8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

May 27, 2016

Commission file number 1-13163

YUM! BRANDS, INC.

(Exact name of registrant as specified in its charter)

North Carolina	13-3951308
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
1441 Gardiner Lane, Louisville, Kentucky	40213
(Address of principal executive offices)	(Zip Code)

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

Former name or former address, if changed since last report:     N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01Other Events.

On May 27, 2016, the Company issued a press release announcing commencement by certain of its subsidiaries of a proposed notes offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits

(d)Exhibits.

The following exhibit is being filed with this Current Report on Form 8-K.

Exhibit Number	Description
99.1	Press Release regarding the Company’s commencement of a proposed notes offering issued by the Company on May 27, 2016.

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SIGNATURE

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

		YUM! BRANDS, INC.
		(Registrant)
		/s/ William L. Gathof
Date:	May 27, 2016	William L. Gathof
		Vice President and Treasurer

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EX-99.1

Exhibit 99.1

YUM! BRANDS, INC. ANNOUNCES PROPOSED NOTES OFFERING

LOUISVILLE, KY — May 27, 2016 — Yum! Brands, Inc. (NYSE: YUM) (the “Company”) today announced that certain subsidiaries that operate the Company’s KFC, Pizza Hut and Taco Bell businesses have commenced an offering of up to $2.3 billion aggregate principal amount of Senior Unsecured Notes in two tranches, with maturities in 2024 and 2026 (collectively, the “Notes”).  The Notes offering is part of the Company’s previously announced plan to incur $4.6 billion of new debt.

The Notes will be guaranteed on a senior unsecured basis by the Company and the Company’s domestic subsidiaries that will guarantee its previously announced new Senior Secured Credit Facility.  Net proceeds from the offering of the Notes, together with the proceeds from the Senior Secured Credit Facility, will be used to fund a return of capital to shareholders, repay borrowings under the Company’s existing revolving credit facility, pay associated transaction fees and expenses, and for general corporate purposes.

Consummation of the offering of the Notes and the new Senior Secured Credit Facility are subject to market and other conditions, and there can be no assurance that these financing transactions will be successfully completed on the terms described above, or at all.

The Notes have not and will not be registered under the Securities Act or any state securities laws, and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from such registration requirements.  Accordingly, the Notes will be offered and sold in the United States only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and to non-U.S. persons in offshore transactions outside the United States in accordance with Regulation S under the Securities Act. This release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the Notes in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Analysts are invited to contact:

Donny Lau, Senior Director, Investor Relations & Corporate Strategy, at 888/298-6986

Elizabeth Grenfell, Director, Investor Relations, at 888/298-6986

Members of the media are invited to contact:

Virginia Ferguson, Director, Public Relations, at 502/874-8200

Yum! Brands, Inc.  ·  1900 Colonel Sanders Lane  ·  Louisville, KY 40213

P: 502.874.8300  ·  www.yum.com/investors