SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
11-K
[ ]
|
ANNUAL
REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
|
OR
[ X
] TRANSITION
REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES
EXCHANGE
ACT OF 1934
FOR THE TRANSITION PERIOD
FROM October 1, 2007 to December 31, 2007
COMMISSION
FILE NUMBER: 1-13163
A.
|
FULL
TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN, IF DIFFERENT FROM THAT
OF THE ISSUER
|
|
NAMED
BELOW:
|
YUM!
BRANDS 401(K) PLAN
B.
|
NAME
OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND
THE
|
|
ADDRESS
OF ITS PRINCIPAL EXECUTIVE OFFICE:
|
YUM!
BRANDS, INC.
1441
GARDINER LANE
LOUISVILLE,
KENTUCKY 40213
YUM!
BRANDS 401(k) PLAN
Financial
Statements and Supplemental Schedule
December
31, 2007 and September 30, 2007
YUM!
BRANDS 401(k) PLAN
Table
of Contents
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Page
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Statements
of Net Assets Available for Benefits as of December 31, 2007 and
September 30, 2007
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1
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Statements
of Changes in Net Assets Available for Benefits for the transition period
from October 1, 2007 through December 31, 2007 and the year ended
September 30, 2007
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2
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Notes
to Financial Statements
|
3
|
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|
Schedule
|
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Schedule
H, Line 4i – Schedule of Assets (Held at End of Year) – December 31,
2007
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11
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YUM!
BRANDS 401(k) PLAN
|
Statements
of Net Assets Available for Benefits
|
December
31, 2007 and September 30, 2007
|
(Unaudited)
|
(In
thousands)
|
|
|
|
|
|
|
|
|
|
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|
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December
31, 2007
|
|
September
30, 2007
|
Assets:
|
|
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|
|
|
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Investments:
|
|
|
|
|
|
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Investments,
at fair value:
|
|
|
|
|
|
|
YUM!
Stock Fund
|
|
$
|
210,987
|
|
$
|
189,566
|
Investment
in common/commingled trusts
|
|
|
239,934
|
|
|
242,762
|
Self-directed
Brokerage
|
|
|
7,163
|
|
|
7,123
|
Participant
loans
|
|
|
16,156
|
|
|
15,151
|
Total
investments
|
|
|
474,240
|
|
|
454,602
|
|
|
|
|
|
|
|
Receivables:
|
|
|
|
|
|
|
Participants’
contributions
|
|
|
859
|
|
|
301
|
Employer
contributions
|
|
|
406
|
|
|
176
|
Interest
and dividends
|
|
|
198
|
|
|
162
|
Total
receivables
|
|
|
1,463
|
|
|
639
|
|
|
|
|
|
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|
Cash
and cash equivalents
|
|
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4,168
|
|
|
3,013
|
|
|
|
|
|
|
|
Total
assets
|
|
|
479,871
|
|
|
458,254
|
|
|
|
|
|
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Liabilities:
|
|
|
|
|
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Other
liabilities
|
|
|
(35)
|
|
|
(48)
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Total
liabilities
|
|
|
(35)
|
|
|
(48)
|
Net
assets available for benefits at fair value
|
|
$
|
479,836
|
|
$
|
458,206
|
|
|
|
|
|
|
|
Adjustment
from fair value to contract value for fully benefit-responsive investment
contracts
|
|
|
991
|
|
|
1,000
|
Net
assets available for benefits
|
|
$
|
480,827
|
|
$
|
459,206
|
|
|
|
|
|
|
|
See
accompanying notes to financial statements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YUM!
BRANDS 401(k) PLAN
|
|
Statements
of Changes in Net Assets Available for Benefits
|
|
For
the transition period from October 1, 2007 through December 31,
2007
and
the Year Ended September 30, 2007
|
|
(Unaudited)
|
|
(In
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period
from
October
1, 2007 through
December
31, 2007
|
|
Year
Ended
September
30, 2007
|
|
Additions:
|
|
|
|
|
|
|
Additions
to net assets attributed to:
|
|
|
|
|
|
|
Investment
income:
|
|
|
|
|
|
|
Net
appreciation in fair value of investments
|
|
$
|
20,956
|
|
$
|
74,990
|
Interest
|
|
|
371
|
|
|
1,273
|
Dividends
|
|
|
837
|
|
|
2,584
|
Other
|
|
|
(45)
|
|
|
908
|
|
|
|
22,119
|
|
|
79,755
|
Less
investment expenses
|
|
|
(112)
|
|
|
(389)
|
Total
investment income
|
|
|
22,007
|
|
|
79,366
|
|
|
|
|
|
|
|
Contributions:
|
|
|
|
|
|
|
Participant
|
|
|
7,267
|
|
|
29,667
|
Employer
|
|
|
3,101
|
|
|
11,822
|
|
|
|
10,368
|
|
|
41,489
|
Total
additions
|
|
|
32,375
|
|
|
120,855
|
|
|
|
|
|
|
|
Deductions:
|
|
|
|
|
|
|
Deductions
from net assets attributed to:
|
|
|
|
|
|
|
Benefits
paid to participants
|
|
|
(10,754)
|
|
|
(46,039)
|
Total
deductions
|
|
|
(10,754)
|
|
|
(46,039)
|
Net
increase in net assets
|
|
|
21,621
|
|
|
74,816
|
|
|
|
|
|
|
|
Net
assets available for benefits:
|
|
|
|
|
|
|
Beginning
of year
|
|
|
459,206
|
|
|
384,390
|
End
of year
|
|
$
|
480,827
|
|
$
|
459,206
|
|
|
|
|
|
|
|
See
accompanying notes to financial statements.
|
|
|
|
|
|
|
YUM!
BRANDS 401(k) PLAN
Notes to
Financial Statements
For the
Transition Period from October 1, 2007 through December 31, 2007
and
the Year Ended September 30, 2007
(Unaudited)
(Tabular
amounts in thousands)
Effective
October 1, 2007, YUM! Brands, Inc. (the Company) has changed the YUM! Brands
401(k) Plan (the Plan) year end from September 30 to December
31. Accordingly, the accompanying financial statements consist of the
statements of net assets available for benefits as of December 31, 2007 and
September 30, 2007, and the related statements of changes in net assets
available for benefits for the three month transition period from October 1,
2007 to December 31, 2007 (the Transition Period) and the year ended September
30, 2007.
(2)
|
Summary
Plan Description
|
The
following description of the Plan provides only general information.
Participants should refer to the Plan document for a more complete description
of the Plan’s provisions.
The
Company adopted the Plan effective October 7, 1997 as a result of the
spin-off of the Company from PepsiCo, Inc. The Plan is a successor of the
PepsiCo Long Term Savings Program. Any employee within a group or class so
designated by the Plan document is eligible to participate in the Plan. The Plan
is subject to the provisions of the Employee Retirement Income Security Act, as
amended (ERISA).
The Plan
has appointed State Street Investor Services as the trustee and CitiStreet
Institutional and Total Benefits Outsourcing Divisions as the recordkeeper for
the Plan. The trustee is responsible for the management and control of the
Plan’s assets.
On
October 1, 2001, the Plan was amended to adopt a safe harbor matching
contribution, in accordance with Code section 401(k)(12)(B).
The
investments of the Plan are maintained in a trust (the Trust) by State Street
Investor Services (the Trustee).
Each
participant in the Plan may elect to contribute any amount, not to exceed 25% of
eligible earnings, as defined in the Plan document. The maximum pre-tax
contribution allowed for 2007 was $15,500.
Additionally,
eligible participants receive a matching contribution from the Company that is
equal to the sum of: (a) 100% of such salary deferral contribution that does not
exceed 3% of the participant’s eligible pay for such pay period, and (b) 50% of
such salary deferral contribution that exceeds 3% and does not exceed 5% of the
participant’s eligible pay for such pay period. Participants direct
the investment of contributions into various investment options offered by the
Plan. The Company may also make discretionary contributions to
the Plan. No discretionary contributions were made by the Company for the
Transition Period and the year ended September 30, 2007.
YUM!
BRANDS 401(k) PLAN
Notes to
Financial Statements
For the
Transition Period from October 1, 2007 through December 31, 2007
and
the Year Ended September 30, 2007
(Unaudited)
(Tabular
amounts in thousands)
Effective
January 1, 2004, the Plan allows eligible participants to make additional
tax-deferred contributions. Participants eligible to make additional
tax-deferred contributions must be 50 years or older by the end of the
calendar year in which they want to make the additional tax-deferred
contribution. These contributions are made in the same manner as salary deferral
contributions and are deposited in the participant’s salary deferral account.
Participants elect a whole dollar amount as a percentage of eligible pay on a
per pay period basis. These contributions are not subject to the 25% of eligible
pay limitation. Thus, a participant can contribute more than 25% of pay to the
extent needed to make an additional tax-deferred contribution. The 2007 ERISA
limit on these contributions was $5,000. Additional tax-deferred
contributions are not eligible for Company matching
contributions. The Internal Revenue Service (“IRS”) may adjust the
dollar amounts annually to take into account cost of living
adjustments.
This fund
pools participants’ contributions to buy shares of YUM! Common Stock. The fund
also holds short-term investments to provide the fund with liquidity to make
distributions. The fund is paid cash dividends, which are used to purchase
additional shares of YUM! Common Stock.
The
Stable Value Fund invests in a diversified portfolio of stable value contracts
issued by insurance companies, banks and other financial institutions. The
Stable Value Fund utilizes high-quality fixed income securities wrapped by an
insurance company, bank or other financial institution.
The Fund
invests in all 500 stocks in the S&P 500 Index in proportion to their
weighting in the S&P 500 Index. The Fund may also hold 2-5% of its value in
futures contracts (an agreement to buy or sell a specific security by a specific
date at an agreed upon price).
The Fund
invests primarily in government, corporate, mortgage-backed and asset-backed
securities. The Fund invests in a well-diversified portfolio that is
representative of the broad domestic bond market.
|
Mid-sized
Company Index Fund
|
The Fund
invests in all 400 stocks in the S&P MidCap 400 Index (MidCap Index) in
proportion to their weighting in the MidCap Index. The Fund may also hold 2-5%
of its value in futures contracts.
The Fund
attempts to invest in all 2,000 stocks in the Russell 2000 Index (Russell Index)
in proportion to their weighting in the Russell Index. The Fund may
also hold 2-5% of its value in futures contracts.
YUM!
BRANDS 401(k) PLAN
Notes to
Financial Statements
For the
Transition Period from October 1, 2007 through December 31, 2007
and
the Year Ended September 30, 2007
(Unaudited)
(Tabular
amounts in thousands)
The Fund
typically invests in all the stocks in the Morgan Stanley Capital International
Europe, Australasia, and Far East Index (International Index) in proportion to
their weighting in the International Index.
(d)
|
Participants
Accounts
|
Each
participant’s account is credited with the participant’s contribution and
allocations of (a) the Company’s contribution and (b) Plan earnings, and charged
with an allocation of administrative expenses. Allocations of Plan
earnings and administrative expenses are based on participant earnings or
account balances, as defined. The benefit to which a participant is
entitled is the benefit that can be provided from the participant’s vested
account.
The Plan
has a loan program for participants. The maximum amount a participant may
borrow, when aggregated with all other outstanding loans of the participant, is
the lesser of: a) 50% of the participant’s vested interest under the Plan; b)
$50,000 reduced by the excess of the highest outstanding loan balance during the
preceding one-year period ending on the day prior to the date the loan was made,
over the outstanding balance of loans on the date the loan was made; c) 100% of
the value of the participant’s investment in certain funds; or d) the maximum
loan amount that can be amortized by the participant’s net pay. Loans are
generally outstanding for up to four years. The interest rate for loans is based
on the prime rate as of the last day of the month before the loan request plus
1%. A participant may have up to two loans outstanding from the Plan at any
time. A one-time loan origination fee of $50 per loan is charged to those
participants who obtain a loan. Interest on loans is allocated to each of the
funds based upon the participant’s investment election percentages. For each
month or part thereof the loan remains outstanding, the borrowing participant
may be assessed a monthly administration fee. Any loans outstanding shall become
immediately due and payable in full if the participant’s employment is
terminated. Principal and interest is paid ratably through monthly payroll
deductions.
As
required by Section 526 of the Soldiers’ and Sailors’ Civil Relief Act of
1940, as amended, no interest rate shall be more than 6% for the loan of any
participant during the period that the participant is serving in the United
States military. This limit includes traditional interest and any other service
charge or other fee with respect to the loan.
The loans
are secured by the balance in the participant’s account. Outstanding
loans bear interest at rates that range from 4.00% to 9.25% with maturity dates
ranging from 2008 to 2015, as of December 31, 2007.
Participants
are fully vested in the entire value of their accounts upon contribution,
including the Company matching contribution.
Distributions
under the Plan are made upon a participant’s death, disability, retirement,
hardship or termination of employment. Benefit payments are made in the form of
a lump sum cash amount or in kind distribution. As discussed above, the Plan
permits withdrawals under a loan program.
Although
it has not expressed any intent to do so, the Company has the right under the
Plan to terminate the Plan, subject to the provisions of ERISA and the Internal
Revenue Code.
(i)
|
Recently
Adopted Accounting Standards
|
In July
2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in
Income Taxes”, an interpretation of FASB Statement 109 (FIN 48). FIN
48 clarifies the accounting for uncertainty in income taxes recognized in an
enterprise’s financial statements and prescribes a threshold of
more-likely-than-not for recognition of tax benefits of uncertain tax positions
taken or expected to be taken in a tax return. FIN 48 also provides
related guidance on measurement, derecognition, classification, interest and
penalties, and disclosure. The Company adopted the provisions of FIN
48 on October 1, 2007. The adoption of FIN 48 did not have an impact
on the financial statements.
(j)
|
Recently
Issued Accounting Standards Not Yet
Adopted
|
In
September 2007, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 157 (SFAS 157), “Fair Value
Measurements”. SFAS 157 establishes a single authoritative definition
of fair value, sets out a framework for measuring fair value and requires
additional disclosures about fair value measurement. SFAS 157 is
effective for financial statements issued for fiscal years beginning after
November 15, 2007. The Company is currently evaluating the impact
SFAS 157 will have on the financial statements.
(3)
|
Summary
of Accounting Policies
|
The
financial statements of the Plan are prepared under the accrual method of
accounting.
The
preparation of financial statements in conformity with U.S. generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and changes therein, and
disclosure of contingent assets and liabilities. Actual results could differ
from those estimates.
YUM!
BRANDS 401(k) PLAN
Notes to
Financial Statements
For the
Transition Period from October 1, 2007 through December 31, 2007
and
the Year Ended September 30, 2007
(Unaudited)
(Tabular
amounts in thousands)
(c)
|
Investment
Valuation and Income Recognition
|
Investment
Valuation
Cash and
cash equivalents are recorded at cost, which approximates fair
value. Investments in common stock and various securities are valued
at quoted market prices. Investments in common/commingled trusts are
valued by the issuer based on quoted market prices of the underlying
securities. Participant loans are valued at cost.
The
Stable Value Fund invests in a variety of investment contracts such as
traditional guaranteed investment contracts issued by insurance companies and
other financial institutions and other investment products with similar
characteristics. As described in Financial Accounting Standards Board Staff
Position, FSP AAG INV-1 and SOP 94-4-1, “Reporting of Fully Benefit-Responsive
Investment Contracts Held by Certain Investment Companies Subject to the AICPA
Investment Company Guide and Defined Contribution Health and Welfare and Pension
Plans” (the FSP), investment contracts held by a defined contribution plan are
required to be reported at fair value. However, contract value is the
relevant measurement attribute for that portion of the net assets available for
benefits of a defined contribution plan attributable to fully benefit-responsive
investment contracts because contract value is the amount participants would
receive if they were to initiate permitted transactions under the terms of the
plan. As required by the FSP, the statement of net assets available
for benefits presents the fair value of the investment contracts with an
adjustment to contract value. The statement of changes in net
assets available for benefits is prepared on a contract value
basis.
Income
Recognition
Dividend
income is recorded on the ex-dividend date. Income from investments is recorded
as earned on an accrual basis. Purchases and sales of securities are recorded on
a trade-date basis. Realized gains and losses on the sales of securities are
reported on the average cost method.
In
accordance with guidance issued by the American Institute of Certified Public
Accountants, the Plan accounts for participant distributions when paid. For
purposes of reporting on Form 5500, “Annual Return/Report of Employee
Benefit Plan,” distributions are recorded in the period such amounts are
authorized to be paid to participants. Such treatment resulted in differences
between the Plan’s Form 5500 and the accompanying financial statements for
the Transition Period and the year ended September 30, 2007 and summarized
in Note 6.
All usual
and reasonable expenses of the Plan may be paid in whole or in part by the
Company. Any expenses not paid by the Company will be paid by the Trustee out of
the Trust. All expenses for the Transition Period and the year ended
September 30, 2007 were borne by the Company, except for monthly investment
service fees charged to the funds, loan application fees charged to participants
who obtained a loan and transaction fees charged to participants within the
Self-directed Brokerage Account.
Individual
investments that represent 5% or more of the Plan’s net assets available for
benefits at fair value as of December 31, 2007 and/or September 30, 2007
were as follows:
|
|
December
31, 2007
|
|
September
30, 2007
|
YUM!
Stock Fund
|
|
$
|
210,987
|
|
$
|
189,566
|
Stable
Value Fund
|
|
|
38,407
|
|
|
38,777
|
Large
Company Index Fund
|
|
|
70,691
|
|
|
72,838
|
Bond
Market Index Fund
|
|
|
31,594
|
|
|
29,716
|
Mid-sized
Company Index Fund
|
|
|
38,560
|
|
|
39,695
|
Small
Company Index Fund
|
|
|
23,545
|
|
|
25,411
|
International
Index Fund
|
|
|
37,137
|
|
|
36,325
|
Appreciation
(depreciation), including gains and losses on investments bought and sold, as
well as held during the years, on investments was as follows:
|
|
December
31, 2007
|
|
September
30, 2007
|
YUM!
Stock Fund
|
|
$
|
24,841
|
|
$
|
46,031
|
Investment
in common/commingled trusts
|
|
|
(3,885)
|
|
|
28,959
|
|
|
$
|
20,956
|
|
$
|
74,990
|
The
Company obtained its latest determination letter dated January 15, 2004, in
which the IRS stated that the Plan and related trust are operating in accordance
with the applicable requirements of the Internal Revenue Code
(IRC). Although the Plan has been amended since receiving the
determination letter, the Plan administrator and the Plan’s tax counsel believe
that the Plan is designed and is operating in accordance with the applicable
requirements of the IRC.
(6)
|
Reconciliation
of Financial Statements to
Form 5500
|
The
following represents a reconciliation between the amounts shown on the
accompanying financial statements for the Transition Period and the year ended
September 30, 2007 and the amounts reported in the Plan’s
Form 5500.
YUM!
BRANDS 401(k) PLAN
Notes to
Financial Statements
For the
Transition Period from October 1, 2007 through December 31, 2007
and
the Year Ended September 30, 2007
(Unaudited)
(Tabular
amounts in thousands)
Net
assets available for benefits
|
|
December
31, 2007
|
|
September
30, 2007
|
Net
assets available for benefits per the financial statements
|
|
$
|
480,827
|
|
$
|
459,206
|
Less
benefits payable at end of period
|
|
|
(226)
|
|
|
(261)
|
Less
adjustment from fair value to contract value for fully benefit-responsive
investment contracts
|
|
|
(991)
|
|
|
(1,000)
|
Net
assets available for benefits per the Plan’s Form 5500
|
|
$
|
479,610
|
|
$
|
457,945
|
Participant
benefits
|
|
December
31, 2007
|
|
September
30, 2007
|
Benefit
payments per the financial statements
|
|
$
|
10,754
|
|
$
|
46,039
|
Less
benefits payable at beginning of year
|
|
|
(261)
|
|
|
(162)
|
Add
benefits payable at end of period
|
|
|
226
|
|
|
261
|
Benefit
payments per the Plan’s Form 5500
|
|
$
|
10,719
|
|
$
|
46,138
|
Investment
income
|
|
December
31, 2007
|
|
September
30, 2007
|
Total
investment income per the financial statements
|
|
$
|
22,007
|
|
$
|
79,366
|
Less
adjustment from fair value to contract value for fully benefit-responsive
investment contracts
|
|
|
9
|
|
|
(5)
|
Total
investment income per the Plan’s Form 5500
|
|
$
|
22,016
|
|
$
|
79,361
|
(7)
|
Related
Party Transactions
|
Certain
Plan investments are shares of common/commingled trusts managed by the Trustee.
Transactions involving these investments qualify as party-in-interest
transactions. Fees paid by the Plan for the investment management
services amounted to approximately $112,000 and $389,000 for the Transition
Period and the year ended September 30, 2007, respectively.
(8)
|
Risks
and Uncertainties
|
The Plan
invests in various investment securities. The Plan’s exposure to a
concentration of credit risk is dependent upon funds selected by
participants. Investment securities are exposed to various risks and
uncertainties such as interest rate, market, and credit risks, as well as
economic changes, political unrest and regulatory changes. Due to the
level of risk associated with certain investment securities, it is at least
reasonably possible that changes in the values of investment securities will
occur in the near term and that such changes could materially affect
participants’ account balances and the amounts reported in the statement of net
assets available for benefits.
Effective
for salary deferral contributions that are made from and after April 1, 2008,
eligible participants will receive a matching contribution from the Company that
is equal to 100 percent of such salary deferral contribution that does not
exceed 6 percent of the participant’s eligible pay for such pay
period.
SUPPLEMENTAL
SCHEDULE
|
EIN:
13-3951308
|
PN:
003
|
Schedule
H, Line 4i – Schedule of Assets (Held at End of Year)
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December
31, 2007
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Identity
of issue,
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Description
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borrower,
or similar party
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of
interest
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Fair
value
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YUM!
Stock Fund 1
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5,513,118
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shares
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$
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210,987,027
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Common/commingled
trusts:
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Stable
Value Fund 1
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38,406,536
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shares
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38,406,536
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Large
Company Index Fund 1
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249,168
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shares
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70,691,366
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Bond
Market Index Fund 1
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1,714,549
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shares
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31,593,994
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Mid-Sized
Company Index Fund 1
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1,267,342
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shares
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38,560,152
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Small
Company Index Fund 1
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933,207
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shares
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23,544,804
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International
Index Fund 1
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1,571,543
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shares
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37,137,130
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Total
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239,933,982
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Self-directed
Brokerage Account
1
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Various
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7,163,557
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Loans
to participants 1
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Interest
rates ranging
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from
4.00% to 9.25%
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16,155,618
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Government
STIF 1,
2
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3,692,637
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shares
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3,692,637
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Cash
and cash equivalents 1
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475,577
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Total
cash and cash equivalents
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4,168,214
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Total
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$
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478,408,398
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1 Party-in-interest
as defined by ERISA.
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2
The Government STIF consists of cash equivalent investments and is
classified as cash and cash
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equivalents
in the Statement of Net Assets Available for Benefits.
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the trustees (or other persons who administer
the employee benefit plan) have duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.
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YUM!
BRANDS 401(k) PLAN
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By:
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/s/
Diane Gates
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Diane
Gates
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Plan
Administrator
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Date: October
15, 2008
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