What changed in this filing

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Item 9A. Controls and Procedures

2024-02-20 compared with 2023-02-27 · 47 added, 35 removed, 152 unchanged (35% of the section changed)

10 unchanged sentences

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, 2023.

However, on January 18, 2023, we announced a ransomware attack that impacted certain IT systems.

See Part II, Item 7 included in this Annual Report on Form 10-K for additional information.

As a result of the ransomware attack, we performed tests of manual compensating controls and validated existing controls continued to operate effectively.

Other Information.

Securities Trading Plans

During the three months ended December 31, 2023, 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:

Name/Title Type of Plan Adoption Date End Date Aggregate Number of

Securities to be Sold Plan Description

Tracy Skeans / Chief Operating Officer and Chief People Officer Rule 10b5-1 trading plan November 26, 2023 December 31, 2024 62,417 (1)

Sale of Shares

David Gibbs / Chief Executive Officer Rule 10b5-1 trading plan December 1, 2023 December 31, 2024 115,582 (2)

Sale of Shares/ Exercise of Stock Appreciation Rights

and Sale of Resulting Shares

(1) Represents the number of shares of common stock to be received upon vesting of Ms.

Skeans’ performance share unit awards (assuming maximum performance) and restricted stock unit awards specified in the plan.

The actual number of shares of

common stock that will be received upon vesting and sold pursuant to the trading plan will depend upon the Company’s performance, dividend equivalent accruals, and the number of shares withheld for any taxes.

(2) Represents the number of shares of common stock to be received upon vesting of Mr.

Gibbs’ restricted stock unit awards and exercise of stock appreciation rights awards specified in the plan.

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

The resulting number of shares of common stock received and sold following the stock appreciation rights exercise will depend upon the appreciation of the award and the number of shares withheld for any taxes.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

24 unchanged sentences

February 20, 2024

/s/ David Gibbs

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

Signature Title

Gibbs Chief Executive Officer

Gibbs (principal executive officer)

/s/ David Gibbs

Chief Executive Officer

(principal executive officer)

/s/ Chris Turner Chief Financial Officer

Chris Turner (principal financial officer)

Russell Senior Vice President, Finance and Corporate Controller

Russell (principal accounting officer)

Alves Director

/s/ David Russell

Senior Vice President, Finance and Corporate Controller

David Russell

(principal accounting officer)

/s/ Paget Alves

/s/ Keith Barr Director

/s/ Christopher M.

Connor Director

Christopher M.

Cornell Director

Domier Director

/s/ Mirian M.

Graddick-Weir Director

Graddick-Weir

/s/ Thomas C.

Nelson Director

Justin Skala Director

/s/ Brett Biggs

/s/ Christopher Connor

Christopher Connor

/s/ Brian Cornell

Brian Cornell

/s/ Tanya Domier

/s/ Susan Doniz

/s/ Mirian Graddick-Weir

Mirian Graddick-Weir

/s/ Thomas Nelson

Thomas Nelson

/s/ Justin Skala

/s/ Annie Young-Scrivner Director

7 unchanged sentences

(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, 2007.

(ii) 3.875% Senior Notes due November 1, 2023, issued under the forgoing May 1, 1998, indenture, which notes are incorporated by reference from Exhibit 4.2 (included in Exhibit 4.1) to YUM’s Report on Form 8-K filed October 31, 2013.

(iii) 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, 2013.

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, 2013.

4.2 Indenture, dated as of September 25, 2020 by and between YUM and U.S.

11 unchanged sentences

Number Description of Exhibits

10.1.1 Refinancing Amendment, dated as of March 21, 2017, 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 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 Report on Form 8-K filed on March 23, 2017.

10.1.2 Refinancing Amendment No.

2, dated as of June 7, 2017, to Credit Agreement dated as of June 16, 2016, as amended, among Pizza Hut Holdings, LLC, KFC Holding Co.

10.1.3 Refinancing Amendment No.

3, dated as of April 3, 2018, to Credit Agreement dated as of June 16, 2016, among Pizza Hut Holdings, LLC, KFC Holding Co.

10.1.4 Refinancing Amendment No.

4, dated as of March 15, 2021, 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 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 Report on Form 8-K filed on March 18, 2021.

10.1.1 Amendment No.

6, dated as of June 2 8, 2023, 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 Agent and Administrative Agent for the Lenders, which is incorporated herein by reference from Exhibit 10.1 to YUM’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (including as Exhibit A thereto to a conformed copy of the Credit Agreement reflecting all Amendments through Amendment No.

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, 1997.

10.2.1† YUM Director Deferred Compensation Plan, Plan Document for the 409A Program, as effective January 1, 2005, and as Amended through November 14, 2008, which is incorporated by reference from Exhibit 10.7.1 to YUM’s Quarterly Report on Form 10-Q for the quarter ended June 13, 2009.

10.2.1† YUM Director Deferred Compensation Plan, Plan Document for the 409A Program, as effective January 1, 2005, and as Amended and Restated as of January 1, 2023, as attached herein.

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, 2009.

7 unchanged sentences

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, 2013.

Number Description of Exhibits

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, 2016.

1 unchanged sentence

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, 2004.

Number Description of Exhibits

10.11† Form of YUM 1999 Long Term Incentive Plan Award Agreement (2013) (Stock Options), which is incorporated herein by reference from Exhibit 10.15.1 to YUM’s Quarterly Report on Form 10-Q for the quarter ended March 23, 2013.

13 unchanged sentences

10.13.5† Yum!

Long Term Incentive Plan Form of Global Restricted Stock Unit Agreement (2023), as effective February 10, 2023, as attached herein.

Long Term Incentive Plan Form of Global Restricted Stock Unit Agreement (2023), as effective February 10, 2023, which is incorporated herein by reference from Exhibit 10.13.5 to YUM's Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

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, 2007.

41 unchanged sentences

Long Term Incentive Plan Form of Global Performance Share Unit Agreement (2021), which is incorporated herein by reference from Exhibit 10.20 to YUM’s Quarterly Report on Form 10-Q filed on May 5, 2021.

Long Term Incentive Plan Form of Global Performance Share Unit Agreement (2023), as attached herein.

21.1 Active Subsidiaries of YUM.

6 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Compensation Recovery Policy, Amended and Restated November 16, 2023, as attached herein.

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

7 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures