Yum! Brands (YUM) 10-K risk factor changes: FY2024 vs FY2023

In addition, the health and environmental risks of certain ubiquitous substances (including per-and polyfluoroalkyl substances (PFAS)) commonly found in packaging have been the subject of increased regulatory scrutiny and lawsuits against [added: us and] other restaurant companies.

If public health conditions related to [removed: COVID-19] [added: the coronavirus (“COVID-19”) were to] significantly worsen in markets where we conduct significant operations, our business and financial results could be adversely impacted, and we may be unable to effectively respond to any such developments.

In addition, our business and/or growth prospects could be adversely impacted by various [added: catastrophic or] other [removed: future occurrences] [added: unforeseen events] (which may be beyond our control), including health epidemics or pandemics, natural disasters, geopolitical events, [removed: acts of war,] [added: military conflict,] terrorism, political, financial or social instability, boycotts, social or civil unrest, workplace violence, or other events that lead to avoidance of public places or restrictions on public gatherings such as in our and our Concepts’ franchisees’ [removed: restaurants.][added: restaurants, particularly if located in regions where we have significant operations.]

In addition, our operations could be disrupted if any employees at our, our Concepts’ franchisees’ restaurants or our business partner employees had or were suspected of having [removed: the] avian flu or swine flu, or other highly communicable illnesses such as hepatitis A or norovirus, since this could require us, our Concepts’ franchisees, or our business partners to quarantine some or all of such employees and close facilities, including restaurants.

[added: We could also be adversely affected if government authorities impose mandatory or voluntary] closures, impose restrictions on operations of restaurants, or restrict the import or export of products, or if suppliers issue mass recalls of products.

*Our operating results and growth strategies are closely tied to the success of our [removed: Concepts’ franchisees.*][added: Concepts*’ *franchisees.*]

Our long-term growth depends on maintaining the pace of our new unit growth rate [added: largely] through our Concepts’ franchisees.

We have limited control over how our Concepts’ franchisees’ businesses are run, and their inability to operate successfully could adversely affect our operating results through decreased royalties, advertising funds contributions, and fees paid to us for other discrete services we may provide to our Concepts’ franchisees [removed: (*e.g.* fees for the management of e-commerce platforms).][added: Our control is further limited where we utilize master franchise arrangements, which require us to rely on our master franchisees to enforce sub-franchisee compliance with our operating standards.]

If our Concepts’ franchisees fail to adequately capitalize their businesses or incur too much debt, if their operating expenses or commodity prices increase or if economic or sales trends deteriorate such that [removed: they] [added: franchisees] are unable to operate profitably or repay existing debt, it could result in their financial distress, including insolvency or bankruptcy, or the inability to meet development targets or obligations.

If [removed: a] [added: any] significant franchisee of our Concepts [removed: becomes,] [added: individually] or [removed: a significant number of our Concepts’ franchisees] in the aggregate [removed: become,] [added: becomes,] financially [removed: distressed] [added: distressed, as has occurred from time to time,] our operating results could be impacted through reduced or delayed fee payments that cause us to record bad debt expense and reduced advertising fund contributions, and [added: we could] experience reduced new unit development.

[removed: Moreover, franchisee] [added: Franchisee] noncompliance with our franchise agreements [added: and/or or brand standards] may [removed: reduce the overall] [added: also adversely impact] customer perception [removed: and goodwill] of our Concepts’ brands, including by failing to meet health and safety standards, to engage in quality control or maintain product consistency or to comply with cybersecurity requirements, as well as through the participation in improper business practices.

We have franchise relationships that are particularly important to our business due to their scale and/or growth prospects such as our relationship with Yum [removed: China.][added: China, our largest franchisee.]

Any failure to realize the expected benefits of [removed: such] [added: key] franchise relationships, including with Yum China, may adversely impact our [removed: business, growth prospects] [added: business] and [removed: operating results.][added: growth prospects.]

The successful development of new units depends in large part on the ability of our Concepts’ franchisees to open new [removed: restaurants and to operate these restaurants profitably.]

Other risks that could impact our ability to open new restaurants include: (i) economic conditions and trade or economic policies or sanctions, (ii) our ability to attract new franchisees, (iii) new restaurant construction and development costs, (iv) our Concepts’ franchisees’ ability to meet new restaurant permitting, [added: construction, development and team member training timelines, and (v) supply chain challenges, including our ability to secure sufficient supply to support new restaurants.]

If it becomes more difficult or more expensive for our Concepts’ franchisees to obtain financing to develop new restaurants, or if the perceived return on invested capital is not sufficiently attractive, [removed: the] [added: our] expected growth [removed: of our system could slow] and [removed: our] future financial results could be adversely impacted.

Past and potential future strategic transactions may not ultimately create value for us and may harm our reputation and adversely affect our business, growth [removed: prospects, financial condition] [added: prospects] and [removed: results of operations.][added: financial results.]

*We have [added: significant] exposure to the Chinese market through our largest franchisee, Yum China, which subjects us to risks that could negatively affect our business and/or our growth prospects.*

Any significant or prolonged deterioration in U.S.–China relations, including as [removed: the] [added: a] result of [removed: current] [added: changes in] U.S.–China [removed: tensions,] [added: foreign policy, trade regimes or trade disputes, or geopolitical developments,] could adversely affect our Concepts in mainland China.

Additionally, Chinese law regulates Yum China’s business conducted in mainland China, and as such our license fee from the Yum China business is subject to numerous uncertainties based on Chinese laws, regulations and policies, which may change [removed: from time to time.]

Our relationship with Yum China is governed primarily by [removed: a] [added: the] MLA, as amended from time to time, which may be terminated upon the occurrence of certain events, such as the insolvency or bankruptcy of Yum China.

These risks, which can vary substantially by country, include political, financial or social instability or conditions, corruption, increasing anti-American sentiment and perception of our Concepts as American brands, social and ethnic unrest, natural disasters, military conflicts and terrorism, as well as exposure to the macroeconomic environment in such markets, the regulatory environment (including the risks of operating in markets in which there are uncertainties regarding the interpretation and enforceability of legal requirements and [removed: the enforceability of] contract [removed: rights] and intellectual property rights), and income and non-income based tax rates and laws.

Additional risks include the impact of [added: trade disputes, restrictive actions of foreign or U.S. governmental authorities affecting trade or foreign investment, potential increases in tariffs,] import restrictions [removed: or] [added: and] controls, sanctions, foreign exchange control regimes (including restrictions on currency conversion), health guidelines and safety protocols, labor costs and conditions, compliance with the U.S. Foreign Corrupt Practices Act, the [removed: UK] [added: U.K.] Bribery Act and other similar [removed: applicable] laws prohibiting bribery of government officials and other corrupt practices, and the laws and policies that govern foreign investment in countries where our Concepts’ restaurants are operated.

As a result of our global operations, we also have [removed: increased] [added: significant] exposure to geopolitical events and instability.

We have been adversely affected, and may continue to be adversely affected, by [removed: ongoing geopolitical instability arising from current] events such as the [removed: military] conflict [added: in the Middle East as well as the conflict] between [removed: Russian] [added: Russia] and Ukraine, and [removed: the conflict in the Middle East.][added: ongoing geopolitical instability associated therewith.]

Such conflicts [added: have adversely affected, and] may [added: continue to adversely] affect our business and operations as result of, among other things, the economic consequences and disruptions from such conflicts, increased energy and supply prices, [added: weaker] consumer [removed: boycotts of] [added: sentiment for] Western brands, consumer reaction to perceived acts or failures to act by us or our Concepts including maintaining operations in countries or regions that are linked to such conflicts, and economic sanctions restricting cross-border commerce.

These risks may be further heightened if [removed: either conflict expands] [added: current conflicts expand] in scope, or other conflicts arise in other areas of the globe.

Any significant fluctuation in the value of currencies of countries in which we or our Concepts’ franchisees operate, [removed: and in particular] [added: particularly the] RMB in China, could materially impact the U.S. dollar value of royalty payments made to us, which could result in lower [removed: revenues.][added: revenues, could lead to increased costs and lower profitability to us or our Concepts’ franchisees and/or could cause us or our Concepts’ franchisees to increase prices to customers, which could negatively impact sales in these markets and harm our financial results.]

In addition, the governments in certain countries where our Concepts operate, including [removed: China and certain others,] [added: China,] restrict the conversion of local currency into foreign currencies and, in certain cases, the remittance of currency out of [removed: the country.]

Currency control restrictions on the conversion of other currencies to U.S. dollars or restrictions imposed by countries on cash remittances could cause royalty payments to us to be delayed, remitted only partially or not [removed: remitted] at all, which could cause us to incur bad debt expense and impact our liquidity.

The cybersecurity risks we face include cyber-attacks involving ransomware and malicious software, [removed: phishing,] [added: advanced persistent threats, social engineering, credential stuffing or distributed denial-of-service attacks] and other attempts by [removed: third parties] [added: malicious threat actors, including nation-state actors, ransomware groups,] and others to access, acquire, use, disclose, [removed: misappropriate] [added: misappropriate, shut down] or manipulate our information, systems, databases, processes and people.

Despite our security measures, [added: we, and the third parties upon which] we [added: rely,] have experienced security incidents from time to time and we [removed: may] [added: and such third parties will] continue to experience such [removed: attacks and] incidents in the future.

[removed: We] [added: As disclosed under Part I, Item 1C of this Form10-K, we] remain subject to risks and uncertainties as a result of the incident, including as a result of the data that was taken from the Company’s [removed: network.][added: network and putative class actions filed against us in connection with this incident.]

There is no assurance that the security measures we take to reduce the risk of such incidents and protect our systems will be [removed: sufficient.][added: sufficient or that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our systems and information.]

[removed: Additionally,] [added: Further,] the cybersecurity risks we face [removed: are exacerbated by] [added: have increased in recent years due to] an increase in the use of and reliance on our digital commerce [removed: platforms.][added: platforms and products.]

[removed: The] [added: In addition, the] rapid evolution and increased adoption of [removed: artificial intelligence] [added: AI and other emerging] technologies [removed: may] also [added: may] heighten our cybersecurity risks by making cyber-attacks [added: and social engineering] more difficult to detect, [removed: contain,] [added: contain] and mitigate.

[removed: Furthermore, the significant increase in] [added: Moreover,] remote working and personal device [removed: use,] [added: use further] increases the [removed: risks] [added: risk] of cyber incidents and the improper dissemination of personal or Confidential Information.

If our IT Systems or the information systems of any of our [removed: franchisees are disrupted or compromised,] [added: franchisees,] or [removed: the information systems of businesses with] [added: other third parties] which we interact, such as [removed: suppliers or] [added: suppliers,] distributors or third-party delivery providers, are disrupted or compromised, in a manner which impacts us or our IT Systems, as a result of a cyber-attack, data or security breach, or other security incident, or if our employees, [removed: franchisees] [added: franchisees, suppliers] or vendors fail to comply with applicable laws and regulations or fail to meet contractual and industry standards in connection therewith, any such developments could result in liabilities and penalties, have an adverse impact on our financial results and growth prospects, damage our brands and reputation, cause interruption of normal business operations, cause us to incur substantial costs, result in a loss of consumer confidence and sales and disrupt our supply chain, business and plans.

Additionally, such events could result in the loss, misappropriation, corruption or unauthorized access, acquisition, use or disclosure of data or inability to access data, the release of Confidential Information about our operations and subject us to [added: claims,] litigation and government enforcement actions.

Moreover, any significant cybersecurity event [added: which impacts us or our IT Systems] could require us to devote significant management time and resources to address such events, interfere with [removed: the] [added: our] pursuit of other important business strategies and initiatives, and cause us to incur additional expenditures, which could be material, including to investigate such events, remedy cybersecurity problems, recover lost data, prevent future compromises and adapt systems and practices in response to such events.

*Our business may be adversely affected by adverse public health conditions or the occurrence of other catastrophic or unforeseen events.*

Moreover, franchisee noncompliance with our franchise agreements and/or brand standards may lead to us to terminate franchise agreements and close related stores, which may have an impact on our results.

For example, on January 8, 2025, we terminated franchise agreements with the owner and operator of KFC and Pizza Hut restaurants in Turkey after failure to meet our brand standards.

*Our growth strategy depends upon our and our franchisees*’ *ability to successfully open new restaurants and to operate these restaurants profitably.*

restaurants and to operate these restaurants profitably.

In addition, our investments, including minority investments in certain franchisees, are potentially subject to changes in value, including through impairment, which have caused and could continue to cause, fluctuations in our results of operations.

from time to time.

In particular, sales in certain of our markets were adversely impacted in 2024 by the conflict in the Middle East.

Given the ongoing and dynamic nature of this conflict, sales may continue to be adversely impacted by the conflict going forward.

the country.

Further, we are subject to an increasing number of cybersecurity reporting obligations in different jurisdictions that vary in their scope and application, which may create conflicting reporting obligations and inhibit our ability to quickly provide complete and reliable information about cybersecurity incidents to customers, counterparties, and regulators, as well as the public.

Further, the payment card industry sets controls standards used in the transmission and approval of electronic payment transactions.

In addition, an increasing number of states and other jurisdictions in the U.S. where we and our Concepts’ franchisees operate have enacted privacy and data protection requirements.

In particular, we are currently allocating significant resources to accelerate our digital, technology, and innovation capabilities, and as part of this process we have been developing and/or implementing various AI initiatives.

The development of such AI initiatives is complex and uncertain, and presents various risks and uncertainties, including as the result of the rapidly evolving legal, regulatory and ethical landscape associated with the use of AI.

If we were to fail to successfully or effectively implement AI initiatives, or we encounter other deficiencies or failures in our AI systems or initiatives, this could put us at a competitive disadvantage and result in legal and regulatory risk, and brand or reputational harm.

The third-party delivery business is also the subject of increased scrutiny from regulators, which may result in additional costs and expenses that the third-party delivery businesses and aggregators may seek to pass through to participating restaurants or otherwise adversely impact such restaurants.

Further, with the increase in the use of AI and social media outlets, adverse publicity impacting a company, whether warranted or not, can be disseminated quickly and broadly without context or vetting for accuracy, making it increasingly difficult for companies to effectively respond.

identical or confusingly similar to our brands’ names and marks, or using other proprietary intellectual property we own.

These labor market conditions and the ongoing inflationary environment in markets where we operate have increased in recent years, and may continue to increase, the labor costs for our

Moreover, there may be a long-term trend toward higher wages in emerging markets as well as various other markets.

*Our success depends substantially on our corporate reputation and on the value and perception of our brands.*

Concepts’ brands generally or relative to alternatives.

If our or our Concepts’ franchisees’ data, processes and

- Public company compliance, disclosure and governance matters.

In this regard, a rule issued by the National Labor Relations Board (“NLRB”) in 2023 addressing the joint-employer test under the NLRA, which would have provided for more expansive joint employer standards, is not in effect after having been vacated by a federal district court in 2024.

Code.

*Our business and/or growth prospects may be adversely affected by public health conditions associated with the coronavirus (“COVID-19”), or the occurrence of other catastrophic or unforeseen events, such as future health epidemics, or natural disasters, geopolitical events, acts of war and events that lead to avoidance of public places or restrictions on public gatherings.*

For example, the outbreak of a widespread future health epidemic or pandemic, particularly if located in regions where we have significant operations, could adversely affect our business and/or growth prospects.

We could also be adversely affected if government authorities impose mandatory or voluntary

Our control is further limited where we utilize master franchise arrangements, which require us to rely on our master franchisees to enforce sub-franchisee compliance with our operating standards.

Following the Separation, Yum China became, and continues to be, our largest franchisee.

*We may not achieve our target restaurant development goal and new restaurants may not be profitable.*

construction, development and team member training timelines, and (v) supply chain challenges, including our ability to secure sufficient supply to support new restaurants.

In addition, we account for certain investments, including minority investments in certain franchisees such as Devyani International Limited, on a mark-to-market basis and, as a result, changes in the fair value of these investments impact our reported results.

Changes in market prices for equity securities are unpredictable, and our investments have caused, and could continue to cause, fluctuations in our results of operations and/or growth prospects.

As a result of the conflict between Russia and Ukraine, we no longer have any corporate presence in Russia following our disposal of our Pizza Hut and KFC businesses in Russia during the second quarters of 2022 and of 2023, respectively.

In addition, fluctuations in the value of currencies in which we or our Concepts’ franchisees operate could lead to increased costs and lower profitability to us or our Concepts’ franchisees and/or cause us or our Concepts’ franchisees to increase prices to customers, which could negatively impact sales in these markets and harm our financial results.

Further, the information systems of third parties upon which we rely in connection with our business, such as vendors, suppliers, franchisees and third-party delivery providers, could be compromised in a manner that adversely affects us and our information systems and business continuity and could result in indemnification claims or other disputes with such third parties.

We have incurred, and will continue to incur, certain expenses related to this attack, including expenses to respond to, remediate and investigate this matter.

There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our systems and information.

Moreover, advanced new attacks against information systems and devices by potential malicious attackers, including nation-state actors, state-sanctioned groups, advanced persistent threats, and known and unknown ransomware groups, increase the risk of cybersecurity incidents, including ransomware, malware and phishing attacks.

Other adversarial cyber actions that may occur, such as credential stuffing or distributed denial-of-service attacks, may affect consumer confidence, our ability to provide digital commerce platforms, or lead to regulatory actions or litigation.

Further, the standards and the technology currently used for transmission and approval of electronic payment transactions can put such data at risk, and are determined and controlled by the payment card industry, not by us.

In addition, within the U.S., various states, including California, have passed laws that require companies that process information with respect to consumers to, among other things, provide new disclosures and options to consumers about data collection, use and sharing practices.

Some of these laws are already in effect, while others are proposed and will go into effect in the coming years.

Moreover, some of these laws, such as the GDPR and the California Consumer Privacy Act, confer a private right-of-action to certain individuals and associations.

Various other jurisdictions where our Concepts have operations, have significantly strengthened, and may continue to strengthen, their data privacy requirements.

We cannot predict the impact that alternative methods of delivery, including autonomous vehicle delivery and third-party delivery technology solutions, or changes in consumer behavior facilitated by these alternative methods of delivery, will have on our business.

Advances in alternative methods of delivery, including advances in digital ordering technology, or certain changes in consumer behavior driven by these or other technologies and methods of delivery, could have a negative effect on our business, growth prospects and market position.

Moreover, there has been a rapid increase in the use of owned and/or third-party delivery services by our Concepts.

We have experienced and may continue to experience certain supply chain disruptions resulting from the current macroeconomic environment, which have adversely affected and may continue to adversely affect our business, growth prospects and results of operations.

costs to meet demand.

harm our Concepts’ reputations and adversely affect our business and/or our growth prospects.

Our corporate reputation could also suffer from negative publicity or consumer sentiment regarding Company action or brand imagery, misconduct by any of our or our Concepts’ franchisees’ employees, or a real or perceived failure of corporate governance.

In addition, some third parties (including ESG groups) may object

- Employment laws related to workplace health and safety, non-discrimination, non-harassment, whistleblower protections, and other terms and conditions of employment.

In this regard, the National Labor Relations Board issued a rule with an anticipated effective date in February 2024 addressing the joint-employer test under the NLRA.

This rule provides for more expansive standards in relation to determining joint employer status by giving consideration as to whether one entity has authority to control essential terms and conditions of employment of another entity, whether or not such control is exercised and whether or not any such exercise of control is direct or indirect.

Publicity relating to any such noncompliance or perception that we are not paying a sufficient amount of taxes could also harm our Concepts’ reputations and adversely affect our revenues.

If any of these facts, assumptions,

Brands, Inc. and its subsidiaries (collectively referred to herein as the “Company”, “YUM”, “we”, “us” or “our”) franchise or operate a system of over [removed: 58,000] [added: 61,000] restaurants in more than 155 countries and territories, primarily under the concepts of KFC, Taco Bell, Pizza Hut and [removed: The] Habit Burger [added: &] Grill (collectively, the “Concepts”).

The Habit Burger [added: &] Grill is a fast-casual restaurant concept specializing in made-to-order chargrilled burgers, sandwiches and more.

Of the over [removed: 58,000] [added: 61,000] restaurants, 98% are operated by franchisees.

As of December 31, [removed: 2023,] [added: 2024,] YUM consists of four operating segments:

- The Habit Burger [added: &] Grill Division which includes our worldwide operations of the Habit Burger [added: &] Grill concept

Through our Recipe for Good Growth we intend to [removed: unlock the growth potential of our Concepts and YUM, drive increased collaboration across our Concepts and geographies] [added: deliver iconic restaurant brands] and consistently [removed: deliver] [added: drive] better customer experiences, improved unit economics and higher rates of growth.

Key enablers include accelerated use of digital and [removed: technology] [added: technology, increased collaboration] and better leverage of our systemwide scale.

[removed: Our global citizenship and sustainability strategy is reflected in our Good agenda, which] [added: This] includes [added: a commitment to] our priorities for social responsibility, risk management and sustainable stewardship of our people, food and planet.

[removed: - Unrivaled Culture and Talent: Leverage our] [added: Our unrivaled] culture and [removed: people capability] [added: talent and leading with smart, heart and courage are key] to [removed: fuel] [added: our success, fueling] brand performance and franchise [removed: success][added: success.]

[removed: - Unmatched Operating Capability: Recruit] [added: Our unmatched operating capability allows us to recruit] and equip the best restaurant operators in the world to deliver great customer [removed: experiences][added: experiences.]

[removed: - Relevant, Easy and Distinctive Brands: Innovate] [added: We innovate] and elevate [added: our] iconic restaurant brands [added: that] people trust and [removed: champion][added: champion, resulting in relevant, easy and distinctive brands.]

[removed: - Bold Restaurant Development: Drive] [added: And our commitment to bold restaurant development drives] market and franchise unit expansion with strong [removed: economics and value][added: economics.]

- [removed: Maximize] [added: Maximizes] shareholder return through a combination of paying a competitive dividend and returning excess free cash flow through [removed: debt paydowns and] share [removed: repurchases; and][added: repurchases.]

- Targets a consolidated net leverage ratio that balances shareholder returns, cost of capital and flexibility against various risk [removed: factors.][added: factors; and]

- Same-store sales growth is the estimated percentage change in system sales of all restaurants that have been open and in the YUM system for one year or [removed: more (except as noted below),] [added: more,] including those temporarily closed.

From time-to-time restaurants may be temporarily closed due to remodeling or image enhancement, rebuilding, natural disasters, health epidemic or pandemic, landlord [removed: disputes] [added: disputes, boycotts, social] or [added: civil unrest or] other issues.

- System [removed: sales and] [added: sales,] System sales excluding the impacts of foreign currency translation (“FX”) [added: and, in 2024, System sales excluding FX and the 53rd week for our U.S. subsidiaries and certain international subsidiaries that operate on a weekly periodic calendar,] reflect the results of all restaurants regardless of ownership, including Company-owned and franchise restaurants.

We believe System sales growth is useful to investors as a significant indicator of the overall strength of our business as it incorporates our primary revenue drivers, Company and franchise same-store sales as well as net [added: new] unit growth.

- Diluted Earnings Per Share [added: ("EPS")] excluding Special Items (as defined [removed: below);][added: below) and, in 2024, Diluted EPS excluding Special Items and the 53rd week;]

[removed: -] [added: |] Effective Tax Rate excluding Special [removed: Items;][added: Items | | | | | | 23.6 | | % | | | | 20.6 | | % | | | | 20.9 | | % |]

[removed: -] [added: |] Core Operating [removed: Profit.][added: Profit Growth % | | | | | | 9 | | | | | | 12 | | | | | | 5 | | |]

For discussion of our results of operations for [removed: 2022] [added: 2023] compared to [removed: 2021,] [added: 2022,] refer to the Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Part II, Item 7 of our Form 10-K for the fiscal year ended December 31, [removed: 2022,] [added: 2023,] filed with the SEC on February [removed: 27, 2023.][added: 20, 2024.]

[removed: 2023] [added: 2024] financial highlights:

| KFC Division | | | [removed: +12] [added: +3] | | | | | | [removed: +7] [added: (2)] | | | | | | [removed: +8] [added: +7] | | | | | | [removed: +9] [added: +4] | | | | | | [removed: +12] [added: +6] | | |

| Taco Bell Division | | | [removed: +9] [added: +8] | | | | | | [removed: +5] [added: +4] | | | | | | [removed: +4] [added: +2] | | | | | | +11 | | | | | | +11 | | |

| Pizza Hut Division | | | [removed: +5] [added: (1)] | | | | | | [removed: +2] [added: (4)] | | | | | | [removed: +4] [added: +2] | | | | | | [removed: +1] [added: (5)] | | | | | | [removed: +3] [added: (3)] | | |

| Worldwide | | | [removed: +10] [added: +4] | | | | | | [removed: +6] [added: (1)] | | | | | | [removed: +6] [added: +4] | | | | | | [removed: +6] [added: +4] | | | | | | [removed: +12] [added: +9] | | |

- Foreign currency translation [removed: unfavorably] [added: negatively] impacted Divisional Operating Profit by [removed: $49] [added: $28] million for the year ended December 31, [removed: 2023.][added: 2024.]

This included a negative impact to our KFC Division Operating Profit of [removed: $41] [added: $22] million for the year ended December 31, [removed: 2023.][added: 2024.]

| | | | | | | | | | | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | | % Change | | |

| GAAP EPS | | | | | | | | | | | | [removed: $5.59] [added: $5.22] | | | [removed: $4.57] [added: $5.59] | | | [removed: +23] [added: (7)] | | |

| Special Items EPS | | | | | | | | | | | | [removed: $0.42] [added: $(0.26)] | | | [removed: $0.04] [added: $0.42] | | | NM | | |

| EPS Excluding Special Items | | | | | | | | | | | | [removed: $5.17] [added: $5.48] | | | [removed: $4.53] [added: $5.17] | | | [removed: +14] [added: +6] | | |

- Gross unit openings for the year were [removed: 4,754] [added: 4,535] units resulting in [removed: 3,349] [added: 2,757] net new units.

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2023] [added: 2024] | | | | | | | | | | | | [removed: 2022] [added: 2023] | | | | | | | | |

| Company sales | | | $ | [removed: 2,142] [added: 2,552] | | | | | $ | [removed: 2,072] [added: 2,142] | | | | | $ | [removed: 2,106] [added: 2,072] | | | | | [removed: 3] [added: 19] | | | | | | | | | | | | [removed: (2)] [added: 3] | | | | | | | | |

| Franchise and property revenues | | | [removed: 3,247] [added: 3,295] | | | | | | [removed: 3,096] [added: 3,247] | | | | | | [removed: 2,900] [added: 3,096] | | | | | | [removed: 5] [added: 1] | | | | | | | | | | | | [removed: 7] [added: 5] | | | | | | | | |

| Franchise contributions for advertising and other services | | | [removed: 1,687] [added: 1,702] | | | | | | [removed: 1,674] [added: 1,687] | | | | | | [removed: 1,578] [added: 1,674] | | | | | | 1 | | | | | | | | | | | | [removed: 6] [added: 1] | | | | | | | | |

| Total revenues | | | [removed: 7,076] [added: 7,549] | | | | | | [removed: 6,842] [added: 7,076] | | | | | | [removed: 6,584] [added: 6,842] | | | | | | [removed: 3] [added: 7] | | | | | | | | | | | | [removed: 4] [added: 3] | | | | | | | | |

| Company restaurant expenses | | | $ | [removed: 1,774] [added: 2,120] | | | | | $ | [removed: 1,745] [added: 1,774] | | | | | $ | [removed: 1,725] [added: 1,745] | | | | | [removed: (2)] [added: (20)] | | | | | | | | | | | | [removed: (1)] [added: (2)] | | | | | | | | |

This is done through a framework of three pillars: being Loved, Trusted and Connected.

Loved: We grow by delighting customers with craveable food and a distinctive experience.

Trusted: We operate responsibly with consistency and efficiency in our restaurants, across our system and in our communities.

Connected: We use our teamwork, technology and global scale to serve every customer, everywhere, anytime.

Same-store sales growth excludes, for subsidiaries operating on a monthly calendar, the extra day resulting from a leap year and excludes, for subsidiaries operating on a weekly periodic calendar, the last week of the year in fiscal years with 53 weeks.

- Effective Tax Rate excluding Special Items and, in 2024, Effective Tax Rate excluding Special Items and the 53rd week;

- Core Operating Profit and, in 2024, Core Operating Profit excluding the 53rd week.

- Net Income excluding Special Items and, in 2024, Net Income excluding Special Items and the 53rd week;

Further, while we generally include depreciation and amortization of restaurant-level assets within Divisional Company restaurant expenses used to derive Divisional Company restaurant profit, we record amortization of reacquired franchise rights arising from acquisition accounting within Corporate and unallocated Company restaurant expenses as such amortization is not believed to be indicative of ongoing Divisional results as well as to enhance comparability of acquired stores’ margins with those of existing restaurants within Divisional results.

For 2024 we provided System sales excluding FX and the 53rd week, Core Operating Profit excluding the 53rd week, Net Income excluding Special Items and the 53rd week, Diluted EPS excluding Special Items and the 53rd week and Effective Tax Rate excluding Special Items and the 53rd week to further enhance the comparability given the 53rd week that was part of our fiscal calendar in 2024.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Results Excluding 53rd Week in 2024 (% Change) | | | | | | | | |

| | | | | | | System Sales, ex FX | | | | | | Core Operating Profit | | |

| | | | KFC Division | | | +3 | | | | | | +5 | | |

| | | | Taco Bell Division | | | +6 | | | | | | +9 | | |

| | | | Pizza Hut Division | | | (1) | | | | | | (4) | | |

| | | | Worldwide | | | +3 | | | | | | +8 | | |

- Full-year EPS excluding Special Items and 53rd Week was $5.39.

| System Sales Growth %, excluding FX and 53rd week | | | | | | 3 | | | | | | N/A | | | | | | N/A | | |

| Impact of 53rd week | | | | | | (568) | | | | | | N/A | | | | | | N/A | | |

| System sales, excluding FX and the 53rd Week | | | | | | $ | 65,536 | | | | | $ | 64,958 | | | | | $ | 59,283 | |

| Impact of 53rd week | | | | | | (171) | | | | | | N/A | | | | | | N/A | | |

| System sales, excluding FX and the 53rd Week | | | | | | $ | 34,796 | | | | | $ | 34,828 | | | | | $ | 31,116 | |

| Impact of 53rd week | | | | | | (279) | | | | | | N/A | | | | | | N/A | | |

| System sales, excluding FX and the 53rd Week | | | | | | $ | 16,913 | | | | | $ | 15,912 | | | | | $ | 14,653 | |

| Impact of 53rd week | | | | | | (107) | | | | | | N/A | | | | | | N/A | | |

| System sales, excluding FX and the 53rd Week | | | | | | $ | 13,125 | | | | | $ | 13,522 | | | | | $ | 12,853 | |

| Impact of 53rd Week | | | | | | (11) | | | | | | N/A | | | | | | N/A | | |

| System sales, excluding FX and the 53rd Week | | | | | | $ | 702 | | | | | $ | 696 | | | | | $ | 661 | |

| Core Operating Profit Growth %, excluding the 53rd week | | | | | | 8 | | | | | | N/A | | | | | | N/A | | |

| Diluted EPS Growth %, excluding Special Items and the 53rd week | | | | | | 4 | | | | | | N/A | | | | | | N/A | | |

| Effective Tax Rate excluding Special Items and the 53rd week | | | | | | 23.5 | | % | | | | N/A | | | | | | N/A | | |

| German acquisition and Turkey termination-related costs(d) | | | | | | 61 | | | | | | — | | | | | | — | | |

| Impact of 53rd Week Operating Profit | | | | | | (36) | | | | | | N/A | | | | | | N/A | | |

| Core Operating Profit, excluding the 53rd Week | | | | | | $ | 2,536 | | | | | $ | 2,406 | | | | | $ | 2,154 | |

| | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| Impact of 53rd Week | | | | | | (9) | | | | | | N/A | | | | | | N/A | | |

| Core Operating Profit, excluding the 53rd Week | | | | | | $ | 1,376 | | | | | $ | 1,345 | | | | | $ | 1,198 | |

| Impact of 53rd Week | | | | | | (21) | | | | | | N/A | | | | | | N/A | | |

Our Growth agenda is based on four key drivers:

In 2021, when calculating respective same-store sales growth we also included in our prior year base the sales of stores that were added as a result of our acquisition of The Habit Restaurants, Inc. on March 18, 2020, and that were open for one year or more.

| | | | | | | | | | | | | | | | | | | | | |

- The benefit recorded in the year ended December 31, 2021, resulted primarily from $187 million of tax benefit as a result of concentration of management responsibility for European (excluding the UK) KFC franchise development, support operations and management oversight in Switzerland.

Concurrent with this change in management responsibility, we completed intra-entity transfers of certain KFC IP rights from subsidiaries in the UK to subsidiaries in Switzerland, and later, additional European IP rights from subsidiaries in the U.S. to subsidiaries in Switzerland.

With the transfers of these rights, we received a step-up in amortizable basis of those IP rights to current fair value under Swiss law.

The benefit recorded in the year ended December 31, 2021, also includes $64 million of benefit resulting from the remeasurement of deferred tax assets associated with previously transferred IP rights in the UK as a result of an increase in our jurisdictional tax rate.

| | | | | | | 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| GAAP Operating Profit (Loss) | | | | | | $ | 1,230 | | | | | $ | 758 | | | | | $ | 387 | | | | | $ | 2 | | | | | $ | (238) | | | | | $ | 2,139 | |

| General and administrative expenses | | | | | | 377 | | | | | | 174 | | | | | | 201 | | | | | | 48 | | | | | | 260 | | | | | | 1,060 | | |

| Company sales | | | | | | $ | 596 | | | | | $ | 944 | | | | | $ | 46 | | | | | $ | 520 | | | | | $ | — | | | | | $ | 2,106 | |

| Company restaurant margin % | | | | | | 17.7 | | % | | | | 23.9 | | % | | | | 6.8 | | % | | | | 9.0 | | % | | | | N/A | | | | | | 18.1 | | % |

This represented a low single-digit headwind to fourth-quarter same-store sales growth.

This trend has continued into the first quarter of 2024, and we expect the sales impact to decrease over the course of 2024.

Impact of Foreign Currency Translation on Operating Profit

Changes in foreign currency exchange rates negatively impacted the translation of our foreign currency denominated Divisional Operating Profit by $49 million for the year ended December 31, 2023.

For 2024, we currently expect changes in foreign currency to negatively impact Divisional Operating Profit by approximately $10 to $30 million, primarily in the first half of the year.

In 2020, we received an approximate 5% minority interest in Devyani International Limited (“Devyani”), an entity that owns our KFC India and Pizza Hut India master franchisee rights.

The minority interest was received in lieu of cash proceeds upon the refranchising of approximately 60 KFC restaurants in India.

On August 16, 2021, Devyani executed an initial public offering and subsequently the fair value of this investment became readily determinable.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | % B/(W) | | | | | | | | | | | | | | | | | | % B/(W) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

In 2023, the increase in Franchise and property revenues, excluding the impacts of foreign currency translation, was driven by unit growth and franchise same-store sales growth of 2%, partially offset by lapping the prior year recognition of franchise fees related to unexercised development rights arising from a master franchise agreement.

In 2023, the increase in G&A, excluding the impacts of foreign currency translation, was driven by higher headcount and salaries, higher professional fees and higher travel related expenses.

In 2023, the increase in Operating Profit, excluding the impacts of foreign currency translation, was driven by unit growth and same-store sales growth, partially offset by higher G&A and lapping the prior year recognition of franchise fees related to unexercised development rights arising from a master franchise agreement.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | % B/(W) | | | | | | | | | | | | % B/(W) | | | | | | | | | | | |

| Franchise | | | | | | 71 | | | | | | 63 | | | | | | 42 | | | | | | 13 | | | | | | | | | 50 | | |

| Other pension income (expense) (See Note 15) | | | | | | 6 | | | | | | (9) | | | | | | (7) | | | | | | NM | | | | | | | | | NM | | | | | |

Unallocated Other income (expense)

Unallocated Other income (expense) for the year ended December 31, 2022, includes Russia net operating profits of $44 million reclassed from KFC and Pizza Hut Division Other income due to our decision to exit Russia (see Note 19).

The decrease in Interest expense, net for 2023 was primarily driven by lapping $28 million of expense in the prior year relating to the call premium and unamortized debt issuance costs written-off associated with the redemption of the 2025 Notes (as discussed in our 2022 Form 10-K) and higher interest income.

This was partially offset by a higher weighted average interest rate.

The change was primarily driven by proceeds from the current year sale of KFC Russia, partially offset by lower refranchising proceeds.

We ended 2023 with a consolidated net leverage ratio of 4.2x EBITDA. We continually reassess our optimal leverage ratio to maximize shareholder returns.

| Credit Agreement | | | | | | $ | 48 | | | | | $ | 53 | | | | | 661 | | | | | | 15 | | | | | | 1,399 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,176 | | |

| Total | | | | | | $ | 48 | | | | | $ | 53 | | | | | $ | 1,599 | | | | | $ | 1,649 | | | | | $ | 1,994 | | | | | $ | 589 | | | | | $ | 800 | | | | | $ | 1,787 | | | | | $ | 2,100 | | | | | $ | 325 | | | | | $ | 275 | | | | | $ | 11,219 | |

In 2024, we expect that company store investments will exceed refranchising proceeds by $85 to $95 million, primarily driven by our strategy to accelerate growth of Habit Burger Grill company units and continued investments in Taco Bell company restaurants.

The Company is exposed to financial market risks associated with interest rates, foreign currency exchange [removed: rates, commodity prices] [added: rates] and [removed: the value of our equity investment in Devyani International Limited.][added: commodity prices.]

We have a market risk exposure to changes in interest rates, principally in the U.S. Our outstanding total debt, excluding [added: the Revolving Facility balance,] finance leases and debt issuance costs and discounts, of [removed: $11.2] [added: $11.0] billion includes [removed: 81%] [added: 82%] fixed-rate debt and [removed: 19%] [added: 18%] variable-rate debt.

We have attempted to minimize the interest rate risk from variable-rate debt through the use of interest rate swaps that, as of December 31, [removed: 2023,] [added: 2024,] result in a fixed interest rate on $1.5 billion of our variable-rate debt.

As a result, approximately [removed: 94%] [added: 96%] of this [removed: $11.2] [added: $11.0] billion of outstanding debt at December 31, [removed: 2023,] [added: 2024,] is effectively fixed-rate debt.

At December 31, [removed: 2023,] [added: 2024,] a hypothetical 100 basis-point increase in short-term interest rates would result, over the following twelve-month period after consideration of the aforementioned interest rate [removed: swaps,] [added: swaps through maturity,] in an increase of approximately [removed: $7] [added: $16] million in Interest expense, net within our Consolidated Statement of Income.

These estimated amounts are based upon the current level of variable-rate debt that has not been [removed: swapped] [added: swapped, both through and after maturity of our existing interest rate swaps,] to fixed and assume no changes in the volume or composition of that debt and exclude any impact from interest income related to cash and cash equivalents.

The fair value of our cumulative fixed-rate debt of [removed: $8.6] [added: $8.7] billion as of December 31, [removed: 2023,] [added: 2024,] would decrease approximately [removed: $430] [added: $375] million as a result of the same hypothetical 100 basis-point increase.

At December 31, [removed: 2023,] [added: 2024,] a hypothetical 100 basis-point decrease in short-term interest rates would decrease the asset associated with the fair value of our interest rate swaps by approximately [removed: $17] [added: $3] million.

The Company’s foreign currency net asset exposure (defined as foreign currency assets less foreign currency liabilities) totaled approximately [removed: $1] [added: $1.1] billion as of December 31, [removed: 2023.][added: 2024.]

The Company’s primary exposures result from our operations in Asia-Pacific, Europe and the [removed: Americas.]

For the fiscal year ended December 31, [removed: 2023,] [added: 2024,] Operating Profit would have decreased approximately $150 million if all foreign currencies had uniformly weakened 10% relative to the U.S. dollar.

These interest rate swaps mature in March 2025.

Americas.

Equity Investment Risk

YUM holds approximately 53 million shares of Devyani International Limited (“Devyani”) common stock (See Note 5).

As of December 31, 2023, the National Stock Exchange of India Limited composite closing sales price of Devyani was Indian Rupee 193.75.

A hypothetical 10% decline in the price of these shares would result in a $12 million decrease in the fair value of this investment, which would be reflected as a charge in Investment (income) expense, net within our Consolidated Statements of Income.

The effects of changes in market prices for equity securities are unpredictable, which could cause significant fluctuations in our quarterly and annual results.

YUM has over [removed: 58,000] [added: 61,000] restaurants in more than 155 countries and territories primarily operating under the four concepts of KFC, Taco Bell, Pizza Hut and [removed: The] Habit Burger [added: &] Grill (the “Concepts”).

The Company’s KFC, Taco Bell and Pizza Hut brands are global leaders of the chicken, [removed: Mexican-style] [added: Mexican-inspired] food and pizza categories, respectively.

[removed: The] Habit Burger [added: &] Grill is a fast-casual restaurant concept specializing in made-to-order chargrilled burgers, sandwiches and more.

At December 31, [removed: 2023,] [added: 2024,] 98% of our Concepts’ units are operated by independent franchisees or licensees under the terms of franchise or license agreements.

The following is a brief description of each Concept and a summary of our Concepts’ operations as of and for the year ended December 31, [removed: 2023:][added: 2024:]

| Taco Bell Division | | | | | | [removed: 8,564] [added: 8,757] | | | | | | [removed: 14] [added: 13] | | % | | | | [removed: 32] [added: 33] | | | | | | 94 | | % | | | | [removed: 15,915] [added: 17,193] | | | | | |

| Habit Burger [added: &] Grill Division | | | | | | [removed: 378] [added: 383] | | | | | | [removed: 3] [added: 2] | | % | | | | 3 | | | | | | [removed: 19] [added: 17] | | % | | | | [removed: 696] [added: 713] | | | | | |

*Habit Burger [added: &] Grill*

The first Habit Burger [added: &] Grill restaurant opened in 1969 in Santa Barbara, California.

The Habit Burger [added: &] Grill restaurant concept is built around a distinctive and diverse menu that includes chargrilled burgers and sandwiches made-to-order over an open flame and topped with fresh ingredients.

Through our Recipe for Good Growth we intend to [removed: unlock the growth potential of our Concepts and YUM, drive increased collaboration across our Concepts and geographies] [added: deliver iconic restaurant brands] and consistently [removed: deliver] [added: drive] better customer experiences, improved unit economics and higher rates of growth.

Key enablers include accelerated use of digital and [removed: technology] [added: technology, increased collaboration] and better leverage of our systemwide scale.

[removed: Our global citizenship and sustainability strategy is reflected in our Good agenda, which] [added: This] includes [added: a commitment to] our priorities for social responsibility, risk management and sustainable stewardship of our people, food and planet.

[removed: - Unrivaled Culture and Talent: Leverage our] [added: Our unrivaled] culture and [removed: people capability] [added: talent and leading with smart, heart and courage are key] to [removed: fuel] [added: our success, fueling] brand performance and franchise [removed: success][added: success.]

[removed: - Unmatched Operating Capability: Recruit] [added: Our unmatched operating capability allows us to recruit] and equip the best restaurant operators in the world to deliver great customer [removed: experiences][added: experiences.]

[removed: - Relevant, Easy and Distinctive Brands: Innovate] [added: We innovate] and elevate [added: our] iconic restaurant brands [added: that] people trust and [removed: champion][added: champion, resulting in relevant, easy and distinctive brands.]

[removed: - Bold Restaurant Development: Drive] [added: And our commitment to bold restaurant development drives] market and franchise unit expansion with strong [removed: economics and value][added: economics.]

As of December 31, [removed: 2023,] [added: 2024,] YUM consists of four operating segments:

- The Habit Burger [added: &] Grill Division which includes our worldwide operations of the Habit Burger [added: &] Grill concept

Of our over [removed: 57,000] [added: 60,000] franchised units at December 31, [removed: 2023,] [added: 2024,] approximately 35% operate under our master franchise programs, including over [removed: 13,700] [added: 15,400] units in mainland China.

[removed: In exchange,] master franchisees retain a certain percentage of fees payable by the sub-franchisees under their franchise agreements and often pay lower fees for the restaurants they operate.

In addition, Taco Bell, KFC and Habit Burger [added: &] Grill offer a drive-thru option in many stores.

In [removed: 2023,] [added: 2024,] our system restaurants generated digital sales of [removed: $29] [added: $33] billion, representing over [removed: 45%] [added: 50%] of overall system sales.

Additionally, [removed: The] Habit Burger [added: &] Grill entered into a purchasing agreement with RSCS effective July 31, 2020.

In the U.S., McLane Foodservice, Inc. is the [removed: exclusive] distributor for the majority of items used in Company-owned restaurants and for a substantial number of franchisee restaurants.

During [removed: 2023,] [added: 2024,] there were no material capital expenditures for environmental control facilities and no such material expenditures are anticipated.

[removed: The] [added: Like] restaurants [added: in the U.S., restaurants] outside the U.S. are [removed: also] subject to [removed: tariffs and] [added: certain] regulations [added: and tariffs] on imported commodities and equipment, laws regulating foreign investment and anti-bribery and anti-corruption laws.

As of December 31, [removed: 2023,] [added: 2024,] the Company and its subsidiaries employed approximately [removed: 35,000] [added: 40,000] persons (collectively referred to throughout this filing as "our employees" or "YUM employees"), including approximately [removed: 25,000] [added: 23,000] employees in the U.S. and approximately [removed: 10,000] [added: 17,000] employees outside the U.S. Approximately 85% of our employees work in restaurants while the remainder work in our restaurant-support centers.

In the U.S., approximately [removed: 90%] [added: 85%] of our Company-owned restaurant employees are part-time and approximately [removed: 50%] [added: 40%] have been employed by the Company for less than a year.

In addition to the persons employed by the Company and its subsidiaries, our approximately [removed: 57,000] [added: 60,000] franchise restaurants around the world are responsible for the employment of over an estimated 1 million people who work in and support those restaurants.

Each year YUM and our franchisees around the world create thousands of restaurant jobs, which are part-time, entry-level opportunities to grow careers at our KFC, Taco Bell, Pizza Hut and [removed: The] Habit Burger [added: &] Grill brands.

[removed: As evidence of the opportunities these positions create, approximately 80% of the Company-owned Restaurant General Managers (“RGMs”)] located in the U.S. have been promoted from other positions in our brands’ restaurants and such RGMs often earn pay greater than the average American household income.

We are also highly focused on building an inclusive culture among our employees, franchisees, suppliers and partners [removed: to reflect the diversity] [added: that reflects all] of our customers and [removed: communities.][added: communities, which we believe provides us with a competitive advantage with respect to the performance of our business.]

Our commitments and progress towards [removed: executing this strategy] [added: our vision of culture, opportunity and belonging] are reflected below.

| KFC Division | | | | | | 31,981 | | | | | | 89 | | % | | | | 150 | | | | | | 99 | | % | | | | $ | 34,452 | | | | |

| Pizza Hut Division | | | | | | 20,225 | | | | | | 68 | | % | | | | 111 | | | | | | 99 | | % | | | | 13,108 | | | | | |

| YUM | | | | | | 61,346 | | | | | | 70 | | % | | | | 156 | | | | | | 98 | | % | | | | $ | 65,466 | | | | |

This is done through a framework of three pillars: being Loved, Trusted and Connected.

Loved: We grow by delighting customers with craveable food and a distinctive experience.

Trusted: We operate responsibly with consistency and efficiency in our restaurants, across our system and in our communities.

Connected: We use our teamwork, technology and global scale to serve every customer, everywhere, anytime.

In exchange,

In 2024, we accelerated our technology transformation by integrating our digital and technology teams into a unified global team.

Additionally, we have introduced our Byte by Yum!

platform, a comprehensive collection of proprietary software as a service and artificial intelligence ("AI") driven products that enables easy operations for team members and improved experiences for customers, while consolidating essential systems into a cohesive, easy-to-manage platform.

The Byte by Yum!

platform includes online and mobile app ordering, point of sale, kitchen and delivery optimization, menu management, inventory and labor management and team member tools.

The implementation of Byte by Yum!

is also designed to enable a faster and more impactful adoption of AI by YUM and its brands, and offers franchisees leading technology capabilities with advantaged economics made possible by the scale of YUM all with a goal of unlocking new insights and driving profitable sales growth.

As evidence of the opportunities these positions create, approximately 80% of the Company-owned Restaurant General Managers (“RGMs”)

| KFC Division | | | | | | 29,900 | | | | | | 87 | | % | | | | 149 | | | | | | 99 | | % | | | | $ | 33,863 | | | | |

| Pizza Hut Division | | | | | | 19,866 | | | | | | 67 | | % | | | | 109 | | | | | | 99 | | % | | | | 13,315 | | | | | |

| YUM | | | | | | 58,708 | | | | | | 69 | | % | | | | 157 | | | | | | 98 | | % | | | | $ | 63,789 | | | | |

Our Growth agenda is based on four key drivers:

The Company's technology initiatives are aligned with the “Easy” element of its Relevant, Easy and Distinctive Brands growth driver: easy experiences for our customers, easy operations for our team members and franchisees and easy insights from our data.

Together, our technological initiatives are designed to simultaneously enhance the experience for our customers and restaurant-level employees while driving profitable sales growth.

*Overview*

*Culture & Talent*

We believe that our culture and talent provide us with a competitive advantage with respect to the performance of our business.

Our areas of focus in this regard include the following:

We promote these efforts through initiatives such as our leadership development program (Heartstyles), our unconscious bias program (Inclusive Leadership) and training programs with respect to our compliance polices, including our Code of Conduct.

Our Heartstyles program is also available to our franchisees so that their employees may benefit as well.

*Equity, Inclusion & Belonging*

In connection with our focus on equity, inclusion and belonging, our areas of focus include the following:

- Significantly increasing the number of women in our senior leadership globally, with a goal of achieving gender parity by 2030.

In 2022, approximately 43% of our global corporate leadership roles were held by women and approximately 52% of our global workforce were women.

- Continuing to make Inclusive Leadership training and anti-racism training available across our system.

We intend to expand our Inclusive Leadership training to employees and franchisees around the world and have started development of an online module of this training program to help provide even greater access.

| | | | | | | EXCHANGE ACT OF 1934 for the fiscal year ended | | | December 31, [removed: 2023] [added: 2024] | | |

The aggregate market value of the voting stock (which consists solely of shares of Common Stock) held by non-affiliates of the registrant as of June 30, [removed: 2023,] [added: 2024,] computed by reference to the closing price of the registrant’s Common Stock on the New York Stock Exchange Composite Tape on such date was approximately [removed: $39] [added: $37] billion.

The number of shares outstanding of the registrant’s Common Stock as of February [removed: 16, 2024,] [added: 17, 2025,] was [removed: 281,336,280] [added: 279,101,936] shares.

Portions of the definitive proxy statement furnished to shareholders of the registrant in connection with the annual meeting of shareholders to be held on May [removed: 16, 2024,] [added: 15, 2025,] are incorporated by reference into Part III.

Forward-looking statements can be [added: generally] identified by the fact that they do not relate strictly to historical or current facts and by the use of forward-looking words such as “expect,” “expectation,” “believe,” “anticipate,” “may,” “could,” “intend,” “belief,” “plan,” “estimate,” “target,” “predict,” “likely,” “seek,” “project,” “model,” “ongoing,” “will,” “should,” “forecast,” “outlook” or similar terminology.

Forward-looking statements are based on [added: and reflect] our current expectations, estimates, assumptions and/or projections, our perception of historical trends and current conditions, as well as other factors that we believe are appropriate and reasonable under the circumstances.

Forward-looking statements are neither predictions nor guarantees of future events, circumstances or performance and are inherently subject to known and unknown risks, uncertainties and assumptions that could cause our actual results to differ materially from those indicated by those [removed: forward-looking] statements.

The Company has received no written comments regarding its periodic or current reports from the staff of the Securities and Exchange Commission that were issued 180 days or more preceding the end of its [removed: 2023] [added: 2024] fiscal year and that remain unresolved.

- Test our information security defenses and to perform external penetration assessments; [added: and]

- Review and assess the Program and its [removed: maturity; and][added: maturity]

Additionally, we obtain [added: Type 1 and Type 2] System and Organization Controls (“SOC”) [removed: 1 or SOC] 2 reports on an annual basis from vendors that host our significant financial applications to aid in our assessment of information security risk associated with our relationship with the host vendor.

If a host vendor is not able to provide a SOC [removed: 1 or SOC] 2 report, we take additional steps to assess information security risk associated with the relationship.

[removed: Over 98%] [added: The vast majority (98%)] of our restaurants are owned and operated by franchisees who themselves are at risk of cyber-attacks or security incidents.

[removed: There] [added: In such instances, there] is limited direct connectivity between the [removed: Company’s network] [added: networks that the Company manages] and the networks [removed: on] which our franchisees [removed: operate.][added: manage.]

We have established minimum information security standards for our [removed: franchisees, which] [added: franchisees through our Franchise Agreement Policy Manuals and Brand Standards and those minimum information security standards] are in [added: the] process of being adopted.

Our CISO has expertise in cybersecurity risk management through, among other things, [removed: his past service in] [added: over 30 years of] information security [removed: roles at the Company,] [added: experience,] prior [removed: IT] [added: CISO] and security leadership positions at other public companies, and certain technology and information security matters certifications.

In addition, under the Plan, we have established a cross-functional management group comprised of our Chief Legal Officer, Chief Financial Officer, [added: Chief Digital and Technology Officer,] Vice President Internal Audit, [removed: Vice President Compliance,] [added: Chief Compliance Officer,] Senior Vice President Finance & Corporate Controller and CISO.

Our CISO and Chief Digital and Technology Officer advise the Audit Committee at least four times a year, and the Board of Directors regularly, on our management and oversight of information security [removed: risks, including data privacy] [added: risks] and data protection risks.

Whilst some of those franchisees do operate their restaurants utilizing the Company’s networks and systems, many use networks and systems which they manage themselves.

- Advise our Board of Directors and management regarding the structure and oversight of the program, incident response services and various cybersecurity related matters

As of year end [removed: 2023,] [added: 2024,] the Company’s Concepts owned land, building or both for [removed: 326] [added: 362] restaurants worldwide in connection with the operation of our [removed: 1,017] [added: 1,311] Company-owned restaurants.

- The KFC Division owned land, building or both for [removed: 66] [added: 100] restaurants.

- The Taco Bell Division owned land, building or both for [removed: 258] [added: 260] restaurants.

The Company currently also owns land, building or both related to approximately [removed: 450] [added: 425] franchise restaurants that it leases to franchisees and leases land, building or both related to approximately [removed: 250] [added: 200] franchise restaurants that it subleases to franchisees, principally in the U.S., United Kingdom, Australia and Germany.

A leased building in Irvine, California contains the Taco Bell Division and [removed: The] [added: the] Habit Burger [added: &] Grill Division corporate headquarters and a Taco Bell research facility.

The executive officers of the Company as of February [removed: 20, 2024,] [added: 19, 2025,] and their ages and current positions as of that date are as follows:

David Gibbs, [removed: 60,] [added: 61,] is Chief Executive Officer of YUM a position he has held since January 2020.

[removed: Scott Catlett, 47,] [added: Erika Burkhardt, 51,] is Chief Legal [removed: and Franchise] Officer and Corporate Secretary of YUM.

[removed: He] [added: She] has served in this position since [removed: July 2020.][added: November 2024.]

Sean Tresvant, [removed: 53,] [added: 54,] is Chief Executive Officer of Taco Bell Division.

Aaron Powell, [removed: 52,] [added: 53,] is Chief Executive Officer of Pizza Hut Division, a position he has held since September 2021.

David Russell, [removed: 54,] [added: 55,] is Senior Vice President, Finance and Corporate Controller of YUM.

Sabir Sami, [removed: 56,] [added: 57,] is Chief Executive Officer of KFC Division, a position he has held since January 2022.

Tracy Skeans, [removed: 51,] [added: 52,] is Chief Operating Officer and Chief People [added: & Culture] Officer of YUM.

She has served as Chief Operating Officer since January 2021 and Chief People [added: & Culture] Officer since January 2016.

Prior to that, she served as Associate General Counsel of YUM from July 2020 to November 2024 where she oversaw the Company’s trademark and employment law teams.

She has been with the Company since 2004, including as Pizza Hut U.S. Human Resources & Litigation Counsel and Vice President, Brand Protection.

He has informed the Company that he plans to resign as Chief Executive Officer of KFC Division on March 1, 2025.

Christopher Turner, 50, is Chief Financial and Franchise Officer of YUM.

He has served as Chief Financial Officer since August 2019 and Chief Franchise Officer since November 2024.

Additionally, the following executive officer of the Company has been appointed:

Scott Mezvinsky, 49, is President of Taco Bell North America and International, a position he has held since December 2023.

Effective March 1, 2025, he will become the Chief Executive Officer of KFC Division.

Prior to his current role, he served as President of Taco Bell North America from September 2023 to December 2023, as Managing Director of Taco Bell North America from February 2023 to September 2023 and as Global Chief Strategy & Financial Officer for Taco Bell from February 2021 to February 2023.

Since joining the Company in 2004, Mr. Mezvinsky has served in various positions at KFC and YUM, including General Manager of KFC Iberia, as well as roles in the KFC Latin America and Caribbean market, including Chief Development Officer and Vice President, Development and Operations.

Prior to that, he served as General Counsel and Corporate Secretary of YUM from July 2018 to June 2020 and he served as Vice President and Deputy General Counsel of YUM from November 2015 to June 2018.

From September 2007 to October 2015 Mr. Catlett held various YUM positions including Vice President & Associate General Counsel.

He is responsible for driving Taco Bell’s global growth strategies, franchise operations and overall performance.

Christopher Turner, 49, is Chief Financial Officer of YUM, a position he has held since August 2019.

As of February [removed: 16, 2024,] [added: 17, 2025,] there were [removed: 34,276] [added: 32,381] registered holders of record of the Company’s Common Stock.

In [removed: 2023,] [added: 2024,] the Company declared and paid four cash dividends of [removed: $0.605] [added: $0.67] per share.

In [removed: January 2024,] [added: February 2025,] the Company’s Board of Directors declared a dividend of [removed: $0.67] [added: $0.71] per share to be distributed March [removed: 8, 2024,] [added: 7, 2025,] to shareholders of record at the close of business on February 21, [removed: 2024.][added: 2025.]

Future decisions to pay cash dividends continue to be at the discretion of the Company’s Board of Directors and will be dependent on our operating performance, financial condition, capital expenditure requirements and other factors that the Company’s Board of Directors [removed: considers] [added: consider] relevant.

In [removed: September 2022,] [added: May, 2024,] our Board of Directors authorized share repurchases of up to $2.0 billion (excluding applicable transaction [removed: fees)] [added: fees and excise taxes)] of our outstanding Common Stock through [removed: June 30, 2024.][added: December 31, 2026.]

As of December 31, [removed: 2023,] [added: 2024,] we have remaining capacity to repurchase up to [removed: $1.7] [added: $1.6] billion of Common Stock under this authorization.

This graph compares the cumulative total return of our Common Stock to the cumulative total return of the S&P 500 Index and the S&P 500 Consumer Discretionary Sector Index, a peer group that includes YUM, for the period from December 31, [removed: 2018] [added: 2019] to December [removed: 29, 2023.][added: 31, 2024.]

The graph assumes that the value of the investment in our Common Stock and each index was $100 at December 31, [removed: 2018,] [added: 2019,] and that all cash dividends were reinvested.

[removed: ][added: ]

| | | | | | | [removed: 12/31/2018] [added: 12/31/2019] | | | | | | [removed: 12/31/2019] [added: 12/30/2020] | | | | | | [removed: 12/30/2020] [added: 12/31/2021] | | | | | | [removed: 12/31/2021] [added: 12/30/2022] | | | | | | [removed: 12/30/2022] [added: 12/29/2023] | | | | | | [removed: 12/29/2023] [added: 12/31/2024] | | |

The following table provides information as of December 31, 2024, with respect to shares of Common Stock repurchased by the Company during the quarter then ended.

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Fiscal Periods | | | | | | Total number of shares purchased (thousands) | | | | | | Average price paid per share | | | | | | Total number of shares purchased as part of publicly announced plans or programs (thousands) | | | | | | Approximate dollar value of shares that may yet be purchased under the plans or programs (millions) | | |

| 10/1/24 - 10/31/24 | | | | | | 717 | | | | | | $ | 135.00 | | | | | 717 | | | | | | $ | 1,627 | |

| 11/1/24 - 11/30/24 | | | | | | 24 | | | | | | $ | 133.10 | | | | | 24 | | | | | | $ | 1,623 | |

| 12/1/24 - 12/31/24 | | | | | | 107 | | | | | | $ | 131.77 | | | | | 107 | | | | | | $ | 1,609 | |

| Total | | | | | | 848 | | | | | | $ | 134.54 | | | | | 848 | | | | | | | | |

| YUM | | | | | | $ | 100 | | | | | $ | 110 | | | | | $ | 143 | | | | | $ | 134 | | | | | $ | 140 | | | | | $ | 146 | |

| S&P 500 | | | | | | $ | 100 | | | | | $ | 118 | | | | | $ | 152 | | | | | $ | 125 | | | | | $ | 157 | | | | | $ | 197 | |

| S&P Consumer Discretionary | | | | | | $ | 100 | | | | | $ | 133 | | | | | $ | 166 | | | | | $ | 104 | | | | | $ | 149 | | | | | $ | 193 | |

During the quarter ended December 31, 2023, we did not repurchase shares of our Common Stock.

| YUM | | | | | | $ | 100 | | | | | $ | 111 | | | | | $ | 122 | | | | | $ | 159 | | | | | $ | 150 | | | | | $ | 155 | |

| S&P 500 | | | | | | $ | 100 | | | | | $ | 131 | | | | | $ | 156 | | | | | $ | 200 | | | | | $ | 164 | | | | | $ | 207 | |

| S&P Consumer Discretionary | | | | | | $ | 100 | | | | | $ | 128 | | | | | $ | 171 | | | | | $ | 212 | | | | | $ | 134 | | | | | $ | 190 | |

| Report of Independent Registered Public Accounting Firm | | | [removed: [53](#ib27fb4e3b44447439db034276ba57b7e_88)] [added: [56](#i3a138a347a2e4a08a7a0bc726782fa0d_91)] | | |

| Consolidated Statements of Income | | | [removed: [55](#ib27fb4e3b44447439db034276ba57b7e_91)] [added: [58](#i3a138a347a2e4a08a7a0bc726782fa0d_94)] | | |

| Consolidated Statements of Comprehensive Income | | | [removed: [56](#ib27fb4e3b44447439db034276ba57b7e_94)] [added: [59](#i3a138a347a2e4a08a7a0bc726782fa0d_97)] | | |

| Consolidated Statements of Cash Flows | | | [removed: [57](#ib27fb4e3b44447439db034276ba57b7e_97)] [added: [60](#i3a138a347a2e4a08a7a0bc726782fa0d_100)] | | |

| Consolidated Balance Sheets | | | [removed: [58](#ib27fb4e3b44447439db034276ba57b7e_100)] [added: [61](#i3a138a347a2e4a08a7a0bc726782fa0d_103)] | | |

| Consolidated Statements of Shareholders’ Deficit | | | [removed: [59](#ib27fb4e3b44447439db034276ba57b7e_103)] [added: [62](#i3a138a347a2e4a08a7a0bc726782fa0d_106)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [60](#ib27fb4e3b44447439db034276ba57b7e_106)] [added: [63](#i3a138a347a2e4a08a7a0bc726782fa0d_109)] | | |

Brands, Inc. and subsidiaries (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of income, comprehensive income, cash flows, and shareholders’ deficit for each of the years in the three-year period ended December 31, [removed: 2023,] [added: 2024,] and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2023,] [added: 2024,] in conformity with U.S. generally accepted accounting principles.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

[removed: A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and] dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

As discussed in Note 18 to the consolidated financial statements, the Company has recorded unrecognized tax benefits, excluding associated interest, of [removed: $151] [added: $126] million.

| Fiscal years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | | | | | | | | | | | | | | | | | | |

| | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Company sales | | | | | | $ | [removed: 2,142] [added: 2,552] | | | | | $ | [removed: 2,072] [added: 2,142] | | | | | $ | [removed: 2,106] [added: 2,072] | |

| Franchise and property revenues | | | | | | [removed: 3,247] [added: 3,295] | | | | | | [removed: 3,096] [added: 3,247] | | | | | | [removed: 2,900] [added: 3,096] | | |

| Franchise contributions for advertising and other services | | | | | | [removed: 1,687] [added: 1,702] | | | | | | [removed: 1,674] [added: 1,687] | | | | | | [removed: 1,578] [added: 1,674] | | |

| Total revenues | | | | | | [removed: 7,076] [added: 7,549] | | | | | | [removed: 6,842] [added: 7,076] | | | | | | [removed: 6,584] [added: 6,842] | | |

| Company restaurant expenses | | | | | | [removed: 1,774] [added: 2,120] | | | | | | [removed: 1,745] [added: 1,774] | | | | | | [removed: 1,725] [added: 1,745] | | |

| General and administrative expenses | | | | | | [removed: 1,193] [added: 1,181] | | | | | | [removed: 1,140] [added: 1,193] | | | | | | [removed: 1,060] [added: 1,140] | | |

| Franchise and property expenses | | | | | | [removed: 123] [added: 69] | | | | | | [removed: 123] [added: 33] | | | | | | [added: 13 | | | | | | 2 | | | | | |] 117 | | |

| Franchise advertising and other services expense | | | | | | [removed: 1,683] [added: 1,711] | | | | | | [removed: 1,667] [added: 1,683] | | | | | | [removed: 1,576] [added: 1,667] | | |

| Refranchising (gain) loss | | | | | | [removed: (29)] [added: (34)] | | | | | | [removed: (27)] [added: (29)] | | | | | | [removed: (35)] [added: (27)] | | |

| Other (income) expense | | | | | | [removed: 14] [added: 34] | | | | | | [removed: 7] [added: 14] | | | | | | [removed: 2] [added: 7] | | |

| Total costs and expenses, net | | | | | | [removed: 4,758] [added: 5,146] | | | | | | [removed: 4,655] [added: 4,758] | | | | | | [removed: 4,445] [added: 4,655] | | |

| Operating Profit | | | | | | [removed: 2,318] [added: 2,403] | | | | | | [removed: 2,187] [added: 2,318] | | | | | | [removed: 2,139] [added: 2,187] | | |

| Investment (income) expense, net | | | | | | [removed: (7)] [added: 21] | | | | | | [removed: (11)] [added: (7)] | | | | | | [removed: (86)] [added: (11)] | | |

| Other pension (income) expense | | | | | | [removed: (6)] [added: (7)] | | | | | | [removed: 9] [added: (6)] | | | | | | [removed: 7] [added: 9] | | |

| Interest expense, net | | | | | | [removed: 513] [added: 489] | | | | | | [removed: 527] [added: 513] | | | | | | [removed: 544] [added: 527] | | |

| Income before income taxes | | | | | | [removed: 1,818] [added: 1,900] | | | | | | [removed: 1,662] [added: 1,818] | | | | | | [removed: 1,674] [added: 1,662] | | |

| Income tax provision | | | | | | [removed: 221] [added: 414] | | | | | | [removed: 337] [added: 221] | | | | | | [removed: 99] [added: 337] | | |

| Net Income | | | | | | $ | [removed: 1,597] [added: 1,486] | | | | | $ | [removed: 1,325] [added: 1,597] | | | | | $ | [removed: 1,575] [added: 1,325] | |

| Basic Earnings Per Common Share | | | | | | $ | [removed: 5.68] [added: 5.28] | | | | | $ | [removed: 4.63] [added: 5.68] | | | | | $ | [removed: 5.30] [added: 4.63] | |

| Diluted Earnings Per Common Share | | | | | | $ | [removed: 5.59] [added: 5.22] | | | | | $ | [removed: 4.57] [added: 5.59] | | | | | $ | [removed: 5.21] [added: 4.57] | |

| Dividends Declared Per Common Share | | | | | | $ | [removed: 2.42] [added: 2.68] | | | | | $ | [removed: 2.28] [added: 2.42] | | | | | $ | [removed: 2.00] [added: 2.28] | |

| Net Income | | | | | | $ | [removed: 1,597] [added: 1,486] | | | | | $ | [removed: 1,325] [added: 1,597] | | | | | $ | [removed: 1,575] [added: 1,325] | |

| Adjustments and gains (losses) arising during the year | | | | | | [removed: 18] [added: (37)] | | | | | | [removed: (84)] [added: 18] | | | | | | [removed: (24)] [added: (84)] | | |

| Reclassifications of adjustments and (gains) losses into Net Income | | | | | | [removed: 71] [added: —] | | | | | | [removed: —] [added: 71] | | | | | | — | | |

| Unrealized gains (losses) arising during the year | | | | | | [removed: (12)] [added: (54)] | | | | | | [removed: (115)] [added: (12)] | | | | | | [removed: 65] [added: (115)] | | |

The Company acquired the operations and related assets of two franchise entities that owned 216 KFC restaurants in the U.K. and Ireland (“KFC U.K. & Ireland”) during 2024, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, KFC U.K. & Ireland’s internal control over financial reporting associated with 6% of total assets and 4% of total revenues included in the consolidated financial statements of the Company as of and for the year ended December 31, 2024.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of KFC U.K. & Ireland.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and

| Franchise and property expenses | | | | | | 134 | | | | | | 123 | | | | | | 123 | | |

| | | | | | | (37) | | | | | | 89 | | | | | | (84) | | |

| | | | | | | (37) | | | | | | 89 | | | | | | (84) | | |

| | | | | | | (52) | | | | | | (11) | | | | | | (81) | | |

| | | | | | | (39) | | | | | | (10) | | | | | | (60) | | |

| Net Income | | | | | | $ | 1,486 | | | | | $ | 1,597 | | | | | $ | 1,325 | |

| Refranchising (gain) loss | | | | | | (34) | | | | | | (29) | | | | | | (27) | | |

| Proceeds from sale of Devyani Investment | | | | | | 104 | | | | | | — | | | | | | — | | |

| Acquisition of KFC U.K. and Ireland restaurants | | | | | | (174) | | | | | | — | | | | | | — | | |

| Maturities (purchases) of Short term investments, net | | | | | | (91) | | | | | | — | | | | | | — | | |

| Fiscal years ended December 31, 2024, 2023 and 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| Balance at December 31, 2024 | | | | | | 279 | | | | | | $ | — | | | | | $ | (7,256) | | | | | $ | (392) | | | | | | | | | | | $ | (7,648) | | | | | | | | | | |

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| (1) Includes excise tax on share repurchases. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

We do not have a significant equity interest in any of our franchisee businesses.

sufficient to permit the cooperatives to finance their activities without additional subordinated financial support.

Fiscal year 2024 included 53 weeks for our U.S. businesses and for our international subsidiaries that reported on a period calendar.

See Note 5.

In 2024, 2023 and 2022, such amounts totaled $15 million, $3 million and $6 million in net provisions, respectively.

future levels of taxable income.

Software development costs primarily include costs to develop software to be used solely to meet internal needs and cloud-based applications used to deliver our software services for use in our Company restaurants or by our franchisees.

We capitalize development costs related to software developed for our internal needs and such cloud-based applications once the preliminary project stage is complete and it is probable that the project will be completed and the software will be used to perform the function intended.

Customer facing software is typically amortized over a useful life at the shorter end of this range, while back office and corporate systems may have a longer useful life.

Additionally, we recorded $2 million of excise tax related to share repurchases in 2024 as an addition to Accumulated deficit.

Recent Accounting Pronouncements. In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which updates reportable

segment disclosure requirements through enhanced disclosures about significant segment expenses.

February 20, 2024

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| | | | | | | 89 | | | | | | (84) | | | | | | (24) | | |

| | | | | | | (11) | | | | | | (81) | | | | | | 81 | | |

| | | | | | | (10) | | | | | | (60) | | | | | | 62 | | |

| Debt issuance costs | | | | | | — | | | | | | (11) | | | | | | (37) | | |

| Balance at December 31, 2020 | | | | | | 300 | | | | | | $ | — | | | | | $ | (7,480) | | | | | $ | (411) | | | | | | | | | | | $ | (7,891) | | | | | | | | | | |

We do not have a significant equity interest in any of our franchisee businesses except for a minority interest in an entity, Devyani International Limited (“Devyani”), that owns our KFC India and Pizza Hut India master franchisee rights.

This minority interest does not give us the ability to significantly influence this entity.

We account for our investment in Devyani as an equity security.

As the fair value of this equity security is readily determinable we record changes in fair value in Investment (income) expense, net.

Such arrangements typically

In 2023 and 2022, we recorded $3 million and $6 million in net provisions, respectively, and in 2021, we recorded $6 million in net recoveries.

undiscounted cash flows we expect to generate from such assets.

the intellectual property associated with our Concepts’ brands.

for the Rostik's brand.

In 2020, we received an approximate 5% minority interest in Devyani, an entity that owns our KFC India and Pizza Hut India master franchisee rights.

The minority interest was received in lieu of cash proceeds upon the refranchising of approximately 60 KFC restaurants in India.

On August 16, 2021, Devyani executed an initial public offering and subsequently the fair value of this investment became readily determinable.

On April 23, 2021, certain subsidiaries of the Company issued a notice of redemption for June 1, 2021, for $1,050 million aggregate principal amount of 5.25% Subsidiary Senior Unsecured Notes due in 2026.

The redemption amount was equal to 102.625% of the $1,050 million aggregate principal amount redeemed, reflecting a $28 million call premium.

We recognized the call premium and the write-off of $6 million of unamortized debt issuance costs associated with the notes within Interest expense, net.

| | | | 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Company sales | | | | | | $ | 65 | | | | | $ | 944 | | | | | $ | 21 | | | | | $ | 520 | | | | | $ | 1,550 | |

| Franchise revenues | | | | | | 198 | | | | | | 661 | | | | | | 279 | | | | | | 4 | | | | | | 1,142 | | |

| Franchise revenues | | | | | | 235 | | | | | | — | | | | | | 62 | | | | | | — | | | | | | 297 | | |

| Company sales | | | | | | 531 | | | | | | — | | | | | | 25 | | | | | | — | | | | | | 556 | | |

| Franchise revenues | | | | | | 1,049 | | | | | | 37 | | | | | | 249 | | | | | | — | | | | | | 1,335 | | |

| | | | | | | $ | 2,793 | | | | | $ | 2,238 | | | | | $ | 1,028 | | | | | $ | 525 | | | | | $ | 6,584 | |

| Balance at December 31, 2021 | | | | | | $ | 421 | |

| Thereafter | | | 149 | | | | | |

| Total | | | $ | 444 | | | | |

| Cash and restricted cash related to KFC Russia included in assets held for sale (see Note 3) | | | | | | $ | — | | | | | 25 | | | | | | — | | |

KFC Russia assets held for sale accounted for $185 million, including property, plant and equipment of $59 million, of the $190 million, while KFC Russia liabilities held for sale accounted for all of the $65 million as of December 31, 2022.

| Goodwill, net as of December 31, 2021(a) | | | | | | $ | 232 | | | | | $ | 98 | | | | | $ | 257 | | | | | $ | 70 | | | | | $ | 657 | |

| | | | | | | $ | 633 | | | | | $ | (404) | | | | | $ | 619 | | | | | $ | (392) | |

At December 31, 2022, KFC Russia finite-lived intangible assets of $23 million were classified as held for sale and are included in Prepaid expenses and other current assets in our Consolidated Balance Sheet (see Note 9) and thus are not included in the table above.

| | | | | | | $ | 11,269 | | | | | $ | 11,943 | |

| Term Loan B Facility | | | | | | March 2021 | | | | | | March 2028 | | | | | | $ | 1,459 | | | | | (a) | | | | | | 5.06 | | % |

Based on our evaluation under the framework in *Internal Control – Integrated Framework (2013)*, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]

There were no changes with respect to the Company’s internal control over financial reporting or in other factors that materially affected, or are reasonably likely to materially affect, internal control over financial reporting during the quarter ended December 31, [removed: 2023.][added: 2024.]

We have excluded from the scope of management's assessment of the effectiveness of our internal control over financial reporting as of December 31, 2024, the operations and related assets of two franchisee entities that owned 216 KFC restaurants in the U.K. and Ireland, which we acquired on April 29, 2024.

The total assets and revenues excluded represented approximately 6% and 4% of the Company's respective consolidated total assets and total revenues as of and for the year ended December 31, 2024.

During the three months ended December 31, [removed: 2023,] [added: 2024,] none of the Company's directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement" as defined in Item 408(c) of Regulation S-K, except as follows:

| Tracy [removed: Skeans / Chief] [added: Skeans/Chief] Operating Officer and Chief People [added: & Culture] Officer | | | | | | Rule 10b5-1 trading plan | | | | | | [removed: November 26, 2023] [added: December 3, 2024] | | | | | | December 31, [removed: 2024] [added: 2025] | | | | | | [removed: 62,417(1)] [added: 32,964(2)] | | | | | | Sale of [added: Shares/Sale of Resulting] Shares [added: from PSU Vesting] | | |

| David Gibbs / Chief Executive Officer | | | | | | Rule 10b5-1 trading plan | | | | | | December [removed: 1, 2023] [added: 4, 2024] | | | | | | [removed: December 31, 2024] [added: April 30, 2026] | | | | | | [removed: 115,582(2)] [added: 109,716(1)] | | | | | | [removed: Sale of Shares/] Exercise of Stock Appreciation Rights and Sale of Resulting Shares | | |

[removed: (1) Represents] [added: (2)Represents 10,434 outstanding shares of common stock and] the number [removed: of] shares of common stock to be received upon vesting of [removed: Ms. Skeans’] [added: the] performance share unit awards [removed: (assuming maximum performance) and restricted stock unit awards] specified in the [removed: plan.][added: plan (assuming maximum performance).]

[added: The actual number of shares of] common stock [removed: that will] [added: to] be received [removed: upon vesting] and sold [removed: pursuant to] [added: following] the [removed: trading plan] [added: vesting of the performance share unit awards] will depend upon the Company’s performance, dividend equivalent [removed: accruals,] [added: accruals] and the number of shares withheld for any taxes.

[removed: (2) Represents] [added: (3)Represents] the number of shares of common stock [removed: to be received upon vesting of Mr. Gibbs’] [added: underlying the] restricted stock unit awards and [removed: exercise of] stock appreciation rights awards specified in the plan.

The actual number of shares of common stock [removed: under a restricted stock unit award that will] [added: to] be received [removed: upon vesting] and sold [removed: pursuant to] [added: following] the [removed: trading plan] [added: vesting of the restricted stock unit awards] will depend [removed: on] [added: upon] dividend equivalent accruals and the number of shares withheld for any taxes.

The [removed: resulting] [added: actual] number of shares of common stock [added: to be] received and sold following the [added: exercise of the] stock appreciation rights [removed: exercise] [added: awards] will depend upon the appreciation [added: in the value] of the [removed: award] [added: stock appreciation rights awards] and the number of shares withheld for any taxes.

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| Erika Burkhardt/Chief Legal Officer and Corporate Secretary | | | | | | Rule 10b5-1 trading plan | | | | | | December 3, 2024 | | | | | | September 30, 2025 | | | | | | 1,800(3) | | | | | | Sale of Resulting Shares from RSU Vesting/Exercise of Stock Appreciation Rights and Sale of Resulting shares | | |

(1)Represents the number of shares of common stock underlying the stock appreciation rights awards specified in the plan.

The actual number of shares of common stock to be received and sold following the exercise of the awards will depend upon the appreciation in the value of the awards and the number of shares withheld for any taxes.

The actual number of shares of

Information regarding Section 16(a) compliance, the Audit Committee and the Audit Committee financial expert, the Company’s code of ethics and background of the directors appearing under the captions “Stock Ownership Information,” “Governance of the Company,” “Executive Compensation” and “Item 1: Election of Directors” is incorporated by reference from the Company’s definitive proxy statement which will be filed with the Securities and Exchange Commission no later than 120 days after December 31, [removed: 2023.][added: 2024.]

Information regarding executive and director compensation and the Management Planning and Development Committee appearing under the captions “Governance of the Company” and “Executive Compensation” is incorporated by reference from the Company’s definitive proxy statement which will be filed with the Securities and Exchange Commission no later than 120 days after December 31, [removed: 2023.][added: 2024.]

Information regarding equity compensation plans and security ownership of certain beneficial owners and management appearing under the captions “Executive Compensation” and “Stock Ownership Information” is incorporated by reference from the Company’s definitive proxy statement which will be filed with the Securities and Exchange Commission no later than 120 days after December 31, [removed: 2023.][added: 2024.]

Information regarding certain relationships and related transactions and information regarding director independence appearing under the caption “Governance of the Company” is incorporated by reference from the Company’s definitive proxy statement which will be filed with the Securities and Exchange Commission no later than 120 days after December 31, [removed: 2023.][added: 2024.]

Information regarding principal accountant fees and services and audit committee pre-approval policies and procedures appearing under the caption “Item 2: Ratification of Independent Auditors” is incorporated by reference from the Company’s definitive proxy statement which will be filed with the Securities and Exchange Commission no later than 120 days after December 31, [removed: 2023.][added: 2024.]

| Date: | | | February [removed: 20, 2024] [added: 19, 2025] | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this annual report has been signed on February [removed: 20, 2024,] [added: 19, 2025,] by the following persons on behalf of the registrant and in the capacities indicated.

| 2.1 | | | | | | | | | [Separation and Distribution Agreement, dated as of October 31, 2016, by and among YUM, Yum Restaurants Consulting (Shanghai) Company Limited and Yum China Holdings, Inc., which is incorporated herein by reference from Exhibit 2.1 to YUM’s Report on Form 8-K filed on November 3, [removed: 2016.](http://www.sec.gov/Archives/edgar/data/1041061/000104106116000097/a16-20742_3ex2d1.htm)] [added: 2016.](https://www.sec.gov/Archives/edgar/data/1041061/000104106116000097/a16-20742_3ex2d1.htm)] | | | | | |

| 3.1 | | | | | | | | | [Restated Articles of Incorporation of YUM, effective May 26, 2011, which is incorporated herein by reference from Exhibit 3.1 to YUM’s Report on Form 8-K filed on May 31, [removed: 2011.](http://www.sec.gov/Archives/edgar/data/1041061/000104106111000025/exhib3_1.htm)] [added: 2011.](https://www.sec.gov/Archives/edgar/data/1041061/000104106111000025/exhib3_1.htm)] | | | | | |

| 3.2 | | | | | | | | | [Amended and restated Bylaws of YUM, effective November 12, 2021, which are incorporated herein by reference from Exhibit 3.2 to YUM’s Report on Form 8-K filed on November 17, [removed: 2021.](http://www.sec.gov/Archives/edgar/data/1041061/000104106121000058/exhibit32-amended_andxre.htm)] [added: 2021.](https://www.sec.gov/Archives/edgar/data/1041061/000104106121000058/exhibit32-amended_andxre.htm)] | | | | | |

| 4.1 | | | | | | | | | [Indenture, dated as of May 1, 1998, between YUM and The Bank of New York Mellon Trust Company, N.A., successor in interest to The First National Bank of Chicago, which is incorporated herein by reference from Exhibit 4.1 to YUM’s Report on Form 8-K filed on May 13, [removed: 1998.](http://www.sec.gov/Archives/edgar/data/1041061/0001047469-98-019880.txt)] [added: 1998.](https://www.sec.gov/Archives/edgar/data/1041061/0001047469-98-019880.txt)] | | | | | |

| | | | | | | | | | (i) | | | [6.875% Senior Notes due November 15, 2037, issued under the forgoing May 1, 1998, indenture, which notes are incorporated by reference from Exhibit 4.3 (included in Exhibit 4.1) to YUM’s Report on Form 8-K filed on October 22, [removed: 2007.](http://www.sec.gov/Archives/edgar/data/1041061/000110465907075918/a07-25341_4ex4d1.htm)] [added: 2007.](https://www.sec.gov/Archives/edgar/data/1041061/000110465907075918/a07-25341_4ex4d1.htm)] | | |

| | | | | | | | | | (ii) | | | [5.350% Senior Notes due November 1, 2043, issued under the forgoing May 1, 1998, indenture, which notes are incorporated by reference from Exhibit 4.3 (included in Exhibit 4.1) to YUM’s Report on Form 8-K filed October 31, [removed: 2013.](http://www.sec.gov/Archives/edgar/data/1041061/000110465913079610/a13-23145_1ex4d1.htm)] [added: 2013.](https://www.sec.gov/Archives/edgar/data/1041061/000110465913079610/a13-23145_1ex4d1.htm)] | | |

| 4.2 | | | | | | | | | [Indenture, dated as of September 25, 2020 by and between YUM and U.S. Bank National Association, as Trustee, which is incorporated herein by reference from Exhibit 4.1 to YUM’s Report on Form 8-K filed on September 25, [removed: 2020.](http://www.sec.gov/Archives/edgar/data/1041061/000110465920108749/tm2031437d1_ex4-1.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/1041061/000110465920108749/tm2031437d1_ex4-1.htm)] | | | | | |

| 4.2.1 | | | | | | | | | [First Supplemental Indenture, dated as of September 25, 2020 by and between YUM and U.S. Bank National Association, as Trustee, relating to the 3.625% Notes due 2031, which is incorporated herein by reference from Exhibit 4.2 to YUM’s Report on Form 8-K filed on September 25, [removed: 2020.](http://www.sec.gov/Archives/edgar/data/1041061/000110465920108749/tm2031437d1_ex4-2.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/1041061/000110465920108749/tm2031437d1_ex4-2.htm)] | | | | | |

| 4.2.2 | | | | | | | | | [Second Supplemental Indenture, dated as of April 1, 2021, by and between the Company and U.S. Bank National Association, as Trustee, relating to the 4.625% Notes due 2032, which is incorporated herein by reference from Exhibit 4.1. to YUM’s Report on Form 8-K filed April 1, [removed: 2021.](http://www.sec.gov/Archives/edgar/data/1041061/000110465921045542/tm2111412d1_ex4-1.htm)] [added: 2021.](https://www.sec.gov/Archives/edgar/data/1041061/000110465921045542/tm2111412d1_ex4-1.htm)] | | | | | |

| 4.2.3 | | | | | | | | | [Third Supplemental Indenture, dated as of April 1, 2022, by and between the Company and U.S. Bank Trust Company, National Association, as Trustee, relating to the 5.375% Notes due 2032, which is incorporated herein by reference from Exhibit 4.1. to YUM’s Report on Form 8-K filed April 1, [removed: 2022.](http://www.sec.gov/Archives/edgar/data/1041061/000110465922041723/tm2210501d1_ex4-1.htm)] [added: 2022.](https://www.sec.gov/Archives/edgar/data/1041061/000110465922041723/tm2210501d1_ex4-1.htm)] | | | | | |

| 4.3 | | | | | | | | | [Description of Securities registered under Section 12 of the Securities Exchange Act of 1934 (Common Stock), which is incorporated herein by reference from Exhibit 4.2 to YUM’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2019.](http://www.sec.gov/Archives/edgar/data/1041061/000104106120000015/yum-12312019xex42.htm)] [added: 2019.](https://www.sec.gov/Archives/edgar/data/1041061/000104106120000015/yum-12312019xex42.htm)] | | | | | |

| 10.1 | | | | | | | | | [Credit Agreement, dated as of June 16, 2016, by and among Pizza Hut Holdings, LLC, KFC Holding Co., and Taco Bell of America, LLC, as the borrowers, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA, Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley Senior Funding, Inc., Fifth Third Bank and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Joint Lead Arrangers and Joint Bookrunners, Barclays Bank PLC, The Bank of Nova Scotia, Cooperatieve Rabobank U.A., New York Branch, and Industrial and Commercial Bank of China Limited, New York Branch, as Co-Documentation Agents and Co-Managers, which is incorporated herein by reference from Exhibit 4.1 to YUM’s Quarterly Report on Form 10-Q for the quarter ended June 11, [removed: 2016.](http://www.sec.gov/Archives/edgar/data/1041061/000104106116000084/yum-6112016xexx41.htm)] [added: 2016.](https://www.sec.gov/Archives/edgar/data/1041061/000104106116000084/yum-6112016xexx41.htm)] | | | | | |

| 10.1.1 | | | | | | | | | [removed: [Amendment] [added: [Refinancing Amendment] No. [removed: 6,] [added: 7,] dated as of [removed: June](http://www.sec.gov/Archives/edgar/data/1041061/000104106123000041/yum-6302023xex101.htm) [2](http://www.sec.gov/Archives/edgar/data/1041061/000104106123000041/yum-6302023xex101.htm)[8, 2023,] [added: April 26, 2024,] to Credit Agreement dated as of June 16, 2016, among Pizza Hut Holdings, LLC, KFC Holding Co. and Taco Bell of America, LLC, as borrowers, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Collateral [removed: Agent] [added: Agent, Swing Line Lender, an L/C Issuer] and Administrative Agent for the Lenders, which is incorporated herein by reference from Exhibit 10.1 to YUM’s [removed: Quarterly] Report on Form [removed: 10-Q for the quarter ended June 30, 2023] [added: 8-K filed on April 26, 2024] (including as [removed: Exhibit A] [added: Annex I] thereto [removed: to] a conformed copy of the Credit Agreement reflecting all Amendments through Amendment No. [removed: 6).](http://www.sec.gov/Archives/edgar/data/1041061/000104106123000041/yum-6302023xex101.htm)] [added: 7).](https://www.sec.gov/Archives/edgar/data/1041061/000110465924053083/tm2412499d1_10-1.htm)] | | | | | |

| 10.2† | | | | | | | | | [YUM Director Deferred Compensation Plan, as effective October 7, 1997, which is incorporated herein by reference from Exhibit 10.7 to YUM’s Annual Report on Form 10-K for the fiscal year ended December 27, [removed: 1997.](http://www.sec.gov/Archives/edgar/data/1041061/0001041061-98-000004.txt)] [added: 1997.](https://www.sec.gov/Archives/edgar/data/1041061/0001041061-98-000004.txt)] | | | | | |

| [removed: 10.2.1†] [added: 10.4.1†] | | | | | | | | | [removed: [YUM Director Deferred Compensation Plan,] [added: [YUM! Brands Executive Income Deferral Program,] Plan Document for the 409A Program, as effective January 1, 2005, and as Amended and Restated as of January 1, [removed: 2023,] [added: 2024,] as attached [removed: herein.](https://www.sec.gov/Archives/edgar/data/1041061/000104106124000011/yum-12312023xex1021.htm)] [added: herein.](https://www.sec.gov/Archives/edgar/data/1041061/000104106125000013/yum-12322024xex1041.htm)] | | | | | |

| 10.3† | | | | | | | | | [YUM Executive Incentive Compensation Plan, as effective May 20, 2004, and as Amended through the Second Amendment, as effective May 21, 2009, which is incorporated herein by reference from Exhibit A of YUM’s Definitive Proxy Statement on Form DEF 14A for the Annual Meeting of Shareholders held on May 21, [removed: 2009.](http://www.sec.gov/Archives/edgar/data/1041061/000104746909003956/a2191762zdef14a.htm#kd16201_yum__brands%2C_inc._exec__kd102173)] [added: 2009.](https://www.sec.gov/Archives/edgar/data/1041061/000104746909003956/a2191762zdef14a.htm#kd16201_yum__brands%2C_inc._exec__kd102173)] | | | | | |

| 10.4† | | | | | | | | | [YUM Executive Income Deferral Program, as effective October 7, 1997, and as amended through May 16, 2002, which is incorporated herein by reference from Exhibit 10.10 to YUM’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2005.](http://www.sec.gov/Archives/edgar/data/1041061/000104106106000109/exhibit10.htm)] [added: 2005.](https://www.sec.gov/Archives/edgar/data/1041061/000104106106000109/exhibit10.htm)] | | | | | |

| [removed: 10.4.1†] [added: 10.5.1†] | | | | | | | | | [removed: [YUM! Brands Executive Income Deferral Program,] [added: [The Yum! Brands, Inc. Pension Equalization Plan, Restated] Plan Document for the 409A [removed: Program, as] [added: Program] effective January 1, 2005, and as Amended and Restated as of January 1, 2023, [removed: as attached herein.](https://www.sec.gov/Archives/edgar/data/1041061/000104106124000011/yum-12312023xex1041.htm)] [added: which is incorporated herein by reference from Exhibit 10.5.1 to YUM’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.](https://www.sec.gov/Archives/edgar/data/1041061/000104106124000011/yum-12312023xex1051.htm)] | | | | | |

| 10.5† | | | | | | | | | [YUM! Brands Pension Equalization Plan, Plan Document for the Pre-409A Program, as effective January 1, 2005, and as Amended through December 31, 2010, which is incorporated by reference from Exhibit 10.7 to YUM’s Quarterly Report on Form 10-Q for the quarter ended March 19, [removed: 2011.](http://www.sec.gov/Archives/edgar/data/1041061/000104106111000017/exhib10_7.htm)] [added: 2011.](https://www.sec.gov/Archives/edgar/data/1041061/000104106111000017/exhib10_7.htm)] | | | | | |

| [removed: 10.5.1†] [added: 10.14.1†] | | | | | | | | | [removed: [The Yum! Brands, Inc. Pension Equalization] [added: [YUM! Brands Leadership Retirement] Plan, [removed: Restated] Plan Document for the 409A [removed: Program] [added: Program, as] effective January 1, 2005, and as Amended and Restated as of January 1, [removed: 2023, as attached herein.](https://www.sec.gov/Archives/edgar/data/1041061/000104106124000011/yum-12312023xex1051.htm)] [added: 2021, which is incorporated herein by reference from Exhibit 10.14.1 to YUM’s Annual Report on Form 10-K filed on February 23, 2022.](https://www.sec.gov/Archives/edgar/data/1041061/000104106122000009/yum-12312021xex10141.htm)] | | | | | |

| 10.6† | | | | | | | | | [Form of Directors’ Indemnification Agreement, which is incorporated herein by reference from Exhibit 10.17 to YUM’s Annual Report on Form 10-K for the fiscal year ended December 27, [removed: 1997.](http://www.sec.gov/Archives/edgar/data/1041061/0001041061-98-000004.txt)] [added: 1997.](https://www.sec.gov/Archives/edgar/data/1041061/0001041061-98-000004.txt)] | | | | | |

| 10.7† | | | | | | | | | [Form of Yum! Brands, Inc. Change in Control Severance Agreement, which is incorporated herein by reference from Exhibit 10.1 to YUM’s Report on Form 8-K filed on March 21, [removed: 2013.](http://www.sec.gov/Archives/edgar/data/1041061/000104106113000013/exhibit101.htm)] [added: 2013.](https://www.sec.gov/Archives/edgar/data/1041061/000104106113000013/exhibit101.htm)] | | | | | |

| 10.8† | | | | | | | | | [YUM! Long Term Incentive Plan, as Amended and Restated effective as of May 20, 2016, as incorporated by reference from Form DEF 14A filed on April 8, [removed: 2016.](http://www.sec.gov/Archives/edgar/data/1041061/000130817916000328/lyum2016_def14a.htm)] [added: 2016.](https://www.sec.gov/Archives/edgar/data/1041061/000130817916000328/lyum2016_def14a.htm)] | | | | | |

| 10.9† | | | | | | | | | [YUM SharePower Plan, as effective October 7, 1997, and as amended through June 23, 2003, which is incorporated herein by reference from Exhibit 10.23 to YUM’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2005.](http://www.sec.gov/Archives/edgar/data/1041061/000104106106000109/exhibit1023.htm)] [added: 2005.](https://www.sec.gov/Archives/edgar/data/1041061/000104106106000109/exhibit1023.htm)] | | | | | |

| 10.10† | | | | | | | | | [Form of YUM Director Stock Option Award Agreement, which is incorporated herein by reference from Exhibit 10.25 to YUM’s Quarterly Report on Form 10-Q for the quarter ended September 4, [removed: 2004.](http://www.sec.gov/Archives/edgar/data/1041061/000104106104000318/form10q3q04.htm)] [added: 2004.](https://www.sec.gov/Archives/edgar/data/1041061/000104106104000318/form10q3q04.htm)] | | | | | |

| [removed: 10.11†] [added: 10.11.1†] | | | | | | | | | [Form of YUM 1999 Long Term Incentive Plan Award Agreement [removed: (2013)] [added: (2015)] (Stock Options), which is incorporated herein by reference from Exhibit [removed: 10.15.1] [added: 10.15.2] to YUM’s [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: fiscal year] ended [removed: March 23, 2013.](http://www.sec.gov/Archives/edgar/data/1041061/000104106113000020/yum-3232013xex10151.htm)] [added: December 27, 2014.](https://www.sec.gov/Archives/edgar/data/1041061/000104106115000007/yum-1227x2014xex10152.htm)] | | | | | |

| [removed: 10.11.1†] [added: 10.13.1†] | | | | | | | | | [Form of YUM 1999 Long Term Incentive Plan Award Agreement (2015) (Stock [removed: Options),] [added: Appreciation Rights),] which is incorporated herein by reference from Exhibit [removed: 10.15.2] [added: 10.18.2] to YUM’s Annual Report on Form 10-K for the fiscal year ended December 27, [removed: 2014.](http://www.sec.gov/Archives/edgar/data/1041061/000104106115000007/yum-1227x2014xex10152.htm)] [added: 2014.](https://www.sec.gov/Archives/edgar/data/1041061/000104106115000007/yum-12272014xex10182.htm)] | | | | | |

| 10.11.2† | | | | | | | | | [Form of YUM Long Term Incentive Plan Global YUM! Non-Qualified Stock Option Agreement (2019), which is incorporated herein by reference from Exhibit 10.11.3 to YUM’s Quarterly Report on Form 10-Q filed on May 8, [removed: 2019.](http://www.sec.gov/Archives/edgar/data/1041061/000104106119000018/yum-3312019xex10113.htm)] [added: 2019.](https://www.sec.gov/Archives/edgar/data/1041061/000104106119000018/yum-3312019xex10113.htm)] | | | | | |

| 10.12† | | | | | | | | | [Yum! Brands, Inc. International Retirement Plan, as in effect January 1, 2005, which is incorporated herein by reference from Exhibit 10.27 to YUM’s Annual Report on Form 10-K for the fiscal year ended December 25, [removed: 2004.](http://www.sec.gov/Archives/edgar/data/1041061/000104106105000102/finalform10k.htm)] [added: 2004.](https://www.sec.gov/Archives/edgar/data/1041061/000104106105000102/finalform10k.htm)] | | | | | |

| [removed: 10.13†] [added: 10.13.2†] | | | | | | | | | [removed: [Form of YUM 1999] [added: [Yum! Brands, Inc.] Long Term Incentive Plan [removed: Award Agreement (2013) (Stock] [added: Form of Global YUM! Stock] Appreciation [removed: Rights),] [added: Rights Agreement (2019),] which is incorporated [added: herein] by reference from Exhibit [removed: 10.18.1] [added: 10.13.3] to YUM’s Quarterly Report on Form 10-Q [removed: for the quarter ended March 23, 2013.](http://www.sec.gov/Archives/edgar/data/1041061/000104106113000020/yum-3232013xex10181.htm)] [added: filed on May 8, 2019.](https://www.sec.gov/Archives/edgar/data/1041061/000104106119000018/yum-3312019xex10133.htm)] | | | | | |

| [removed: 10.13.1†] [added: 10.13.6†] | | | | | | | | | [removed: [Form of YUM 1999] [added: [Yum! Brands, Inc.] Long Term Incentive Plan [removed: Award] [added: Form of Global Restricted Stock Unit] Agreement [removed: (2015) (Stock Appreciation Rights),] [added: (2023), as effective February 10, 2023,] which is incorporated herein by reference from Exhibit [removed: 10.18.2] [added: 10.13.5] to [removed: YUM’s] [added: YUM's] Annual Report on Form 10-K for the fiscal year ended December [removed: 27, 2014.](http://www.sec.gov/Archives/edgar/data/1041061/000104106115000007/yum-12272014xex10182.htm)] [added: 31, 2022.](https://www.sec.gov/Archives/edgar/data/1041061/000104106123000009/yum-12312022xex10135.htm)] | | | | | |

| [removed: 10.13.2†] [added: 10.13.3†] | | | | | | | | | [Yum! Brands, Inc. Long Term Incentive Plan Form of Global YUM! Stock Appreciation Rights Agreement [removed: (2019),] [added: (2024),] which is incorporated herein by reference from Exhibit [removed: 10.13.3] [added: 10.3] to YUM’s Quarterly Report on Form 10-Q filed on May [removed: 8, 2019.](http://www.sec.gov/Archives/edgar/data/1041061/000104106119000018/yum-3312019xex10133.htm)] [added: 7, 2024.](https://www.sec.gov/Archives/edgar/data/1041061/000104106124000020/yum-3312024xex103.htm)] | | | | | |

| [removed: 10.13.3†] [added: 10.13.4†] | | | | | | | | | [Yum! Brands, Inc. Long Term Incentive Plan Form of Global Restricted Stock Unit Agreement (2019), which is incorporated herein by reference from Exhibit 10.20 to YUM’s Quarterly Report on Form 10-Q filed on May 8, [removed: 2019.](http://www.sec.gov/Archives/edgar/data/1041061/000104106119000018/yum3312019-ex1020.htm)] [added: 2019.](https://www.sec.gov/Archives/edgar/data/1041061/000104106119000018/yum3312019-ex1020.htm)] | | | | | |

| [removed: 10.13.4†] [added: 10.13.5†] | | | | | | | | | [Yum! Brands, Inc. Long Term Incentive Plan Form of Global Restricted Stock Unit Agreement (2022), as effective February 11, 2022, which is incorporated herein by reference from Exhibit 10.13.5 to YUM’s Quarterly Report on Form 10-Q filed on May 10, [removed: 2022.](http://www.sec.gov/Archives/edgar/data/1041061/000104106122000019/yum-3312022xex10135.htm)] [added: 2022.](https://www.sec.gov/Archives/edgar/data/1041061/000104106122000019/yum-3312022xex10135.htm)] | | | | | |

| [removed: 10.13.5†] [added: 10.13.9†] | | | | | | | | | [Yum! [removed: Brands,] [added: Brands] Inc. Long Term Incentive Plan Form of Global [removed: Restricted Stock] [added: Performance Share] Unit Agreement (2023), [removed: as effective February 10, 2023,] which is incorporated herein by reference from Exhibit [removed: 10.13.5] [added: 10.26] to [removed: YUM's] [added: YUM’s] Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2022.](http://www.sec.gov/Archives/edgar/data/1041061/000104106123000009/yum-12312022xex10135.htm)] [added: 2023.](https://www.sec.gov/Archives/edgar/data/1041061/000104106124000011/yum-12312023xex10261.htm)] | | | | | |

| 10.14† | | | | | | | | | [YUM! Brands Leadership Retirement Plan, as in effect January 1, 2005, which is incorporated herein by reference from Exhibit 10.32 to YUM’s Quarterly Report on Form 10-Q for the quarter ended March 24, [removed: 2007.](http://www.sec.gov/Archives/edgar/data/1041061/000104106107000186/form1023retirementplan.htm)] [added: 2007.](https://www.sec.gov/Archives/edgar/data/1041061/000104106107000186/form1023retirementplan.htm)] | | | | | |

| [removed: 10.14.1†] [added: 10.16.1†] | | | | | | | | | [YUM! Brands [removed: Leadership] [added: Third Country National] Retirement [removed: Plan,] Plan [removed: Document for the 409A Program,] [added: Amendment,] as effective January 1, [removed: 2005, and as Amended and Restated as of January 1,] 2021, which is incorporated herein by reference from Exhibit [removed: 10.14.1] [added: 10.16.1] to YUM’s Annual Report on Form 10-K filed on February 23, [removed: 2022.](http://www.sec.gov/Archives/edgar/data/1041061/000104106122000009/yum-12312021xex10141.htm)] [added: 2022.](https://www.sec.gov/Archives/edgar/data/1041061/000104106122000009/yum-12312021xex10161.htm)] | | | | | |

| 10.15† | | | | | | | | | [YUM! Performance Share Plan, as amended and restated January 1, 2013, which is incorporated by reference from Exhibit 10.1 to YUM’s Quarterly Report on Form 10-Q for the quarter ended June 13, [removed: 2015.](http://www.sec.gov/Archives/edgar/data/1041061/000104106115000023/yum-6132015xex101.htm)] [added: 2015.](https://www.sec.gov/Archives/edgar/data/1041061/000104106115000023/yum-6132015xex101.htm)] | | | | | |

| 10.2.1† | | | | | | | | | [YUM Director Deferred Compensation Plan, Plan Document for the 409A Program, as effective January 1, 2023, which is incorporated herein by reference from Exhibit 10.2.1 to YUM’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.](https://www.sec.gov/Archives/edgar/data/1041061/000104106124000011/yum-12312023xex1021.htm) | | | | | |

| 10.13.7† | | | | | | | | | [Yum! Brands, Inc. Long Term Incentive Plan Form of Global Restricted Stock Unit Agreement (2024), as effective February 9, 2024, which is incorporated herein by reference from Exhibit 10.2 to YUM’s Quarterly Report on Form 10-Q filed on May 7, 2024.](https://www.sec.gov/Archives/edgar/data/1041061/000104106124000020/yum-3312024xex102.htm) | | | | | |

| 10.24† | | | | | | | | | [Resignation and Transition Services Agreement, dated as of January 10, 2025, by and between Kentucky Fried Chicken Canada Company, YUM! Brands, Inc. and Sabir Sami, as attached herein.](https://www.sec.gov/Archives/edgar/data/1041061/000104106125000013/yum-12312024xex1024.htm) | | | | | |

| 19.1 | | | | | | | | | [Y](https://www.sec.gov/Archives/edgar/data/1041061/000104106125000013/yum-12312024xex191.htm)[UM! Brands, Inc. Policy Regarding Transactions in YUM! Securities By Covered Employees and Disclosure of Material Nonpublic Information, as attached herein.](https://www.sec.gov/Archives/edgar/data/1041061/000104106125000013/yum-12312024xex191.htm) | | | | | |

| 19.2 | | | | | | | | | [YUM! Brands, Inc. Policy Regarding Transactions in YUM! Securities By Executive Officers, as attached herein.](https://www.sec.gov/Archives/edgar/data/1041061/000104106125000013/yum-12312024xex192.htm) | | | | | |

| 19.4 | | | | | | | | | [Insider Trading Provisions from YUM! Brands, Inc. Global Code of Conduct, as attached herein.](https://www.sec.gov/Archives/edgar/data/1041061/000104106125000013/yum-12312024xex194.htm) | | | | | |

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| 10.16.1† | | | | | | | | | [YUM! Brands Third Country National Retirement Plan Amendment, as effective January 1, 2021, which is incorporated herein by reference from Exhibit 10.16.1 to YUM’s Annual Report on Form 10-K filed on February 23, 2022.](http://www.sec.gov/Archives/edgar/data/1041061/000104106122000009/yum-12312021xex10161.htm) | | | | | |