Yum! 2010 Annual Report

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Governance Committee copies of all such correspondence (although we do not forward commercial correspondence and correspondence duplicative in nature; however, we will retain duplicate correspondence and all duplicate correspondence will be available for directors’ review upon their request) and a summary of all such correspondence. The designated director of the Nominating and Governance Committee will forward correspondence directed to individual directors as he or she deems appropriate. Directors may at any time review a log of all correspondence received by the Company that is addressed to members of the Board and request copies of any such correspondence. Written correspondence from shareholders relating to accounting, internal controls or auditing matters are immediately brought to the attention of the Company’s Audit Committee Chairperson and to the internal audit department and handled in accordance with procedures established by the Audit Committee with respect to such matters (described below). Correspondence from shareholders relating to Management Planning and Development Committee matters are referred to the Chairperson of the Management Planning and Development Committee. What are the Company’s Policies on Reporting of Concerns Regarding Accounting? The Audit Committee has established policies on reporting concerns regarding accounting and other matters in addition to our policy on communicating with our non-management directors. Any person, whether or not an employee, who has a concern about the conduct of the Company or any of our people, with respect to accounting, internal accounting controls or auditing matters, may, in a confidential or anonymous manner, communicate that concern to our General Counsel, Christian Campbell. If any person believes that he or she should communicate with our Audit Committee Chair, J. David Grissom, he or she may do so by writing him at c/o YUM! Brands, Inc., 1441 Gardiner Lane, Louisville, KY 40213. In addition, a person who has such a concern about the conduct of the Company or any of our employees may discuss that concern on a confidential or anonymous basis by contacting The Network at 1 (800) 241-5689. The Network is our designated external contact for these issues and is authorized to contact the appropriate members of management and/or the Board of Directors with respect to all concerns it receives. The full text of our Policy on Reporting of Concerns Regarding Accounting and Other Matters is available on our Web site at www.yum.com/governance/complaint.asp. 11 Proxy Statement 9MAR201101
Proxy Statement 9MAR201101440694 What are the committees of the Board? The Board of Directors has standing Audit, Management Planning and Development, Nominating and Governance and Executive/Finance Committees. Name of Committee Number of Meetings and Members Functions of the Committee in Fiscal 2010 Audit: Possesses sole authority regarding the selection and 9 J. David Grissom, Chair retention of independent auditors Robert Holland, Jr. Reviews and has oversight over the Company’s internal Kenneth G. Langone audit function Jonathan S. Linen Reviews and approves the cost and scope of audit and Thomas C. Nelson non-audit services provided by the independent auditors Reviews the independence, qualification and performance of the independent auditors Reviews the adequacy of the Company’s internal systems of accounting and financial control Reviews the annual audited financial statements and results of the audit with management and the independent auditors Reviews the Company’s accounting and financial reporting principles and practices including any significant changes Advises the Board with respect to Company policies and procedures regarding compliance with applicable laws and regulations and the Company’s Worldwide Code of Conduct and Policy on Conflicts of Interest Discusses with management the Company’s policies with respect to risk assessment and risk management. Further detail about the role of the Audit Committee in risk assessment and risk management is included in the section entitled ‘‘What is the Board’s Role in Risk Oversight’’ set forth on page 9. The Board of Directors has determined that all of the members of the Audit Committee are independent within the meaning of applicable SEC regulations and the listing standards of the NYSE and that Mr. Grissom, the chair of the Committee, is qualified as an audit committee financial expert within the meaning of SEC regulations. The Board has also determined that Mr. Grissom has accounting and related financial management expertise within the meaning of the listing standards of the NYSE and that each member is financially literate within the meaning of the NYSE listing standards. 12
Page 1 and 2: On The Ground Floor of Global Growt
Page 3 and 4: Dear Partners, I’m especially ple
Page 5 and 6: Building dynamic, vibrant brands ev
Page 7 and 8: Our outstanding and experienced loc
Page 9 and 10: Yum! Restaurants International, whi
Page 11 and 12: In the US, we grew same store sales
Page 13: I’d like to thank our franchise p
Page 18 and 19: Time: 9:00 a.m. on Thursday, May 19
Page 20 and 21: YUM! BRANDS, INC. 1441 Gardiner Lan
Page 22 and 23: prior to the meeting. Directions su
Page 24 and 25: of the outstanding shares of YUM co
Page 26 and 27: For a shareholder to submit a candi
Page 28 and 29: What access do the Board and Board
Page 32 and 33: Name of Committee Number of Meeting
Page 34 and 35: Who are this year’s nominees? MAT
Page 36 and 37: Bonnie G. Hill Bonnie G. Hill is Pr
Page 38 and 39: David C. Novak David C. Novak becam
Page 40 and 41: What am I voting on? ITEM 2: RATIFI
Page 42 and 43: What am I voting on? ITEM 3: ADVISO
Page 44 and 45: ITEM 5: PROPOSAL TO APPROVE AN AMEN
Page 46 and 47: Who are our largest shareholders? S
Page 48 and 49: (7) This amount includes 6,000 shar
Page 50 and 51: eward and retain the talented leade
Page 52 and 53: nondurable consumer products compan
Page 54 and 55: Our Named Executive Officers (NEOs)
Page 56 and 57: Meridian going forward as its indep
Page 58 and 59: 2010 Executive Compensation Decisio
Page 60 and 61: 2010 Annual Incentive Compensation
Page 62 and 63: Long-term Incentive Compensation Th
Page 64 and 65: he should receive a long-term incen
Page 66 and 67: In the case of Mr. Su, he receives
Page 68 and 69: providing employees with the same o
Page 70 and 71: MANAGEMENT PLANNING AND DEVELOPMENT
Page 72 and 73: (3) The amounts shown in this colum
Page 74 and 75: GRANTS OF PLAN-BASED AWARDS The fol
Page 76 and 77: OUTSTANDING EQUITY AWARDS AT FISCAL
Page 78 and 79: OPTION EXERCISES AND STOCK VESTED T
Page 80 and 81:
Early Retirement Eligibility and Re
Page 82 and 83:
NONQUALIFIED DEFERRED COMPENSATION
Page 84 and 85:
(3) All amounts shown were distribu
Page 86 and 87:
actual performance for the performa
Page 88 and 89:
DIRECTOR COMPENSATION As described
Page 90 and 91:
EQUITY COMPENSATION PLAN INFORMATIO
Page 92 and 93:
AUDIT COMMITTEE REPORT Who serves o
Page 94 and 95:
ADDITIONAL INFORMATION Who pays the
Page 96 and 97:
APPENDIX A PROPOSED AMENDMENT TO AR
Page 98 and 99:
UNITED STATES SECURITIES AND EXCHAN
Page 100 and 101:
Item 1. Business. PART I YUM! Brand
Page 102 and 103:
• Traditional KFC restaurants in
Page 104 and 105:
Supply and Distribution The Company
Page 106 and 107:
Research and Development (“R&D”
Page 108 and 109:
Our China operations subject us to
Page 110 and 111:
If our franchisees incur too much d
Page 112 and 113:
We are also subject to increasing e
Page 114 and 115:
Franchising A substantial number of
Page 116 and 117:
Roger Eaton, 50, is Chief Executive
Page 118 and 119:
Issuer Purchases of Equity Securiti
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Item 6. Selected Financial Data. Se
Page 122 and 123:
Item 7. Management’s Discussion a
Page 124 and 125:
Drive Industry-Leading, Long-Term S
Page 126 and 127:
Results of Operations Amount % B/(W
Page 128 and 129:
U.S. Business Transformation Measur
Page 130 and 131:
Under the equity method of accounti
Page 132 and 133:
The following table summarizes the
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Restaurant Unit Activity Unconsolid
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Multibrand restaurants are included
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YRI 2010 vs. 2009 Income / (Expense
Page 140 and 141:
Franchise and license fees and inco
Page 142 and 143:
Worldwide Other (Income) Expense 20
Page 144 and 145:
Unallocated impairment expense in 2
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Other. This item primarily includes
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During the year ended December 25,
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We sponsor noncontributory defined
Page 152 and 153:
Impairment of Goodwill We evaluate
Page 154 and 155:
Self-Insured Property and Casualty
Page 156 and 157:
Income Taxes At December 25, 2010,
Page 158 and 159:
Item 8. Financial Statements and Su
Page 160 and 161:
Consolidated Statements of Income Y
Page 162 and 163:
Consolidated Balance Sheets YUM! Br
Page 164 and 165:
Notes to Consolidated Financial Sta
Page 166 and 167:
We participate in various advertisi
Page 168 and 169:
For purposes of impairment testing
Page 170 and 171:
Fair Value Measurements. Fair value
Page 172 and 173:
If we record goodwill upon acquisit
Page 174 and 175:
Note 4 - Items Affecting Comparabil
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Under the equity method of accounti
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(a) Refranchising (gain) loss is no
Page 180 and 181:
The following table summarizes the
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Note 9 - Goodwill and Intangible As
Page 184 and 185:
Note 10 - Short-term Borrowings and
Page 186 and 187:
The annual maturities of short-term
Page 188 and 189:
Note 12 - Derivative Instruments Th
Page 190 and 191:
The following tables present the fa
Page 192 and 193:
Amounts recognized in the Consolida
Page 194 and 195:
The estimated net loss for the U.S.
Page 196 and 197:
Benefit Payments The benefits expec
Page 198 and 199:
Potential awards to employees and n
Page 200 and 201:
Award Activity Stock Options and SA
Page 202 and 203:
Note 16 - Shareholders’ Equity Un
Page 204 and 205:
In 2008, the benefit was positively
Page 206 and 207:
At December 25, 2010, the Company h
Page 208 and 209:
Note 18 - Reportable Operating Segm
Page 210 and 211:
(e) 2010, 2009 and 2008 include app
Page 212 and 213:
Due to the inherent volatility of a
Page 214 and 215:
On August 4, 2006, a putative class
Page 216 and 217:
On October 14, 2008, a putative cla
Page 218 and 219:
On March 14, 2007, a lawsuit styled
Page 220 and 221:
Note 21 - Subsequent Event Subseque
Page 222 and 223:
Item 9. Changes In and Disagreement
Page 224 and 225:
PART IV Item 15. Exhibits and Finan
Page 226 and 227:
s/ Robert Holland, Jr. Robert Holla
Page 228 and 229:
(viii) 3.875% Senior Notes due Nove
Page 230 and 231:
10.20† Severance Agreement (in th
Page 232 and 233:
Shareholder Information LONG TERM I
Page 234 and 235:
Yum! brands, Inc. 2010 annual custo
Page 236:
Alone we’re delicious. Together w
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Yum! 2010 Annual Report

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