8		26.1		14.1		25.1
Occupancy and other operating expenses	26.5		30.9		29.4		28.4
Company restaurant margin	12.4	%	11.8	%	18.9	%	14.0	%

The increase in U.S. restaurant margin as a percentage of sales was driven by higher average guest check due to pricing actions we have previously taken. Additionally, our U.S. restaurant margin was positively impacted by refranchising and labor cost savings associated with productivity initiatives.

The decrease in YRI restaurant margin as a percentage of sales was primarily driven by the impact of lower margins associated with new units during the initial period of operations. An increase in commodity costs was partially offset by a higher average guest check.

The increase in China Division restaurant margin as a percentage of sales was driven by the combination of commodity deflation and a higher average guest check due to pricing actions we have previously taken. The increase was partially offset by the impact of lower margins associated with new units during the initial periods of operation.

Worldwide General and Administrative Expenses

G&A expenses decreased 11% and 10% in the quarter and year to date ended June 13, 2009, respectively, including a 4% and 5% favorable impact from foreign currency translation in the quarter and year to date, respectively. These decreases were driven by savings from the actions taken as part of our U.S. business transformation measures and lapping prior year litigation-related costs. These decreases were partially offset by higher incentives and compensation costs related to strategic initiatives in China and other YRI growth markets.

Worldwide Other (Income) Expense

	Quarter ended						Year to date
	6/13/09			6/14/08			6/13/09			6/14/08
Equity income from investments in unconsolidated affiliates	$	(7	)	$	(9	)	$	(17	)	$	(20	)
Gain upon consolidation of former unconsolidated affiliate in China(a)		(68	)		—			(68	)		—
Gain upon sale of investment in unconsolidated affiliate(b)		—			—			—			(100	)
Foreign exchange net (gain) loss and other		—			(4	)		1			(10	)
Other (income) expense	$	(75	)	$	(13	)	$	(84	)	$	(130	)

(a)	See Note 4 for further discussion of the consolidation of a former unconsolidated affiliate in China.

(b)	Reflects the gain recognized on the sale of our interest in our unconsolidated affiliate in Japan. See our 2008 Form 10-K for further discussion on this transaction.

Worldwide Closure and Impairment Expense and Refranchising (Gain) Loss

See the Store Portfolio Strategy section for more detail of our refranchising activity and Note 4 for a summary of the components of facility actions by reportable operating segment.

Operating Profit

	Quarter ended								Year to date
	6/13/09			6/14/08			% B/(W)		6/13/09			6/14/08			% B/(W)
United States	$	169		$	155		8		$	326		$	301		8
YRI		100			118		(15	)		223			256		(13	)
China Division		105			92		14			236			195		21
Unallocated Franchise and license fees and income		(4	)		—		NM			(31	)		—		NM
Unallocated and corporate G&A expenses		(43	)		(53	)	17			(89	)		(95	)	(4	)
Unallocated Other income (expense)		68			4		NM			67			110		NM
Unallocated Refranchising gain (loss)		(1	)		1		NM			13			(24	)	NM
Operating Profit	$	394		$	317		25		$	745		$	743		—

United States operating margin		15.3%			12.7%		2.6	ppts.		15.2%			12.5%		2.7	ppts.
International Division operating margin		17.1%			16.2%		0.9	ppts.		19.1%			17.9%		1.2	ppts.

U.S. Operating Profit increased 8% in the quarter and year to date ended June 13, 2009, respectively. These increases were driven by the savings from the actions taken as part of our U.S. business transformation measures and improved restaurant margin. These increases were partially offset by higher Franchise and license expenses and Closure and impairment expenses.

YRI Operating Profit decreased 15% in the quarter ended June 13, 2009, including a 21% unfavorable impact from foreign currency translation. Excluding the unfavorable impact from foreign currency translation, International Division Operating Profit increased 6% in the quarter. The increase was driven by new unit development and improved restaurant margin.

YRI Operating Profit decreased 13% year to date ended June 13, 2009, including an 18% unfavorable impact from foreign currency translation. Excluding the unfavorable impact from foreign currency translation, International Division Operating Profit increased 5% year to date. The increase was driven by new unit development, partially offset by the elimination of a VAT exemption in Mexico.

China Division Operating Profit increased 14% and 21% in the quarter and year to date ended June 13, 2009, respectively, including a 3% and 5% favorable impact from foreign currency translation for the quarter and year to date ended June 13, 2009, respectively. These increases were driven by the impact of improved restaurant margin and new unit development.

Unallocated franchise and license fees and income for the quarter and year to date ended June 13, 2009 reflects our reimbursements to, or obligations to reimburse, KFC franchisees for installation costs of ovens for the national launch of Kentucky Grilled Chicken that has not been allocated to the U.S. segment for performance reporting purposes.

Unallocated other income (expense) for the quarter and year to date ended June 13, 2009 includes a $68 million gain upon acquisition of additional ownership in, and consolidation of, the entity that operates KFCs in Shanghai, China. For the year to date ended June 14, 2008 unallocated other income (expense) includes a $100 million gain recognized on the sale of our interest in our unconsolidated affiliate in Japan.

Interest Expense, Net

	Quarter ended								Year to date
	6/13/09			6/14/08			% B/(W)		6/13/09			6/14/08			% B/(W)
Interest expense	$	47		$	59		19		$	103		$	118		12
Interest income		(4	)		(7	)	(50	)		(7	)		(13	)	(43	)
Interest expense, net	$	43		$	52		15		$	96		$	105		8

Interest expense, net decreased $9 million for the quarter and year to date ended June 13, 2009. These decreases were primarily driven by a decrease in interest rates on the variable portion of our debt as compared to prior year.

Income Taxes

	Quarter ended						Year to date
	6/13/09			6/14/08			6/13/09			6/14/08
Income taxes	$	45		$	40		$	124		$	157
Effective tax rate		12.8	%		14.9	%		19.1	%		24.6	%

Our second quarter effective tax rate was positively impacted by the one-time $68 million gain recognized upon our acquisition of additional interest in, and consolidation of, the operating entity that operates the KFCs in Shanghai, China, which resulted in no related tax expense. Our rate was also favorably impacted by adjustments to prior year foreign tax credit balances. The quarter rate in both years was positively impacted by the reversal of foreign valuation allowances associated with certain deferred tax assets we now believe are more likely than not to be utilized on future tax returns and the reversal of reserves due to the expiration of the statute of limitations in certain foreign jurisdictions.

Year to date, our effective tax rate was favorably impacted by the one-time gain, as described above, and adjustments to prior year foreign tax credit balances. Additionally, our rate was lower as a result of lapping 2008 tax expense associated with the gain on the sale of our interest in our unconsolidated affiliate in Japan and 2008 expense associated with our plan to distribute certain foreign earnings.

Consolidated Cash Flows

Net cash provided by operating activities was $495 million compared to $626 million in 2008. The decrease was driven by current year pension contributions and reimbursements to KFC franchisees for installation costs of ovens for the national launch of Kentucky Grilled Chicken.

Net cash used in investing activities was $356 million versus $255 million in 2008. The increase was driven by the acquisition of Little Sheep Group Limited (“Little Sheep”), as discussed in Note 4, and lower proceeds from sales of property, plant and equipment.

Net cash used in financing activities was $82 million versus $860 million in 2008. The decrease was driven by a reduction in share repurchases, partially offset by lower net borrowings.

Consolidated Financial Condition

The acquisition of additional ownership in, and consolidation of, a former unconsolidated affiliate that operates the KFCs in Shanghai, China during the quarter ended June 13, 2009 impacted our Condensed Consolidated Balance Sheet. See Note 4 for a discussion of this transaction and a summary of the assets acquired and liabilities assumed as a result of the acquisition and consolidation.

Liquidity and Capital Resources

Operating in the QSR industry allows us to generate substantial cash flows from the operations of our company stores and from our substantial franchise operations which require a limited YUM investment. In each of the last seven fiscal years, net cash provided by operating activities has exceeded $1.1 billion. We expect these levels of net cash provided by operating activities to continue in the foreseeable future. However, unforeseen downturns in our business could adversely impact our cash flows from operations from the levels historically realized.

In the event our cash flows are negatively impacted by business downturns, we believe we have the ability to temporarily reduce our discretionary spending without significant impact to our long-term business prospects. Our discretionary spending includes capital spending for new restaurants, acquisitions of restaurants from franchisees, repurchases of shares of our Common Stock and dividends paid to our shareholders. Additionally, as of June 13, 2009 we had approximately $925 million in unused capacity under revolving credit facilities that expire in 2012. Given this available borrowing capacity under our credit facilities, our debt maturity schedule and our ability to reduce discretionary spending, we do not believe we will need to access the credit markets during 2009. To help ensure that we do not need to access the credit markets and to maintain our financial flexibility, we do not currently plan to repurchase shares in 2009.

Additionally, we are managing our cash and debt positions in order to maintain our current investment grade ratings from Standard & Poor’s Rating Services (BBB-) and Moody’s Investors Service (Baa3). A downgrade of our credit rating would increase the Company’s current borrowing costs and could impact the Company’s ability to access the credit markets if necessary. Based on the amount and composition of our debt at June 13, 2009 our interest expense would increase approximately $1.3 million on a full year basis should we receive a one-level downgrade in our ratings.

Discretionary Spending

In the quarter ended June 13, 2009, we invested $342 million in our businesses, including approximately $117 million in the U.S., $97 million for the International Division and $128 million for the China Division.

During the quarter ended June 13, 2009, we paid cash dividends of $88 million. Additionally, on May 28, 2009 our Board of Directors approved a cash dividend of $.19 per share of Common Stock, to be distributed on August 7, 2009 to shareholders of record at the close of business on July 17, 2009. The Company is targeting an ongoing annual dividend payout ratio of 35% - 40% of net income.

On March 24, 2009, our China Division paid approximately $44 million to purchase 14% of the outstanding common shares of Little Sheep. See Note 4 for further description.

Borrowing Capacity

Our primary bank credit agreement comprises a $1.15 billion syndicated senior unsecured revolving credit facility (the “Credit Facility”) which matures in November 2012 and includes 23 participating banks with commitments ranging from $20 million to $113 million. We believe the syndication reduces our dependency on any one bank.

Under the terms of the Credit Facility, we may borrow up to the maximum borrowing limit, less outstanding letters of credit or banker’s acceptances, where applicable. At June 13, 2009, our unused Credit Facility totaled $657 million net of outstanding letters of credit of $168 million. There were borrowings of $325 million outstanding under the Credit Facility at June 13, 2009. The interest rate for borrowings under the Credit Facility ranges from 0.25% to 1.25% over the London Interbank Offered Rate (“LIBOR”) or is determined by an Alternate Base Rate, which is the greater of the Prime Rate or the Federal Funds Rate plus 0.50%. The exact spread over LIBOR or the Alternate Base Rate, as applicable, depends on our performance under specified financial criteria. Interest on any outstanding borrowings under the Credit Facility is payable at least quarterly.

We also have a $350 million, syndicated revolving credit facility (the “International Credit Facility,” or “ICF”) which matures in November 2012 and includes 6 banks with commitments ranging from $35 million to $90 million. We believe the syndication reduces our dependency on any one bank. There was available credit of $267 million and borrowings of $83 million outstanding under the ICF at June 13, 2009. The interest rate for borrowings under the ICF ranges from 0.31% to 1.50% over LIBOR or is determined by a Canadian Alternate Base Rate, which is the greater of the Citibank, N.A., Canadian Branch’s publicly announced reference rate or the “Canadian Dollar Offered Rate” plus 0.50%. The exact spread over LIBOR or the Canadian Alternate Base Rate, as applicable, depends upon YUM’s performance under specified financial criteria. Interest on any outstanding borrowings under the ICF is payable at least quarterly.

We have a variable rate senior unsecured term loan (“Domestic Term Loan”), in an aggregate principal amount of $375 million that matures in 2011. At our discretion the variable rate resets at one, two, three or six month intervals. We determine whether the variable rate at each reset date is based upon: (1) LIBOR plus an applicable spread of up to 2.5%, or (2) an Alternate Base Rate. The Alternate Base Rate is the greater of the Prime Rate or the Federal Funds Rate plus 0.50%, plus an applicable spread of up to 1.5%.

The Credit Facility, Domestic Term Loan, and the ICF are unconditionally guaranteed by our principal domestic subsidiaries. Additionally, the ICF is unconditionally guaranteed by YUM. These agreements contain financial covenants relating to maintenance of leverage and fixed charge coverage ratios and also contain affirmative and negative covenants including, among other things, limitations on certain additional indebtedness and liens, and certain other transactions specified in the agreement. Given the Company’s strong balance sheet and cash flows we were able to comply with all debt covenant requirements at June 13, 2009 with a considerable amount of cushion.

The majority of our remaining long-term debt primarily comprises Senior Unsecured Notes with varying maturity dates from 2011 through 2037 and interest rates ranging from 6.25% to 8.88%. The Senior Unsecured Notes represent senior, unsecured obligations and rank equally in right of payment with all of our existing and future unsecured unsubordinated indebtedness. Amounts outstanding under Senior Unsecured Notes were $2.4 billion at June 13, 2009.

During the quarter ended June 13, 2009 we repurchased Senior Unsecured Notes due July 1, 2012 with an aggregate principal amount of $137 million.

Our Senior Unsecured Notes, Credit Facility, Domestic Term Loan and ICF all contain cross-default provisions, whereby a default under any of these agreements constitutes a default under each of the other agreements.

Recently Adopted Accounting Pronouncements

See Note 5 to the Condensed Consolidated Financial Statements of this report for further details of recently adopted accounting pronouncements.

New Accounting Pronouncements Not Yet Recognized

See Note 6 to the Condensed Consolidated Financial Statements of this report for further details of new accounting pronouncements not yet adopted.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

There were no material changes during the quarter ended June 13, 2009 to the disclosures made in Item 7A of the Company’s 2008 Form 10-K.

Item 4.

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 evaluation, performed under the supervision and with the participation of the Company’s management, including the Chairman, Chief Executive Officer and President (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 the report.

Changes in Internal Control

There were no significant 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 June 13, 2009.

Cautionary Note Regarding Forward-Looking Statements

From time to time, in both 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 such 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. These statements often include words such as “may,” “will,” “estimate,” “intend,” “seek,” “expect,” “project,” “anticipate,” “believe,” “plan” or other similar terminology. These forward-looking statements are based on current expectations and assumptions and upon data available at the time of the statements and are neither predictions nor guarantees of future events or circumstances. The forward-looking statements are subject to risks and uncertainties, which may cause actual results to differ materially. Important 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 II, Item 1A of this report, (ii) the risks and uncertainties described in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Part I, Item 2 of this report, (iii) the risks and uncertainties described in the Risk Factors included in Part I, Item 1A of our Form 10-K for the year ended December 27, 2008 and (iv) the factors described in 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 year ended December 27, 2008. You should not place undue reliance on forward-looking statements, which speak only as of the date hereof. In making these statements, we are not undertaking to address or update any risk factor set forth herein, in future filings or communications regarding our business results.

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

YUM! Brands, Inc.:

We have reviewed the accompanying Condensed Consolidated Balance Sheet of YUM! Brands, Inc. and Subsidiaries (“YUM”) as of June 13, 2009 and the related Condensed Consolidated Statements of Income for the twelve and twenty-four weeks ended June 13, 2009 and June 14, 2008 and the Condensed Consolidated Statements of Cash Flows for the twenty-four weeks ended June 13, 2009 and June 14, 2008. These Condensed Consolidated Financial Statements are the responsibility of YUM’s management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the Condensed Consolidated Financial Statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Consolidated Balance Sheet of YUM as of December 27, 2008, and the related Consolidated Statements of Income, Cash Flows and Shareholders’ Equity (Deficit) and Comprehensive Income (Loss) for the year then ended not presented herein; and in our report dated February 23, 2009, we expressed an unqualified opinion on those Consolidated Financial Statements. In our opinion, the information set forth in the accompanying Condensed Consolidated Balance Sheet as of December 27, 2008, is fairly stated, in all material respects, in relation to the Consolidated Balance Sheet from which it has been derived.

/s/ KPMG LLP
Louisville, Kentucky
July 21, 2009

PART II – Other Information and Signatures

Item 1.

Legal Proceedings

Information regarding legal proceedings is incorporated by reference from Note 13 to the Company’s Condensed Consolidated Financial Statements set forth in Part I of this report.

Item 1A.

Risk Factors

We face a variety of risks that are inherent in our business and our industry, including operational, legal, regulatory and product risks. Such risks could cause our actual results to differ materially from our forward-looking statements, expectations and historical trends. The following are some of the more significant factors that could affect our business and our results of operations:

·	Food-borne illnesses (such as E. coli, hepatitis A., trichinosis or salmonella), food safety issues and health concerns arising from outbreaks of Avian Flu, may have an adverse effect on our business;

·	A significant and growing number of our restaurants are located in China, and our business is increasingly exposed to risk there. These risks include changes in economic conditions, tax rates, currency exchange rates, laws and consumer preferences, as well as changes in the regulatory environment and increased competition;

·	Our other foreign operations, which are significant and increasing, subject us to risks that could negatively affect our business. These risks, which can vary substantially by market, include political instability, corruption, social unrest, changes in economic conditions, the regulatory environment, tax rates and laws and consumer preferences, as well as changes in the laws that govern foreign investment in countries where our restaurants are operated. In addition, our results of operations and the value of our foreign assets are affected by fluctuations in foreign currency exchange rates, which may favorably or adversely affect reported earnings;

·	Changes in commodity and other operating costs could adversely affect our results of operations;

·	Shortages or interruptions in the availability or delivery of food or other supplies or other supply chain or business disruptions could adversely affect the availability, quality or cost of items we buy and the operations of our restaurants;

·	Our operating results are closely tied to the success of our franchisees, and any significant inability of our franchisees to operate successfully could adversely affect our operating results;

·	Our results and financial condition could be affected by the success of our refranchising program;

·	We could be party to litigation that could adversely affect us by increasing our expenses or subjecting us to material money damages and other remedies;

·	We may not attain our target development goals, which are dependent upon our ability and the ability of our franchisees to upgrade existing restaurants and open new restaurants, and any new restaurants may not produce operating results similar to those of our existing restaurants;

·	Our business may be adversely impacted by current economic conditions or the global financial crisis through decreased discretionary spending by consumers, difficulty in refinancing or incurring indebtedness or the insolvency of our suppliers;

·	Changes in governmental regulations, including changing laws relating to nutritional content, nutritional labeling, product safety and menu labeling regulation, may adversely affect our business operations; and

·	The retail food industry in which we operate is highly competitive.

These risks are described in more detail under “Risk Factors” in Part I, Item 1A of our Form 10-K for the year ended December 27, 2008. We encourage you to read these risk factors in their entirety. These risks are not exclusive, and our business and our actual results of operations could also be affected by other risks that we cannot anticipate or that we do not consider to be material based on currently available information.

Item 4.

Submission of Matters to a vote of Security Holders

Our Annual Meeting of Shareholders was held on May 21, 2009. At the meeting, shareholders:

1)	Elected thirteen directors to serve until the next Annual Meeting of Shareholders and until their respective successors are duly elected and qualified.

2)	Ratified the selection of KPMG LLP as our independent auditors for the fiscal year ended December 26, 2009.

3)	Approved the Company’s Executive Incentive Compensation Plan as amended by the first amendment and second amendment.

4)	through 5) Approved two shareholder proposals.

6)	through 7) Rejected two shareholder proposals.

Results of the voting in connection with each item were as follows (these numbers reflect actual votes cast by shareholders):

(1)	Election of Directors	For	Against	Abstain
	David W. Dorman	379,490,826	10,073,533	947,430
	Massimo Ferragamo	379,340,646	10,303,279	867,864
	J. David Grissom	387,766,448	1,925,983	819,358
	Bonnie G. Hill	374,654,749	15,029,723	827,317
	Robert Holland, Jr.	377,079,888	12,543,436	888,465
	Kenneth G. Langone	377,380,744	12,228,970	902,075
	Jonathan S. Linen	387,765,215	1,877,336	869,238
	Thomas C. Nelson	382,855,200	6,791,397	865,192
	David C. Novak	376,743,223	12,851,754	916,812
	Thomas M. Ryan	363,372,157	26,243,295	896,337
	Jing-Shyh S. Su	380,684,716	8,983,589	843,484
	Jackie Trujillo	379,616,026	10,031,603	864,160
	Robert D. Walter	379,679,275	9,959,147	873,367

		For	Against	Abstain
(2)	Ratification of Independent Auditors	376,054,088	13,621,887	835,814

(3)	Approve the Company’s Executive Incentive Plan	362,059,459	26,418,056	2,034,274

		For	Against	Abstain	Non-Votes
(4)	Shareholder Proposal – Shareholders Rights Plan	242,829,584	89,989,876	1,357,126	56,335,203

(5)	Shareholder Proposal – Advisory Shareholder Vote to Ratify Executive Compensation	170,971,382	158,881,102	4,324,102	56,335,203

(6)	Shareholder Proposal – Healthcare Reform Principles	17,997,337	273,303,374	42,877,225	56,333,853

(7)	Shareholder Proposal – Animal Welfare	20,518,373	269,202,985	44,456,578	56,333,853

A shareholder proposal relating to Food Supply Chain Security & Sustainability was withdrawn by the proponents prior to the meeting.

Item 6.

Exhibits

(a)	Exhibit Index

	EXHIBITS

	Exhibit 10.7.1	YUM! Brands Director Deferred Compensation Plan, Plan Document for the 409A Program, as effective January 1, 2005, and as Amended through November 14, 2008.

	Exhibit 10.10.1	YUM! Brands Executive Income Deferral Program, Plan Document for the 409A Program, as effective January 1, 2005, and as Amended through June 30, 2009.

	Exhibit 10.13.1	YUM! Brands, Inc. Pension Equalization Plan, Plan Document for the 409A Program, as effective January 1, 2005, and as Amended through December 30, 2008.

	Exhibit 10.17.1	YUM! Brands, Inc. 409A Addendum to Amended and restated form of Severance Agreement, as effective December 31, 2008.

	Exhibit 10.18	YUM! Brands, Inc. Long Term Incentive Plan, as Amended through the Fourth Amendment, as effective November 21, 2008.

	Exhibit 10.31.1	YUM! Brands, Inc. 409A Addendum to Severance Agreement for Emil Brolick, as effective December 31, 2008.

	Exhibit 10.32.1	YUM! Brands Leadership Retirement Plan, Plan Document for the 409A Program, as effective January 1, 2005, and as Amended through December 30, 2008.

	Exhibit 10.35	YUM! Performance Share Plan Summary, as effective March 27, 2009.

	Exhibit 15	Letter from KPMG LLP regarding Unaudited Interim Financial Information (Acknowledgement of Independent Registered Public Accounting Firm).

	Exhibit 31.1	Certification of the Chairman, Chief Executive Officer and President 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.

	Exhibit 31.2	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.

	Exhibit 32.1	Certification of the Chairman, Chief Executive Officer and President pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.2

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.

SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, duly authorized officer of the registrant.

			YUM! BRANDS, INC.
			(Registrant)

Date:	July 21, 2009	/s/ Ted F. Knopf
		Senior Vice President of Finance
		and Corporate Controller
		(Principal Accounting Officer)