0001041061-22-000024.txt : 20220628 0001041061-22-000024.hdr.sgml : 20220628 20220628150425 ACCESSION NUMBER: 0001041061-22-000024 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20211231 FILED AS OF DATE: 20220628 DATE AS OF CHANGE: 20220628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: YUM BRANDS INC CENTRAL INDEX KEY: 0001041061 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 133951308 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13163 FILM NUMBER: 221049326 BUSINESS ADDRESS: STREET 1: 1441 GARDINER LANE CITY: LOUISVILLE STATE: KY ZIP: 40213 BUSINESS PHONE: 5028748300 MAIL ADDRESS: STREET 1: 1900 COLONEL SANDERS LANE CITY: LOUISVILLE STATE: KY ZIP: 40213 FORMER COMPANY: FORMER CONFORMED NAME: TRICON GLOBAL RESTAURANTS INC DATE OF NAME CHANGE: 19970627 FORMER COMPANY: FORMER CONFORMED NAME: GREAT AMERICAN RESTAURANT CO DATE OF NAME CHANGE: 19970618 11-K 1 form11k2022.htm 11-K Document

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

FORM 11-K

[ X ]ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021


OR

[  ]           TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________ to __________


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, 2021 and 2020
 
(With Report of Independent Registered Public Accounting Firm Thereon)




YUM! BRANDS 401(k) PLAN
 
 
Table of Contents
 

 
 Page
  
Report of Independent Registered Public Accounting Firm1
  
Statements of Net Assets Available for Benefits as of December 31, 2021 and 2020
2
  
Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2021
3
  
Notes to Financial Statements for the years ended December 31, 2021 and 2020
4
  
Schedule 
  
Schedule H, Line 4a - Schedule of Delinquent Participant Contributions11
Schedule H, Line 4i – Schedule of Assets (Held at End of Year) – December 31, 2021
12




Report of Independent Registered Public Accounting Firm


To the Plan Participants and Plan Administrator
YUM! Brands 401(k) Plan:

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of YUM! Brands 401(k) Plan (the Plan) as of December 31, 2021 and 2020, the related statement of changes in net assets available for benefits for the year ended December 31, 2021, and the related notes (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2021 and 2020, and the changes in net assets available for benefits for the year ended December 31, 2021, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Accompanying Supplemental Information

The Schedule H, Line 4a - Schedule of Delinquent Participant Contributions and Schedule H, Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2021 have been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.


/s/ KPMG LLP


We have served as the Plan’s auditor since 1998.

Louisville, Kentucky
June 28, 2022



YUM! BRANDS 401(k) PLAN
Statements of Net Assets Available for Benefits
December 31, 2021 and 2020
(In thousands)
 20212020
Assets: 
Investments at fair value: 
YUM! Stock Fund$190,931 $164,872 
Common/commingled trusts715,815 641,906 
Self-directed brokerage16,232 14,029 
Total investments, at fair value922,978 820,807 
Receivables: 
Loans to participants6,004 6,041 
Participant contributions1,661 327 
Employer contributions467 270 
Interest and dividends53 76 
Due from broker for sale of investments— 569 
Total receivables8,185 7,283 
Total assets931,163 828,090 
Liabilities: 
Accrued fees and other liabilities(26)(186)
Total liabilities(26)(186)
Net assets available for benefits$931,137 $827,904 
See accompanying notes to financial statements. 

2


YUM! BRANDS 401(k) PLAN 
Statement of Changes in Net Assets Available for Benefits
For the year ended December 31, 2021
(In thousands)
 2021
Net investment income
Net appreciation of investments$145,848 
Loan repayment interest income266 
Dividends3,546 
 149,660 
Less investment expenses(987)
Net investment income148,673 
Contributions:
Participant29,154 
Employer15,650 
Total contributions44,804 
Deductions from net assets attributed to:
Benefits paid to participants(90,244)
Net increase in net assets103,233 
Net assets available for benefits:
Beginning of period827,904 
End of period$931,137 
See accompanying notes to financial statements.

3

YUM! BRANDS 401(k) PLAN
Notes to Financial Statements
December 31, 2021 and 2020
(Tabular amounts in thousands)


(1)    Plan Description

The following description of the YUM! Brands 401(k) Plan (the "Plan") provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
 
(a)General

YUM! Brands, Inc. (the "Company") adopted the Plan effective October 7, 1997. 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 of 1974, as amended ("ERISA").
 
The investments of the Plan are maintained in a trust (the "Trust") by State Street Bank and Trust Company (the "Trustee") who has been appointed as Trustee by the Plan.  The Trustee is responsible for the management and control of the Plan’s assets. Voya Institutional Plan Services, LLC and T.D. Ameritrade Institutional serve as record keepers for the Plan.

(b)Contributions

Each participant in the Plan may elect to contribute up to 75% of eligible earnings, as defined in the Plan document. The maximum pre-tax annual contribution allowed for calendar year 2021 was $19,500.
 
Eligible participants receive a matching contribution from the Company that is equal to 100% of such salary deferral contribution that does not exceed 6% of the participant’s eligible pay. 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 during the calendar year 2021.

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. These contributions are not subject to the eligible earnings limitation as defined by the Plan. Thus, a participant can contribute more than their eligible earnings of pay to the extent needed to make an additional tax-deferred contribution. The 2021 annual Internal Revenue Code ("IRC") limit on these contributions was $6,500.  

(c)Investment Options

Participants may elect to invest their account balances in any of the available investment options provided by the Plan. Participants may change their investments on any business day, subject to certain limitations outlined in the Plan. Included in the investment option is a self-directed brokerage account that allows participants to invest in a broad range of individual stocks, exchange traded funds and mutual funds.

(d)Participant 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 by the Plan.  The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.
 
4

YUM! BRANDS 401(k) PLAN
Notes to Financial Statements
December 31, 2021 and 2020
(Tabular amounts in thousands)

(e)Loans to Participants

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 fixed 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 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. Generally, 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.
 
The loans are secured by the balance in the participant’s account.  Outstanding loans bear interest at rates that range from 4.25% to 6.50% with maturity dates ranging from 2022 to 2026 as of December 31, 2021.
 
(f)Vesting

Participants are fully vested in the entire value of their accounts upon contribution, including the Company matching contribution.

(g)Payment of Benefits

Distributions under the Plan are generally 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.  An in kind distribution is limited to the Participant’s interest in the Company’s Common Stock and certain securities held in the Self-directed Brokerage Account.
 
(h)Termination

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 IRC. 
(2)    Summary of Accounting Policies

(a)Basis of Accounting

The financial statements of the Plan are prepared under the accrual method of accounting.
 
(b)Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes in net assets available for benefits, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
 
(c)Investment Valuation and Income Recognition

Investment Valuation
 
Investments are presented at fair value.  Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company's Investment Committee determines the Plan's investment policy utilizing information provided by the investment advisers,
5

YUM! BRANDS 401(k) PLAN
Notes to Financial Statements
December 31, 2021 and 2020
(Tabular amounts in thousands)
including the appointment of investment managers, and the monitoring of the performance of the Plan's investment funds.  See Note 3 for discussion of fair value measurements.
 
Income Recognition
 
Income from investments and interest income are recorded as earned on an accrual basis. Dividend income is recorded on the ex-dividend date. Purchases and sales of securities are recorded on a trade-date basis. Net appreciation includes the Plan's gains and losses on investments bought and sold as well as held during the year.

(d)Participant Loan Valuation

Participant loans are recorded at amortized cost which represents unpaid principal plus accrued interest.
 
(e)Payment of Benefits

The Plan accounts for participant distributions when paid.
 
(f)Administrative Costs

Certain 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 with assets of the Trust. In 2021 and 2020, all expenses were borne by the Company, except for monthly investment management service fees charged to the funds, loan application fees charged to participants who obtained a loan and transaction and monthly access fees charged to participants within the Self-directed Brokerage Account.

(3)    Fair Value Measurements

Accounting Standards Codification ("ASC") 820 defines fair value and establishes a framework for measuring fair value. The framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below:

Level 1 - Inputs to the valuation methodology are quoted prices available in active markets for identical investments as of the reporting date;

Level 2 - Inputs to the valuation methodology are observable inputs, other than those included in Level 1, based on quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in inactive markets, or financial instruments for which all significant inputs are observable; either directly or indirectly; and

Level 3 - Inputs to the valuation methodology are unobservable inputs in situations where there is little or no market activity for the asset or liability and the reporting entity makes estimates and assumptions related to the pricing of the asset or liability including assumptions regarding risk.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

6

YUM! BRANDS 401(k) PLAN
Notes to Financial Statements
December 31, 2021 and 2020
(Tabular amounts in thousands)
In accordance with the fair value hierarchy described above, the following table shows the fair value of the Plan’s investments at December 31, 2021 and 2020:

 Fair Value
 Level20212020
YUM! Stock Fund1$190,931 $164,872 
Common/commingled trusts:
YUM Retirement Date Funds
1267,350 229,219 
Large Company Index Fund
1165,124 140,875 
Mid-Size Company Index Fund
180,562 69,086 
Stable Value Fund
149,395 51,535 
International Index Fund
165,616 62,558 
Bond Market Index Fund
151,930 55,200 
Small Company Index Fund
133,724 30,829 
Government Short Term Investment Fund
12,114 2,604 
715,815 641,906 
Self-directed Brokerage Accounts116,232 14,029 
Total $922,978 $820,807 


YUM! Stock Fund

YUM! Brands, Inc. common stock is valued based on the closing market price as of year-end.

Common/Commingled Trusts

These investments are public investment vehicles valued using the net asset value (“NAV”) provided by the administrator of the fund. The NAV is based on the value of the underlying assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding. Redemptions can occur daily at NAV, which is published daily for participant transactions, and there are no restrictions or uncommitted funds on NAV investments.

Self-directed Brokerage Accounts

Equity Securities

These investments are valued at the closing price reported on the active market on which the individual securities are traded.

Exchange Traded and Mutual Funds

These investments are valued at the NAV of shares held by the fund based on closing prices reported in an active market. The investments can be redeemed on a daily basis and there is no restriction on redemption.

7

YUM! BRANDS 401(k) PLAN
Notes to Financial Statements
December 31, 2021 and 2020
(Tabular amounts in thousands)


(4)Tax Status

The Plan obtained its latest tax determination letter dated September 23, 2020, in which the Internal Revenue Service ("IRS") stated that the Plan and related trust are operating in accordance with the applicable requirements of the IRC.  Although the Plan has been amended since receiving the tax determination letter, the Plan administrator believes that the Plan is designed and is operating in accordance with the applicable requirements of the IRC.

Accounting principles generally accepted in the U.S. require plan management to evaluate tax positions taken by the Plan.  The financial statement effects of uncertain tax positions are recognized when the Plan has taken an uncertain position that more likely than not would be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan and has concluded that as of December 31, 2021, there are no uncertain tax positions taken or expected to be taken. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

(5)Reconciliation of Financial Statements to Form 5500

The following represents a reconciliation between the amounts shown on the accompanying financial statements and the amounts reported in the Plan’s Form 5500.

Net assets available for benefits
 
20212020
Net assets available for benefits per the financial statements$931,137 $827,904 
Less benefits payable at end of year(22)(16)
Net assets available for benefits per the Plan’s Form 5500$931,115 $827,888 
 
Participant benefits
 
2021
Benefit payments per the financial statements$90,244 
Less benefits payable at beginning of year(16)
Add benefits payable at end of year22 
Benefit payments per the Plan’s Form 5500$90,250 
 
Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to year-end, but not yet paid as of that date.


(6)    Related Party Transactions and Parties in Interest Transactions

Certain Plan investments are shares of common/commingled trusts managed by the Trustee. Transactions involving these investments, the YUM! Stock Fund and fees paid to the Trustee qualify as party-in-interest transactions.  Fees paid by the Plan for the investment management services amounted to approximately $502,000 and $500,000 for the years ended December 31, 2021 and 2020, respectively.

8

YUM! BRANDS 401(k) PLAN
Notes to Financial Statements
December 31, 2021 and 2020
(Tabular amounts in thousands)


(7)Risks and Uncertainties

The Plan invests in various investment securities.  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 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 statements of net assets available for benefits. Approximately 21% and 20% of net assets available for benefits are invested in the Company's Common Stock at December 31, 2021 and 2020, respectively.


(8)Nonexempt Transactions

During the plan year ended December 31, 2021, a contribution of $456 was not remitted to the Plan in a timely manner. A corrective contribution, including lost earnings, was made on June 6, 2022.

(9)Subsequent Events

The Plan has evaluated subsequent events through June 28, 2022, the date of this filing and the date these financial statements were issued and available. There were no subsequent events to disclose that would have a material impact on these financial statements.


9























SUPPLEMENTAL SCHEDULE


10



YUM! BRANDS 401(k) PLAN
EIN: 13-3951308
PN: 003
Schedule H, Line 4a – Schedule of Delinquent Participant Contributions
December 31, 2021
Participant contributions transferred late to planTotal that constitute nonexempt prohibited transactions
Check here if late participant loan repayments are included:Contributions not correctedContributions corrected outside VFCPContributions pending correction in VFCPTotal fully corrected under VFCP and PTE 2002-51
$456 $456 $— $— $— 
See accompanying report of independent registered public accounting firm.

11


YUM! BRANDS 401(k) PLAN
EIN: 13-3951308
PN: 003
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
December 31, 2021
Party inIdentity of issue, borrower, DescriptionShares held orCurrent
Interestor similar party with maturity dateof investmentrate of interestvalue
*YUM! Brands, Inc.YUM! Stock1,374,986 shares$190,930,550 
Common/commingled trusts: 
Target Retirement Funds
*
Alliance Bernstein
Target Retirement 2010135,387 shares2,337,867 
*
Alliance Bernstein
Target Retirement 2015255,259 shares4,791,451 
*
Alliance Bernstein
Target Retirement 2020724,794 shares14,936,768 
*
Alliance Bernstein
Target Retirement 20251,536,900 shares34,087,268 
*
Alliance Bernstein
Target Retirement 20301,627,637 shares38,461,459 
*
Alliance Bernstein
Target Retirement 20351,862,665 shares46,386,183 
*
Alliance Bernstein
Target Retirement 20401,500,979 shares38,980,605 
*
Alliance Bernstein
Target Retirement 20451,226,394 shares31,973,539 
*
Alliance Bernstein
Target Retirement 20501,003,378 shares26,426,217 
*
Alliance Bernstein
Target Retirement 2055722,016 shares19,078,284 
*
Alliance Bernstein
Target Retirement 2060308,176 shares8,139,132 
*Alliance BernsteinTarget Retirement 206566,459 shares1,751,665 
*State Street Global AdvisorsLarge Company Index Fund133,888 shares165,124,233 
*State Street Global AdvisorsMid-sized Company Index Fund643,224 shares80,561,915 
*State Street Global AdvisorsInternational Index Fund1,741,676 shares65,615,914 
*State Street Global AdvisorsBond Market Index Fund1,638,228 shares51,930,190 
*State Street Global AdvisorsSmall Company Index Fund365,678 shares33,724,297 
*State Street Global AdvisorsGovernment Short Term Investment Fund1,767,711 shares2,113,746 
*InvescoInvesco Stable Value Trust Fund49,813,064 shares49,394,634 
Total 715,815,367 
*T.D. AmeritradeSelf-directed Brokerage AccountVarious16,232,000 
*Loans to participants (maturing through 2026)Interest rates range from 4.25% to 6.50%6,003,607 
Total $928,981,524 
*Party-in-interest as defined by ERISA.
  
Historical cost information is not required in Schedule H, Line 4i - Schedule of Assets (Held at End of Year) for
participant-directed investment funds.

See accompanying report of independent registered public accounting firm.


12


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.

YUM! BRANDS 401(k) PLAN
 
 
 
By:/s/ David E. Russell
Senior Vice President, Finance and Corporate Controller

Date: June 28, 2022

13
EX-23 2 form11k2022-exhibit23.htm EX-23 Document

Exhibit 23



Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the registration statements (No. 333-36893, 333-32048, and 333-109300) on Form S-8 of our report dated June 28, 2022, with respect to the financial statements and the supplemental schedules of Schedule H, Line 4a – Schedule of Delinquent Participant Contributions and Schedule H, Line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2021 of the YUM! Brands 401(k) Plan.

/s/ KPMG LLP

Louisville, Kentucky
June 28, 2022