YUM BRANDS INC, 10-K filed on 2/21/2012
Annual Report
Document and Entity Information (USD $)
12 Months Ended
Dec. 31, 2011
Feb. 14, 2012
Jun. 11, 2011
Document And Entity Information [Abstract]
 
 
 
Entity Registrant Name
YUM BRANDS INC 
 
 
Document Type
10-K 
 
 
Amendment Flag
false 
 
 
Document Period End Date
Dec. 31, 2011 
 
 
Entity Central Index Key
0001041061 
 
 
Current Fiscal Year End Date
--12-31 
 
 
Entity Well-known Seasoned Issuer
Yes 
 
 
Entity Voluntary Filers
No 
 
 
Entity Current Reporting Status
Yes 
 
 
Entity Filer Category
Large Accelerated Filer 
 
 
Entity Public Float
 
 
$ 24,430,261,521 
Entity Common Stock, Shares Outstanding
 
460,414,239 
 
Document Fiscal Year Focus
2011 
 
 
Document Fiscal Period Focus
FY 
 
 
Consolidated Balance Sheets (Parenthetical) (USD $)
Dec. 31, 2011
Dec. 25, 2010
Shareholders' Equity (Deficit)
 
 
Common Stock, par value
$ 0 
$ 0 
Common Stock, shares authorized
750 
750 
Common Stock, shares issued
460 
469 
Consolidated Statements of Shareholders' Equity (Deficit) and Comprehensive Income (Loss) (Parenthetical) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2011
Dec. 25, 2010
Dec. 26, 2009
Statement of Stockholders' Equity [Abstract]
 
 
 
Compensation-related events (tax impact)
$ (5)
$ (7)
$ (2)
Net unrealized change in derivative instruments (tax impact)
(1)
(3)
Pension and post-retirement benefit plans (tax impact)
65 
(9)
Employee stock option and SARs exercises (tax impact)
$ (71)
$ (73)
$ (57)
Consolidated Statements of Income (USD $)
In Millions, except Per Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2011
Dec. 25, 2010
Dec. 26, 2009
Revenues
 
 
 
Company sales
$ 10,893 
$ 9,783 
$ 9,413 
Franchise and license fees and income
1,733 
1,560 
1,423 
Total revenues
12,626 
11,343 
10,836 
Company restaurants
 
 
 
Food and paper
3,633 
3,091 
3,003 
Payroll and employee benefits
2,418 
2,172 
2,154 
Occupancy and other operating expenses
3,089 
2,857 
2,777 
Company restaurant expenses
9,140 
8,120 
7,934 
General and administrative expenses
1,372 
1,277 
1,221 
Franchise and license expenses
145 
110 
118 
Closures and impairment (income) expenses
135 
47 
103 
Refranchising (gain) loss
72 1 2
63 1 3 4
(26)3
Other (income) expense
(53)
(43)
(104)
Total costs and expenses, net
10,811 
9,574 
9,246 
Operating Profit
1,815 5 6 7 8 9
1,769 10 5 7 9
1,590 11 7 8 9
Interest expense, net
156 
175 
194 
Income Before Income Taxes
1,659 5 7 8 9
1,594 5 7 9
1,396 11 7 8 9
Income tax provision
324 
416 
313 
Net Income - including noncontrolling interest
1,335 
1,178 
1,083 
Net Income - noncontrolling interest
16 
20 
12 
Net Income - YUM! Brands, Inc.
$ 1,319 
$ 1,158 
$ 1,071 
Basic Earnings Per Common Share (in dollars per share)
$ 2.81 
$ 2.44 
$ 2.28 
Diluted Earnings Per Common Share (in dollars per share)
$ 2.74 
$ 2.38 
$ 2.22 
Dividends Declared Per Common Share (in dollars per share)
$ 1.07 
$ 0.92 
$ 0.80 
[1] U.S. refranchising losses in the years ended December 31, 2011 and December 25, 2010 are primarily due to losses on sales of and offers to refranchise KFCs in the U.S. There were approximately 250 and 600 KFC restaurants offered for refranchising as of December 31, 2011 and December 25, 2010, respectively. While we did not yet believe these KFCs met the criteria to be classified as held for sale, we did, consistent with our historical practice, review the restaurants for impairment as a result of our offer to refranchise. We recorded impairment charges where we determined that the carrying value of restaurant groups to be sold was not recoverable based upon our estimate of expected refranchising proceeds and holding period cash flows anticipated while we continue to operate the restaurants as company units. For those restaurant groups deemed impaired, we wrote such restaurant groups down to our estimate of their fair values, which were based on the sales price we would expect to receive from a franchisee for each restaurant group. This fair value determination considered current market conditions, real-estate values, trends in the KFC U.S. business, prices for similar transactions in the restaurant industry and preliminary offers for the restaurant groups to date. The non-cash impairment charges that were recorded related to our offers to refranchise these company-operated KFC restaurants in the U.S. decreased depreciation expense versus what would have otherwise been recorded by $10 million and $9 million in the years ended December 31, 2011 and December 25, 2010, respectively. These depreciation reductions were not allocated to the U.S. segment resulting in depreciation expense in the U.S. segment results continuing to be recorded at the rate at which it was prior to the impairment charges being recorded for these restaurants. We will continue to review the restaurant groups for any further necessary impairment until the date they are sold. The aforementioned non-cash impairment charges do not include any allocation of the KFC reporting unit goodwill in the restaurant group carrying value. This additional non-cash write-down would be recorded, consistent with our historical policy, if the restaurant groups, or any subset of the restaurant groups, ultimately meet the criteria to be classified as held for sale. We will also be required to record a charge for the fair value of our guarantee of future lease payments for leases we assign to the franchisee upon any sale.
[2] During the year ended December 31, 2011 we decided to refranchise or close all of our remaining Company-operated Pizza Hut restaurants in the UK market. While an asset group comprising approximately 350 dine-in restaurants did not meet the criteria for held-for-sale classification as of December 31, 2011, our- decision to sell was considered an impairment indicator. As such we reviewed this asset group for potential impairment and determined that its carrying value was not recoverable based upon our estimate of expected refranchising proceeds and holding period cash flows anticipated while we continue to operate the restaurants as company units. Accordingly, we wrote this asset group down to our estimate of its fair value, which is based on the sales price we would expect to receive from a buyer. This fair value determination considered current market conditions, trends in the Pizza Hut UK business, and prices for similar transactions in the restaurant industry and resulted in a non-cash pre-tax write-down of $74 million which was recorded to Refranchising (gain) loss. This impairment charge decreased depreciation expense versus what would have otherwise been recorded by $3 million in 2011. This depreciation reduction was not allocated to the YRI segment, resulting in depreciation expense in the YRI segment results continuing to be recorded at the rate at which it was prior to the impairment charges being recorded for these restaurants. We will continue to review the asset group for any further necessary impairment until the date it is sold. The write-down does not include any allocation of the Pizza Hut UK reporting unit goodwill in the asset group carrying value. This additional non-cash write-down would be recorded, consistent with our historical policy, if the asset group ultimately meets the criteria to be classified as held for sale. Upon the ultimate sale of the restaurants, depending on the form of the transaction, we could also be required to record a charge for the fair value of any guarantee of future lease payments for any leases we assign to a franchisee and for the cumulative foreign currency translation adjustment associated with Pizza Hut UK. The decision to refranchise or close all remaining Pizza Hut restaurants in the UK was considered to be a goodwill impairment indicator. We determined that the fair value of our Pizza Hut UK reporting unit exceeded its carrying value and as such there was no impairment of the approximately $100 million in goodwill attributable to the reporting unit.
[3] During the year ended December 26, 2009 we recognized a non-cash $10 million refranchising loss as a result of our decision to offer to refranchise our KFC Taiwan equity market. During the year ended December 25, 2010 we refranchised all of our remaining company restaurants in Taiwan, which consisted of 124 KFCs. We included in our December 25, 2010 financial statements a non-cash write-off of $7 million of goodwill in determining the loss on refranchising of Taiwan. Neither of these losses resulted in a related income tax benefit. The amount of goodwill write-off was based on the relative fair values of the Taiwan business disposed of and the portion of the business that was retained. The fair value of the business disposed of was determined by reference to the discounted value of the future cash flows expected to be generated by the restaurants and retained by the franchisee, which include a deduction for the anticipated royalties the franchisee will pay the Company associated with the franchise agreement entered into in connection with this refranchising transaction. The fair value of the Taiwan business retained consists of expected, net cash flows to be derived from royalties from franchisees, including the royalties associated with the franchise agreement entered into in connection with this refranchising transaction. We believe the terms of the franchise agreement entered into in connection with the Taiwan refranchising are substantially consistent with market. The remaining carrying value of goodwill related to our Taiwan business of $30 million, after the aforementioned write-off, was determined not to be impaired as the fair value of the Taiwan reporting unit exceeded its carrying amount.
Consolidated Statements of Cash Flows (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2011
Dec. 25, 2010
Dec. 26, 2009
Cash Flows - Operating Activities
 
 
 
Net Income - including noncontrolling interest
$ 1,335 
$ 1,178 
$ 1,083 
Depreciation and amortization
628 1
589 1
580 
Closures and impairment (income) expenses
135 
47 
103 
Refranchising (gain) loss
72 2 3
63 2 4 5
(26)4
Contributions to defined benefit pension plans
(63)
(52)
(280)
Gain upon consolidation of a former unconsolidated affiliate in China
(68)6
Deferred income taxes
(137)
(110)
72 
Equity income from investments in unconsolidated affiliates
(47)
(42)
(36)
Distributions of income received from unconsolidated affiliates
39 
34 
31 
Excess tax benefit from share-based compensation
(66)
(69)
(59)
Share-based compensation expense
59 
47 
56 
Changes in accounts and notes receivable
(39)
(12)
Changes in inventories
(75)
(68)
27 
Changes in prepaid expenses and other current assets
(25)
61 
(7)
Changes in accounts payable and other current liabilities
144 
61 
(62)
Changes in income taxes payable
109 
104 
(95)
Other, net
101 
137 
82 
Net Cash Provided by Operating Activities
2,170 
1,968 
1,404 
Cash Flows - Investing Activities
 
 
 
Capital spending
(940)
(796)
(797)
Proceeds from refranchising of restaurants
246 
265 
194 
Acquisitions and investments
(81)
(62)
(139)
Sales of property, plant and equipment
30 
33 
34 
Increase in restricted cash
(300)
Other, net
39 
(19)
(19)
Net Cash Used in Investing Activities
(1,006)
(579)
(727)
Cash Flows - Financing Activities
 
 
 
Proceeds from long-term debt
404 
350 
499 
Repayments of long-term debt
(666)
(29)
(528)
Revolving credit facilities, three months or less, net
(5)
(295)
Short-term borrowings by original maturity
 
 
 
More than three months - proceeds
More than three months - payments
Three months or less, net
(3)
(8)
Repurchase shares of Common Stock
(752)
(371)
Excess tax benefit from share-based compensation
66 
69 
59 
Employee stock option proceeds
59 
102 
113 
Dividends paid on Common Stock
(481)
(412)
(362)
Other, net
(43)
(38)
(20)
Net Cash Used in Financing Activities
(1,413)
(337)
(542)
Effect of Exchange Rates on Cash and Cash Equivalents
21 
21 
(15)
Net Increase (Decrease) in Cash and Cash Equivalents
(228)
1,073 
120 
Change in Cash and Cash Equivalents due to consolidation of an entity in China
17 
Cash and Cash Equivalents - Beginning of Year
1,426 
353 
216 
Cash and Cash Equivalents - End of Year
$ 1,198 
$ 1,426 
$ 353 
[2] U.S. refranchising losses in the years ended December 31, 2011 and December 25, 2010 are primarily due to losses on sales of and offers to refranchise KFCs in the U.S. There were approximately 250 and 600 KFC restaurants offered for refranchising as of December 31, 2011 and December 25, 2010, respectively. While we did not yet believe these KFCs met the criteria to be classified as held for sale, we did, consistent with our historical practice, review the restaurants for impairment as a result of our offer to refranchise. We recorded impairment charges where we determined that the carrying value of restaurant groups to be sold was not recoverable based upon our estimate of expected refranchising proceeds and holding period cash flows anticipated while we continue to operate the restaurants as company units. For those restaurant groups deemed impaired, we wrote such restaurant groups down to our estimate of their fair values, which were based on the sales price we would expect to receive from a franchisee for each restaurant group. This fair value determination considered current market conditions, real-estate values, trends in the KFC U.S. business, prices for similar transactions in the restaurant industry and preliminary offers for the restaurant groups to date. The non-cash impairment charges that were recorded related to our offers to refranchise these company-operated KFC restaurants in the U.S. decreased depreciation expense versus what would have otherwise been recorded by $10 million and $9 million in the years ended December 31, 2011 and December 25, 2010, respectively. These depreciation reductions were not allocated to the U.S. segment resulting in depreciation expense in the U.S. segment results continuing to be recorded at the rate at which it was prior to the impairment charges being recorded for these restaurants. We will continue to review the restaurant groups for any further necessary impairment until the date they are sold. The aforementioned non-cash impairment charges do not include any allocation of the KFC reporting unit goodwill in the restaurant group carrying value. This additional non-cash write-down would be recorded, consistent with our historical policy, if the restaurant groups, or any subset of the restaurant groups, ultimately meet the criteria to be classified as held for sale. We will also be required to record a charge for the fair value of our guarantee of future lease payments for leases we assign to the franchisee upon any sale.
[3] During the year ended December 31, 2011 we decided to refranchise or close all of our remaining Company-operated Pizza Hut restaurants in the UK market. While an asset group comprising approximately 350 dine-in restaurants did not meet the criteria for held-for-sale classification as of December 31, 2011, our- decision to sell was considered an impairment indicator. As such we reviewed this asset group for potential impairment and determined that its carrying value was not recoverable based upon our estimate of expected refranchising proceeds and holding period cash flows anticipated while we continue to operate the restaurants as company units. Accordingly, we wrote this asset group down to our estimate of its fair value, which is based on the sales price we would expect to receive from a buyer. This fair value determination considered current market conditions, trends in the Pizza Hut UK business, and prices for similar transactions in the restaurant industry and resulted in a non-cash pre-tax write-down of $74 million which was recorded to Refranchising (gain) loss. This impairment charge decreased depreciation expense versus what would have otherwise been recorded by $3 million in 2011. This depreciation reduction was not allocated to the YRI segment, resulting in depreciation expense in the YRI segment results continuing to be recorded at the rate at which it was prior to the impairment charges being recorded for these restaurants. We will continue to review the asset group for any further necessary impairment until the date it is sold. The write-down does not include any allocation of the Pizza Hut UK reporting unit goodwill in the asset group carrying value. This additional non-cash write-down would be recorded, consistent with our historical policy, if the asset group ultimately meets the criteria to be classified as held for sale. Upon the ultimate sale of the restaurants, depending on the form of the transaction, we could also be required to record a charge for the fair value of any guarantee of future lease payments for any leases we assign to a franchisee and for the cumulative foreign currency translation adjustment associated with Pizza Hut UK. The decision to refranchise or close all remaining Pizza Hut restaurants in the UK was considered to be a goodwill impairment indicator. We determined that the fair value of our Pizza Hut UK reporting unit exceeded its carrying value and as such there was no impairment of the approximately $100 million in goodwill attributable to the reporting unit.
[4] During the year ended December 26, 2009 we recognized a non-cash $10 million refranchising loss as a result of our decision to offer to refranchise our KFC Taiwan equity market. During the year ended December 25, 2010 we refranchised all of our remaining company restaurants in Taiwan, which consisted of 124 KFCs. We included in our December 25, 2010 financial statements a non-cash write-off of $7 million of goodwill in determining the loss on refranchising of Taiwan. Neither of these losses resulted in a related income tax benefit. The amount of goodwill write-off was based on the relative fair values of the Taiwan business disposed of and the portion of the business that was retained. The fair value of the business disposed of was determined by reference to the discounted value of the future cash flows expected to be generated by the restaurants and retained by the franchisee, which include a deduction for the anticipated royalties the franchisee will pay the Company associated with the franchise agreement entered into in connection with this refranchising transaction. The fair value of the Taiwan business retained consists of expected, net cash flows to be derived from royalties from franchisees, including the royalties associated with the franchise agreement entered into in connection with this refranchising transaction. We believe the terms of the franchise agreement entered into in connection with the Taiwan refranchising are substantially consistent with market. The remaining carrying value of goodwill related to our Taiwan business of $30 million, after the aforementioned write-off, was determined not to be impaired as the fair value of the Taiwan reporting unit exceeded its carrying amount.
Consolidated Balance Sheets (USD $)
In Millions, unless otherwise specified
Dec. 31, 2011
Dec. 25, 2010
Current Assets
 
 
Cash and cash equivalents
$ 1,198 
$ 1,426 
Accounts and notes receivable, net
286 
256 
Inventories
273 
189 
Prepaid expenses and other current assets
338 
269 
Deferred income taxes
112 
61 
Advertising cooperative assets, restricted
114 
112 
Total Current Assets
2,321 
2,313 
Property, plant and equipment, net
4,042 
3,830 
Goodwill
681 1
659 
Intangible assets, net
299 
475 
Investments in unconsolidated affiliates
167 
154 
Restricted cash
300 
Other assets
475 
519 
Deferred income taxes
549 
366 
Total Assets
8,834 2
8,316 2
Current Liabilities
 
 
Accounts payable and other current liabilities
1,874 
1,602 
Income taxes payable
142 
61 
Short-term borrowings
320 
673 
Advertising cooperative liabilities
114 
112 
Total Current Liabilities
2,450 
2,448 
Long-term debt
2,997 
2,915 
Other liabilities and deferred credits
1,471 
1,284 
Total Liabilities
6,918 
6,647 
Shareholders' Equity
 
 
Common stock, no par value, 750 shares authorized; 460 shares and 469 shares issued in 2011 and 2010, respectively
18 
86 
Retained earnings
2,052 
1,717 
Accumulated other comprehensive income (loss)
(247)
(227)
Total Shareholders' Equity - YUM! Brands, Inc.
1,823 
1,576 
Noncontrolling interest
93 
93 
Total Shareholders' Equity
1,916 
1,669 
Total Liabilities and Shareholders' Equity
$ 8,834 
$ 8,316 
Consolidated Statements of Shareholders' Equity (Deficit) and Comprehensive Income (Loss) (USD $)
In Millions, except Share data
Total
Common Stock
Retained Earnings
Accumulated Other Comprehensive Income (Loss)
Noncontrolling Interest
Balance at Dec. 27, 2008
$ (94)
$ 7 
$ 303 
$ (418)
$ 14 
Balance (in shares) at Dec. 27, 2008
 
459,000,000 
 
 
 
Net Income
1,083 
 
1,071 
 
12 
Foreign currency translation adjustment
176 
 
 
176 
 
Pension and post-retirement benefit plans (net of tax impact)
13 
 
 
13 
 
Net unrealized gain (loss) on derivative instruments (net of tax impact)
 
 
 
Net unrealized change in derivative instruments (tax impact)
(3)
 
 
 
 
Comprehensive Income
1,277 
 
 
 
 
Purchase of subsidiary shares from noncontrolling interest
70 
 
 
 
70 
Dividends declared
(385)
 
(378)
 
(7)
Repurchase of shares of Common Stock
 
 
 
Repurchase of shares of Common Stock (in shares)
 
 
 
 
Employee stock option and SARs exercises (includes tax impact)
168 
168 
 
 
 
Employee stock option and SARs exercises (includes tax impact) (in shares)
 
10,000,000 
 
 
 
Compensation-related events (includes tax impact)
78 
78 
 
 
 
Compensation-related events (includes tax impact) (in shares)
 
 
 
 
Balance at Dec. 26, 2009
1,114 
253 
996 
(224)
89 
Balance (in shares) at Dec. 26, 2009
 
469,000,000 
 
 
 
Net Income
1,178 
 
1,158 
 
20 
Foreign currency translation adjustment
12 
 
 
Pension and post-retirement benefit plans (net of tax impact)
(10)
 
 
(10)
 
Net unrealized gain (loss) on derivative instruments (net of tax impact)
(1)
 
 
(1)
 
Net unrealized change in derivative instruments (tax impact)
 
 
 
 
Comprehensive Income
1,179 
 
 
 
 
Dividends declared
(457)
 
(437)
 
(20)
Repurchase of shares of Common Stock
(390)1
(390)
 
 
Repurchase of shares of Common Stock (in shares)
(9,759,000)1
(10,000,000)
 
 
 
Employee stock option and SARs exercises (includes tax impact)
168 
168 
 
 
 
Employee stock option and SARs exercises (includes tax impact) (in shares)
 
9,000,000 
 
 
 
Compensation-related events (includes tax impact)
55 
55 
 
 
 
Compensation-related events (includes tax impact) (in shares)
 
1,000,000 
 
 
 
Balance at Dec. 25, 2010
1,669 
86 
1,717 
(227)
93 
Balance (in shares) at Dec. 25, 2010
 
469,000,000 
 
 
 
Net Income
1,335 
 
1,319 
 
16 
Foreign currency translation adjustment
91 
 
 
85 
Pension and post-retirement benefit plans (net of tax impact)
(106)
 
 
(106)
 
Net unrealized gain (loss) on derivative instruments (net of tax impact)
 
 
 
Net unrealized change in derivative instruments (tax impact)
(1)
 
 
 
 
Comprehensive Income
1,321 
 
 
 
 
Dividends declared
(523)
 
(501)
 
(22)
Repurchase of shares of Common Stock
(733)1
(250)
(483)
 
 
Repurchase of shares of Common Stock (in shares)
(14,305,000)1
(14,000,000)
 
 
 
Employee stock option and SARs exercises (includes tax impact)
119 
119 
 
 
 
Employee stock option and SARs exercises (includes tax impact) (in shares)
 
5,000,000 
 
 
 
Compensation-related events (includes tax impact)
63 
63 
 
 
 
Compensation-related events (includes tax impact) (in shares)
 
 
 
 
Balance at Dec. 31, 2011
$ 1,916 
$ 18 
$ 2,052 
$ (247)
$ 93 
Balance (in shares) at Dec. 31, 2011
 
460,000,000 
 
 
 
Description of Business
Description of Business
Description of Business

YUM! Brands, Inc. and Subsidiaries (collectively referred to as “YUM” or the “Company”) comprises the worldwide operations of KFC, Pizza Hut and Taco Bell (collectively the “Concepts”).  YUM is the world’s largest quick service restaurant company based on the number of system units, with approximately 37,000 units of which approximately 50% are located outside the U.S. in more than 120 countries and territories.  YUM was created as an independent, publicly-owned company on October 6, 1997 via a tax-free distribution by our former parent, PepsiCo, Inc., of our Common Stock to its shareholders.  References to YUM throughout these Consolidated Financial Statements are made using the first person notations of “we,” “us” or “our.”

Through our widely-recognized Concepts, we develop, operate, franchise and license a system of both traditional and non-traditional quick service restaurants.  Each Concept has proprietary menu items and emphasizes the preparation of food with high quality ingredients as well as unique recipes and special seasonings to provide appealing, tasty and attractive food at competitive prices.  Our traditional restaurants feature dine-in, carryout and, in some instances, drive-thru or delivery service.  Non-traditional units, which are principally licensed outlets, include express units and kiosks which have a more limited menu and operate in non-traditional locations like malls, airports, gasoline service stations, train stations, subways, convenience stores, stadiums, amusement parks and colleges, where a full-scale traditional outlet would not be practical or efficient.  We also operate multibrand units, where two or more of our Concepts are operated in a single unit.  

YUM consists of five operating segments:  YUM Restaurants China ("China" or “China Division”), YUM Restaurants International (“YRI” or “International Division”), KFC U.S., Pizza Hut U.S., and Taco Bell U.S.  The China Division includes mainland China, and the International Division includes the remainder of our international operations. For financial reporting purposes, management considers the three U.S. operating segments to be similar and, therefore, has aggregated them into a single reportable operating segment (“U.S.”).  In December 2011 we sold our Long John Silver's ("LJS") and A&W All American Food Restaurants ("A&W") brands to key franchise leaders and strategic investors in separate transactions. The results for these businesses through the sale date are included in the Company's results for 2011, 2010 and 2009. As a result of changes to our management reporting structure, in the first quarter of 2012 we will begin reporting information for our India business as a standalone reporting segment separated from YRI. While our consolidated results will not be impacted, we will restate our historical segment information during 2012 for consistent presentation.

Summary of Significant Accounting Policies
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies

Our preparation of the accompanying Consolidated Financial Statements in conformity with Generally Accepted Accounting Principles in the United States of America (“GAAP”) requires us to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from these estimates.  The Company evaluated subsequent events through the date the Consolidated Financial Statements were issued and filed with the Securities and Exchange Commission.

Principles of Consolidation and Basis of Preparation.  Intercompany accounts and transactions have been eliminated in consolidation.  We consolidate entities in which we have a controlling financial interest, the usual condition of which is ownership of a majority voting interest.  We also consider for consolidation an entity, in which we have certain interests, where the controlling financial interest may be achieved through arrangements that do not involve voting interests.  Such an entity, known as a variable interest entity (“VIE”), is required to be consolidated by its primary beneficiary.  The primary beneficiary is the entity that possesses the power to direct the activities of the VIE that most significantly impact its economic performance and has the obligation to absorb losses or the right to receive benefits from the VIE that are significant to it.

Our most significant variable interests are in entities that operate restaurants under our Concepts’ franchise and license arrangements.  We do not generally have an equity interest in our franchisee or licensee businesses with the exception of certain entities in China as discussed below.  Additionally, we do not typically provide significant financial support such as loans or guarantees to our franchisees and licensees.  However, we do have variable interests in certain franchisees through real estate lease arrangements with them to which we are a party.  At the end of 2011, YUM has future lease payments due from franchisees, on a nominal basis, of approximately $320 million.  As our franchise and license arrangements provide our franchisee and licensee entities the power to direct the activities that most significantly impact their economic performance, we do not consider ourselves the primary beneficiary of any such entity that might otherwise be considered a VIE.

See Note 19 for additional information on an entity that operates a franchise lending program that is a VIE in which we have a variable interest but for which we are not the primary beneficiary and thus do not consolidate.

Certain investments in entities that operate KFCs in China as well as our investment in Little Sheep Group Limited ("Little Sheep"), a Chinese casual dining concept headquartered in Inner Mongolia, China, are accounted for by the equity method.  These entities are not VIEs and our lack of majority voting rights precludes us from controlling these affiliates.  Thus, we do not consolidate these affiliates, instead accounting for them under the equity method.  Our share of the net income or loss of those unconsolidated affiliates is included in Other (income) expense.  Subsequent to fiscal year 2011, we acquired an additional 66% interest in Little Sheep. As a result, we will begin consolidating this business in 2012. In the second quarter of 2009 we began consolidating the entity that operates the KFCs in Shanghai, China, which was previously accounted for using the equity method.  The increase in cash related to the consolidation of this entitiy's cash balance of $17 million is presented as a single line item on our 2009 Consolidated Statement of Cash Flows.

We report Net income attributable to the non-controlling interest in the entity that operates the KFCs in Beijing, China and since its consolidation, the Shanghai entity, separately on the face of our Consolidated Statements of Income.  The portion of equity in these entities not attributable to the Company is reported within equity, separately from the Company’s equity on the Consolidated Balance Sheets.

See Note 4 for a further description of the accounting upon acquisition of additional interest in the Shanghai entity.

We participate in various advertising cooperatives with our franchisees and licensees established to collect and administer funds contributed for use in advertising and promotional programs designed to increase sales and enhance the reputation of the Company and its franchise owners. Contributions to the advertising cooperatives are required for both Company-operated and franchise restaurants and are generally based on a percent of restaurant sales.  We maintain certain variable interests in these cooperatives. As the cooperatives are required to spend all funds collected on advertising and promotional programs, total equity at risk is not sufficient to permit the cooperatives to finance their activities without additional subordinated financial support. Therefore, these cooperatives are VIEs. As a result of our voting rights, we consolidate certain of these cooperatives for which we are the primary beneficiary.  The Advertising cooperatives assets, consisting primarily of cash received from the Company and franchisees and accounts receivable from franchisees, can only be used to settle obligations of the respective cooperative.  The Advertising cooperative liabilities represent the corresponding obligation arising from the receipt of the contributions to purchase advertising and promotional programs for which creditors do not have recourse to the general credit of the primary beneficiary.  Therefore, we report all assets and liabilities of these advertising cooperatives that we consolidate as Advertising cooperative assets, restricted and Advertising cooperative liabilities in the Consolidated Balance Sheet.  As the contributions to these cooperatives are designated and segregated for advertising, we act as an agent for the franchisees and licensees with regard to these contributions.  Thus, we do not reflect franchisee and licensee contributions to these cooperatives in our Consolidated Statements of Income or Consolidated Statements of Cash Flows.

Fiscal Year.  Our fiscal year ends on the last Saturday in December and, as a result, a 53rd week is added every five or six years.  The first three quarters of each fiscal year consist of 12 weeks and the fourth quarter consists of 16 weeks in fiscal years with 52 weeks and 17 weeks in fiscal years with 53 weeks.   Our subsidiaries operate on similar fiscal calendars except that China and certain other international subsidiaries operate on a monthly calendar, and thus never have a 53rd week, with two months in the first quarter, three months in the second and third quarters and four months in the fourth quarter.  All of our international businesses except China close one period or one month earlier to facilitate consolidated reporting.

Fiscal year 2011 included 53 weeks for our U.S. businesses and a portion of our YRI business. The 53rd week added $91 million to total revenues, $15 million to Restaurant profit and $25 million to Operating Profit in our 2011 Consolidated Statement of Income. The $25 million benefit was offset throughout 2011 by investments, including franchise development incentives, as well as higher-than-normal spending, such as restaurant closures in the U.S. and YRI.

Foreign Currency.  The functional currency determination for operations outside the U.S. is based upon a number of economic factors, including but not limited to cash flows and financing transactions.  Income and expense accounts are translated into U.S. dollars at the average exchange rates prevailing during the period.  Assets and liabilities are translated into U.S. dollars at exchange rates in effect at the balance sheet date.  Resulting translation adjustments are recorded in Accumulated other comprehensive income (loss) in the Consolidated Balance Sheet and are subsequently recognized as income or expense only upon sale or upon complete or substantially complete liquidation of the related investment in a foreign entity.  Gains and losses arising from the impact of foreign currency exchange rate fluctuations on transactions in foreign currency are included in Other (income) expense in our Consolidated Statement of Income.

Reclassifications. We have reclassified certain items in the Consolidated Financial Statements for prior periods to be comparable with the classification for the fiscal year ended December 31, 2011. These reclassifications had no effect on previously reported Net Income - YUM! Brands, Inc.

Franchise and License Operations.  We execute franchise or license agreements for each unit operated by third parties which set out the terms of our arrangement with the franchisee or licensee.  Our franchise and license agreements typically require the franchisee or licensee to pay an initial, non-refundable fee and continuing fees based upon a percentage of sales.  Subject to our approval and their payment of a renewal fee, a franchisee may generally renew the franchise agreement upon its expiration.

The internal costs we incur to provide support services to our franchisees and licensees are charged to General and Administrative (“G&A”) expenses as incurred.  Certain direct costs of our franchise and license operations are charged to franchise and license expenses.  These costs include provisions for estimated uncollectible fees, rent or depreciation expense associated with restaurants we lease or sublease to franchisees, franchise and license marketing funding, amortization expense for franchise-related intangible assets and certain other direct incremental franchise and license support costs.

Revenue Recognition.  Revenues from Company-operated restaurants are recognized when payment is tendered at the time of sale.  The Company presents sales net of sales-related taxes.  Income from our franchisees and licensees includes initial fees, continuing fees, renewal fees and rental income from restaurants we lease or sublease to them.  We recognize initial fees received from a franchisee or licensee as revenue when we have performed substantially all initial services required by the franchise or license agreement, which is generally upon the opening of a store.  We recognize continuing fees based upon a percentage of franchisee and licensee sales and rental income as earned.  We recognize renewal fees when a renewal agreement with a franchisee or licensee becomes effective.  We present initial fees collected upon the sale of a restaurant to a franchisee in Refranchising (gain) loss.

Direct Marketing Costs.  We charge direct marketing costs to expense ratably in relation to revenues over the year in which incurred and, in the case of advertising production costs, in the year the advertisement is first shown.  Deferred direct marketing costs, which are classified as prepaid expenses, consist of media and related advertising production costs which will generally be used for the first time in the next fiscal year and have historically not been significant.  To the extent we participate in advertising cooperatives, we expense our contributions as incurred which are generally based on a percentage of sales.  Our advertising expenses were $593 million, $557 million and $548 million in 2011, 2010 and 2009, respectively.  We report substantially all of our direct marketing costs in Occupancy and other operating expenses.

Research and Development Expenses.  Research and development expenses, which we expense as incurred, are reported in G&A expenses.  Research and development expenses were $34 million, $33 million and $31 million in 2011, 2010 and 2009, respectively.

Share-Based Employee Compensation.  We recognize all share-based payments to employees, including grants of employee stock options and stock appreciation rights (“SARs”), in the Consolidated Financial Statements as compensation cost over the service period based on their fair value on the date of grant.  This compensation cost is recognized over the service period on a straight-line basis for the fair value of awards that actually vest.  We present this compensation cost consistent with the other compensation costs for the employee recipient in either Payroll and employee benefits or G&A expenses.

Legal Costs. Settlement costs are accrued when they are deemed probable and estimable. Anticipated legal fees related to self-insured workers' compensation, employment practices liability, general liability, automobile liability, product liability and property losses (collectively, "property and casualty losses") are accrued when deemed probable and estimable. Legal fees not related to self-insured property and casualty losses are recognized as incurred.

Impairment or Disposal of Property, Plant and Equipment.  Property, plant and equipment (“PP&E”) is tested for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable.  The assets are not recoverable if their carrying value is less than the undiscounted cash flows we expect to generate from such assets.  If the assets are not deemed to be recoverable, impairment is measured based on the excess of their carrying value over their fair value.

For purposes of impairment testing for our restaurants, we have concluded that an individual restaurant is the lowest level of independent cash flows unless our intent is to refranchise restaurants as a group.  We review our long-lived assets of such individual restaurants (primarily PP&E and allocated intangible assets subject to amortization) semi-annually for impairment, or whenever events or changes in circumstances indicate that the carrying amount of a restaurant may not be recoverable.  We use two consecutive years of operating losses as our primary indicator of potential impairment for our semi-annual impairment testing of these restaurant assets.  We evaluate the recoverability of these restaurant assets by comparing the estimated undiscounted future cash flows, which are based on our entity-specific assumptions, to the carrying value of such assets.  For restaurant assets that are not deemed to be recoverable, we write-down an impaired restaurant to its estimated fair value, which becomes its new cost basis.  Fair value is an estimate of the price a franchisee would pay for the restaurant and its related assets and is determined by discounting the estimated future after-tax cash flows of the restaurant, which include a deduction for the royalty the franchisee would pay us.  The after-tax cash flows incorporate reasonable assumptions we believe a franchisee would make such as sales growth and margin improvement.  The discount rate used in the fair value calculation is our estimate of the required rate of return that a franchisee would expect to receive when purchasing a similar restaurant and the related long-lived assets.  The discount rate incorporates rates of returns for historical refranchising market transactions and is commensurate with the risks and uncertainty inherent in the forecasted cash flows.

In executing our refranchising initiatives, we most often offer groups of restaurants for sale.  When we believe a restaurant or groups of restaurants will be refranchised for a price less than their carrying value, but do not believe the restaurant(s) have met the criteria to be classified as held for sale, we review the restaurants for impairment.  We evaluate the recoverability of these restaurant assets at the date it is considered more likely than not that they will be refranchised by comparing estimated sales proceeds plus holding period cash flows, if any, to the carrying value of the restaurant or group of restaurants.  For restaurant assets that are not deemed to be recoverable, we recognize impairment for any excess of carrying value over the fair value of the restaurants, which is based on the expected net sales proceeds.  To the extent ongoing agreements to be entered into with the franchisee simultaneous with the refranchising are expected to contain terms, such as royalty rates, not at prevailing market rates, we consider the off-market terms in our impairment evaluation.  We recognize any such impairment charges in Refranchising (gain) loss.  We classify restaurants as held for sale and suspend depreciation and amortization when (a) we make a decision to refranchise; (b) the restaurants can be immediately removed from operations; (c) we have begun an active program to locate a buyer; (d) the restaurant is being actively marketed at a reasonable market price; (e) significant changes to the plan of sale are not likely; and (f) the sale is probable within one year.  Restaurants classified as held for sale are recorded at the lower of their carrying value or fair value less cost to sell.  We recognize estimated losses on restaurants that are classified as held for sale in Refranchising (gain) loss.

Refranchising (gain) loss includes the gains or losses from the sales of our restaurants to new and existing franchisees, including impairment charges discussed above, and the related initial franchise fees. We recognize gains on restaurant refranchisings when the sale transaction closes, the franchisee has a minimum amount of the purchase price in at-risk equity, and we are satisfied that the franchisee can meet its financial obligations.  If the criteria for gain recognition are not met, we defer the gain to the extent we have a remaining financial exposure in connection with the sales transaction.  Deferred gains are recognized when the gain recognition criteria are met or as our financial exposure is reduced.  When we make a decision to retain a store, or group of stores, previously held for sale, we revalue the store at the lower of its (a) net book value at our original sale decision date less normal depreciation and amortization that would have been recorded during the period held for sale or (b) its current fair value.  This value becomes the store’s new cost basis.  We record any resulting difference between the store’s carrying amount and its new cost basis to Closure and impairment (income) expense.

When we decide to close a restaurant, it is reviewed for impairment and depreciable lives are adjusted based on the expected disposal date.  Other costs incurred when closing a restaurant such as costs of disposing of the assets as well as other facility-related expenses from previously closed stores are generally expensed as incurred.  Additionally, at the date we cease using a property under an operating lease, we record a liability for the net present value of any remaining lease obligations, net of estimated sublease income, if any.  Any costs recorded upon store closure as well as any subsequent adjustments to liabilities for remaining lease obligations as a result of lease termination or changes in estimates of sublease income are recorded in Closures and impairment (income) expenses.   To the extent we sell assets, primarily land, associated with a closed store, any gain or loss upon that sale is also recorded in Closures and impairment (income) expenses.

Considerable management judgment is necessary to estimate future cash flows, including cash flows from continuing use, terminal value, sublease income and refranchising proceeds.  Accordingly, actual results could vary significantly from our estimates.

Impairment of Investments in Unconsolidated Affiliates.  We record impairment charges related to an investment in an unconsolidated affiliate whenever events or circumstances indicate that a decrease in the fair value of an investment has occurred which is other than temporary.  In addition, we evaluate our investments in unconsolidated affiliates for impairment when they have experienced two consecutive years of operating losses.  We recorded no impairment associated with our investments in unconsolidated affiliates during 2011, 2010 and 2009.

Guarantees.  We recognize, at inception of a guarantee, a liability for the fair value of certain obligations undertaken.  The majority of our guarantees are issued as a result of assigning our interest in obligations under operating leases as a condition to the refranchising of certain Company restaurants.  We recognize a liability for the fair value of such lease guarantees upon refranchising
and upon subsequent renewals of such leases when we remain contingently liable.  The related expense and any subsequent changes in the guarantees are included in Refranchising (gain) loss.  The related expense and subsequent changes in the guarantees for other franchise support guarantees not associated with a refranchising transaction are included in Franchise and license expense.

Income Taxes.  We record deferred tax assets and liabilities for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases as well as operating loss and tax credit carryforwards.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.  Additionally, in determining the need for recording a valuation allowance against the carrying amount of deferred tax assets, we consider the amount of taxable income and periods over which it must be earned, actual levels of past taxable income and known trends and events or transactions that are expected to affect future levels of taxable income.  Where we determine that it is more likely than not that all or a portion of an asset will not be realized, we record a valuation allowance.

We recognize the benefit of positions taken or expected to be taken in our tax returns in our Income tax provision when it is more likely than not (i.e. a likelihood of more than fifty percent) that the position would be sustained upon examination by tax authorities.  A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon settlement.  Changes in judgment that result in subsequent recognition, derecognition or change in a measurement of a tax position taken in a prior annual period (including any related interest and penalties) are recognized as a discrete item in the interim period in which the change occurs.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as components of its Income tax provision.

See Note 17 for a further discussion of our income taxes.

Fair Value Measurements.  Fair value is the price we would receive to sell an asset or pay to transfer a liability (exit price) in an orderly transaction between market participants.  For those assets and liabilities we record or disclose at fair value, we determine fair value based upon the quoted market price, if available.  If a quoted market price is not available for identical assets, we determine fair value based upon the quoted market price of similar assets or the present value of expected future cash flows considering the risks involved, including counterparty performance risk if appropriate, and using discount rates appropriate for the duration.  The fair values are assigned a level within the fair value hierarchy, depending on the source of the inputs into the calculation.

Level 1
Inputs based upon quoted prices in active markets for identical assets.
 
 
Level 2
Inputs other than quoted prices included within Level 1 that are observable for the asset, either directly or indirectly.
 
 
Level 3
Inputs that are unobservable for the asset.


Cash and Cash Equivalents.  Cash equivalents represent funds we have temporarily invested (with original maturities not exceeding three months), including short-term, highly liquid debt securities.

Receivables.  The Company’s receivables are primarily generated as a result of ongoing business relationships with our franchisees and licensees as a result of franchise, license and lease agreements.  Trade receivables consisting of royalties from franchisees and licensees are generally due within 30 days of the period in which the corresponding sales occur and are classified as Accounts and notes receivable on our Consolidated Balance Sheets.  Our provision for uncollectible franchise and licensee receivable balances is based upon pre-defined aging criteria or upon the occurrence of other events that indicate that we may not collect the balance due.  Additionally, we monitor the financial condition of our franchisees and licensees and record provisions for estimated losses on receivables when we believe it probable that our franchisees or licensees will be unable to make their required payments.  While we use the best information available in making our determination, the ultimate recovery of recorded receivables is also dependent upon future economic events and other conditions that may be beyond our control.  Net provisions for uncollectible franchise and license trade receivables of $7 million, $3 million and $11 million were included in Franchise and license expenses in 2011, 2010 and 2009, respectively.  The allowance for doubtful accounts, net of the aforementioned provisions, decreased during 2011 primarily due to write-offs and as a result of the LJS and A&W divestitures. Trade receivables that are ultimately deemed to be uncollectible, and for which collection efforts have been exhausted, are written off against the allowance for doubtful accounts.
 
 
 
2011
 
2010
Accounts and notes receivable
 
$
308

 
$
289

Allowance for doubtful accounts
 
(22
)
 
(33
)
Accounts and notes receivable, net
 
$
286

 
$
256


 
Our financing receivables primarily consist of notes receivables and direct financing leases with franchisees which we enter into from time to time.  As these receivables primarily relate to our ongoing business agreements with franchisees and licensees, we consider such receivables to have similar risk characteristics and evaluate them as one collective portfolio segment and class for determining the allowance for doubtful accounts.  We monitor the financial condition of our franchisees and licensees and record provisions for estimated losses on receivables when we believe it probable that our franchisees or licensees will be unable to make their required payments.  Balances of notes receivable and direct financing leases due within one year are included in Accounts and Notes Receivable while amounts due beyond one year are included in Other assets.  Amounts included in Other assets totaled $15 million (net of an allowance of $4 million) and $57 million (net of an allowance of $30 million) at December 31, 2011 and December 25, 2010, respectively.    The decline was primarily due to direct financing lease receivables sold as part of the LJS and A&W divestitures. Financing receivables that are ultimately deemed to be uncollectible, and for which collection efforts have been exhausted, are written off against the allowance for doubtful accounts.  Interest income recorded on financing receivables has traditionally been insignificant.

Inventories.  We value our inventories at the lower of cost (computed on the first-in, first-out method) or market.

Property, Plant and Equipment.  We state property, plant and equipment at cost less accumulated depreciation and amortization.  We calculate depreciation and amortization on a straight-line basis over the estimated useful lives of the assets as follows:  5 to 25 years for buildings and improvements, 3 to 20 years for machinery and equipment and 3 to 7 years for capitalized software costs.  As discussed above, we suspend depreciation and amortization on assets related to restaurants that are held for sale.

Leases and Leasehold Improvements.  The Company leases land, buildings or both for nearly 6,200 of its restaurants worldwide.  Lease terms, which vary by country and often include renewal options, are an important factor in determining the appropriate accounting for leases including the initial classification of the lease as capital or operating and the timing of recognition of rent expense over the duration of the lease.  We include renewal option periods in determining the term of our leases when failure to renew the lease would impose a penalty on the Company in such an amount that a renewal appears to be reasonably assured at the inception of the lease.  The primary penalty to which we are subject is the economic detriment associated with the existence of leasehold improvements which might be impaired if we choose not to continue the use of the leased property.  Leasehold improvements, which are a component of buildings and improvements described above, are amortized over the shorter of their estimated useful lives or the lease term.  We generally do not receive leasehold improvement incentives upon opening a store that is subject to a lease.

We expense rent associated with leased land or buildings while a restaurant is being constructed whether rent is paid or we are subject to a rent holiday.  Additionally, certain of the Company's operating leases contain predetermined fixed escalations of the minimum rent during the lease term.  For leases with fixed escalating payments and/or rent holidays, we record rent expense on a straight-line basis over the lease term, including any option periods considered in the determination of that lease term.  Contingent rentals are generally based on sales levels in excess of stipulated amounts, and thus are not considered minimum lease payments and are included in rent expense when attainment of the contingency is considered probable (e.g. when Company sales occur).

Internal Development Costs and Abandoned Site Costs.  We capitalize direct costs associated with the site acquisition and construction of a Company unit on that site, including direct internal payroll and payroll-related costs.  Only those site-specific costs incurred subsequent to the time that the site acquisition is considered probable are capitalized.  If we subsequently make a determination that a site for which internal development costs have been capitalized will not be acquired or developed, any previously capitalized internal development costs are expensed and included in G&A expenses.

Goodwill and Intangible Assets.  From time to time, the Company acquires restaurants from one of our Concept’s franchisees or acquires another business.  Goodwill from these acquisitions represents the excess of the cost of a business acquired over the net of the amounts assigned to assets acquired, including identifiable intangible assets and liabilities assumed.  Goodwill is not amortized and has been assigned to reporting units for purposes of impairment testing.  Our reporting units are our operating segments in the U.S. (see Note 18), our YRI business units (typically individual countries) and our China Division brands.  We evaluate goodwill for impairment on an annual basis or more often if an event occurs or circumstances change that indicate impairments might exist.  Goodwill impairment tests consist of a comparison of each reporting unit’s fair value with its carrying value.  Fair value is the price a willing buyer would pay for a reporting unit, and is generally estimated using discounted expected future after-tax cash flows from Company operations and franchise royalties.  The discount rate is our estimate of the required rate of return that a third-party buyer would expect to receive when purchasing a business from us that constitutes a reporting unit.  We believe the discount rate is commensurate with the risks and uncertainty inherent in the forecasted cash flows.  If the carrying value of a reporting unit exceeds its fair value, goodwill is written down to its implied fair value.  We have selected the beginning of our fourth quarter as the date on which to perform our ongoing annual impairment test for goodwill.

If we record goodwill upon acquisition of a restaurant(s) from a franchisee and such restaurant(s) is then sold within two years of acquisition, the goodwill associated with the acquired restaurant(s) is written off in its entirety.  If the restaurant is refranchised two years or more subsequent to its acquisition, we include goodwill in the carrying amount of the restaurants disposed of based on the relative fair values of the portion of the reporting unit disposed of in the refranchising and the portion of the reporting unit that will be retained.  The fair value of the portion of the reporting unit disposed of in a refranchising is determined by reference to the discounted value of the future cash flows expected to be generated by the restaurant and retained by the franchisee, which includes a deduction for the anticipated, future royalties the franchisee will pay us associated with the franchise agreement entered into simultaneously with the refranchising transition.  Appropriate adjustments are made if such franchise agreement includes terms that are determined to not be at prevailing market rates.  The fair value of the reporting unit retained is based on the price a willing buyer would pay for the reporting unit and includes the value of franchise agreements.  As such, the fair value of the reporting unit retained can include expected cash flows from future royalties from those restaurants currently being refranchised, future royalties from existing franchise businesses and company restaurant operations.  As a result, the percentage of a reporting unit’s goodwill that will be written off in a refranchising transaction will be less than the percentage of the reporting unit’s company restaurants that are refranchised in that transaction and goodwill can be allocated to a reporting unit with only franchise restaurants.

We evaluate the remaining useful life of an intangible asset that is not being amortized each reporting period to determine whether events and circumstances continue to support an indefinite useful life.  If an intangible asset that is not being amortized is subsequently determined to have a finite useful life, we amortize the intangible asset prospectively over its estimated remaining useful life.  Intangible assets that are deemed to have a definite life are amortized on a straight-line basis to their residual value.

For indefinite-lived intangible assets, our impairment test consists of a comparison of the fair value of an intangible asset with its carrying amount.  Fair value is an estimate of the price a willing buyer would pay for the intangible asset and is generally estimated by discounting the expected future after-tax cash flows associated with the intangible asset.  We also perform our annual test for impairment of our indefinite-lived intangible assets at the beginning of our fourth quarter.

Our definite-lived intangible assets that are not allocated to an individual restaurant are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the intangible asset may not be recoverable.  An intangible asset that is deemed not recoverable on a undiscounted basis is written down to its estimated fair value, which is our estimate of the price a willing buyer would pay for the intangible asset based on discounted expected future after-tax cash flows.  For purposes of our impairment analysis, we update the cash flows that were initially used to value the definite-lived intangible asset to reflect our current estimates and assumptions over the asset’s future remaining life.

Derivative Financial Instruments.  We use derivative instruments primarily to hedge interest rate and foreign currency risks.  These derivative contracts are entered into with financial institutions.  We do not use derivative instruments for trading purposes and we have procedures in place to monitor and control their use.

We record all derivative instruments on our Consolidated Balance Sheet at fair value.  For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative instrument as well as the offsetting gain or loss on the hedged item attributable to the hedged risk are recognized in the results of operations.  For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings.  For derivative instruments that are designated and qualify as a net investment hedge, the effective portion of the gain or loss on the derivative instrument is reported in the foreign currency translation component of other comprehensive income (loss).  Any ineffective portion of the gain or loss on the derivative instrument for a cash flow hedge or net investment hedge is recorded in the results of operations immediately.  For derivative instruments not designated as hedging instruments, the gain or loss is recognized in the results of operations immediately.  See Note 12 for a discussion of our use of derivative instruments, management of credit risk inherent in derivative instruments and fair value information.

Common Stock Share Repurchases.  From time to time, we repurchase shares of our Common Stock under share repurchase programs authorized by our Board of Directors.  Shares repurchased constitute authorized, but unissued shares under the North Carolina laws under which we are incorporated.  Additionally, our Common Stock has no par or stated value.  Accordingly, we record the full value of share repurchases, upon the trade date, against Common Stock on our Consolidated Balance Sheet except when to do so would result in a negative balance in such Common Stock account.  In such instances, on a period basis, we record the cost of any further share repurchases as a reduction in retained earnings.  Due to the large number of share repurchases and the increase in the market value of our stock over the past several years, our Common Stock balance is frequently zero at the end of any period.  Accordingly, $483 million in share repurchases were recorded as a reduction in Retained Earnings in 2011. Our Common Stock balance was such that no share repurchases impacted Retained Earnings in 2010.  There were no shares of our Common Stock repurchased during 2009.  See Note 16 for additional information.

Pension and Post-retirement Medical Benefits.  We measure and recognize the overfunded or underfunded status of our pension and post-retirement plans as an asset or liability in our Consolidated Balance Sheet as of our fiscal year end.  The funded status represents the difference between the projected benefit obligations and the fair value of plan assets.  The projected benefit obligation is the present value of benefits earned to date by plan participants, including the effect of future salary increases, as applicable.  The difference between the projected benefit obligations and the fair value of plan assets that has not previously been recognized in our Consolidated Statement of Income is recorded as a component of Accumulated other comprehensive income (loss).

Earnings Per Common Share ("EPS")
Earnings Per Common Share (EPS)
Earnings Per Common Share (“EPS”)

 
 
2011
 
2010
 
2009
Net Income – YUM! Brands, Inc.
 
$
1,319

 
$
1,158

 
$
1,071

Weighted-average common shares outstanding (for basic calculation)
 
469

 
474

 
471

Effect of dilutive share-based employee compensation
 
12

 
12

 
12

Weighted-average common and dilutive potential common shares outstanding (for diluted calculation)
 
481

 
486

 
483

Basic EPS
 
$
2.81

 
$
2.44

 
$
2.28

Diluted EPS
 
$
2.74

 
$
2.38

 
$
2.22

Unexercised employee stock options and stock appreciation rights (in millions) excluded from the diluted EPS computation(a)
 
4.2

 
2.2

 
13.3


(a)
These unexercised employee stock options and stock appreciation rights were not included in the computation of diluted EPS because to do so would have been antidilutive for the periods presented.
Items Affecting Comparability of Net Income and Cash Flows
Items Affecting Comparability of Net Income and Cash Flows
Items Affecting Comparability of Net Income and Cash Flows

U.S. Business Transformation

As part of our plan to transform our U.S. business we took several measures in 2011, 2010 and 2009 ("the U.S. business transformation measures"). These measures include: continuation of our U.S. refranchising; General and Administrative ("G&A") productivity initiatives and realignment of resources (primarily severance and early retirement costs); and investments in our U.S. Brands made on behalf of our franchisees such as equipment purchases.

For information on our U.S. refranchising, see the Refranchising (Gain) Loss section on pages 63 and 64.

In connection with our G&A productivity initiatives and realignment of resources (primarily severance and early retirement costs), we recorded pre-tax charges of $21 million, $9 million and $16 million in the years ended December 31, 2011, December 25, 2010 and December 26, 2009, respectively.  The unpaid current liability for the severance portion of these charges was $18 million and $1 million as of December 31, 2011 and December 25, 2010, respectively.  Severance payments in the years ended December 31, 2011, December 25, 2010 and December 26, 2009 totaled approximately $4 million, $7 million and $26 million, respectively.

Additionally, the Company recognized a reduction to Franchise and license fees and income of $32 million in the year ended December 26, 2009 related to investments in our U.S. Brands.  These investments reflected our reimbursements to KFC franchisees for installation costs of ovens for the national launch of Kentucky Grilled Chicken.  The reimbursements were recorded as a reduction to Franchise and license fees and income as we would not have provided the reimbursements absent the ongoing franchise relationship.  

As a result of a decline in future profit expectations for our LJS and A&W U.S. businesses due in part to the impact of a reduced emphasis on multi-branding, we recorded a non-cash charge of $26 million, which resulted in no related income tax benefit, in the fourth quarter of 2009 to write-off goodwill associated with our LJS and A&W U.S. businesses we owned at the time.

We are not including the impacts of these U.S. business transformation measures in our U.S. segment for performance reporting purposes as we do not believe they are indicative of our ongoing operations.  Additionally, we are not including the depreciation reduction of $10 million and $9 million for the years ended December 31, 2011 and December 25, 2010, respectively, arising from the impairment of the KFCs offered for sale in the year ended December 25, 2010 within our U.S. segment for performance reporting purposes.  Rather, we are recording such reduction as a credit within unallocated Occupancy and other operating expenses resulting in depreciation expense for the impaired restaurants we continue to own being recorded in the U.S. segment at the rate at which it was prior to the impairment charge being recorded.

LJS and A&W Divestitures

During the fourth quarter of 2011 we sold the Long John Silver's and A&W All American Food Restaurants brands to key franchise leaders and strategic investors in separate transactions.

We recognized $86 million of pre-tax losses and other costs primarily in Closures and impairment (income) expenses during 2011 as a result of these transactions. Additionally, we recognized $104 million of tax benefits related to tax losses associated with the transactions.

We are not including the pre-tax losses and other costs in our U.S. and YRI segments for performance reporting purposes as we do not believe they are indicative of our ongoing operations. In 2011, these businesses contributed 5% and 1% to Franchise and license fees and income for the U.S. and YRI segments, respectively. While these businesses contributed 1% to both the U.S. and YRI segments' Operating Profit in 2011, the impact on our consolidated Operating Profit was not significant.

Consolidation of a Former Unconsolidated Affiliate in Shanghai, China

On May 4, 2009 we acquired an additional 7% ownership in the entity that operates more than 200 KFCs in Shanghai, China for $12 million, increasing our ownership to 58%.  The acquisition was driven by our desire to increase our management control over the entity and further integrate the business with the remainder of our KFC operations in China.  Prior to our acquisition of this additional interest, this entity was accounted for as an unconsolidated affiliate under the equity method of accounting due to the effective participation of our partners in the significant decisions of the entity that were made in the ordinary course of business.  Concurrent with the acquisition we received additional rights in the governance of the entity, and thus we began consolidating the entity upon acquisition.  As required by GAAP, we remeasured our previously held 51% ownership in the entity, which had a recorded value of $17 million at the date of acquisition, at fair value and recognized a gain of $68 million accordingly.  This gain, which resulted in no related income tax expense, was recorded in Other (income) expense on our Consolidated Statement of Income during 2009 and was not allocated to any segment for performance reporting purposes.

Under the equity method of accounting, we previously reported our 51% share of the net income of the unconsolidated affiliate (after interest expense and income taxes) as Other (income) expense in the Consolidated Statements of Income.  We also recorded a franchise fee for the royalty received from the stores owned by the unconsolidated affiliate. From the date of the acquisition, we have reported the results of operations for the entity in the appropriate line items of our Consolidated Statements of Income.  We no longer recorded franchise fee income for these restaurants nor did we report Other (income) expense as we did under the equity method of accounting.  Net income attributable to our partner’s ownership percentage is recorded in Net Income – noncontrolling interests.  For the year ended December 25, 2010, the consolidation of the existing restaurants upon acquisition increased Company sales by $98 million, decreased Franchise and license fees and income by $6 million and increased Operating Profit by $3 million versus the year ended December 26, 2009.  The impact of the acquisition on Net Income – YUM! Brands, Inc. was not significant to the year ended December 25, 2010.

The pro forma impact on our results of operations if the acquisition had been completed as of the beginning of 2009 would not have been significant.

Little Sheep Initial Investment and Pending Acquisition
 
During 2009, our China Division paid approximately $103 million, in several tranches, to purchase 27% of the outstanding common shares of Little Sheep and obtain Board of Directors representation.  We began reporting our investment in Little Sheep using the equity method of accounting, and this investment is included in Investments in unconsolidated affiliates on our Consolidated Balance Sheets.  Equity income recognized from our investment in Little Sheep was not significant in the years ended December 31, 2011, December 25, 2010 or December 26, 2009.

In May 2011, we announced our intent to acquire an additional 66% controlling interest in Little Sheep. As a result, we placed $300 million in escrow and provided a $300 million letter of credit to demonstrate availability of funds to acquire the additional shares in this business. The funds placed in escrow were restricted to the pending acquisition of Little Sheep and are separately presented in our Consolidated Balance Sheet as of December 31, 2011 and in our Consolidated Statement of Cash Flows for the year ended December 31, 2011. See Note 21 for information regarding the completion of this acquisition subsequent to year-end.

YRI Acquisitions

On October 31, 2011, YRI acquired 68 KFC restaurants from an existing franchisee in South Africa for $71 million.

On July 1, 2010, we completed the exercise of our option with our Russian partner to purchase their interest in the co-branded Rostik’s-KFC restaurants across Russia and the Commonwealth of Independent States.  As a result, we acquired company ownership of 50 restaurants and gained full rights and responsibilities as franchisor of 81 restaurants, which our partner previously managed as master franchisee.  We paid cash of $60 million, net of settlement of a long-term note receivable of $11 million, and assumed long-term debt of $10 million which was subsequently repaid.  The remaining balance of the purchase price of $12 million will be paid in cash in July 2012.  

The impact of consolidating these businesses on all line-items within our Consolidated Statement of Income was insignificant to the comparison of our year-over-year results.

Refranchising (Gain) Loss

The Refranchising (gain) loss by reportable segment is presented below. We do not allocate such gains and losses to our segments for performance reporting purposes.

 
 
Refranchising (gain) loss
 
 
 
 
 
 
 
2011
 
2010
 
2009
 
 
 
 
 
China
 
$
(14
)
 
$
(8
)
 
$
(3
)
 
 
 
 
 
YRI (a)(b)(c)
 
69

 
53

 
11

 
 
 
 
 
U.S. (d)
 
17

 
18

 
(34
)
 
 
 
 
 
Worldwide
 
$
72

 
$
63

 
$
(26
)
 
 
 
 
 


(a)
During the year ended December 31, 2011 we decided to refranchise or close all of our remaining Company-operated Pizza Hut restaurants in the UK market. While an asset group comprising approximately 350 dine-in restaurants did not meet the criteria for held-for-sale classification as of December 31, 2011, our- decision to sell was considered an impairment indicator. As such we reviewed this asset group for potential impairment and determined that its carrying value was not recoverable based upon our estimate of expected refranchising proceeds and holding period cash flows anticipated while we continue to operate the restaurants as company units.  Accordingly, we wrote this asset group down to our estimate of its fair value, which is based on the sales price we would expect to receive from a buyer.  This fair value determination considered current market conditions, trends in the Pizza Hut UK business, and prices for similar transactions in the restaurant industry and resulted in a non-cash pre-tax write-down of $74 million which was recorded to Refranchising (gain) loss. This impairment charge decreased depreciation expense versus what would have otherwise been recorded by $3 million in 2011. This depreciation reduction was not allocated to the YRI segment, resulting in depreciation expense in the YRI segment results continuing to be recorded at the rate at which it was prior to the impairment charges being recorded for these restaurants. We will continue to review the asset group for any further necessary impairment until the date it is sold.  The write-down does not include any allocation of the Pizza Hut UK reporting unit goodwill in the asset group carrying value.  This additional non-cash write-down would be recorded, consistent with our historical policy, if the asset group ultimately meets the criteria to be classified as held for sale.  Upon the ultimate sale of the restaurants, depending on the form of the transaction, we could also be required to record a charge for the fair value of any guarantee of future lease payments for any leases we assign to a franchisee and for the cumulative foreign currency translation adjustment associated with Pizza Hut UK. The decision to refranchise or close all remaining Pizza Hut restaurants in the UK was considered to be a goodwill impairment indicator. We determined that the fair value of our Pizza Hut UK reporting unit exceeded its carrying value and as such there was no impairment of the approximately $100 million in goodwill attributable to the reporting unit.

(b)
In the year ended December 25, 2010 we recorded a $52 million loss on the refranchising of our Mexico equity market as we sold all of our Company-owned restaurants, comprised of 222 KFCs and 123 Pizza Huts, to an existing Latin American franchise partner.  The buyer is serving as the master franchisee for Mexico which had 102 KFC and 53 Pizza Hut franchise restaurants at the time of the transaction.  The write-off of goodwill included in this loss was minimal as our Mexico reporting unit included an insignificant amount of goodwill.  This loss did not result in any related income tax benefit.

(c)
During the year ended December 26, 2009 we recognized a non-cash $10 million refranchising loss as a result of our decision to offer to refranchise our KFC Taiwan equity market.  During the year ended December 25, 2010 we refranchised all of our remaining company restaurants in Taiwan, which consisted of 124 KFCs.  We included in our December 25, 2010 financial statements a non-cash write-off of $7 million of goodwill in determining the loss on refranchising of Taiwan.  Neither of these losses resulted in a related income tax benefit. The amount of goodwill write-off was based on the relative fair values of the Taiwan business disposed of and the portion of the business that was retained.  The fair value of the business disposed of was determined by reference to the discounted value of the future cash flows expected to be generated by the restaurants and retained by the franchisee, which include a deduction for the anticipated royalties the franchisee will pay the Company associated with the franchise agreement entered into in connection with this refranchising transaction. The fair value of the Taiwan business retained consists of expected, net cash flows to be derived from royalties from franchisees, including the royalties associated with the franchise agreement entered into in connection with this refranchising transaction.  We believe the terms of the franchise agreement entered into in connection with the Taiwan refranchising are substantially consistent with market.  The remaining carrying value of goodwill related to our Taiwan business of $30 million, after the aforementioned write-off, was determined not to be impaired as the fair value of the Taiwan reporting unit exceeded its carrying amount.

(d)
U.S. refranchising losses in the years ended December 31, 2011 and December 25, 2010 are primarily due to losses on sales of and offers to refranchise KFCs in the U.S.  There were approximately 250 and 600 KFC restaurants offered for refranchising as of December 31, 2011 and December 25, 2010, respectively. While we did not yet believe these KFCs met the criteria to be classified as held for sale, we did, consistent with our historical practice, review the restaurants for impairment as a result of our offer to refranchise.  We recorded impairment charges where we determined that the carrying value of restaurant groups to be sold was not recoverable based upon our estimate of expected refranchising proceeds and holding period cash flows anticipated while we continue to operate the restaurants as company units.  For those restaurant groups deemed impaired, we wrote such restaurant groups down to our estimate of their fair values, which were based on the sales price we would expect to receive from a franchisee for each restaurant group.  This fair value determination considered current market conditions, real-estate values, trends in the KFC U.S. business, prices for similar transactions in the restaurant industry and preliminary offers for the restaurant groups to date.  The non-cash impairment charges that were recorded related to our offers to refranchise these company-operated KFC restaurants in the U.S. decreased depreciation expense versus what would have otherwise been recorded by $10 million and $9 million in the years ended December 31, 2011 and December 25, 2010, respectively. These depreciation reductions were not allocated to the U.S. segment resulting in depreciation expense in the U.S. segment results continuing to be recorded at the rate at which it was prior to the impairment charges being recorded for these restaurants.  We will continue to review the restaurant groups for any further necessary impairment until the date they are sold.  The aforementioned non-cash impairment charges do not include any allocation of the KFC reporting unit goodwill in the restaurant group carrying value.  This additional non-cash write-down would be recorded, consistent with our historical policy, if the restaurant groups, or any subset of the restaurant groups, ultimately meet the criteria to be classified as held for sale.  We will also be required to record a charge for the fair value of our guarantee of future lease payments for leases we assign to the franchisee upon any sale.

Store Closure and Impairment Activity

Store closure (income) costs and Store impairment charges by reportable segment are presented below. These tables exclude $80 million of net losses recorded in 2011 related to the LJS and A&W divestitures and a $26 million goodwill impairment charge recorded in 2009 related to the LJS and A&W businesses we previously owned. Neither of these amounts were allocated to segments for performance reporting purposes:

 
 
2011
 
 
China
 
YRI
 
U.S.
 
Worldwide
Store closure (income) costs(a)
 
$
(1
)
 
$
4

 
$
4

 
$
7

Store impairment charges
 
13

 
18

 
17

 
48

Closure and impairment (income) expenses
 
$
12

 
$
22

 
$
21

 
$
55


 
 
2010
 
 
China
 
YRI
 
U.S.
 
Worldwide
Store closure (income) costs(a)
 
$

 
$
2

 
$
3

 
$
5

Store impairment charges
 
16

 
12

 
14

 
42

Closure and impairment (income) expenses
 
$
16

 
$
14

 
$
17

 
$
47


 
 
2009
 
 
China
 
YRI
 
U.S.
 
Worldwide
Store closure (income) costs(a)
 
$
(4
)
 
$

 
$
13

 
$
9

Store impairment charges (b)
 
13

 
22

 
33

 
68

Closure and impairment (income) expenses
 
$
9

 
$
22

 
$
46

 
$
77



(a)
Store closure (income) costs include the net gain or loss on sales of real estate on which we formerly operated a Company restaurant that was closed, lease reserves established when we cease using a property under an operating lease and subsequent adjustments to those reserves and other facility-related expenses from previously closed stores.

(b)
The 2009 store impairment charges for YRI include $12 million of goodwill impairment for our Pizza Hut South Korea market.  

The following table summarizes the 2011 and 2010 activity related to reserves for remaining lease obligations for closed stores.

 
 
Beginning Balance
 
Amounts Used
 
New Decisions
 
Estimate/Decision Changes
 
CTA/
Other
 
Ending Balance
2011 Activity
 
$
28

 
(12
)
 
17

 
2

 
(1
)
 
$
34

2010 Activity
 
$
27

 
(12
)
 
8

 

 
5

 
$
28

Supplemental Cash Flow Data
Supplemental Cash Flow Data
Supplemental Cash Flow Data
 
 
 
2011
 
2010
 
2009
Cash Paid For:
 
 
 
 
 
 
Interest
 
$
199

 
$
190

 
$
209

Income taxes
 
349

 
357

 
308

Significant Non-Cash Investing and Financing Activities:
 
 
 
 
 
 
Capital lease obligations incurred
 
$
58

 
$
16

 
$
7

Increase (decrease) in accrued capital expenditures
 
55

 
51

 
(17
)
Franchise and License Fees and Income
Franchise and license fees and income
Franchise and License Fees and Income

 
 
2011
 
2010
 
2009
Initial fees, including renewal fees
 
$
68

 
$
54

 
$
57

Initial franchise fees included in Refranchising (gain) loss
 
(21
)
 
(15
)
 
(17
)
 
 
47

 
39

 
40

Continuing fees and rental income
 
1,686

 
1,521

 
1,383

 
 
$
1,733

 
$
1,560

 
$
1,423

Other (Income) Expense
Other (Income) Expense
Other (Income) Expense

 
 
2011
 
2010
 
2009
Equity income from investments in unconsolidated affiliates
 
$
(47
)
 
$
(42
)
 
$
(36
)
Gain upon consolidation of a former unconsolidated affiliate in China(a)
 

 

 
(68
)
Foreign exchange net (gain) loss and other
 
(6
)
 
(1
)
 

Other (income) expense
 
$
(53
)
 
$
(43
)
 
$
(104
)

(a)
See Note 4 for further discussion of the consolidation of a former unconsolidated affiliate in Shanghai, China.

Supplemental Balance Sheet Information
Supplemental Balance Sheet Information
Supplemental Balance Sheet Information

Prepaid Expenses and Other Current Assets
 
2011
 
2010
Income tax receivable
 
$
150

 
$
115

Assets held for sale
 
24

 
23

Other prepaid expenses and current assets
 
164

 
131

 
 
$
338

 
$
269



Property, Plant and Equipment
 
2011
 
2010
Land
 
$
527

 
$
542

Buildings and improvements
 
3,856

 
3,709

Capital leases, primarily buildings
 
316

 
274

Machinery and equipment
 
2,568

 
2,578

Property, Plant and equipment, gross
 
7,267

 
7,103

Accumulated depreciation and amortization
 
(3,225
)
 
(3,273
)
Property, Plant and equipment, net
 
$
4,042

 
$
3,830



Depreciation and amortization expense related to property, plant and equipment was $599 million, $565 million and $553 million in 2011, 2010 and 2009, respectively.

Accounts Payable and Other Current Liabilities
 
2011
 
2010
Accounts payable
 
$
712

 
$
540

Accrued capital expenditures
 
229

 
174

Accrued compensation and benefits
 
440

 
357

Dividends payable
 
131

 
118

Accrued taxes, other than income taxes
 
112

 
95

Other current liabilities
 
250

 
318

 
 
$
1,874

 
$
1,602

Goodwill and Intangible Assets
Goodwill and Intangible Assets
Goodwill and Intangible Assets

The changes in the carrying amount of goodwill are as follows:

 
 
China
 
YRI
 
U.S.
 
Worldwide
Balance as of December 26, 2009
 
 
 
 
 
 
 
 
Goodwill, gross
 
$
82

 
$
249

 
$
352

 
$
683

Accumulated impairment losses
 

 
(17
)
 
(26
)
 
(43
)
Goodwill, net
 
82

 
232

 
326

 
640

Acquisitions (a)
 

 
37

 

 
37

Disposals and other, net(b)
 
3

 
(17
)
 
(4
)
 
(18
)
Balance as of December 25, 2010
 
 
 
 
 
 
 
 
Goodwill, gross
 
85

 
269

 
348

 
702

Accumulated impairment losses
 

 
(17
)
 
(26
)
 
(43
)
Goodwill, net
 
85

 
252

 
322

 
659

Acquisitions(c)
 

 
32

 

 
32

Disposals and other, net(b)
 
3

 
(2
)
 
(11
)
 
(10
)
Balance as of December 31, 2011(d)
 
 
 
 
 
 
 
 
Goodwill, gross
 
88

 
299

 
311

 
698

Accumulated impairment losses
 

 
(17
)
 

 
(17
)
Goodwill, net
 
$
88

 
$
282

 
$
311

 
$
681


(a)
We recorded goodwill in our YRI segment related to the July 1, 2010 exercise of our option with our Russian partner to purchase their interest in the co-branded Rostik’s-KFC restaurants across Russia and the Commonwealth of Independent States.  See Note 4.

(b)
Disposals and other, net includes the impact of foreign currency translation on existing balances and goodwill write-offs associated with refranchising.

(c)
We recorded goodwill in our YRI segment related to the acquisition of 68 stores in South Africa. See Note 4.

(d)
As a result of the LJS and A&W divestitures in 2011, we disposed of $26 million of goodwill that was fully impaired in 2009.

Intangible assets, net for the years ended 2011 and 2010 are as follows:

 
 
 
2011
 
2010
 
 
Gross Carrying Amount
 
Accumulated Amortization
 
Gross Carrying Amount
 
Accumulated Amortization
Definite-lived intangible assets
 
 
 
 
 
 
 
 
Franchise contract rights
 
$
130

 
$
(77
)
 
$
163

 
$
(83
)
Trademarks/brands
 
28

 
(12
)
 
234

 
(57
)
Lease tenancy rights
 
58

 
(12
)
 
56

 
(12
)
Favorable operating leases
 
29

 
(13
)
 
27

 
(10
)
Reacquired franchise rights
 
167

 
(33
)
 
143

 
(20
)
Other
 
5

 
(2
)
 
5

 
(2
)
 
 
$
417

 
$
(149
)
 
$
628

 
$
(184
)
 
 
 
 
 
 
 
 
 
Indefinite-lived intangible assets
 
 
 
 
 
 
 
 
Trademarks/brands
 
$
31

 
 
 
$
31

 
 



Amortization expense for all definite-lived intangible assets was $31 million in 2011, $29 million in 2010 and $25 million in 2009.  Amortization expense for definite-lived intangible assets will approximate $21 million annually in 2012, $19 million in 2013, $17 million in 2014 and $16 million in 2015 and 2016. The LJS and A&W divestitures impacted Trademarks/brands by $164 million (net of accumulation amortization of $48 million) and decreased future amortization expense by approximately $8 million annually.

Short-term Borrowings and Long-term Debt
Short-term Borrowings and Long-term Debt
Short-term Borrowings and Long-term Debt

 
 
2011
 
2010
Short-term Borrowings
 
 
 
 
Current maturities of long-term debt
 
$
315

 
$
668

Current portion of fair value hedge accounting adjustment (See Note 12)
 
5

 
5

Unsecured International Revolving Credit Facility, expires November 2012
 

 

Unsecured Revolving Credit Facility, expires November 2012
 

 

 
 
$
320

 
$
673

 
 
 
 
 
Long-term Debt
 
 
 
 
Senior Unsecured Notes
 
$
3,012

 
$
3,257

Capital lease obligations (See Note 11)
 
279

 
236

Other
 

 
64

 
 
3,291

 
3,557

Less current maturities of long-term debt
 
(315
)
 
(668
)
Long-term debt excluding long-term portion of hedge accounting adjustment
 
2,976

 
2,889

Long-term portion of fair value hedge accounting adjustment (See Note 12)
 
21

 
26

Long-term debt including hedge accounting adjustment
 
$
2,997

 
$
2,915




Our primary bank credit agreement comprises a $1.15 billion syndicated senior unsecured revolving credit facility (the “Credit Facility”) which matures in November 2012 and includes 24 participating banks with commitments ranging from $20 million to $93 million.  Under the terms of the Credit Facility, we may borrow up to the maximum borrowing limit, less outstanding letters of credit or banker’s acceptances, where applicable.  At December 31, 2011, our unused Credit Facility totaled $727 million net of outstanding letters of credit of $423 million.  There were no borrowings outstanding under the Credit Facility at December 31, 2011.  The interest rate for borrowings under the Credit Facility ranges from 0.25% to 1.25% over the London Interbank Offered Rate (“LIBOR”) or is determined by an Alternate Base Rate, which is the greater of the Prime Rate or the Federal Funds Rate plus 0.50%.  The exact spread over LIBOR or the Alternate Base Rate, as applicable, depends on our performance under specified financial criteria.  Interest on any outstanding borrowings under the Credit Facility is payable at least quarterly.

We also have a $350 million, syndicated revolving International credit facility (the “ICF”) which matures in November 2012 and includes 6 banks with commitments ranging from $35 million to $90 million.  There was available credit of $350 million and no borrowings outstanding under the ICF at the end of 2011.  The interest rate for borrowings under the ICF ranges from 0.31% to 1.50% over LIBOR or is determined by a Canadian Alternate Base Rate, which is the greater of the Citibank, N.A., Canadian Branch’s publicly announced reference rate or the “Canadian Dollar Offered Rate” plus 0.50%.  The exact spread over LIBOR or the Canadian Alternate Base Rate, as applicable, depends on our performance under specified financial criteria. Interest on any outstanding borrowings under the ICF is payable at least quarterly.

The Credit Facility and the ICF are unconditionally guaranteed by our principal domestic subsidiaries.  Additionally, the ICF is unconditionally guaranteed by YUM.  These agreements contain financial covenants relating to maintenance of leverage and fixed charge coverage ratios and also contain affirmative and negative covenants including, among other things, limitations on certain additional indebtedness and liens, and certain other transactions specified in the agreement.  Given the Company’s balance sheet and cash flows, we were able to comply with all debt covenant requirements at December 31, 2011 with a considerable amount of cushion.

We are in the process of renewing the Credit Facility and ICF.

The majority of our remaining long-term debt primarily comprises Senior Unsecured Notes with varying maturity dates from 2012 through 2037 and stated interest rates ranging from 2.38% to 7.70%.  The Senior Unsecured Notes represent senior, unsecured obligations and rank equally in right of payment with all of our existing and future unsecured unsubordinated indebtedness.

In the fourth quarter of 2011, we issued Chinese Yuan Renminbi 350 million ($56 million) aggregate principal amount 2.38% Senior Unsecured Notes that are due September 29, 2014. During the third quarter of 2011, we issued $350 million aggregate principal amount of 3.75% 10 year Senior Unsecured Notes.  During the second quarter of 2011 we repaid $650 million of Senior Unsecured Notes upon their maturity primarily with existing cash on hand.

The following table summarizes all Senior Unsecured Notes issued that remain outstanding at December 31, 2011:

 
 
 
 
 
 
Interest Rate
Issuance Date(a)
 
Maturity Date
 
Principal Amount (in millions)
 
Stated
 
Effective(b)
June 2002
 
July 2012
 
$
263

 
7.70%
 
8.06%
April 2006
 
April 2016
 
$
300

 
6.25%
 
6.03%
October 2007
 
March 2018
 
$
600

 
6.25%
 
6.38%
October 2007
 
November 2037
 
$
600

 
6.88%
 
7.29%
August 2009
 
September 2015
 
$
250

 
4.25%
 
4.44%
August 2009
 
September 2019
 
$
250

 
5.30%
 
5.59%
August 2010
 
November 2020
 
$
350

 
3.88%
 
4.01%
August 2011
 
November 2021
 
$
350

 
3.75%
 
3.88%
September 2011
 
September 2014
 
$
56

 
2.38%
 
2.92%

(a)
Interest payments commenced six months after issuance date and are payable semi-annually thereafter.

(b)
Includes the effects of the amortization of any (1) premium or discount; (2) debt issuance costs; and (3) gain or loss upon settlement of related treasury locks and forward-starting interest rate swaps utilized to hedge the interest rate risk prior to the debt issuance.  Excludes the effect of any swaps that remain outstanding as described in Note 12.

Both the Credit Facility and the ICF contain cross-default provisions whereby our failure to make any payment on any of our indebtedness in a principal amount in excess of $100 million, or the acceleration of the maturity of any such indebtedness, will constitute a default under such agreement. Our Senior Unsecured Notes provide that the acceleration of the maturity of any of our indebtedness in a principal amount in excess of $50 million will constitute a default under the Senior Unsecured Notes if such acceleration is not annulled, or such indebtedness is not discharged, within 30 days after notice.

The annual maturities of short-term borrowings and long-term debt as of December 31, 2011, excluding capital lease obligations of $279 million and fair value hedge accounting adjustments of $26 million, are as follows:
 
Year ended:
 
2012
$
263

2013

2014
56

2015
250

2016
300

Thereafter
2,150

Total
$
3,019



Interest expense on short-term borrowings and long-term debt was $184 million, $195 million and $212 million in 2011, 2010 and 2009, respectively.

Leases
Leases
Leases

At December 31, 2011 we operated more than 7,400 restaurants, leasing the underlying land and/or building in nearly 6,200 of those restaurants with the vast majority of our commitments expiring within 20 years from the inception of the lease.  Our longest lease expires in 2151.  We also lease office space for headquarters and support functions, as well as certain office and restaurant equipment.  We do not consider any of these individual leases material to our operations.  Most leases require us to pay related executory costs, which include property taxes, maintenance and insurance.

Future minimum commitments and amounts to be received as lessor or sublessor under non-cancelable leases are set forth below:
 
 
Commitments
 
Lease Receivables
 
 
 
Capital
 
 
Operating
 
Direct
 Financing
 
 
Operating
2012
 
$
65

 
$
612

 
$
3

 
$
49

2013
 
27

 
578

 
2

 
42

2014
 
26

 
538

 
2

 
39

2015
 
26

 
494

 
2

 
35

2016
 
26

 
462

 
2

 
31

Thereafter
 
267

 
2,653

 
14

 
139

 
 
$
437

 
$
5,337

 
$
25

 
$
335



At December 31, 2011 and December 25, 2010, the present value of minimum payments under capital leases was $279 million and $236 million, respectively.  At December 31, 2011, unearned income associated with direct financing lease receivables was $14 million.

The details of rental expense and income are set forth below:
 
 
2011
 
2010
 
2009
Rental expense
 
 
 
 
 
 
Minimum
 
$
625

 
$
565

 
$
541

Contingent
 
233

 
158

 
123

 
 
$
858

 
$
723

 
$
664

Rental income
 
$
66

 
$
44

 
$
38



Derivative Instruments
Derivative Instruments
Derivative Instruments

The Company is exposed to certain market risks relating to its ongoing business operations.  The primary market risks managed by using derivative instruments are interest rate risk and cash flow volatility arising from foreign currency fluctuations.

We enter into interest rate swaps with the objective of reducing our exposure to interest rate risk and lowering interest expense for a portion of our fixed-rate debt.  At December 31, 2011, our interest rate swaps outstanding had notional amounts of $550 million and have been designated as fair value hedges of a portion of our debt.  The Company's interest rate swaps meet the shortcut method requirements and no ineffectiveness has been recorded.

We enter into foreign currency forward contracts with the objective of reducing our exposure to cash flow volatility arising from foreign currency fluctuations associated with certain foreign currency denominated intercompany short-term receivables and payables.  The notional amount, maturity date, and currency of these contracts match those of the underlying receivables or payables.  For those foreign currency exchange forward contracts that we have designated as cash flow hedges, we measure ineffectiveness by comparing the cumulative change in the fair value of the forward contract with the cumulative change in the fair value of the hedged item.  At December 31, 2011, foreign currency forward contracts outstanding had a total notional amount of $459 million.

The fair values of derivatives designated as hedging instruments for the years ended December 31, 2011 and December 25, 2010 were:
 
 
Fair Value
 
Consolidated Balance Sheet Location
 
 
2011
 
2010
 
 
Interest Rate Swaps - Asset
 
$
10

 
$
8

 
Prepaid expenses and other current assets
Interest Rate Swaps - Asset
 
22

 
33

 
Other assets
Foreign Currency Forwards - Asset
 
3

 
7

 
Prepaid expenses and other current assets
Foreign Currency Forwards - Liability
 
(1
)
 
(3
)
 
Accounts payable and other current liabilities
Total
 
$
34

 
$
45

 
 


The unrealized gains associated with our interest rate swaps that hedge the interest rate risk for a portion of our debt have been reported as an addition of $5 million and $21 million to Short-term borrowings and Long-term debt, respectively at December 31, 2011 and as an addition of $5 million and $26 million to Short-term borrowings and Long-term debt, respectively at December 25, 2010.  During the years ended December 31, 2011 and December 25, 2010, Interest expense, net was reduced by $24 million and $33 million, respectively for recognized gains on these interest rate swaps.

For our foreign currency forward contracts the following effective portions of gains and losses were recognized into Other Comprehensive Income (“OCI”) and reclassified into income from OCI in the years ended December 31, 2011 and December 25, 2010.
 
 
2011
 
2010
Gains (losses) recognized into OCI, net of tax
 
$
2

 
$
32

Gains (losses) reclassified from Accumulated OCI into income, net of tax
 
$
1

 
$
33



The gains/losses reclassified from Accumulated OCI into income were recognized as Other income (expense) in our Consolidated Statement of Income, largely offsetting foreign currency transaction losses/gains recorded when the related intercompany receivables and payables were adjusted for foreign currency fluctuations.  Changes in fair values of the foreign currency forwards recognized directly in our results of operations either from ineffectiveness or exclusion from effectiveness testing were insignificant in the years ended December 31, 2011 and December 25, 2010.

Additionally, we had a net deferred loss of $12 million and $13 million, net of tax, as of December 31, 2011 and December 25, 2010, respectively within Accumulated OCI due to treasury locks and forward-starting interest rate swaps that have been cash settled, as well as outstanding foreign currency forward contracts.  The majority of this loss arose from the settlement of forward starting interest rate swaps entered into prior to the issuance of our Senior Unsecured Notes due in 2037, and is being reclassified into earnings through 2037 to interest expense.  In each of 2011, 2010 and 2009 an insignificant amount was reclassified from Accumulated OCI to Interest expense, net as a result of these previously settled cash flow hedges.

As a result of the use of derivative instruments, the Company is exposed to risk that the counterparties will fail to meet their contractual obligations.  To mitigate the counterparty credit risk, we only enter into contracts with carefully selected major financial institutions based upon their credit ratings and other factors, and continually assess the creditworthiness of counterparties.  At December 31, 2011 and December 25, 2010, all of the counterparties to our interest rate swaps and foreign currency forwards had investment grade ratings according to the three major ratings agencies.  To date, all counterparties have performed in accordance with their contractual obligations.

Fair Value Disclosures
Fair Value Disclosures
Fair Value Disclosures

The following table presents fair values for those assets and liabilities measured at fair value on a recurring basis and the level within the fair value hierarchy in which the measurements fall.  No transfers among the levels within the fair value hierarchy occurred during the years ended December 31, 2011 or December 25, 2010.

 
 
Fair Value
 
 
Level
 
2011
 
2010
Foreign Currency Forwards, net
 
2

 
$
2

 
$
4

Interest Rate Swaps, net
 
2

 
32

 
41

Other Investments
 
1

 
15

 
14

Total
 
 
 
$
49

 
$
59



The fair value of the Company’s foreign currency forwards and interest rate swaps were determined based on the present value of expected future cash flows considering the risks involved, including nonperformance risk, and using discount rates appropriate for the duration based upon observable inputs.  The other investments include investments in mutual funds, which are used to offset fluctuations in deferred compensation liabilities that employees have chosen to invest in phantom shares of a Stock Index Fund or Bond Index Fund.  The other investments are classified as trading securities and their fair value is determined based on the closing market prices of the respective mutual funds as of December 31, 2011 and December 25, 2010.

The following tables present the fair values for those assets and liabilities measured at fair value during 2011 or 2010 on a non-recurring basis, and that remain on our Consolidated Balance Sheet as of December 31, 2011 or December 25, 2010. Total losses include losses recognized from all non-recurring fair value measurements during the years ended December 31, 2011 and December 25, 2010 for assets and liabilities that remain on our Consolidated Balance Sheet as of December 31, 2011 or December 25, 2010:

 
 
 
 
Fair Value Measurements Using
 
Total Losses
 
 
As of
December 31, 2011
 
Level 1
 
Level 2
 
Level 3
 
2011
Long-lived assets held for use
 
$
50

 

 

 
50

 
128

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair Value Measurements Using
 
Total Losses
 
 
As of
December 25, 2010
 
Level 1
 
Level 2
 
Level 3
 
2010
Long-lived assets held for use
 
$
184

 

 

 
184

 
110

 
 
 
 
 
 
 
 
 
 
 


Long-lived assets held for use presented in the tables above include restaurants or groups of restaurants that were impaired either as a result of our semi-annual impairment review or when it was more likely than not a restaurant or restaurant group would be refranchised. Of the $128 million in impairment charges shown in the table above for the year ended December 31, 2011, $95 million was included in Refranchising (gain) loss and $33 million was included in Closures and impairment (income) expenses in the Consolidated Statements of Income.

Of the $110 million impairment charges shown in the table above for the year ended December 25, 2010, $80 million was included in Refranchising (gain) loss and $30 million was included in Closures and impairment (income) expenses in the Consolidated Statements of Income.

At December 31, 2011 the carrying values of cash and cash equivalents, accounts receivable and accounts payable approximated their fair values because of the short-term nature of these instruments.  The fair value of notes receivable net of allowances and lease guarantees less subsequent amortization approximates their carrying value.  The Company’s debt obligations, excluding capital leases, were estimated to have a fair value of $3.5 billion, compared to their carrying value of $3.0 billion.  We estimated the fair value of debt using market quotes and calculations based on market rates.

Pension, Retiree Medical and Retiree Savings Plans
Pension and Post-retirement Medical Benefits
Pension, Retiree Medical and Retiree Savings Plans

Pension Benefits

We sponsor noncontributory defined benefit pension plans covering certain full-time salaried and hourly U.S. employees.  The most significant of these plans, the YUM Retirement Plan (the “Plan”), is funded while benefits from the other U.S. plans are paid by the Company as incurred.  During 2001, the plans covering our U.S. salaried employees were amended such that any salaried employee hired or rehired by YUM after September 30, 2001 is not eligible to participate in those plans.  Benefits are based on years of service and earnings or stated amounts for each year of service.  We also sponsor various defined benefit pension plans covering certain of our non-U.S. employees, the most significant of which are in the UK.  Our plans in the UK have previously been amended such that new employees are not eligible to participate in these plans. Additionally, in 2011 one of our UK plans was frozen such that existing participants can no longer earn future service credits. This resulted in a curtailment gain of $10 million which was credited to Accumulated other comprehensive income (loss).

Obligation and Funded Status at Measurement Date:

The following chart summarizes the balance sheet impact, as well as benefit obligations, assets, and funded status associated with our U.S. pension plans and significant International pension plans.  The actuarial valuations for all plans reflect measurement dates coinciding with our fiscal year ends.

 
 
U.S. Pension Plans
 
International Pension Plans
 
 
2011
 
2010
 
2011
 
2010
Change in benefit obligation
 
 
 
 
 
 
 
 
Benefit obligation at beginning of year
 
$
1,108

 
$
1,010

 
$
187

 
$
176

Service cost
 
24

 
25

 
5

 
6

Interest cost
 
64

 
62

 
10

 
9

Participant contributions
 

 

 
1

 
2

 
 
 
 
 
 
 
 
 
Curtailment gain
 
(7
)
 
(2
)
 
(10
)
 

Settlement loss
 

 
1

 

 

Special termination benefits
 
5

 
1

 

 

Exchange rate changes
 

 

 
1

 
(9
)
Benefits paid
 
(40
)
 
(57
)
 
(2
)
 
(4
)
Settlement payments
 

 
(9
)
 

 

Actuarial (gain) loss
 
227

 
77

 
(5
)
 
7

Benefit obligation at end of year
 
$
1,381

 
$
1,108

 
$
187

 
$
187

Change in plan assets
 
 
 
 
 
 
 
 
Fair value of plan assets at beginning of year
 
$
907

 
$
835

 
$
164

 
$
141

Actual return on plan assets
 
83

 
108

 
10

 
14

Employer contributions
 
53

 
35

 
10

 
17

Participant contributions
 

 

 
1

 
2

Settlement payments
 

 
(9
)
 

 

Benefits paid
 
(40
)
 
(57
)
 
(2
)
 
(4
)
Exchange rate changes
 

 

 

 
(6
)
Administrative expenses
 
(5
)
 
(5
)
 

 

Fair value of plan assets at end of year
 
$
998

 
$
907

 
$
183

 
$
164

 
Funded status at end of year
 
$
(383
)
 
$
(201
)
 
$
(4
)
 
$
(23
)

Amounts recognized in the Consolidated Balance Sheet:
 
 
U.S. Pension Plans
 
International Pension Plans
 
 
2011
 
2010
 
2011
 
2010
Accrued benefit asset - non-current
 
$

 
$

 
$
8

 
$

Accrued benefit liability – current
 
(14
)
 
(10
)
 

 

Accrued benefit liability – non-current
 
(369
)
 
(191
)
 
(12
)
 
(23
)
 
 
$
(383
)
 
$
(201
)
 
$
(4
)
 
$
(23
)


Amounts recognized as a loss in Accumulated Other Comprehensive Income:
 
 
U.S. Pension Plans
 
International Pension Plans
 
 
2011
 
2010
 
2011
 
2010
Actuarial net loss
 
$
540

 
$
359

 
$
30

 
$
46

Prior service cost
 
3

 
4

 

 

 
 
$
543

 
$
363

 
$
30

 
$
46



The accumulated benefit obligation for the U.S. and International pension plans was $1,496 million and $1,212 million at December 31, 2011 and December 25, 2010, respectively.

Information for pension plans with an accumulated benefit obligation in excess of plan assets:
 
 
U.S. Pension Plans
 
International Pension Plans
 
 
2011
 
2010
 
2011
 
2010
Projected benefit obligation
 
$
1,381

 
$
1,108

 
$

 
$

Accumulated benefit obligation
 
1,327

 
1,057

 

 

Fair value of plan assets
 
998

 
907

 

 



Information for pension plans with a projected benefit obligation in excess of plan assets:
 
 
U.S. Pension Plans
 
International Pension Plans
 
 
2011
 
2010
 
2011
 
2010
Projected benefit obligation
 
$
1,381

 
$
1,108

 
$
99

 
$
187

Accumulated benefit obligation
 
1,327

 
1,057

 
87

 
155

Fair value of plan assets
 
998

 
907

 
87

 
164



Our funding policy with respect to the U.S. Plan is to contribute amounts necessary to satisfy minimum pension funding requirements, including requirements of the Pension Protection Act of 2006, plus such additional amounts from time to time as are determined to be appropriate to improve the U.S. Plan’s funded status.  We currently estimate that we will be required to contribute approximately $30 million to the U.S. Plan in 2012.

The funding rules for our pension plans outside of the U.S. vary from country to country and depend on many factors including discount rates, performance of plan assets, local laws and regulations.  We do not believe we will be required to make significant contributions to any pension plan outside of the U.S. in 2012.

We do not anticipate any plan assets being returned to the Company during 2012 for any plans.

Components of net periodic benefit cost:
 
 
U.S. Pension Plans
 
International Pension Plans
Net periodic benefit cost
 
2011
 
2010
 
2009
 
2011
 
2010
 
2009
Service cost
 
$
24

 
$
25

 
$
26

 
$
5

 
$
6

 
$
5

Interest cost
 
64

 
62

 
58

 
10

 
9

 
7

Amortization of prior service cost(a)
 
1

 
1

 
1

 

 

 

Expected return on plan assets
 
(71
)
 
(70
)
 
(59
)
 
(12
)
 
(9
)
 
(7
)
Amortization of net loss
 
31

 
23

 
13

 
2

 
2

 
2

Net periodic benefit cost
 
$
49

 
$
41

 
$
39

 
$
5

 
$
8

 
$
7

Additional loss recognized due to:
Settlement(b)
 
$

 
$
3

 
$
2

 
$

 
$

 
$

Special termination benefits(c)
 
$
5

 
$
1

 
$
4

 
$

 
$

 
$


(a)
Prior service costs are amortized on a straight-line basis over the average remaining service period of employees expected to receive benefits.

(b)
Settlement loss results from benefit payments from a non-funded plan exceeding the sum of the service cost and interest cost for that plan during the year.

(c)
Special termination benefits primarily related to the U.S. business transformation measures taken in 2011, 2010 and 2009.

Pension losses in accumulated other comprehensive income (loss):
 
 
U.S. Pension Plans
 
International Pension Plans
 
 
2011
 
2010
 
2011
 
2010
Beginning of year
 
$
363

 
$
346

 
$
46

 
$
48

Net actuarial (gain) loss
 
219

 
43

 
(5
)
 
2

Curtailment gain
 
(7
)
 
(2
)
 
(10
)
 

Amortization of net loss
 
(31
)
 
(23
)
 
(2
)
 
(2
)
Amortization of prior service cost
 
(1
)
 
(1
)
 

 

Exchange rate changes
 

 

 
1

 
(2
)
End of year
 
$
543

 
$
363

 
$
30

 
$
46



The estimated net loss for the U.S. and International pension plans that will be amortized from accumulated other comprehensive loss into net periodic pension cost in 2012 is $63 million and $1 million, respectively.  The estimated prior service cost for the U.S. pension plans that will be amortized from accumulated other comprehensive loss into net periodic pension cost in 2012 is $1 million.

Weighted-average assumptions used to determine benefit obligations at the measurement dates:
 
 
U.S. Pension Plans
 
International Pension Plans
 
 
2011
 
2010
 
2011
 
2010
Discount rate
 
4.90
%
 
5.90
%
 
4.75
%
 
5.40
%
Rate of compensation increase
 
3.75
%
 
3.75
%
 
3.85
%
 
4.42
%

Weighted-average assumptions used to determine the net periodic benefit cost for fiscal years:
 
 
U.S. Pension Plans
 
International Pension Plans
 
 
2011
 
2010
 
2009
 
2011
 
2010
 
2009
Discount rate
 
5.90
%
 
6.30
%
 
6.50
%
 
5.40
%
 
5.50
%
 
5.51
%
Long-term rate of return on plan assets
 
7.75
%
 
7.75
%
 
8.00
%
 
6.64
%
 
6.66
%
 
7.20
%
Rate of compensation increase
 
3.75
%
 
3.75
%
 
3.75
%
 
4.41
%
 
4.42
%
 
4.12
%


Our estimated long-term rate of return on plan assets represents the weighted-average of expected future returns on the asset categories included in our target investment allocation based primarily on the historical returns for each asset category, adjusted for an assessment of current market conditions.

Plan Assets

The fair values of our pension plan assets at December 31, 2011 by asset category and level within the fair value hierarchy are as follows:

 
 
U.S. Pension
Plans
 
International
Pension Plans
Level 1:
 
 
 
 
Cash(a)
 
$
1

 
$

Level 2:
 
 
 
 
Cash Equivalents(a)
 
62

 

Equity Securities – U.S. Large cap(b)
 
324

 

Equity Securities – U.S. Mid cap(b)
 
54

 

Equity Securities – U.S. Small cap(b)
 
54

 

Equity Securities – Non-U.S.(b)
 
88

 
109

Fixed Income Securities – U.S. Corporate(b)
 
263

 

Fixed Income Securities – Non-U.S. Corporate(b)
 

 
23

Fixed Income Securities – U.S. Government and Government Agencies(c)
 
164

 

Fixed Income Securities – Other(b)(c)
 
39

 
11

Other Investments(b)
 

 
40

Total fair value of plan assets(d)
 
$
1,049

 
$
183


(a)
Short-term investments in money market funds

(b)
Securities held in common trusts

(c)
Investments held by the Plan are directly held

(d)
Excludes net payable of $51 million in the U.S. for purchases of assets included in the above that were settled after year end

Our primary objectives regarding the investment strategy for the Plan’s assets, which make up 85% of total pension plan assets at the 2011 measurement date, are to reduce interest rate and market risk and to provide adequate liquidity to meet immediate and future payment requirements.  To achieve these objectives, we are using a combination of active and passive investment strategies.  Our equity securities, currently targeted at 55% of our investment mix, consist primarily of low-cost index funds focused on achieving long-term capital appreciation.  We diversify our equity risk by investing in several different U.S. and foreign market index funds.  Investing in these index funds provides us with the adequate liquidity required to fund benefit payments and plan expenses.  The fixed income asset allocation, currently targeted at 45% of our mix, is actively managed and consists of long-duration fixed income securities that help to reduce exposure to interest rate variation and to better correlate asset maturities with obligations.

A mutual fund held as an investment by the Plan includes shares of YUM common stock valued at $0.7 million at December 31, 2011 and $0.6 million at December 25, 2010 (less than 1% of total plan assets in each instance).

Benefit Payments

The benefits expected to be paid in each of the next five years and in the aggregate for the five years thereafter are set forth below:

Year ended:
 
U.S.
Pension Plans
 
International
Pension Plans
2012
 
$
68

 
$
1

2013
 
50

 
1

2014
 
47

 
1

2015
 
50

 
1

2016
 
51

 
1

2017 - 2021
 
309

 
8


Expected benefits are estimated based on the same assumptions used to measure our benefit obligation on the measurement date and include benefits attributable to estimated future employee service.

Retiree Medical Benefits

Our post-retirement plan provides health care benefits, principally to U.S. salaried retirees and their dependents, and includes retiree cost-sharing provisions.  During 2001, the plan was amended such that any salaried employee hired or rehired by YUM after September 30, 2001 is not eligible to participate in this plan.  Employees hired prior to September 30, 2001 are eligible for benefits if they meet age and service requirements and qualify for retirement benefits.  We fund our post-retirement plan as benefits are paid.

At the end of 2011 and 2010, the accumulated post-retirement benefit obligation was $86 million and $78 million, respectively.  The actuarial loss recognized in Accumulated other comprehensive loss was $12 million at the end of 2011 and $6 million at the end of 2010.  The net periodic benefit cost recorded in 2011, 2010 and 2009 was $6 million, $6 million and $7 million, respectively, the majority of which is interest cost on the accumulated post-retirement benefit obligation.  2011, 2010 and 2009 costs each included less than $1 million of special termination benefits primarily related to the U.S. business transformation measures described in Note 4.  The weighted-average assumptions used to determine benefit obligations and net periodic benefit cost for the post-retirement medical plan are identical to those as shown for the U.S. pension plans.  Our assumed heath care cost trend rates for the following year as of 2011 and 2010 are 7.5% and 7.7%, respectively, with expected ultimate trend rates of 4.5% reached in 2028.

There is a cap on our medical liability for certain retirees.  The cap for Medicare-eligible retirees was reached in 2000 and the cap for non-Medicare eligible retirees is expected to be reached in 2014; once the cap is reached, our annual cost per retiree will not increase.  A one-percentage-point increase or decrease in assumed health care cost trend rates would have less than a $1 million impact on total service and interest cost and on the post-retirement benefit obligation.  The benefits expected to be paid in each of the next five years are approximately $7 million and in aggregate for the five years thereafter are $29 million.

Retiree Savings Plan

We sponsor a contributory plan to provide retirement benefits under the provisions of Section 401(k) of the Internal Revenue Code (the “401(k) Plan”) for eligible U.S. salaried and hourly employees.  Participants are able to elect to contribute up to 75% of eligible compensation on a pre-tax basis.  Participants may allocate their contributions to one or any combination of multiple investment options or a self-managed account within the 401(k) Plan.  We match 100% of the participant’s contribution to the 401(k) Plan up to 6% of eligible compensation.  We recognized as compensation expense our total matching contribution of $14 million in 2011, $15 million in 2010 and $16 million in 2009.


Share-based and Deferred Compensation Plans
Share-based and Deferred Compensation Plans
Share-based and Deferred Compensation Plans

Overview

At year end 2011, we had four stock award plans in effect: the YUM! Brands, Inc. Long-Term Incentive Plan and the 1997 Long-Term Incentive Plan (collectively the “LTIPs”), the YUM! Brands, Inc. Restaurant General Manager Stock Option Plan (“RGM Plan”) and the YUM! Brands, Inc. SharePower Plan (“SharePower”).  Under all our plans, the exercise price of stock options and stock appreciation rights (“SARs”) granted must be equal to or greater than the average market price or the ending market price of the Company’s stock on the date of grant.

Potential awards to employees and non-employee directors under the LTIPs include stock options, incentive stock options, SARs, restricted stock, stock units, restricted stock units (“RSUs”), performance restricted stock units, performance share units (“PSUs”) and performance units.  Through December 31, 2011, we have issued only stock options, SARs, RSUs and PSUs under the LTIPs.  While awards under the LTIPs can have varying vesting provisions and exercise periods, outstanding awards under the LTIPs vest in periods ranging from immediate to 5 years. Stock options and SARs expire ten years after grant.

Potential awards to employees under the RGM Plan include stock options, SARs, restricted stock and RSUs.  Through December 31, 2011, we have issued only stock options and SARs under this plan.  RGM Plan awards granted have a four-year cliff vesting period and expire ten years after grant.  Certain RGM Plan awards are granted upon attainment of performance conditions in the previous year.  Expense for such awards is recognized over a period that includes the performance condition period.

Potential awards to employees under SharePower include stock options, SARs, restricted stock and RSUs.  Through December 31, 2011, we have issued only stock options and SARs under this plan.  These awards generally vest over a period of four years and expire no longer than ten years after grant.

At year end 2011, approximately 19 million shares were available for future share-based compensation grants under the above plans.

Our Executive Income Deferral (“EID”) Plan allows participants to defer receipt of a portion of their annual salary and all or a portion of their incentive compensation.  As defined by the EID Plan, we credit the amounts deferred with earnings based on the investment options selected by the participants.  These investment options are limited to cash, phantom shares of our Common Stock, phantom shares of a Stock Index Fund and phantom shares of a Bond Index Fund.  Investments in cash and phantom shares of both index funds will be distributed in cash at a date as elected by the employee and therefore are classified as a liability on our Consolidated Balance Sheets. We recognize compensation expense for the appreciation or the depreciation, if any, of investments in cash and both of the index funds.  Deferrals into the phantom shares of our Common Stock will be distributed in shares of our Common Stock, under the LTIPs,  at a date as elected by the employee and therefore are classified in Common Stock on our Consolidated Balance Sheets.  We do not recognize compensation expense for the appreciation or the depreciation, if any, of investments in phantom shares of our Common Stock.  Our EID plan also allows participants to defer incentive compensation to purchase phantom shares of our Common Stock and receive a 33% Company match on the amount deferred.  Deferrals receiving a match are similar to a RSU award in that participants will generally forfeit both the match and incentive compensation amounts deferred if they voluntarily separate from employment during a vesting period that is two years.  We expense the intrinsic value of the match and the incentive compensation over the requisite service period which includes the vesting period.

Historically, the Company has repurchased shares on the open market in excess of the amount necessary to satisfy award exercises and expects to continue to do so in 2012.

Award Valuation

We estimated the fair value of each stock option and SAR award as of the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

 
 
2011
 
2010
 
2009
Risk-free interest rate
 
2.0
%
 
2.4
%
 
1.9
%
Expected term (years)
 
5.9

 
6.0

 
5.9

Expected volatility
 
28.2
%
 
30.0
%
 
32.3
%
Expected dividend yield
 
2.0
%
 
2.5
%
 
2.6
%


We believe it is appropriate to group our stock option and SAR awards into two homogeneous groups when estimating expected term.  These groups consist of grants made primarily to restaurant-level employees under the RGM Plan, which cliff-vest after four years and expire ten years after grant, and grants made to executives under our other stock award plans, which typically have a graded vesting schedule of 25% per year over four years and expire ten years after grant.  We use a single weighted-average term for our awards that have a graded vesting schedule.  Based on analysis of our historical exercise and post-vesting termination behavior, we have determined that our restaurant-level employees and our executives exercised the awards on average after five years and six years, respectively.

When determining expected volatility, we consider both historical volatility of our stock as well as implied volatility associated with our traded options.  The expected dividend yield is based on the annual dividend yield at the time of grant.

The fair values of RSU and PSU awards are based on the closing price of our stock on the date of grant.

Award Activity

Stock Options and SARs

 
 
Shares
(in thousands)
 
Weighted-Average Exercise
Price
 
Weighted- Average Remaining Contractual Term
 
Aggregate Intrinsic Value (in millions)
Outstanding at the beginning of the year
 
36,438

 
 
 
$
26.91

 
 
 
 
Granted
 
5,023

 
 
 
49.59

 
 
 
 
Exercised
 
(6,645
)
 
 
 
20.33

 
 
 
 
Forfeited or expired
 
(1,308
)
 
 
 
35.52

 
 
 
 
Outstanding at the end of the year
 
33,508

(a) 
 
 
$
31.28

 
5.96

 
$
929

Exercisable at the end of the year
 
18,709

 
 
 
$
26.00

 
4.48

 
$
618


(a)
Outstanding awards include 8,161 options and 25,347 SARs with average exercise prices of $21.56 and $34.41, respectively.

The weighted-average grant-date fair value of stock options and SARs granted during 2011, 2010 and 2009 was $11.78, $8.21 and $7.29, respectively.  The total intrinsic value of stock options and SARs exercised during the years ended December 31, 2011, December 25, 2010 and December 26, 2009, was $226 million, $259 million and $217 million, respectively.

As of December 31, 2011, there was $82 million of unrecognized compensation cost related to stock options and SARs, which will be reduced by any forfeitures that occur, related to unvested awards that is expected to be recognized over a remaining weighted-average period of approximately 2.5 years.  The total fair value at grant date of awards vested during 2011, 2010 and 2009 was $43 million, $47 million and $52 million, respectively.

RSUs and PSUs

As of December 31, 2011, there was $10 million of unrecognized compensation cost related to 1.0 million unvested RSUs and PSUs.

Impact on Net Income

The components of share-based compensation expense and the related income tax benefits are shown in the following table:

 
 
2011
 
2010
 
2009
Options and SARs
 
$
49

 
$
40

 
$
48

Restricted Stock Units
 
5

 
5

 
7

Performance Share Units
 
5

 
2

 
1

Total Share-based Compensation Expense
 
$
59

 
$
47

 
$
56

Deferred Tax Benefit recognized
 
$
18

 
$
13

 
$
17

 
 
 
 
 
 
 
EID compensation expense not share-based
 
$
2

 
$
4

 
$
4



Cash received from stock option exercises for 2011, 2010 and 2009, was $59 million, $102 million and $113 million, respectively.  Tax benefits realized on our tax returns from tax deductions associated with stock options and SARs exercised for 2011, 2010 and 2009 totaled $72 million, $82 million and $68 million, respectively.

Shareholders' Equity
Shareholders' Equity
Shareholders’ Equity

Under the authority of our Board of Directors, we repurchased shares of our Common Stock during 2011 and 2010.  All amounts exclude applicable transaction fees.  There were no shares of our Common Stock repurchased during 2009.
 
 
 
Shares Repurchased
(thousands)
 
Dollar Value of Shares
Repurchased
Authorization Date
 
2011
 
 
2010
 
 
2009
 
2011
 
 
2010
 
 
2009
November 2011
 

 
 

 
 

 
$

 
 
$

 
 
$

January 2011
 
10,864

 
 

 
 

 
562

 
 

 
 

March 2010
 
3,441

 
 
2,161

 
 

 
171

 
 
107

 
 

September 2009
 

 
 
7,598

 
 

 

 
 
283

 
 

Total
 
14,305

(a) 
 
9,759

(a) 
 

 
$
733

(a) 
 
$
390

(a) 
 
$


(a)
2011 amount excludes and 2010 amount includes the effect of $19 million in share repurchases (0.4 million shares) with trade dates prior to the 2010 fiscal year end but cash settlement dates subsequent to the 2010 fiscal year.

As of December 31, 2011, we have $188 million available for future repurchases under our January 2011 share repurchase authorization.  Additionally, on November 18, 2011, our Board of Directors authorized share repurchases through May 2013 of up to $750 million (excluding applicable transaction fees) of our outstanding Common Stock. No shares have been repurchased under the November 2011 authorization as of December 31, 2011.

Accumulated Other Comprehensive Income (Loss) – Comprehensive income is Net Income plus certain other items that are recorded directly to Shareholders’ Equity.  The following table gives further detail regarding the composition of accumulated other comprehensive loss at December 31, 2011 and December 25, 2010.  Refer to Note 14 for additional information about our pension and post-retirement plan accounting and Note 12 for additional information about our derivative instruments.

 
 
2011
 
2010
Foreign currency translation adjustment
 
$
140

 
$
55

Pension and post-retirement losses, net of tax
 
(375
)
 
(269
)
Net unrealized losses on derivative instruments, net of tax
 
(12
)
 
(13
)
Total accumulated other comprehensive loss
 
$
(247
)
 
$
(227
)


Income Taxes
Income Taxes
Income Taxes

U.S. and foreign income before taxes are set forth below:

 
 
2011
 
2010
 
2009
U.S.
 
$
266

 
$
345

 
$
269

Foreign
 
1,393

 
1,249

 
1,127

 
 
$
1,659

 
$
1,594

 
$
1,396



The details of our income tax provision (benefit) are set forth below:

 
 
 
 
2011
 
2010
 
2009
Current:
 
Federal
 
$
78

 
$
155

 
$
(21
)
 
 
Foreign
 
374

 
356

 
251

 
 
State
 
9

 
15

 
11

 
 
 
 
$
461

 
$
526

 
241

 
 
 
 
 
 
 
 
 
Deferred:
 
Federal
 
(83
)
 
(82
)
 
92

 
 
Foreign
 
(40
)
 
(29
)
 
(30
)
 
 
State
 
(14
)
 
1

 
10

 
 
 
 
(137
)
 
(110
)
 
72

 
 
 
 
$
324

 
$
416

 
$
313



The reconciliation of income taxes calculated at the U.S. federal tax statutory rate to our effective tax rate is set forth below:

 
 
2011
 
2010
 
2009
U.S. federal statutory rate
 
$
580

 
35.0
 %
 
$
558

 
35.0
 %
 
$
489

 
35.0
 %
State income tax, net of federal tax benefit
 
2

 
0.1

 
12

 
0.7

 
14

 
1.0

Statutory rate differential attributable to foreign operations
 
(218
)
 
(13.1
)
 
(235
)
 
(14.7
)
 
(159
)
 
(11.4
)
Adjustments to reserves and prior years
 
24

 
1.4

 
55

 
3.5

 
(9
)
 
(0.6
)
Net benefit from LJS and A&W divestitures
 
(72
)
 
(4.3
)
 

 

 

 

Change in valuation allowances
 
22

 
1.3

 
22

 
1.4

 
(9
)
 
(0.7
)
Other, net
 
(14
)
 
(0.9
)
 
4

 
0.2

 
(13
)
 
(0.9
)
Effective income tax rate
 
$
324

 
19.5
 %
 
$
416

 
26.1
 %
 
$
313

 
22.4
 %


Statutory rate differential attributable to foreign operations.  This item includes local taxes, withholding taxes, and shareholder-level taxes, net of foreign tax credits.  The favorable impact is primarily attributable to a majority of our income being earned outside of the U.S. where tax rates are generally lower than the U.S. rate.

In 2011 and 2010, the benefit was positively impacted by the recognition of excess foreign tax credits generated by our intent to repatriate current year foreign earnings.

In 2009, the benefit was negatively impacted by withholding taxes associated with the distribution of intercompany dividends that were only partially offset by related foreign tax credits generated during the year.

Adjustments to reserves and prior years.  This item includes: (1) the effects of reconciling income tax amounts recorded in our Consolidated Statements of Income to amounts reflected on our tax returns, including any adjustments to the Consolidated Balance Sheets; and (2) changes in tax reserves, including interest thereon, established for potential exposure we may incur if a taxing authority takes a position on a matter contrary to our position.  We evaluate these amounts on a quarterly basis to insure that they have been appropriately adjusted for audit settlements and other events we believe may impact the outcome.  The impact of certain effects or changes may offset items reflected in the ‘Statutory rate differential attributable to foreign operations’ line.

In 2009, this item included out-of-year adjustments which lowered our effective tax rate by 1.6 percentage points.

Change in valuation allowance.  This item relates to changes for deferred tax assets generated or utilized during the current year and changes in our judgment regarding the likelihood of using deferred tax assets that existed at the beginning of the year.  The impact of certain changes may offset items reflected in the ‘Statutory rate differential attributable to foreign operations’ line.  The Company considers all available positive and negative evidence, including the amount of taxable income and periods over which it must be earned, actual levels of past taxable income and known trends and events or transactions expected to affect future levels of taxable income.  

In 2011, $22 million of net tax expense was driven by $15 million for valuation allowances recorded against deferred tax assets generated during the current year and $7 million of tax expense resulting from a change in judgment regarding the future use of certain foreign deferred tax assets that existed at the beginning of the year. These amounts exclude $45 million in valuation allowance additions related to capital losses recognized as a result of the LJS and A&W divestitures, which are presented within Net Benefit from LJS and A&W divestitures.

In 2010, the $22 million of net tax expense was driven by $25 million for valuation allowances recorded against deferred tax assets generated during the current year.  This expense was partially offset by a $3 million tax benefit resulting from a change in judgment regarding the future use of U.S. state deferred tax assets that existed at the beginning of the year.  

In 2009, the $9 million net tax benefit was driven by $25 million of benefit resulting from a change in judgment regarding the future use of foreign deferred tax assets that existed at the beginning of the year.  This benefit was partially offset by $16 million for valuation allowances recorded against deferred tax assets generated during the year.

Net benefit from LJS and A&W divestitures. This item includes a one-time $117 million tax benefit, including approximately $8 million state benefit, recognized on the LJS and A&W divestitures in 2011, partially offset by $45 million of valuation allowance, including approximately $4 million state expense, related to capital loss carryforwards recognized as a result of the divestitures. In addition, we recorded $32 million of tax benefits on $86 million of pre-tax losses and other costs, which resulted in $104 million of total net tax benefits related to the divestitures.

Other.  This item primarily includes the impact of permanent differences related to current year earnings and U.S. tax credits.

In 2009, this item was positively impacted by a one-time pre-tax gain of approximately $68 million, with no related income tax expense, recognized on our acquisition of additional interest in, and consolidation of, the entity that operates KFC in Shanghai, China.  This was partially offset by a pre-tax U.S. goodwill impairment charge of approximately $26 million, with no related income tax benefit.

The details of 2011 and 2010 deferred tax assets (liabilities) are set forth below:

 
 
2011
 
2010
Operating losses and tax credit carryforwards
 
$
590

 
$
335

Employee benefits
 
259

 
171

Share-based compensation
 
106

 
102

Self-insured casualty claims
 
47

 
50

Lease-related liabilities
 
137

 
166

Various liabilities
 
72

 
89

Deferred income and other
 
49

 
97

Gross deferred tax assets
 
1,260

 
1,010

Deferred tax asset valuation allowances
 
(368
)
 
(306
)
Net deferred tax assets
 
$
892

 
$
704

Intangible assets, including goodwill
 
$
(147
)
 
$
(211
)
Property, plant and equipment
 
(92
)
 
(108
)
Other
 
(53
)
 
(29
)
Gross deferred tax liabilities
 
$
(292
)
 
$
(348
)
Net deferred tax assets (liabilities)
 
$
600

 
$
356


Reported in Consolidated Balance Sheets as:
 
 
 
 
Deferred income taxes – current
 
$
112

 
$
61

Deferred income taxes – long-term
 
549

 
366

Accounts payable and other current liabilities
 
(16
)
 
(20
)
Other liabilities and deferred credits
 
(45
)
 
(51
)
 
 
$
600

 
$
356



We have investments in foreign subsidiaries where the carrying values for financial reporting exceed the tax basis.  We have not provided deferred tax on the portion of the excess that we believe is essentially permanent in duration.  This amount may become taxable upon an actual or deemed repatriation of assets from the subsidiaries or a sale or liquidation of the subsidiaries.  We estimate that our total temporary difference upon which we have not provided deferred tax is approximately $1.7 billion at December 31, 2011.  A determination of the deferred tax liability on this amount is not practicable.

At December 31, 2011, the Company has foreign operating and capital loss carryforwards of $1.0 billion and U.S. federal and state operating loss and tax credit carryforwards of $2.0 billion.  These losses are being carried forward in jurisdictions where we are permitted to use tax losses from prior periods to reduce future taxable income and will expire as follows:

 
 
Year of Expiration
 
 
 
 
2012
 
2013-2016
 
2017-2031
 
Indefinitely
 
Total
Foreign
 
$
4

 
$
66

 
$
136

 
$
833

 
$
1,039

U.S. federal and state
 
22

 
192

 
1,770

 
5

 
1,989

 
 
$
26

 
$
258

 
$
1,906

 
$
838

 
$
3,028



We recognize the benefit of positions taken or expected to be taken in tax returns in the financial statements when it is more likely than not that the position would be sustained upon examination by tax authorities.  A recognized tax position is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon settlement.

The Company had $348 million and $308 million of unrecognized tax benefits at December 31, 2011 and December 25, 2010, respectively, $197 million and $227 million of which, if recognized, would affect the 2011 and 2010 effective income tax rates, respectively.  A reconciliation of the beginning and ending amount of unrecognized tax benefits follows:
 
 
 
2011
 
2010
Beginning of Year
 
$
308

 
$
301

     Additions on tax positions - current year
 
85

 
45

     Additions for tax positions - prior years
 
38

 
35

     Reductions for tax positions - prior years
 
(58
)
 
(19
)
     Reductions for settlements
 
(8
)
 
(41
)
     Reductions due to statute expiration
 
(22
)
 
(10
)
     Foreign currency translation adjustment
 
5

 
(3
)
End of Year
 
$
348

 
$
308


 
The Company believes it is reasonably possible its unrecognized tax benefits may decrease by approximately $89 million in the next twelve months, including approximately $39 million which, if recognized upon audit settlement or statute expiration, would affect the 2012 effective tax rate. Each position is individually insignificant.

The Company’s income tax returns are subject to examination in the U.S. federal jurisdiction and numerous foreign jurisdictions.  The following table summarizes our major jurisdictions and the tax years that are either currently under audit or remain open and subject to examination:

Jurisdiction
 
Open Tax Years
U.S. Federal
 
2004 – 2011
China
 
2008 – 2011
United Kingdom
 
2003 – 2011
Mexico
 
2005 – 2011
Australia
 
2007 – 2011

In addition, the Company is subject to various U.S. state income tax examinations, for which, in the aggregate, we had significant unrecognized tax benefits at December 31, 2011, each of which is individually insignificant.

The accrued interest and penalties related to income taxes at December 31, 2011 and December 25, 2010 are set forth below:
 
 
2011
 
2010
Accrued interest and penalties
 
$
53

 
$
48



During 2011, 2010 and 2009, a net benefit of $2 million, expense of $13 million and expense of $6 million, respectively, for interest and penalties was recognized in our Consolidated Statements of Income as components of its income tax provision.

On June 23, 2010, the Company received a Revenue Agent Report from the Internal Revenue Service (the “IRS”) relating to its examination of our U.S. federal income tax returns for fiscal years 2004 through 2006.  The IRS has proposed an adjustment to increase the taxable value of rights to intangibles used outside the U.S. that YUM transferred to certain of its foreign subsidiaries.  The proposed adjustment would result in approximately $700 million of additional taxes plus net interest to date of approximately $170 million.  Furthermore, if the IRS prevails it is likely to make similar claims for years subsequent to fiscal 2006.  The potential additional taxes for these later years, through 2011, computed on a similar basis to the 2004-2006 additional taxes, would be approximately $350 million plus net interest to date of approximately $25 million.

We believe that the Company has properly reported taxable income and paid taxes in accordance with applicable laws and that the proposed adjustment is inconsistent with applicable income tax laws, Treasury Regulations and relevant case law.  We intend to defend our position vigorously and have filed a protest with the IRS.  As the final resolution of the proposed adjustment remains uncertain, the Company will continue to provide for its position in this matter based on the tax benefit that we believe is the largest amount that is more likely than not to be realized upon settlement of this issue.  There can be no assurance that payments due upon final resolution of this issue will not exceed our currently recorded reserve and such payments could have a material adverse effect on our financial position.  Additionally, if increases to our reserves are deemed necessary due to future developments related to this issue, such increases could have a material, adverse effect on our results of operations as they are recorded.  The Company does not expect resolution of this matter within twelve months and cannot predict with certainty the timing of such resolution.

Reportable Operating Segments
Reportable Operating Segments
Reportable Operating Segments

We are principally engaged in developing, operating, franchising and licensing the worldwide KFC, Pizza Hut and Taco Bell concepts. KFC, Pizza Hut and Taco Bell operate in 115, 97, and 27 countries and territories, respectively.  Our five largest international markets based on operating profit in 2011 are China, Asia Franchise, Australia, Latin America Franchise, and United Kingdom.

We identify our operating segments based on management responsibility.  The China Division includes only mainland China and YRI includes the remainder of our international operations.  We consider our KFC, Pizza Hut and Taco Bell operating segments in the U.S. to be similar and therefore have aggregated them into a single reportable operating segment. Our U.S. and YRI segment results also include the operating results of our LJS and A&W businesses while we owned those businesses.

 
 
Revenues
 
 
2011
 
2010
 
2009
China
 
$
5,566

 
$
4,135

 
$
3,407

YRI
 
3,274

 
3,088

 
2,988

U.S.
 
3,786

 
4,120

 
4,473

Unallocated Franchise and license fees and income(a)(b)
 

 

 
(32
)
 
 
$
12,626

 
$
11,343

 
$
10,836


 
 
Operating Profit; Interest Expense, Net; and
Income Before Income Taxes
 
 
2011
 
2010
 
2009
China (c)
 
$
908

 
$
755

 
$
596

YRI
 
673

 
589

 
497

U.S.
 
589

 
668

 
647

Unallocated Franchise and license fees and income(a)(b)
 

 

 
(32
)
Unallocated Occupancy and other(b)(d)
 
14

 
9

 

Unallocated and corporate expenses(b)(e)
 
(223
)
 
(194
)
 
(189
)
Unallocated Closures and impairment expense(b)(f)
 
(80
)
 

 
(26
)
Unallocated Other income (expense)(b)(g)
 
6

 
5

 
71

Unallocated Refranchising gain (loss)(b)(h)
 
(72
)
 
(63
)
 
26

Operating Profit
 
1,815

 
1,769

 
1,590

Interest expense, net
 
(156
)
 
(175
)
 
(194
)
Income Before Income Taxes
 
$
1,659

 
$
1,594

 
$
1,396

 
 
Depreciation and Amortization
 
 
2011
 
2010
 
2009
China
 
$
257

 
$
225

 
$
184

YRI
 
186

 
159

 
165

U.S.
 
177

 
201

 
216

Corporate(d)
 
8

 
4

 
15

 
 
$
628

 
$
589

 
$
580


 
 
Capital Spending
 
 
2011
 
2010
 
2009
China
 
$
405

 
$
272

 
$
271

YRI
 
256

 
259

 
251

U.S.
 
256

 
241

 
270

Corporate
 
23

 
24

 
5

 
 
$
940

 
$
796

 
$
797


 
 
Identifiable Assets
 
 
2011
 
2010
 
2009
China (i)
 
$
2,527

 
$
2,289

 
$
1,632

YRI
 
2,899

 
2,649

 
2,448

U.S.
 
2,070

 
2,398

 
2,575

Corporate(j)
 
1,338

 
980

 
493

 
 
$
8,834

 
$
8,316

 
$
7,148


 
 
Long-Lived Assets(k)
 
 
2011
 
2010
 
2009
China
 
$
1,546

 
$
1,269

 
$
1,172

YRI
 
1,635

 
1,548

 
1,524

U.S.
 
1,805

 
2,095

 
2,260

Corporate
 
36

 
52

 
45

 
 
$
5,022

 
$
4,964

 
$
5,001



(a)
Amount consists of reimbursements to KFC franchisees for installation costs of ovens for the national launch of Kentucky Grilled Chicken.  See Note 4.

(b)
Amounts have not been allocated to the U.S., YRI or China Division segments for performance reporting purposes.

(c)
Includes equity income from investments in unconsolidated affiliates of $47 million, $42 million and $36 million in 2011, 2010 and 2009, respectively, for China.

(d)
2011 and 2010 include depreciation reductions arising from the impairment of KFC restaurants we offered to sell of $10 million and $9 million, respectively. 2011 includes a depreciation reduction arising from the impairment of Pizza Hut UK restaurants we decided to sell in 2011 of $3 million.  See Note 4.

(e)
2011, 2010 and 2009 include approximately $21 million, $9 million and $16 million, respectively, of charges relating to U.S. general and administrative productivity initiatives and realignment of resources.  See Note 4.

(f)
2011 represents net losses resulting from the LJS and A&W divestitures. 2009 includes a $26 million charge to write-off goodwill associated with our LJS and A&W businesses in the U.S.  See Note 9.

(g)
2009 includes a $68 million gain related to the acquisition of additional interest in and consolidation of a former unconsolidated affiliate in China.  See Note 4.

(h)
See Note 4 for further discussion of Refranchising gain (loss).

(i)
China includes investments in 4 unconsolidated affiliates totaling $167 million, $154 million and $144 million, for 2011, 2010 and 2009, respectively.  

(j)
Primarily includes cash, deferred tax assets and property, plant and equipment, net, related to our office facilities.

(k)
Includes property, plant and equipment, net, goodwill, and intangible assets, net.

See Note 4 for additional operating segment disclosures related to impairment and store closure (income) costs.

Contingencies
Contingencies
Contingencies

Lease Guarantees

As a result of (a) assigning our interest in obligations under real estate leases as a condition to the refranchising of certain Company restaurants; (b) contributing certain Company restaurants to unconsolidated affiliates; and (c) guaranteeing certain other leases, we are frequently contingently liable on lease agreements.  These leases have varying terms, the latest of which expires in 2065.  As of December 31, 2011, the potential amount of undiscounted payments we could be required to make in the event of non-payment by the primary lessee was approximately $625 million.  The present value of these potential payments discounted at our pre-tax cost of debt at December 31, 2011 was approximately $550 million.  Our franchisees are the primary lessees under the vast majority of these leases.  We generally have cross-default provisions with these franchisees that would put them in default of their franchise agreement in the event of non-payment under the lease.  We believe these cross-default provisions significantly reduce the risk that we will be required to make payments under these leases.  Accordingly, the liability recorded for our probable exposure under such leases at December 31, 2011 and December 25, 2010 was not material.

Franchise Loan Pool and Equipment Guarantees

We have agreed to provide financial support, if required, to a variable interest entity that operates a franchisee lending program used primarily to assist franchisees in the development of new restaurants in the U.S. and, to a lesser extent, in connection with the Company’s refranchising programs.  As part of this agreement, we have provided a partial guarantee of approximately $14 million and two letters of credit totaling approximately $23 million in support of the franchisee loan program at December 31, 2011.  One such letter of credit could be used if we fail to meet our obligations under our guarantee.  The other letter of credit could be used, in certain circumstances, to fund our participation in the funding of the franchisee loan program.  The total loans outstanding under the loan pool were $63 million at December 31, 2011 with an additional $17 million available for lending at December 31, 2011.  We have determined that we are not required to consolidate this entity as we share the power to direct this entity’s lending activity with other parties.

In addition to the guarantee described above, YUM has provided guarantees of $17 million on behalf of franchisees for several financing programs related to specific initiatives.  The total loans outstanding under these financing programs were approximately $32 million at December 31, 2011.

Unconsolidated Affiliates Guarantees

From time to time we have guaranteed certain lines of credit and loans of unconsolidated affiliates.  At December 31, 2011 there are no guarantees outstanding for unconsolidated affiliates.  Our unconsolidated affiliates had total revenues of approximately $1.1 billion for the year ended December 31, 2011 and assets and debt of approximately $525 million and $75 million, respectively, at December 31, 2011.

Insurance Programs

We are self-insured for a substantial portion of our current and prior years’ coverage including property and casualty losses.  To mitigate the cost of our exposures for certain property and casualty losses, we self-insure the risks of loss up to defined maximum per occurrence retentions on a line-by-line basis.  The Company then purchases insurance coverage, up to a certain limit, for losses that exceed the self-insurance per occurrence retention.  The insurers’ maximum aggregate loss limits are significantly above our actuarially determined probable losses; therefore, we believe the likelihood of losses exceeding the insurers’ maximum aggregate loss limits is remote.

The following table summarizes the 2011 and 2010 activity related to our self-insured property and casualty reserves as of December 31, 2011.

 
 
Beginning Balance
 
Expense
 
Payments
 
Ending Balance
2011 Activity
 
$150
 
55

 
(65
)
 
$
140

2010 Activity
 
$173
 
46

 
(69
)
 
$
150



In the U.S. and in certain other countries, we are also self-insured for healthcare claims and long-term disability for eligible participating employees subject to certain deductibles and limitations.  We have accounted for our retained liabilities for property and casualty losses, healthcare and long-term disability claims, including reported and incurred but not reported claims, based on information provided by independent actuaries.

Due to the inherent volatility of actuarially determined property and casualty loss estimates, it is reasonably possible that we could experience changes in estimated losses which could be material to our growth in quarterly and annual Net income.  We believe that we have recorded reserves for property and casualty losses at a level which has substantially mitigated the potential negative impact of adverse developments and/or volatility.

Legal Proceedings
 
We are subject to various claims and contingencies related to lawsuits, real estate, environmental and other matters arising in the normal course of business.  
 
On November 26, 2001, Kevin Johnson, a former Long John Silver's (“LJS”) restaurant manager, filed a collective action against LJS in the United States District Court for the Middle District of Tennessee alleging violation of the Fair Labor Standards Act (“FLSA”) on behalf of himself and allegedly similarly-situated LJS general and assistant restaurant managers. Johnson alleged that LJS violated the FLSA by perpetrating a policy and practice of seeking monetary restitution from LJS employees, including Restaurant General Managers (“RGMs”) and Assistant Restaurant General Managers (“ARGMs”), when monetary or property losses occurred due to knowing and willful violations of LJS policies that resulted in losses of company funds or property, and that LJS had thus improperly classified its RGMs and ARGMs as exempt from overtime pay under the FLSA. Johnson sought overtime pay, liquidated damages, and attorneys' fees for himself and his proposed class.
LJS moved the Tennessee district court to compel arbitration of Johnson's suit. The district court granted LJS's motion on June 7, 2004, and the United States Court of Appeals for the Sixth Circuit affirmed on July 5, 2005.
On December 19, 2003, while the arbitrability of Johnson's claims was being litigated, former LJS managers Erin Cole and Nick Kaufman, represented by Johnson's counsel, initiated arbitration with the American Arbitration Association (the “Cole Arbitration”).  The Cole Claimants sought a collective arbitration on behalf of the same putative class as alleged in the Johnson lawsuit and alleged the same underlying claims.
On June 15, 2004, the arbitrator in the Cole Arbitration issued a Clause Construction Award, finding that LJS's Dispute Resolution Policy did not prohibit Claimants from proceeding on a collective or class basis.  LJS moved unsuccessfully to vacate the Clause Construction Award in federal district court in South Carolina.  On September 19, 2005, the arbitrator issued a Class Determination Award, finding, inter alia, that a class would be certified in the Cole Arbitration on an “opt-out” basis, rather than as an “opt-in” collective action as specified by the FLSA.
On January 20, 2006, the district court denied LJS's motion to vacate the Class Determination Award and the United States Court of Appeals for the Fourth Circuit affirmed the district court's decision on January 28, 2008. A petition for a writ of certiorari filed in the United States Supreme Court seeking a review of the Fourth Circuit's decision was denied on October 7, 2008.
An arbitration hearing on liability with respect to the alleged restitution policy and practice for the period beginning in late 1998 through early 2002 concluded in June, 2010. On October 11, 2010, the arbitrator issued a partial interim award for the first phase of the three-phase arbitration finding that, for the period from late 1998 to early 2002, LJS had a policy and practice of making impermissible deductions from the salaries of its RGMs and ARGMs.
On September 15, 2011, the parties entered into a Memorandum of Understanding setting forth the terms upon which the parties had agreed to settle this matter. On October 5, 2011, the arbitrator granted the parties' Joint Motion for Preliminary Approval of the Settlement. On December 12, 2011, the arbitrator granted final approval of the settlement. The payments associated with the settlement have been made. As the settlement was largely consistent with our previous reserve position, the settlement did not significantly impact our results of operations in the year ended December 31, 2011.
On August 4, 2006, a putative class action lawsuit against Taco Bell Corp. styled Rajeev Chhibber vs. Taco Bell Corp. was filed in Orange County Superior Court. On August 7, 2006, another putative class action lawsuit styled Marina Puchalski v. Taco Bell Corp. was filed in San Diego County Superior Court. Both lawsuits were filed by a Taco Bell RGM purporting to represent all current and former RGMs who worked at corporate-owned restaurants in California since August 2002.  The lawsuits allege violations of California's wage and hour laws involving unpaid overtime and meal period violations and seek unspecified amounts in damages and penalties.  The cases were consolidated in San Diego County as of September 7, 2006.
On January 29, 2010, the court granted the plaintiffs' class certification motion with respect to the unpaid overtime claims of RGMs and Market Training Managers but denied class certification on the meal period claims. The court has ruled that this case will be tried to the bench rather than a jury. Trial began on February 15, 2012.
Taco Bell denies liability and intends to vigorously defend against all claims in this lawsuit. We have provided for a reasonable estimate of the cost of this lawsuit. However, in view of the inherent uncertainties of litigation, there can be no assurance that this lawsuit will not result in losses in excess of those currently provided for in our Consolidated Financial Statements.
Taco Bell was named as a defendant in a number of putative class action suits filed in 2007, 2008, 2009 and 2010 alleging violations of California labor laws including unpaid overtime, failure to pay wages on termination, failure to pay accrued vacation wages, failure to pay minimum wage, denial of meal and rest breaks, improper wage statements, unpaid business expenses, wrongful termination, discrimination, conversion and unfair or unlawful business practices in violation of California Business & Professions Code §17200. Plaintiffs also seek penalties for alleged violations of California's Labor Code under California's Private Attorneys General Act and statutory “waiting time” penalties and allege violations of California's Unfair Business Practices Act. Plaintiffs seek to represent a California state-wide class of hourly employees.
On May 19, 2009 the court granted Taco Bell's motion to consolidate these matters, and the consolidated case is styled In Re Taco Bell Wage and Hour Actions. The In Re Taco Bell Wage and Hour Actions plaintiffs filed a consolidated complaint on June 29, 2009, and on March 30, 2010 the court approved the parties' stipulation to dismiss the Company from the action. Plaintiffs filed their motion for class certification on the vacation and final pay claims on December 30, 2010, and the class certification hearing took place in June 2011. Taco Bell also filed, at the invitation of the court, a motion to stay the proceedings until the California Supreme Court rules on two cases concerning meal and rest breaks. On August 22, 2011, the court granted Taco Bell's motion to stay the meal and rest break claims. On September 26, 2011, the court issued its order denying the certification of the remaining vacation and final pay claims. The plaintiffs have not moved for class certification on the remaining claims in the consolidated complaint.
Taco Bell denies liability and intends to vigorously defend against all claims in this lawsuit. However, in view of the inherent uncertainties of litigation, the outcome of this case cannot be predicted at this time. Likewise, the amount of any potential loss cannot be reasonably estimated.
On September 28, 2009, a putative class action styled Marisela Rosales v. Taco Bell Corp. was filed in Orange County Superior Court. The plaintiff, a former Taco Bell crew member, alleges that Taco Bell failed to timely pay her final wages upon termination, and seeks restitution and late payment penalties on behalf of herself and similarly situated employees. This case appears to be duplicative of the In Re Taco Bell Wage and Hour Actions case described above. Taco Bell filed a motion to dismiss, stay or transfer the case to the same district court as the In Re Taco Bell Wage and Hour Actions case. The state court granted Taco Bell's motion to stay the Rosales case on May 28, 2010. After the denial of class certification in the In Re Taco Bell Wage and Hour Actions, the court granted the plaintiff leave to amend her lawsuit, which the plaintiff filed and served on January 4, 2012. Taco Bell filed its responsive pleading on February 8, 2012.
Taco Bell denies liability and intends to vigorously defend against all claims in this lawsuit. However, in view of the inherent uncertainties of litigation, the outcome of this case cannot be predicted at this time. Likewise, the amount of any potential loss cannot be reasonably estimated.
On October 2, 2009, a putative class action, styled Domonique Hines v. KFC U.S. Properties, Inc., was filed in California state court on behalf of all California hourly employees alleging various California Labor Code violations, including rest and meal break violations, overtime violations, wage statement violations and waiting time penalties.  Plaintiff is a former non-managerial KFC restaurant employee.  KFC filed an answer on October 28, 2009, in which it denied plaintiff's claims and allegations.  KFC removed the action to the United States District Court for the Southern District of California on October 29, 2009.  Plaintiff filed a motion for class certification on May 20, 2010 and KFC filed a brief in opposition.  On October 22, 2010, the District Court granted Plaintiff's motion to certify a class on the meal and rest break claims, but denied the motion to certify a class regarding alleged off-the-clock work. On November 1, 2010, KFC filed a motion requesting a stay of the case pending a decision from the
California Supreme Court regarding the applicable standard for employer provision of meal and rest breaks. Plaintiff filed an opposition to that motion on November 19, 2010. On January 14, 2011, the District Court granted KFC's motion and stayed the entire action pending a decision from the California Supreme Court. No trial date has been set.
KFC denies liability and intends to vigorously defend against all claims in this lawsuit.  However, in view of the inherent uncertainties of litigation, the outcome of this case cannot be predicted at this time.  Likewise, the amount of any potential loss cannot be reasonably estimated.
On December 17, 2002, Taco Bell was named as the defendant in a class action lawsuit filed in the United States District Court for the Northern District of California styled Moeller, et al. v. Taco Bell Corp.  On August 4, 2003, plaintiffs filed an amended complaint that alleges, among other things, that Taco Bell has discriminated against the class of people who use wheelchairs or scooters for mobility by failing to make its approximately 220 company-owned restaurants in California accessible to the class.  Plaintiffs contend that queue rails and other architectural and structural elements of the Taco Bell restaurants relating to the path of travel and use of the facilities by persons with mobility-related disabilities do not comply with the U.S. Americans with Disabilities Act (the “ADA”), the Unruh Civil Rights Act (the “Unruh Act”), and the California Disabled Persons Act (the “CDPA”).  Plaintiffs have requested: (a) an injunction from the District Court ordering Taco Bell to comply with the ADA and its implementing regulations; (b) that the District Court declare Taco Bell in violation of the ADA, the Unruh Act, and the CDPA; and (c) monetary relief under the Unruh Act or CDPA.  Plaintiffs, on behalf of the class, are seeking the minimum statutory damages per offense of either $4,000 under the Unruh Act or $1,000 under the CDPA for each aggrieved member of the class.  Plaintiffs contend that there may be in excess of 100,000 individuals in the class.
On February 23, 2004, the District Court granted plaintiffs' motion for class certification.  The class includes claims for injunctive relief and minimum statutory damages.
On May 17, 2007, a hearing was held on plaintiffs' Motion for Partial Summary Judgment seeking judicial declaration that Taco Bell was in violation of accessibility laws as to three specific issues: indoor seating, queue rails and door opening force.  On August 8, 2007, the court granted plaintiffs' motion in part with regard to dining room seating.  In addition, the court granted plaintiffs' motion in part with regard to door opening force at some restaurants (but not all) and denied the motion with regard to queue lines.
On December 16, 2009, the court denied Taco Bell's motion for summary judgment on the ADA claims and ordered plaintiff to file a definitive list of remaining issues and to select one restaurant to be the subject of a trial. The exemplar trial for that restaurant began on June 6, 2011. The trial was bifurcated and the first stage addressed whether violations existed at the restaurant. Twelve alleged violations of the ADA and state law were tried. The trial ended on June 16, 2011. On October 5, 2011, the court issued its trial decision. The court found liability for the twelve items, finding that they were once out of compliance with applicable state and/or federal accessibility standards. The court also found that classwide injunctive relief is warranted. The court declined to order injunctive relief at this time, however, citing the pendency of Taco Bell's motions to decertify both the injunctive and damages class. In a separate order, the court vacated the December 12, 2011 date previously set for an exemplar trial for damages on the single restaurant.
On June 20, 2011, the United States Supreme Court issued its ruling in Wal-Mart Stores, Inc. v. Dukes. The Supreme Court held that the class in that case was improperly certified. The same legal theory was used to certify the class in the Moeller case, and Taco Bell filed a motion to decertify the class on August 3, 2011. During the exemplar trial, the court observed that the restaurant had been in full compliance with all laws since March, 2010, and Taco Bell argues in its decertification motion that, in light of the decision in the Dukes case, no damages class can be certified and that injunctive relief is not appropriate, regardless of class status. On October 19, 2011, plaintiffs filed a motion to amend the certified class to include a damages class. Discovery regarding the putative damages class is proceeding, after which the parties will complete briefing on Taco Bell's motion to decertify and plaintiffs' motion to amend the class.
Taco Bell denies liability and intends to vigorously defend against all claims in this lawsuit.  Taco Bell has taken steps to address potential architectural and structural compliance issues at the restaurants in accordance with applicable state and federal disability access laws.  The costs associated with addressing these issues have not significantly impacted our results of operations.  It is not possible at this time to reasonably estimate the probability or amount of liability for monetary damages on a class wide basis to Taco Bell.
On July 9, 2009, a putative class action styled Mark Smith v. Pizza Hut, Inc. was filed in the United States District Court for the District of Colorado. The complaint alleged that Pizza Hut did not properly reimburse its delivery drivers for various automobile costs, uniforms costs, and other job-related expenses and seeks to represent a class of delivery drivers nationwide under the FLSA and Colorado state law. On January 4, 2010, plaintiffs filed a motion for conditional certification of a nationwide class of current and former Pizza Hut, Inc. delivery drivers. However, on March 11, 2010, the court granted Pizza Hut's pending motion to dismiss for failure to state a claim, with leave to amend. On March 31, 2010, plaintiffs filed an amended complaint, which dropped the uniform claims but, in addition to the federal FLSA claims, asserts state-law class action claims under the laws of sixteen different states. Pizza Hut filed a motion to dismiss the amended complaint, and plaintiffs sought leave to amend their complaint a second time. On August 9, 2010, the court granted plaintiffs' motion to amend. Pizza Hut filed another motion to dismiss the Second Amended Complaint. On July 15, 2011, the Court granted Pizza Hut's motion with respect to plaintiffs' state law claims, but allowed the FLSA claims to go forward. Plaintiffs filed their Motion for Conditional Certification on August 31, 2011 to which Pizza Hut filed its opposition on October 5, 2011. A decision on plaintiffs' Motion for Conditional Certification is expected during 2012.
Pizza Hut denies liability and intends to vigorously defend against all claims in this lawsuit. However, in view of the inherent uncertainties of litigation, the outcome of these cases cannot be predicted at this time. Likewise, the amount of any potential loss cannot be reasonably estimated.
On August 6, 2010, a putative class action styled Jacquelyn Whittington v. Yum Brands, Inc., Taco Bell of America, Inc. and Taco Bell Corp. was filed in the United States District Court for the District of Colorado. The plaintiff seeks to represent a nationwide class, with the exception of California, of salaried assistant managers who were allegedly misclassified and did not receive compensation for all hours worked and did not receive overtime pay after 40 hours worked in a week. The plaintiff also purports to represent a separate class of Colorado assistant managers under Colorado state law, which provides for daily overtime after 12 hours worked in a day. The Company has been dismissed from the case without prejudice. Taco Bell filed its answer on September 20, 2010, and the parties commenced class discovery, which is currently on-going. Taco Bell moved to compel arbitration of certain employees in the Colorado class. The court denied the motion as premature because no class has yet been certified. On September 16, 2011, the plaintiffs filed their motion for conditional certification under the FLSA. The plaintiffs did not move for certification of a separate class of Colorado assistant managers under Colorado state law. Taco Bell opposed the motion. The court heard the motion on January 10, 2012, granted conditional certification and ordered the notice of the opt-in class be sent to the putative class members. Taco Bell expects the notices to be sent by the end of February 2012. Putative class members will have 90 days in which to elect to participate in the lawsuit. After further discovery, Taco Bell plans to seek decertification of the class.
Taco Bell denies liability and intends to vigorously defend against all claims in this lawsuit. However, in view of the inherent uncertainties of litigation, the outcome of this case cannot be predicted at this time. Likewise, the amount of any potential loss cannot be reasonably estimated.
We are engaged in various other legal proceedings and have certain unresolved claims pending, the ultimate liability for which, if any, cannot be determined at this time.  However, based upon consultation with legal counsel, we are of the opinion that such proceedings and claims are not expected to have a material adverse effect, individually or in the aggregate, on our consolidated financial condition or results of operations.

Selected Quarterly Financial Data (Unaudited)
Selected Quarterly Financial Data (Unaudited)
Selected Quarterly Financial Data (Unaudited)

 
 
2011
 
 
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
 
 
Total
Revenues:
 
 
 
 
 
 
 
 
 
 
Company sales
 
$
2,051

 
$
2,431

 
$
2,854

 
$
3,557

 
$
10,893

Franchise and license fees and income
 
374

 
385

 
420

 
554

 
1,733

Total revenues
 
2,425

 
2,816

 
3,274

 
4,111

 
12,626

Restaurant profit
 
360

 
386

 
494

 
513

 
1,753

Operating Profit(a)
 
401

 
419

 
488

 
507

 
1,815

Net Income – YUM! Brands, Inc.
 
264

 
316

 
383

 
356

 
1,319

Basic earnings per common share
 
0.56

 
0.67

 
0.82

 
0.77

 
2.81

Diluted earnings per common share
 
0.54

 
0.65

 
0.80

 
0.75

 
2.74

Dividends declared per common share
 

 
0.50

 

 
0.57

 
1.07


 
 
2010
 
 
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
 
 
Total
Revenues:
 
 
 
 
 
 
 
 
 
 
Company sales
 
$
1,996

 
$
2,220

 
$
2,496

 
$
3,071

 
$
9,783

Franchise and license fees and income
 
349

 
354

 
366

 
491

 
1,560

Total revenues
 
2,345

 
2,574

 
2,862

 
3,562

 
11,343

Restaurant profit
 
340

 
366

 
479

 
478

 
1,663

Operating Profit(b)
 
364

 
421

 
544

 
440

 
1,769

Net Income – YUM! Brands, Inc.
 
241

 
286

 
357

 
274

 
1,158

Basic earnings per common share
 
0.51

 
0.61

 
0.76

 
0.58

 
2.44

Diluted earnings per common share
 
0.50

 
0.59

 
0.74

 
0.56

 
2.38

Dividends declared per common share
 
0.21

 
0.21

 

 
0.50

 
0.92


(a)
Includes net losses of $65 million primarily related to the LJS and A&W divestitures, $88 million primarily related to refranchising international markets and $28 million primarily related to the U.S. business transformation measures and U.S. refranchising in the first, third and fourth quarters of 2011, respectively. See Note 4.  The fourth quarter of 2011 also includes the $25 million impact of the 53rd week. See Note 2.

(b)
Includes net losses of $66 million and $19 million in the first and fourth quarters of 2010, respectively, related primarily to the U.S. business transformation measures and refranchising international markets.  See Note 4.
Subsequent Event
Subsequent Event
Subsequent Event

On February 1, 2012, subsequent to the end of the fourth quarter, we paid $584 million to acquire an additional 66% interest in Little Sheep, which brought our total ownership to approximately 93% of the business. Upon acquisition, we have voting control of Little Sheep and thus will begin to consolidate its results.
Summary of Significant Accounting Policies (Policies)
Principles of Consolidation and Basis of Preparation.  Intercompany accounts and transactions have been eliminated in consolidation.  We consolidate entities in which we have a controlling financial interest, the usual condition of which is ownership of a majority voting interest.  We also consider for consolidation an entity, in which we have certain interests, where the controlling financial interest may be achieved through arrangements that do not involve voting interests.  Such an entity, known as a variable interest entity (“VIE”), is required to be consolidated by its primary beneficiary.  The primary beneficiary is the entity that possesses the power to direct the activities of the VIE that most significantly impact its economic performance and has the obligation to absorb losses or the right to receive benefits from the VIE that are significant to it.

Our most significant variable interests are in entities that operate restaurants under our Concepts’ franchise and license arrangements.  We do not generally have an equity interest in our franchisee or licensee businesses with the exception of certain entities in China as discussed below.  Additionally, we do not typically provide significant financial support such as loans or guarantees to our franchisees and licensees.  However, we do have variable interests in certain franchisees through real estate lease arrangements with them to which we are a party.  At the end of 2011, YUM has future lease payments due from franchisees, on a nominal basis, of approximately $320 million.  As our franchise and license arrangements provide our franchisee and licensee entities the power to direct the activities that most significantly impact their economic performance, we do not consider ourselves the primary beneficiary of any such entity that might otherwise be considered a VIE.

See Note 19 for additional information on an entity that operates a franchise lending program that is a VIE in which we have a variable interest but for which we are not the primary beneficiary and thus do not consolidate.

Certain investments in entities that operate KFCs in China as well as our investment in Little Sheep Group Limited ("Little Sheep"), a Chinese casual dining concept headquartered in Inner Mongolia, China, are accounted for by the equity method.  These entities are not VIEs and our lack of majority voting rights precludes us from controlling these affiliates.  Thus, we do not consolidate these affiliates, instead accounting for them under the equity method.  Our share of the net income or loss of those unconsolidated affiliates is included in Other (income) expense.  Subsequent to fiscal year 2011, we acquired an additional 66% interest in Little Sheep. As a result, we will begin consolidating this business in 2012. In the second quarter of 2009 we began consolidating the entity that operates the KFCs in Shanghai, China, which was previously accounted for using the equity method.  The increase in cash related to the consolidation of this entitiy's cash balance of $17 million is presented as a single line item on our 2009 Consolidated Statement of Cash Flows.

We report Net income attributable to the non-controlling interest in the entity that operates the KFCs in Beijing, China and since its consolidation, the Shanghai entity, separately on the face of our Consolidated Statements of Income.  The portion of equity in these entities not attributable to the Company is reported within equity, separately from the Company’s equity on the Consolidated Balance Sheets.

See Note 4 for a further description of the accounting upon acquisition of additional interest in the Shanghai entity.

We participate in various advertising cooperatives with our franchisees and licensees established to collect and administer funds contributed for use in advertising and promotional programs designed to increase sales and enhance the reputation of the Company and its franchise owners. Contributions to the advertising cooperatives are required for both Company-operated and franchise restaurants and are generally based on a percent of restaurant sales.  We maintain certain variable interests in these cooperatives. As the cooperatives are required to spend all funds collected on advertising and promotional programs, total equity at risk is not sufficient to permit the cooperatives to finance their activities without additional subordinated financial support. Therefore, these cooperatives are VIEs. As a result of our voting rights, we consolidate certain of these cooperatives for which we are the primary beneficiary.  The Advertising cooperatives assets, consisting primarily of cash received from the Company and franchisees and accounts receivable from franchisees, can only be used to settle obligations of the respective cooperative.  The Advertising cooperative liabilities represent the corresponding obligation arising from the receipt of the contributions to purchase advertising and promotional programs for which creditors do not have recourse to the general credit of the primary beneficiary.  Therefore, we report all assets and liabilities of these advertising cooperatives that we consolidate as Advertising cooperative assets, restricted and Advertising cooperative liabilities in the Consolidated Balance Sheet.  As the contributions to these cooperatives are designated and segregated for advertising, we act as an agent for the franchisees and licensees with regard to these contributions.  Thus, we do not reflect franchisee and licensee contributions to these cooperatives in our Consolidated Statements of Income or Consolidated Statements of Cash Flows.

Fiscal Year.  Our fiscal year ends on the last Saturday in December and, as a result, a 53rd week is added every five or six years.  The first three quarters of each fiscal year consist of 12 weeks and the fourth quarter consists of 16 weeks in fiscal years with 52 weeks and 17 weeks in fiscal years with 53 weeks.   Our subsidiaries operate on similar fiscal calendars except that China and certain other international subsidiaries operate on a monthly calendar, and thus never have a 53rd week, with two months in
Fiscal Year.  Our fiscal year ends on the last Saturday in December and, as a result, a 53rd week is added every five or six years.  The first three quarters of each fiscal year consist of 12 weeks and the fourth quarter consists of 16 weeks in fiscal years with 52 weeks and 17 weeks in fiscal years with 53 weeks.   Our subsidiaries operate on similar fiscal calendars except that China and certain other international subsidiaries operate on a monthly calendar, and thus never have a 53rd week, with two months in the first quarter, three months in the second and third quarters and four months in the fourth quarter.  All of our international businesses except China close one period or one month earlier to facilitate consolidated reporting.
iscal year 2011 included 53 weeks for our U.S. businesses and a portion of our YRI business. The 53rd week added $91 million to total revenues, $15 million to Restaurant profit and $25 million to Operating Profit in our 2011 Consolidated Statement of Income. The $25 million benefit was offset throughout 2011 by investments, including franchise development incentives, as well as higher-than-normal spending, such as restaurant closures in the U.S. and YRI.

Foreign Currency.  The functional currency determination for operations outside the U.S. is based upon a number of economic factors, including but not limited to cash flows and financing transactions.  Income and expense accounts are translated into U.S. dollars at the average exchange rates prevailing during the period.  Assets and liabilities are translated into U.S. dollars at exchange rates in effect at the balance sheet date.  Resulting translation adjustments are recorded in Accumulated other comprehensive income (loss) in the Consolidated Balance Sheet and are subsequently recognized as income or expense only upon sale or upon complete or substantially complete liquidation of the related investme

Franchise and License Operations.  We execute franchise or license agreements for each unit operated by third parties which set out the terms of our arrangement with the franchisee or licensee.  Our franchise and license agreements typically require the franchisee or licensee to pay an initial, non-refundable fee and continuing fees based upon a percentage of sales.  Subject to our approval and their payment of a renewal fee, a franchisee may generally renew the franchise agreement upon its expiration.

The internal costs we incur to provide support services to our franchisees and licensees are charged to General and Administrative (“G&A”) expenses as incurred.  Certain direct costs of our franchise and license operations are charged to franchise and license expenses.  These costs include provisions for estimated uncollectible fees, rent or depreciation expense associated with restaurants we lease or sublease to franchisees, franchise and license marketing funding, amortization expense for franchise-related intangible assets and certain other direct incremental franchise and license support costs.

Revenue Recognition.  Revenues from Company-operated restaurants are recognized when payment is tendered at the time of sale.  The Company presents sales net of sales-related taxes.  Income from our franchisees and licensees includes initial fees, continuing fees, renewal fees and rental income from restaurants we lease or sublease to them.  We recognize initial fees received from a franchisee or licensee as revenue when we have performed substantially all initial services required by the franchise or license agreement, which is generally upon the opening of a store.  We recognize continuing fees based upon a percentage of franchisee and licensee sales and rental income as earned.  We recognize renewal fees when a renewal agreement with a franchisee or licensee becomes effective.  We present initial fees collected upon the sale of a restaurant to a franchisee in Refranchising (gain) loss.


Direct Marketing Costs.  We charge direct marketing costs to expense ratably in relation to revenues over the year in which incurred and, in the case of advertising production costs, in the year the advertisement is first shown.  Deferred direct marketing costs, which are classified as prepaid expenses, consist of media and related advertising production costs which will generally be used for the first time in the next fiscal year and have historically not been significant.  To the extent we participate in advertising cooperatives, we expense our contributions as incurred which are generally based on a percentage of sales.  Our advertising expenses were $593 million, $557 million and $548 million in 2011, 2010 and 2009, respectively.  We report substantially all of our direct marketing costs in Occupancy and other operating expenses

Research and Development Expenses.  Research and development expenses, which we expense as incurred, are reported in G&A expenses

Share-Based Employee Compensation.  We recognize all share-based payments to employees, including grants of employee stock options and stock appreciation rights (“SARs”), in the Consolidated Financial Statements as compensation cost over the service period based on their fair value on the date of grant.  This compensation cost is recognized over the service period on a straight-line basis for the fair value of awards that actually vest.  We present this compensation cost consistent with the other compensation costs for the employee recipient in either Payroll and employee benefits or G&A expenses

Legal Costs. Settlement costs are accrued when they are deemed probable and estimable. Anticipated legal fees related to self-insured workers' compensation, employment practices liability, general liability, automobile liability, product liability and property losses (collectively, "property and casualty losses") are accrued when deemed probable and estimable. Legal fees not related to self-insured property and casualty losses are recognized as incurred

Impairment or Disposal of Property, Plant and Equipment.  Property, plant and equipment (“PP&E”) is tested for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable.  The assets are not recoverable if their carrying value is less than the undiscounted cash flows we expect to generate from such assets.  If the assets are not deemed to be recoverable, impairment is measured based on the excess of their carrying value over their fair value.

For purposes of impairment testing for our restaurants, we have concluded that an individual restaurant is the lowest level of independent cash flows unless our intent is to refranchise restaurants as a group.  We review our long-lived assets of such individual restaurants (primarily PP&E and allocated intangible assets subject to amortization) semi-annually for impairment, or whenever events or changes in circumstances indicate that the carrying amount of a restaurant may not be recoverable.  We use two consecutive years of operating losses as our primary indicator of potential impairment for our semi-annual impairment testing of these restaurant assets.  We evaluate the recoverability of these restaurant assets by comparing the estimated undiscounted future cash flows, which are based on our entity-specific assumptions, to the carrying value of such assets.  For restaurant assets that are not deemed to be recoverable, we write-down an impaired restaurant to its estimated fair value, which becomes its new cost basis.  Fair value is an estimate of the price a franchisee would pay for the restaurant and its related assets and is determined by discounting the estimated future after-tax cash flows of the restaurant, which include a deduction for the royalty the franchisee would pay us.  The after-tax cash flows incorporate reasonable assumptions we believe a franchisee would make such as sales growth and margin improvement.  The discount rate used in the fair value calculation is our estimate of the required rate of return that a franchisee would expect to receive when purchasing a similar restaurant and the related long-lived assets.  The discount rate incorporates rates of returns for historical refranchising market transactions and is commensurate with the risks and uncertainty inherent in the forecasted cash flows.

In executing our refranchising initiatives, we most often offer groups of restaurants for sale.  When we believe a restaurant or groups of restaurants will be refranchised for a price less than their carrying value, but do not believe the restaurant(s) have met the criteria to be classified as held for sale, we review the restaurants for impairment.  We evaluate the recoverability of these restaurant assets at the date it is considered more likely than not that they will be refranchised by comparing estimated sales proceeds plus holding period cash flows, if any, to the carrying value of the restaurant or group of restaurants.  For restaurant assets that are not deemed to be recoverable, we recognize impairment for any excess of carrying value over the fair value of the restaurants, which is based on the expected net sales proceeds.  To the extent ongoing agreements to be entered into with the franchisee simultaneous with the refranchising are expected to contain terms, such as royalty rates, not at prevailing market rates, we consider the off-market terms in our impairment evaluation.  We recognize any such impairment charges in Refranchising (gain) loss.  We classify restaurants as held for sale and suspend depreciation and amortization when (a) we make a decision to refranchise; (b) the restaurants can be immediately removed from operations; (c) we have begun an active program to locate a buyer; (d) the restaurant is being actively marketed at a reasonable market price; (e) significant changes to the plan of sale are not likely; and (f) the sale is probable within one year.  Restaurants classified as held for sale are recorded at the lower of their carrying value or fair value less cost to sell.  We recognize estimated losses on restaurants that are classified as held for sale in Refranchising (gain) loss.

Refranchising (gain) loss includes the gains or losses from the sales of our restaurants to new and existing franchisees, including impairment charges discussed above, and the related initial franchise fees. We recognize gains on restaurant refranchisings when the sale transaction closes, the franchisee has a minimum amount of the purchase price in at-risk equity, and we are satisfied that the franchisee can meet its financial obligations.  If the criteria for gain recognition are not met, we defer the gain to the extent we have a remaining financial exposure in connection with the sales transaction.  Deferred gains are recognized when the gain recognition criteria are met or as our financial exposure is reduced.  When we make a decision to retain a store, or group of stores, previously held for sale, we revalue the store at the lower of its (a) net book value at our original sale decision date less normal depreciation and amortization that would have been recorded during the period held for sale or (b) its current fair value.  This value becomes the store’s new cost basis.  We record any resulting difference between the store’s carrying amount and its new cost basis to Closure and impairment (income) expense.

When we decide to close a restaurant, it is reviewed for impairment and depreciable lives are adjusted based on the expected disposal date.  Other costs incurred when closing a restaurant such as costs of disposing of the assets as well as other facility-related expenses from previously closed stores are generally expensed as incurred.  Additionally, at the date we cease using a property under an operating lease, we record a liability for the net present value of any remaining lease obligations, net of estimated sublease income, if any.  Any costs recorded upon store closure as well as any subsequent adjustments to liabilities for remaining lease obligations as a result of lease termination or changes in estimates of sublease income are recorded in Closures and impairment (income) expenses.   To the extent we sell assets, primarily land, associated with a closed store, any gain or loss upon that sale is also recorded in Closures and impairment (income) expenses.

Considerable management judgment is necessary to estimate future cash flows, including cash flows from continuing use, terminal value, sublease income and refranchising proceeds.  Accordingly, actual results could vary significantly from our estimates.

Impa

Impairment of Investments in Unconsolidated Affiliates.  We record impairment charges related to an investment in an unconsolidated affiliate whenever events or circumstances indicate that a decrease in the fair value of an investment has occurred which is other than temporary.  In addition, we evaluate our investments in unconsolidated affiliates for impairment when they have experienced two consecutive years of operating losses

Guarantees.  We recognize, at inception of a guarantee, a liability for the fair value of certain obligations undertaken.  The majority of our guarantees are issued as a result of assigning our interest in obligations under operating leases as a condition to the refranchising of certain Company restaurants.  We recognize a liability for the fair value of such lease guarantees upon refranchising
and upon subsequent renewals of such leases when we remain contingently liable.  The related expense and any subsequent changes in the guarantees are included in Refranchising (gain) loss.  The related expense and subsequent changes in the guarantees for other franchise support guarantees not associated with a refranchising transaction are included in Franchise and license expense.


Income Taxes.  We record deferred tax assets and liabilities for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases as well as operating loss and tax credit carryforwards.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.  Additionally, in determining the need for recording a valuation allowance against the carrying amount of deferred tax assets, we consider the amount of taxable income and periods over which it must be earned, actual levels of past taxable income and known trends and events or transactions that are expected to affect future levels of taxable income.  Where we determine that it is more likely than not that all or a portion of an asset will not be realized, we record a valuation allowance.

We recognize the benefit of positions taken or expected to be taken in our tax returns in our Income tax provision when it is more likely than not (i.e. a likelihood of more than fifty percent) that the position would be sustained upon examination by tax authorities.  A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon settlement.  Changes in judgment that result in subsequent recognition, derecognition or change in a measurement of a tax position taken in a prior annual period (including any related interest and penalties) are recognized as a discrete item in the interim period in which the change occurs.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as components of its Income tax provision.

See
Fair Value Measurements.  Fair value is the price we would receive to sell an asset or pay to transfer a liability (exit price) in an orderly transaction between market participants.  For those assets and liabilities we record or disclose at fair value, we determine fair value based upon the quoted market price, if available.  If a quoted market price is not available for identical assets, we determine fair value based upon the quoted market price of similar assets or the present value of expected future cash flows considering the risks involved, including counterparty performance risk if appropriate, and using discount rates appropriate for the duration.  The fair values are assigned a level within the fair value hierarchy, depending on the source of the inputs into the calculation.

Level 1
Inputs based upon quoted prices in active markets for identical assets.
 
 
Level 2
Inputs other than quoted prices included within Level 1 that are observable for the asset, either directly or indirectly.
 
 
Level 3
Inputs that are unobservable for the asset.

Cash and Cash Equivalents.  Cash equivalents represent funds we have temporarily invested (with original maturities not exceeding three months), including short-term, highly liquid debt securities.
Receivables.  The Company’s receivables are primarily generated as a result of ongoing business relationships with our franchisees and licensees as a result of franchise, license and lease agreements.  Trade receivables consisting of royalties from franchisees and licensees are generally due within 30 days of the period in which the corresponding sales occur and are classified as Accounts and notes receivable on our Consolidated Balance Sheets.  Our provision for uncollectible franchise and licensee receivable balances is based upon pre-defined aging criteria or upon the occurrence of other events that indicate that we may not collect the balance due.  Additionally, we monitor the financial condition of our franchisees and licensees and record provisions for estimated losses on receivables when we believe it probable that our franchisees or licensees will be unable to make their required payments.  While we use the best information available in making our determination, the ultimate recovery of recorded receivables is also dependent upon future economic events and other conditions that may be beyond our control.  Net provisions for uncollectible franchise and license trade receivables of $7 million, $3 million and $11 million were included in Franchise and license expenses in 2011, 2010 and 2009, respectively.  The allowance for doubtful accounts, net of the aforementioned provisions, decreased during 2011 primarily due to write-offs and as a result of the LJS and A&W divestitures. Trade receivables that are ultimately deemed to be uncollectible, and for which collection efforts have been exhausted, are written off against the allowance for doubtful accounts.
 
 
 
2011
 
2010
Accounts and notes receivable
 
$
308

 
$
289

Allowance for doubtful accounts
 
(22
)
 
(33
)
Accounts and notes receivable, net
 
$
286

 
$
256


 
Our financing receivables primarily consist of notes receivables and direct financing leases with franchisees which we enter into from time to time.  As these receivables primarily relate to our ongoing business agreements with franchisees and licensees, we consider such receivables to have similar risk characteristics and evaluate them as one collective portfolio segment and class for determining the allowance for doubtful accounts.  We monitor the financial condition of our franchisees and licensees and record provisions for estimated losses on receivables when we believe it probable that our franchisees or licensees will be unable to make their required payments.  Balances of notes receivable and direct financing leases due within one year are included in Accounts and Notes Receivable while amounts due beyond one year are included in Other assets.  Amounts included in Other assets totaled $15 million (net of an allowance of $4 million) and $57 million (net of an allowance of $30 million) at December 31, 2011 and December 25, 2010, respectively.    The decline was primarily due to direct financing lease receivables sold as part of the LJS and A&W divestitures. Financing receivables that are ultimately deemed to be uncollectible, and for which collection efforts have been exhausted, are written off against the allowance for doubtful accounts.  Interest income recorded on financing receivables has tradi

Inventories.  We value our inventories at the lower of cost (computed on the first-in, first-out method) or market

Property, Plant and Equipment.  We state property, plant and equipment at cost less accumulated depreciation and amortization.  We calculate depreciation and amortization on a straight-line basis over the estimated useful lives of the assets as follows:  5 to 25 years for buildings and improvements, 3 to 20 years for machinery and equipment and 3 to 7 years for capitalized software costs.  As discussed above, we suspend depreciation and amortization on assets related to restaurants that are held for sale

Leases and Leasehold Improvements.  The Company leases land, buildings or both for nearly 6,200 of its restaurants worldwide.  Lease terms, which vary by country and often include renewal options, are an important factor in determining the appropriate accounting for leases including the initial classification of the lease as capital or operating and the timing of recognition of rent expense over the duration of the lease.  We include renewal option periods in determining the term of our leases when failure to renew the lease would impose a penalty on the Company in such an amount that a renewal appears to be reasonably assured at the inception of the lease.  The primary penalty to which we are subject is the economic detriment associated with the existence of leasehold improvements which might be impaired if we choose not to continue the use of the leased property.  Leasehold improvements, which are a component of buildings and improvements described above, are amortized over the shorter of their estimated useful lives or the lease term.  We generally do not receive leasehold improvement incentives upon opening a store that is subject to a lease.

We expense rent associated with leased land or buildings while a restaurant is being constructed whether rent is paid or we are subject to a rent holiday.  Additionally, certain of the Company's operating leases contain predetermined fixed escalations of the minimum rent during the lease term.  For leases with fixed escalating payments and/or rent holidays, we record rent expense on a straight-line basis over the lease term, including any option periods considered in the determination of that lease term.  Contingent rentals are generally based on sales levels in excess of stipulated amounts, and thus are not considered minimum lease payments and are included in rent expense when attainment of the contingency is considered probable (e.g. when Company sales occur).

Interna

Internal Development Costs and Abandoned Site Costs.  We capitalize direct costs associated with the site acquisition and construction of a Company unit on that site, including direct internal payroll and payroll-related costs.  Only those site-specific costs incurred subsequent to the time that the site acquisition is considered probable are capitalized.  If we subsequently make a determination that a site for which internal development costs have been capitalized will not be acquired or developed, any previously capitalized internal development costs are expensed and included in G&A expenses

Goodwill and Intangible Assets.  From time to time, the Company acquires restaurants from one of our Concept’s franchisees or acquires another business.  Goodwill from these acquisitions represents the excess of the cost of a business acquired over the net of the amounts assigned to assets acquired, including identifiable intangible assets and liabilities assumed.  Goodwill is not amortized and has been assigned to reporting units for purposes of impairment testing.  Our reporting units are our operating segments in the U.S. (see Note 18), our YRI business units (typically individual countries) and our China Division brands.  We evaluate goodwill for impairment on an annual basis or more often if an event occurs or circumstances change that indicate impairments might exist.  Goodwill impairment tests consist of a comparison of each reporting unit’s fair value with its carrying value.  Fair value is the price a willing buyer would pay for a reporting unit, and is generally estimated using discounted expected future after-tax cash flows from Company operations and franchise royalties.  The discount rate is our estimate of the required rate of return that a third-party buyer would expect to receive when purchasing a business from us that constitutes a reporting unit.  We believe the discount rate is commensurate with the risks and uncertainty inherent in the forecasted cash flows.  If the carrying value of a reporting unit exceeds its fair value, goodwill is written down to its implied fair value.  We have selected the beginning of our fourth quarter as the date on which to perform our ongoing annual impairment test for goodwill.

If we record goodwill upon acquisition of a restaurant(s) from a franchisee and such restaurant(s) is then sold within two years of acquisition, the goodwill associated with the acquired restaurant(s) is written off in its entirety.  If the restaurant is refranchised two years or more subsequent to its acquisition, we include goodwill in the carrying amount of the restaurants disposed of based on the relative fair values of the portion of the reporting unit disposed of in the refranchising and the portion of the reporting unit that will be retained.  The fair value of the portion of the reporting unit disposed of in a refranchising is determined by reference to the discounted value of the future cash flows expected to be generated by the restaurant and retained by the franchisee, which includes a deduction for the anticipated, future royalties the franchisee will pay us associated with the franchise agreement entered into simultaneously with the refranchising transition.  Appropriate adjustments are made if such franchise agreement includes terms that are determined to not be at prevailing market rates.  The fair value of the reporting unit retained is based on the price a willing buyer would pay for the reporting unit and includes the value of franchise agreements.  As such, the fair value of the reporting unit retained can include expected cash flows from future royalties from those restaurants currently being refranchised, future royalties from existing franchise businesses and company restaurant operations.  As a result, the percentage of a reporting unit’s goodwill that will be written off in a refranchising transaction will be less than the percentage of the reporting unit’s company restaurants that are refranchised in that transaction and goodwill can be allocated to a reporting unit with only franchise restaurants.

We evaluate the remaining useful life of an intangible asset that is not being amortized each reporting period to determine whether events and circumstances continue to support an indefinite useful life.  If an intangible asset that is not being amortized is subsequently determined to have a finite useful life, we amortize the intangible asset prospectively over its estimated remaining useful life.  Intangible assets that are deemed to have a definite life are amortized on a straight-line basis to their residual value.

For indefinite-lived intangible assets, our impairment test consists of a comparison of the fair value of an intangible asset with its carrying amount.  Fair value is an estimate of the price a willing buyer would pay for the intangible asset and is generally estimated by discounting the expected future after-tax cash flows associated with the intangible asset.  We also perform our annual test for impairment of our indefinite-lived intangible assets at the beginning of our fourth quarter.

Our definite-lived intangible assets that are not allocated to an individual restaurant are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the intangible asset may not be recoverable.  An intangible asset that is deemed not recoverable on a undiscounted basis is written down to its estimated fair value, which is our estimate of the price a willing buyer would pay for the intangible asset based on discounted expected future after-tax cash flows.  For purposes of our impairment analysis, we update the cash flows that were initially used to value the definite-lived intangible asset to reflect our current estimates and assumptions over the asset’s future remaining life.

Derivative Financial Instruments.  We use derivative instruments primarily to hedge interest rate and foreign currency risks.  These derivative contracts are entered into with financial institutions.  We do not use derivative instruments for trading purposes and we have procedures in place to monitor and control their use.

We record all derivative instruments on our Consolidated Balance Sheet at fair value.  For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative instrument as well as the offsetting gain or loss on the hedged item attributable to the hedged risk are recognized in the results of operations.  For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings.  For derivative instruments that are designated and qualify as a net investment hedge, the effective portion of the gain or loss on the derivative instrument is reported in the foreign currency translation component of other comprehensive income (loss).  Any ineffective portion of the gain or loss on the derivative instrument for a cash flow hedge or net investment hedge is recorded in the results of operations immediately.  For derivative instruments not designated as hedging instruments, the gain or loss is recognized in the results of operations immediately.  See Note 12 for a discussion of our use of derivative instruments, management of credit risk inherent in derivative instruments and fair value information.

Com

Common Stock Share Repurchases.  From time to time, we repurchase shares of our Common Stock under share repurchase programs authorized by our Board of Directors.  Shares repurchased constitute authorized, but unissued shares under the North Carolina laws under which we are incorporated.  Additionally, our Common Stock has no par or stated value.  Accordingly, we record the full value of share repurchases, upon the trade date, against Common Stock on our Consolidated Balance Sheet except when to do so would result in a negative balance in such Common Stock account.  In such instances, on a period basis, we record the cost of any further share repurchases as a reduction in retained earnings

Pension and Post-retirement Medical Benefits.  We measure and recognize the overfunded or underfunded status of our pension and post-retirement plans as an asset or liability in our Consolidated Balance Sheet as of our fiscal year end.  The funded status represents the difference between the projected benefit obligations and the fair value of plan assets.  The projected benefit obligation is the present value of benefits earned to date by plan participants, including the effect of future salary increases, as applicable.  The difference between the projected benefit obligations and the fair value of plan assets that has not previously been recognized in our Consolidated Statement of Income is recorded as a component of Accumulated other comprehensive income (loss).

Summary of Significant Accounting Policies (Tables)
Accounts and notes receivable, net
 
 
2011
 
2010
Accounts and notes receivable
 
$
308

 
$
289

Allowance for doubtful accounts
 
(22
)
 
(33
)
Accounts and notes receivable, net
 
$
286

 
$
256

Earnings Per Common Share ("EPS") (Tables)
Earnings Per Common Share
 
 
2011
 
2010
 
2009
Net Income – YUM! Brands, Inc.
 
$
1,319

 
$
1,158

 
$
1,071

Weighted-average common shares outstanding (for basic calculation)
 
469

 
474

 
471

Effect of dilutive share-based employee compensation
 
12

 
12

 
12

Weighted-average common and dilutive potential common shares outstanding (for diluted calculation)
 
481

 
486

 
483

Basic EPS
 
$
2.81

 
$
2.44

 
$
2.28

Diluted EPS
 
$
2.74

 
$
2.38

 
$
2.22

Unexercised employee stock options and stock appreciation rights (in millions) excluded from the diluted EPS computation(a)
 
4.2

 
2.2

 
13.3


(a)
These unexercised employee stock options and stock appreciation rights were not included in the computation of diluted EPS because to do so would have been antidilutive for the periods presented.
Items Affecting Comparability of Net Income and Cash Flows (Tables)
The following table summarizes the 2011 and 2010 activity related to reserves for remaining lease obligations for closed stores.

 
 
Beginning Balance
 
Amounts Used
 
New Decisions
 
Estimate/Decision Changes
 
CTA/
Other
 
Ending Balance
2011 Activity
 
$
28

 
(12
)
 
17

 
2

 
(1
)
 
$
34

2010 Activity
 
$
27

 
(12
)
 
8

 

 
5

 
$
28

The Refranchising (gain) loss by reportable segment is presented below. We do not allocate such gains and losses to our segments for performance reporting purposes.

 
 
Refranchising (gain) loss
 
 
 
 
 
 
 
2011
 
2010
 
2009
 
 
 
 
 
China
 
$
(14
)
 
$
(8
)
 
$
(3
)
 
 
 
 
 
YRI (a)(b)(c)
 
69

 
53

 
11

 
 
 
 
 
U.S. (d)
 
17

 
18

 
(34
)
 
 
 
 
 
Worldwide
 
$
72

 
$
63

 
$
(26
)
 
 
 
 
 


(a)
During the year ended December 31, 2011 we decided to refranchise or close all of our remaining Company-operated Pizza Hut restaurants in the UK market. While an asset group comprising approximately 350 dine-in restaurants did not meet the criteria for held-for-sale classification as of December 31, 2011, our- decision to sell was considered an impairment indicator. As such we reviewed this asset group for potential impairment and determined that its carrying value was not recoverable based upon our estimate of expected refranchising proceeds and holding period cash flows anticipated while we continue to operate the restaurants as company units.  Accordingly, we wrote this asset group down to our estimate of its fair value, which is based on the sales price we would expect to receive from a buyer.  This fair value determination considered current market conditions, trends in the Pizza Hut UK business, and prices for similar transactions in the restaurant industry and resulted in a non-cash pre-tax write-down of $74 million which was recorded to Refranchising (gain) loss. This impairment charge decreased depreciation expense versus what would have otherwise been recorded by $3 million in 2011. This depreciation reduction was not allocated to the YRI segment, resulting in depreciation expense in the YRI segment results continuing to be recorded at the rate at which it was prior to the impairment charges being recorded for these restaurants. We will continue to review the asset group for any further necessary impairment until the date it is sold.  The write-down does not include any allocation of the Pizza Hut UK reporting unit goodwill in the asset group carrying value.  This additional non-cash write-down would be recorded, consistent with our historical policy, if the asset group ultimately meets the criteria to be classified as held for sale.  Upon the ultimate sale of the restaurants, depending on the form of the transaction, we could also be required to record a charge for the fair value of any guarantee of future lease payments for any leases we assign to a franchisee and for the cumulative foreign currency translation adjustment associated with Pizza Hut UK. The decision to refranchise or close all remaining Pizza Hut restaurants in the UK was considered to be a goodwill impairment indicator. We determined that the fair value of our Pizza Hut UK reporting unit exceeded its carrying value and as such there was no impairment of the approximately $100 million in goodwill attributable to the reporting unit.

(b)
In the year ended December 25, 2010 we recorded a $52 million loss on the refranchising of our Mexico equity market as we sold all of our Company-owned restaurants, comprised of 222 KFCs and 123 Pizza Huts, to an existing Latin American franchise partner.  The buyer is serving as the master franchisee for Mexico which had 102 KFC and 53 Pizza Hut franchise restaurants at the time of the transaction.  The write-off of goodwill included in this loss was minimal as our Mexico reporting unit included an insignificant amount of goodwill.  This loss did not result in any related income tax benefit.

(c)
During the year ended December 26, 2009 we recognized a non-cash $10 million refranchising loss as a result of our decision to offer to refranchise our KFC Taiwan equity market.  During the year ended December 25, 2010 we refranchised all of our remaining company restaurants in Taiwan, which consisted of 124 KFCs.  We included in our December 25, 2010 financial statements a non-cash write-off of $7 million of goodwill in determining the loss on refranchising of Taiwan.  Neither of these losses resulted in a related income tax benefit. The amount of goodwill write-off was based on the relative fair values of the Taiwan business disposed of and the portion of the business that was retained.  The fair value of the business disposed of was determined by reference to the discounted value of the future cash flows expected to be generated by the restaurants and retained by the franchisee, which include a deduction for the anticipated royalties the franchisee will pay the Company associated with the franchise agreement entered into in connection with this refranchising transaction. The fair value of the Taiwan business retained consists of expected, net cash flows to be derived from royalties from franchisees, including the royalties associated with the franchise agreement entered into in connection with this refranchising transaction.  We believe the terms of the franchise agreement entered into in connection with the Taiwan refranchising are substantially consistent with market.  The remaining carrying value of goodwill related to our Taiwan business of $30 million, after the aforementioned write-off, was determined not to be impaired as the fair value of the Taiwan reporting unit exceeded its carrying amount.

(d)
U.S. refranchising losses in the years ended December 31, 2011 and December 25, 2010 are primarily due to losses on sales of and offers to refranchise KFCs in the U.S.  There were approximately 250 and 600 KFC restaurants offered for refranchising as of December 31, 2011 and December 25, 2010, respectively. While we did not yet believe these KFCs met the criteria to be classified as held for sale, we did, consistent with our historical practice, review the restaurants for impairment as a result of our offer to refranchise.  We recorded impairment charges where we determined that the carrying value of restaurant groups to be sold was not recoverable based upon our estimate of expected refranchising proceeds and holding period cash flows anticipated while we continue to operate the restaurants as company units.  For those restaurant groups deemed impaired, we wrote such restaurant groups down to our estimate of their fair values, which were based on the sales price we would expect to receive from a franchisee for each restaurant group.  This fair value determination considered current market conditions, real-estate values, trends in the KFC U.S. business, prices for similar transactions in the restaurant industry and preliminary offers for the restaurant groups to date.  The non-cash impairment charges that were recorded related to our offers to refranchise these company-operated KFC restaurants in the U.S. decreased depreciation expense versus what would have otherwise been recorded by $10 million and $9 million in the years ended December 31, 2011 and December 25, 2010, respectively. These depreciation reductions were not allocated to the U.S. segment resulting in depreciation expense in the U.S. segment results continuing to be recorded at the rate at which it was prior to the impairment charges being recorded for these restaurants.  We will continue to review the restaurant groups for any further necessary impairment until the date they are sold.  The aforementioned non-cash impairment charges do not include any allocation of the KFC reporting unit goodwill in the restaurant group carrying value.  This additional non-cash write-down would be recorded, consistent with our historical policy, if the restaurant groups, or any subset of the restaurant groups, ultimately meet the criteria to be classified as held for sale.  We will also be required to record a charge for the fair value of our guarantee of future lease payments for leases we assign to the franchisee upon any sale.
Store closure (income) costs and Store impairment charges by reportable segment are presented below. These tables exclude $80 million of net losses recorded in 2011 related to the LJS and A&W divestitures and a $26 million goodwill impairment charge recorded in 2009 related to the LJS and A&W businesses we previously owned. Neither of these amounts were allocated to segments for performance reporting purposes:

 
 
2011
 
 
China
 
YRI
 
U.S.
 
Worldwide
Store closure (income) costs(a)
 
$
(1
)
 
$
4

 
$
4

 
$
7

Store impairment charges
 
13

 
18

 
17

 
48

Closure and impairment (income) expenses
 
$
12

 
$
22

 
$
21

 
$
55


 
 
2010
 
 
China
 
YRI
 
U.S.
 
Worldwide
Store closure (income) costs(a)
 
$

 
$
2

 
$
3

 
$
5

Store impairment charges
 
16

 
12

 
14

 
42

Closure and impairment (income) expenses
 
$
16

 
$
14

 
$
17

 
$
47


 
 
2009
 
 
China
 
YRI
 
U.S.
 
Worldwide
Store closure (income) costs(a)
 
$
(4
)
 
$

 
$
13

 
$
9

Store impairment charges (b)
 
13

 
22

 
33

 
68

Closure and impairment (income) expenses
 
$
9

 
$
22

 
$
46

 
$
77



(a)
Store closure (income) costs include the net gain or loss on sales of real estate on which we formerly operated a Company restaurant that was closed, lease reserves established when we cease using a property under an operating lease and subsequent adjustments to those reserves and other facility-related expenses from previously closed stores.

(b)
The 2009 store impairment charges for YRI include $12 million of goodwill impairment for our Pizza Hut South Korea market.  

Supplemental Cash Flow Data (Tables)
Cash paid for interest and income taxes, and significant non-cash investing and financing activities
 
 
2011
 
2010
 
2009
Cash Paid For:
 
 
 
 
 
 
Interest
 
$
199

 
$
190

 
$
209

Income taxes
 
349

 
357

 
308

Significant Non-Cash Investing and Financing Activities:
 
 
 
 
 
 
Capital lease obligations incurred
 
$
58

 
$
16

 
$
7

Increase (decrease) in accrued capital expenditures
 
55

 
51

 
(17
)
Franchise and License Fees and Income (Tables)
Franchise and License Fees and Income
 
 
2011
 
2010
 
2009
Initial fees, including renewal fees
 
$
68

 
$
54

 
$
57

Initial franchise fees included in Refranchising (gain) loss
 
(21
)
 
(15
)
 
(17
)
 
 
47

 
39

 
40

Continuing fees and rental income
 
1,686

 
1,521

 
1,383

 
 
$
1,733

 
$
1,560

 
$
1,423

Other (Income) Expense (Tables)
Other (Income) Expense Table
 
 
2011
 
2010
 
2009
Equity income from investments in unconsolidated affiliates
 
$
(47
)
 
$
(42
)
 
$
(36
)
Gain upon consolidation of a former unconsolidated affiliate in China(a)
 

 

 
(68
)
Foreign exchange net (gain) loss and other
 
(6
)
 
(1
)
 

Other (income) expense
 
$
(53
)
 
$
(43
)
 
$
(104
)

(a)
See Note 4 for further discussion of the consolidation of a former unconsolidated affiliate in Shanghai, China.

Supplemental Balance Sheet Information (Tables)
Prepaid Expenses and Other Current Assets
 
2011
 
2010
Income tax receivable
 
$
150

 
$
115

Assets held for sale
 
24

 
23

Other prepaid expenses and current assets
 
164

 
131

 
 
$
338

 
$
269

Property, Plant and Equipment
 
2011
 
2010
Land
 
$
527

 
$
542

Buildings and improvements
 
3,856

 
3,709

Capital leases, primarily buildings
 
316

 
274

Machinery and equipment
 
2,568

 
2,578

Property, Plant and equipment, gross
 
7,267

 
7,103

Accumulated depreciation and amortization
 
(3,225
)
 
(3,273
)
Property, Plant and equipment, net
 
$
4,042

 
$
3,830

Accounts Payable and Other Current Liabilities
 
2011
 
2010
Accounts payable
 
$
712

 
$
540

Accrued capital expenditures
 
229

 
174

Accrued compensation and benefits
 
440

 
357

Dividends payable
 
131

 
118

Accrued taxes, other than income taxes
 
112

 
95

Other current liabilities
 
250

 
318

 
 
$
1,874

 
$
1,602

Goodwill and Intangible Assets (Tables)
The changes in the carrying amount of goodwill are as follows:

 
 
China
 
YRI
 
U.S.
 
Worldwide
Balance as of December 26, 2009
 
 
 
 
 
 
 
 
Goodwill, gross
 
$
82

 
$
249

 
$
352

 
$
683

Accumulated impairment losses
 

 
(17
)
 
(26
)
 
(43
)
Goodwill, net
 
82

 
232

 
326

 
640

Acquisitions (a)
 

 
37

 

 
37

Disposals and other, net(b)
 
3

 
(17
)
 
(4
)
 
(18
)
Balance as of December 25, 2010
 
 
 
 
 
 
 
 
Goodwill, gross
 
85

 
269

 
348

 
702

Accumulated impairment losses
 

 
(17
)
 
(26
)
 
(43
)
Goodwill, net
 
85

 
252

 
322

 
659

Acquisitions(c)
 

 
32

 

 
32

Disposals and other, net(b)
 
3

 
(2
)
 
(11
)
 
(10
)
Balance as of December 31, 2011(d)
 
 
 
 
 
 
 
 
Goodwill, gross
 
88

 
299

 
311

 
698

Accumulated impairment losses
 

 
(17
)
 

 
(17
)
Goodwill, net
 
$
88

 
$
282

 
$
311

 
$
681


(a)
We recorded goodwill in our YRI segment related to the July 1, 2010 exercise of our option with our Russian partner to purchase their interest in the co-branded Rostik’s-KFC restaurants across Russia and the Commonwealth of Independent States.  See Note 4.

(b)
Disposals and other, net includes the impact of foreign currency translation on existing balances and goodwill write-offs associated with refranchising.

(c)
We recorded goodwill in our YRI segment related to the acquisition of 68 stores in South Africa. See Note 4.

(d)
As a result of the LJS and A&W divestitures in 2011, we disposed of $26 million of goodwill that was fully impaired in 2009.

Intangible assets, net for the years ended 2011 and 2010 are as follows:

 
 
 
2011
 
2010
 
 
Gross Carrying Amount
 
Accumulated Amortization
 
Gross Carrying Amount
 
Accumulated Amortization
Definite-lived intangible assets
 
 
 
 
 
 
 
 
Franchise contract rights
 
$
130

 
$
(77
)
 
$
163

 
$
(83
)
Trademarks/brands
 
28

 
(12
)
 
234

 
(57
)
Lease tenancy rights
 
58

 
(12
)
 
56

 
(12
)
Favorable operating leases
 
29

 
(13
)
 
27

 
(10
)
Reacquired franchise rights
 
167

 
(33
)
 
143

 
(20
)
Other
 
5

 
(2
)
 
5

 
(2
)
 
 
$
417

 
$
(149
)
 
$
628

 
$
(184
)
 
 
 
 
 
 
 
 
 
Indefinite-lived intangible assets
 
 
 
 
 
 
 
 
Trademarks/brands
 
$
31

 
 
 
$
31

 
 
Short-term Borrowings and Long-term Debt (Tables)
 
 
2011
 
2010
Short-term Borrowings
 
 
 
 
Current maturities of long-term debt
 
$
315

 
$
668

Current portion of fair value hedge accounting adjustment (See Note 12)
 
5

 
5

Unsecured International Revolving Credit Facility, expires November 2012
 

 

Unsecured Revolving Credit Facility, expires November 2012
 

 

 
 
$
320

 
$
673

 
 
 
 
 
Long-term Debt
 
 
 
 
Senior Unsecured Notes
 
$
3,012

 
$
3,257

Capital lease obligations (See Note 11)
 
279

 
236

Other
 

 
64

 
 
3,291

 
3,557

Less current maturities of long-term debt
 
(315
)
 
(668
)
Long-term debt excluding long-term portion of hedge accounting adjustment
 
2,976

 
2,889

Long-term portion of fair value hedge accounting adjustment (See Note 12)
 
21

 
26

Long-term debt including hedge accounting adjustment
 
$
2,997

 
$
2,915

The annual maturities of short-term borrowings and long-term debt as of December 31, 2011, excluding capital lease obligations of $279 million and fair value hedge accounting adjustments of $26 million, are as follows:
 
Year ended:
 
2012
$
263

2013

2014
56

2015
250

2016
300

Thereafter
2,150

Total
$
3,019

The following table summarizes all Senior Unsecured Notes issued that remain outstanding at December 31, 2011:

 
 
 
 
 
 
Interest Rate
Issuance Date(a)
 
Maturity Date
 
Principal Amount (in millions)
 
Stated
 
Effective(b)
June 2002
 
July 2012
 
$
263

 
7.70%
 
8.06%
April 2006
 
April 2016
 
$
300

 
6.25%
 
6.03%
October 2007
 
March 2018
 
$
600

 
6.25%
 
6.38%
October 2007
 
November 2037
 
$
600

 
6.88%
 
7.29%
August 2009
 
September 2015
 
$
250

 
4.25%
 
4.44%
August 2009
 
September 2019
 
$
250

 
5.30%
 
5.59%
August 2010
 
November 2020
 
$
350

 
3.88%
 
4.01%
August 2011
 
November 2021
 
$
350

 
3.75%
 
3.88%
September 2011
 
September 2014
 
$
56

 
2.38%
 
2.92%

(a)
Interest payments commenced six months after issuance date and are payable semi-annually thereafter.

(b)
Includes the effects of the amortization of any (1) premium or discount; (2) debt issuance costs; and (3) gain or loss upon settlement of related treasury locks and forward-starting interest rate swaps utilized to hedge the interest rate risk prior to the debt issuance.  Excludes the effect of any swaps that remain outstanding as described in Note 12.

Leases (Tables)
Future minimum commitments and amounts to be received as lessor or sublessor under non-cancelable leases are set forth below:
 
 
Commitments
 
Lease Receivables
 
 
 
Capital
 
 
Operating
 
Direct
 Financing
 
 
Operating
2012
 
$
65

 
$
612

 
$
3

 
$
49

2013
 
27

 
578

 
2

 
42

2014
 
26

 
538

 
2

 
39

2015
 
26

 
494

 
2

 
35

2016
 
26

 
462

 
2

 
31

Thereafter
 
267

 
2,653

 
14

 
139

 
 
$
437

 
$
5,337

 
$
25

 
$
335

The details of rental expense and income are set forth below:
 
 
2011
 
2010
 
2009
Rental expense
 
 
 
 
 
 
Minimum
 
$
625

 
$
565

 
$
541

Contingent
 
233

 
158

 
123

 
 
$
858

 
$
723

 
$
664

Rental income
 
$
66

 
$
44

 
$
38

Derivative Instruments (Tables)
The fair values of derivatives designated as hedging instruments for the years ended December 31, 2011 and December 25, 2010 were:
 
 
Fair Value
 
Consolidated Balance Sheet Location
 
 
2011
 
2010
 
 
Interest Rate Swaps - Asset
 
$
10

 
$
8

 
Prepaid expenses and other current assets
Interest Rate Swaps - Asset
 
22

 
33

 
Other assets
Foreign Currency Forwards - Asset
 
3

 
7

 
Prepaid expenses and other current assets
Foreign Currency Forwards - Liability
 
(1
)
 
(3
)
 
Accounts payable and other current liabilities
Total
 
$
34

 
$
45

 
 
For our foreign currency forward contracts the following effective portions of gains and losses were recognized into Other Comprehensive Income (“OCI”) and reclassified into income from OCI in the years ended December 31, 2011 and December 25, 2010.
 
 
2011
 
2010
Gains (losses) recognized into OCI, net of tax
 
$
2

 
$
32

Gains (losses) reclassified from Accumulated OCI into income, net of tax
 
$
1

 
$
33

Fair Value Disclosures (Tables)
The following table presents fair values for those assets and liabilities measured at fair value on a recurring basis and the level within the fair value hierarchy in which the measurements fall.  No transfers among the levels within the fair value hierarchy occurred during the years ended December 31, 2011 or December 25, 2010.

 
 
Fair Value
 
 
Level
 
2011
 
2010
Foreign Currency Forwards, net
 
2

 
$
2

 
$
4

Interest Rate Swaps, net
 
2

 
32

 
41

Other Investments
 
1

 
15

 
14

Total
 
 
 
$
49

 
$
59

The following tables present the fair values for those assets and liabilities measured at fair value during 2011 or 2010 on a non-recurring basis, and that remain on our Consolidated Balance Sheet as of December 31, 2011 or December 25, 2010. Total losses include losses recognized from all non-recurring fair value measurements during the years ended December 31, 2011 and December 25, 2010 for assets and liabilities that remain on our Consolidated Balance Sheet as of December 31, 2011 or December 25, 2010:

 
 
 
 
Fair Value Measurements Using
 
Total Losses
 
 
As of
December 31, 2011
 
Level 1
 
Level 2
 
Level 3
 
2011
Long-lived assets held for use
 
$
50

 

 

 
50

 
128

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair Value Measurements Using
 
Total Losses
 
 
As of
December 25, 2010
 
Level 1
 
Level 2
 
Level 3
 
2010
Long-lived assets held for use
 
$
184

 

 

 
184

 
110

 
 
 
 
 
 
 
 
 
 
 
Pension, Retiree Medical and Retiree Savings Plans (Tables)
The following chart summarizes the balance sheet impact, as well as benefit obligations, assets, and funded status associated with our U.S. pension plans and significant International pension plans.  The actuarial valuations for all plans reflect measurement dates coinciding with our fiscal year ends.

 
 
U.S. Pension Plans
 
International Pension Plans
 
 
2011
 
2010
 
2011
 
2010
Change in benefit obligation
 
 
 
 
 
 
 
 
Benefit obligation at beginning of year
 
$
1,108

 
$
1,010

 
$
187

 
$
176

Service cost
 
24

 
25

 
5

 
6

Interest cost
 
64

 
62

 
10

 
9

Participant contributions
 

 

 
1

 
2

 
 
 
 
 
 
 
 
 
Curtailment gain
 
(7
)
 
(2
)
 
(10
)
 

Settlement loss
 

 
1

 

 

Special termination benefits
 
5

 
1

 

 

Exchange rate changes
 

 

 
1

 
(9
)
Benefits paid
 
(40
)
 
(57
)
 
(2
)
 
(4
)
Settlement payments
 

 
(9
)
 

 

Actuarial (gain) loss
 
227

 
77

 
(5
)
 
7

Benefit obligation at end of year
 
$
1,381

 
$
1,108

 
$
187

 
$
187

Change in plan assets
 
 
 
 
 
 
 
 
Fair value of plan assets at beginning of year
 
$
907

 
$
835

 
$
164

 
$
141

Actual return on plan assets
 
83

 
108

 
10

 
14

Employer contributions
 
53

 
35

 
10

 
17

Participant contributions
 

 

 
1

 
2

Settlement payments
 

 
(9
)
 

 

Benefits paid
 
(40
)
 
(57
)
 
(2
)
 
(4
)
Exchange rate changes
 

 

 

 
(6
)
Administrative expenses
 
(5
)
 
(5
)
 

 

Fair value of plan assets at end of year
 
$
998

 
$
907

 
$
183

 
$
164

 
Funded status at end of year
 
$
(383
)
 
$
(201
)
 
$
(4
)
 
$
(23
)
Amounts recognized in the Consolidated Balance Sheet:
 
 
U.S. Pension Plans
 
International Pension Plans
 
 
2011
 
2010
 
2011
 
2010
Accrued benefit asset - non-current
 
$

 
$

 
$
8

 
$

Accrued benefit liability – current
 
(14
)
 
(10
)
 

 

Accrued benefit liability – non-current
 
(369
)
 
(191
)
 
(12
)
 
(23
)
 
 
$
(383
)
 
$
(201
)
 
$
(4
)
 
$
(23
)
Amounts recognized as a loss in Accumulated Other Comprehensive Income:
 
 
U.S. Pension Plans
 
International Pension Plans
 
 
2011
 
2010
 
2011
 
2010
Actuarial net loss
 
$
540

 
$
359

 
$
30

 
$
46

Prior service cost
 
3

 
4

 

 

 
 
$
543

 
$
363

 
$
30

 
$
46

Information for pension plans with an accumulated benefit obligation in excess of plan assets:
 
 
U.S. Pension Plans
 
International Pension Plans
 
 
2011
 
2010
 
2011
 
2010
Projected benefit obligation
 
$
1,381

 
$
1,108

 
$

 
$

Accumulated benefit obligation
 
1,327

 
1,057

 

 

Fair value of plan assets
 
998

 
907

 

 

Information for pension plans with a projected benefit obligation in excess of plan assets:
 
 
U.S. Pension Plans
 
International Pension Plans
 
 
2011
 
2010
 
2011
 
2010
Projected benefit obligation
 
$
1,381

 
$
1,108

 
$
99

 
$
187

Accumulated benefit obligation
 
1,327

 
1,057

 
87

 
155

Fair value of plan assets
 
998

 
907

 
87

 
164

Components of net periodic benefit cost:
 
 
U.S. Pension Plans
 
International Pension Plans
Net periodic benefit cost
 
2011
 
2010
 
2009
 
2011
 
2010
 
2009
Service cost
 
$
24

 
$
25

 
$
26

 
$
5

 
$
6

 
$
5

Interest cost
 
64

 
62

 
58

 
10

 
9

 
7

Amortization of prior service cost(a)
 
1

 
1

 
1

 

 

 

Expected return on plan assets
 
(71
)
 
(70
)
 
(59
)
 
(12
)
 
(9
)
 
(7
)
Amortization of net loss
 
31

 
23

 
13

 
2

 
2

 
2

Net periodic benefit cost
 
$
49

 
$
41

 
$
39

 
$
5

 
$
8

 
$
7

Additional loss recognized due to:
Settlement(b)
 
$

 
$
3

 
$
2

 
$

 
$

 
$

Special termination benefits(c)
 
$
5

 
$
1

 
$
4

 
$

 
$

 
$


(a)
Prior service costs are amortized on a straight-line basis over the average remaining service period of employees expected to receive benefits.

(b)
Settlement loss results from benefit payments from a non-funded plan exceeding the sum of the service cost and interest cost for that plan during the year.

(c)
Special termination benefits primarily related to the U.S. business transformation measures taken in 2011, 2010 and 2009.
Pension losses in accumulated other comprehensive income (loss):
 
 
U.S. Pension Plans
 
International Pension Plans
 
 
2011
 
2010
 
2011
 
2010
Beginning of year
 
$
363

 
$
346

 
$
46

 
$
48

Net actuarial (gain) loss
 
219

 
43

 
(5
)
 
2

Curtailment gain
 
(7
)
 
(2
)
 
(10
)
 

Amortization of net loss
 
(31
)
 
(23
)
 
(2
)
 
(2
)
Amortization of prior service cost
 
(1
)
 
(1
)
 

 

Exchange rate changes
 

 

 
1

 
(2
)
End of year
 
$
543

 
$
363

 
$
30

 
$
46

Weighted-average assumptions used to determine benefit obligations at the measurement dates:
 
 
U.S. Pension Plans
 
International Pension Plans
 
 
2011
 
2010
 
2011
 
2010
Discount rate
 
4.90
%
 
5.90
%
 
4.75
%
 
5.40
%
Rate of compensation increase
 
3.75
%
 
3.75
%
 
3.85
%
 
4.42
%

Weighted-average assumptions used to determine the net periodic benefit cost for fiscal years:
 
 
U.S. Pension Plans
 
International Pension Plans
 
 
2011
 
2010
 
2009
 
2011
 
2010
 
2009
Discount rate
 
5.90
%
 
6.30
%
 
6.50
%
 
5.40
%
 
5.50
%
 
5.51
%
Long-term rate of return on plan assets
 
7.75
%
 
7.75
%
 
8.00
%
 
6.64
%
 
6.66
%
 
7.20
%
Rate of compensation increase
 
3.75
%
 
3.75
%
 
3.75
%
 
4.41
%
 
4.42
%
 
4.12
%
The fair values of our pension plan assets at December 31, 2011 by asset category and level within the fair value hierarchy are as follows:

 
 
U.S. Pension
Plans
 
International
Pension Plans
Level 1:
 
 
 
 
Cash(a)
 
$
1

 
$

Level 2:
 
 
 
 
Cash Equivalents(a)
 
62

 

Equity Securities – U.S. Large cap(b)
 
324

 

Equity Securities – U.S. Mid cap(b)
 
54

 

Equity Securities – U.S. Small cap(b)
 
54

 

Equity Securities – Non-U.S.(b)
 
88

 
109

Fixed Income Securities – U.S. Corporate(b)
 
263

 

Fixed Income Securities – Non-U.S. Corporate(b)
 

 
23

Fixed Income Securities – U.S. Government and Government Agencies(c)
 
164

 

Fixed Income Securities – Other(b)(c)
 
39

 
11

Other Investments(b)
 

 
40

Total fair value of plan assets(d)
 
$
1,049

 
$
183


(a)
Short-term investments in money market funds

(b)
Securities held in common trusts

(c)
Investments held by the Plan are directly held

(d)
Excludes net payable of $51 million in the U.S. for purchases of assets included in the above that were settled after year end
The benefits expected to be paid in each of the next five years and in the aggregate for the five years thereafter are set forth below:

Year ended:
 
U.S.
Pension Plans
 
International
Pension Plans
2012
 
$
68

 
$
1

2013
 
50

 
1

2014
 
47

 
1

2015
 
50

 
1

2016
 
51

 
1

2017 - 2021
 
309

 
8


Share-based and Deferred Compensation Plans (Tables)
We estimated the fair value of each stock option and SAR award as of the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

 
 
2011
 
2010
 
2009
Risk-free interest rate
 
2.0
%
 
2.4
%
 
1.9
%
Expected term (years)
 
5.9

 
6.0

 
5.9

Expected volatility
 
28.2
%
 
30.0
%
 
32.3
%
Expected dividend yield
 
2.0
%
 
2.5
%
 
2.6
%
Stock Options and SARs

 
 
Shares
(in thousands)
 
Weighted-Average Exercise
Price
 
Weighted- Average Remaining Contractual Term
 
Aggregate Intrinsic Value (in millions)
Outstanding at the beginning of the year
 
36,438

 
 
 
$
26.91

 
 
 
 
Granted
 
5,023

 
 
 
49.59

 
 
 
 
Exercised
 
(6,645
)
 
 
 
20.33

 
 
 
 
Forfeited or expired
 
(1,308
)
 
 
 
35.52

 
 
 
 
Outstanding at the end of the year
 
33,508

(a) 
 
 
$
31.28

 
5.96

 
$
929

Exercisable at the end of the year
 
18,709

 
 
 
$
26.00

 
4.48

 
$
618


(a)
Outstanding awards include 8,161 options and 25,347 SARs with average exercise prices of $21.56 and $34.41, respectively.
The components of share-based compensation expense and the related income tax benefits are shown in the following table:

 
 
2011
 
2010
 
2009
Options and SARs
 
$
49

 
$
40

 
$
48

Restricted Stock Units
 
5

 
5

 
7

Performance Share Units
 
5

 
2

 
1

Total Share-based Compensation Expense
 
$
59

 
$
47

 
$
56

Deferred Tax Benefit recognized
 
$
18

 
$
13

 
$
17

 
 
 
 
 
 
 
EID compensation expense not share-based
 
$
2

 
$
4

 
$
4

Shareholders' Equity (Tables)
 
 
Shares Repurchased
(thousands)
 
Dollar Value of Shares
Repurchased
Authorization Date
 
2011
 
 
2010
 
 
2009
 
2011
 
 
2010
 
 
2009
November 2011
 

 
 

 
 

 
$

 
 
$

 
 
$

January 2011
 
10,864

 
 

 
 

 
562

 
 

 
 

March 2010
 
3,441

 
 
2,161

 
 

 
171

 
 
107

 
 

September 2009
 

 
 
7,598

 
 

 

 
 
283

 
 

Total
 
14,305

(a) 
 
9,759

(a) 
 

 
$
733

(a) 
 
$
390

(a) 
 
$


(a)
2011 amount excludes and 2010 amount includes the effect of $19 million in share repurchases (0.4 million shares) with trade dates prior to the 2010 fiscal year end but cash settlement dates subsequent to the 2010 fiscal year.
The following table gives further detail regarding the composition of accumulated other comprehensive loss at December 31, 2011 and December 25, 2010.  Refer to Note 14 for additional information about our pension and post-retirement plan accounting and Note 12 for additional information about our derivative instruments.

 
 
2011
 
2010
Foreign currency translation adjustment
 
$
140

 
$
55

Pension and post-retirement losses, net of tax
 
(375
)
 
(269
)
Net unrealized losses on derivative instruments, net of tax
 
(12
)
 
(13
)
Total accumulated other comprehensive loss
 
$
(247
)
 
$
(227
)
Income Taxes (Tables)
U.S. and foreign income before taxes are set forth below:

 
 
2011
 
2010
 
2009
U.S.
 
$
266

 
$
345

 
$
269

Foreign
 
1,393

 
1,249

 
1,127

 
 
$
1,659

 
$
1,594

 
$
1,396

The details of our income tax provision (benefit) are set forth below:

 
 
 
 
2011
 
2010
 
2009
Current:
 
Federal
 
$
78

 
$
155

 
$
(21
)
 
 
Foreign
 
374

 
356

 
251

 
 
State
 
9

 
15

 
11

 
 
 
 
$
461

 
$
526

 
241

 
 
 
 
 
 
 
 
 
Deferred:
 
Federal
 
(83
)
 
(82
)
 
92

 
 
Foreign
 
(40
)
 
(29
)
 
(30
)
 
 
State
 
(14
)
 
1

 
10

 
 
 
 
(137
)
 
(110
)
 
72

 
 
 
 
$
324

 
$
416

 
$
313

The reconciliation of income taxes calculated at the U.S. federal tax statutory rate to our effective tax rate is set forth below:

 
 
2011
 
2010
 
2009
U.S. federal statutory rate
 
$
580

 
35.0
 %
 
$
558

 
35.0
 %
 
$
489

 
35.0
 %
State income tax, net of federal tax benefit
 
2

 
0.1

 
12

 
0.7

 
14

 
1.0

Statutory rate differential attributable to foreign operations
 
(218
)
 
(13.1
)
 
(235
)
 
(14.7
)
 
(159
)
 
(11.4
)
Adjustments to reserves and prior years
 
24

 
1.4

 
55

 
3.5

 
(9
)
 
(0.6
)
Net benefit from LJS and A&W divestitures
 
(72
)
 
(4.3
)
 

 

 

 

Change in valuation allowances
 
22

 
1.3

 
22

 
1.4

 
(9
)
 
(0.7
)
Other, net
 
(14
)
 
(0.9
)
 
4

 
0.2

 
(13
)
 
(0.9
)
Effective income tax rate
 
$
324

 
19.5
 %
 
$
416

 
26.1
 %
 
$
313

 
22.4
 %
The details of 2011 and 2010 deferred tax assets (liabilities) are set forth below:

 
 
2011
 
2010
Operating losses and tax credit carryforwards
 
$
590

 
$
335

Employee benefits
 
259

 
171

Share-based compensation
 
106

 
102

Self-insured casualty claims
 
47

 
50

Lease-related liabilities
 
137

 
166

Various liabilities
 
72

 
89

Deferred income and other
 
49

 
97

Gross deferred tax assets
 
1,260

 
1,010

Deferred tax asset valuation allowances
 
(368
)
 
(306
)
Net deferred tax assets
 
$
892

 
$
704

Intangible assets, including goodwill
 
$
(147
)
 
$
(211
)
Property, plant and equipment
 
(92
)
 
(108
)
Other
 
(53
)
 
(29
)
Gross deferred tax liabilities
 
$
(292
)
 
$
(348
)
Net deferred tax assets (liabilities)
 
$
600

 
$
356


Reported in Consolidated Balance Sheets as:
 
 
 
 
Deferred income taxes – current
 
$
112

 
$
61

Deferred income taxes – long-term
 
549

 
366

Accounts payable and other current liabilities
 
(16
)
 
(20
)
Other liabilities and deferred credits
 
(45
)
 
(51
)
 
 
$
600

 
$
356

These losses are being carried forward in jurisdictions where we are permitted to use tax losses from prior periods to reduce future taxable income and will expire as follows:

 
 
Year of Expiration
 
 
 
 
2012
 
2013-2016
 
2017-2031
 
Indefinitely
 
Total
Foreign
 
$
4

 
$
66

 
$
136

 
$
833

 
$
1,039

U.S. federal and state
 
22

 
192

 
1,770

 
5

 
1,989

 
 
$
26

 
$
258

 
$
1,906

 
$
838

 
$
3,028

A reconciliation of the beginning and ending amount of unrecognized tax benefits follows:
 
 
 
2011
 
2010
Beginning of Year
 
$
308

 
$
301

     Additions on tax positions - current year
 
85

 
45

     Additions for tax positions - prior years
 
38

 
35

     Reductions for tax positions - prior years
 
(58
)
 
(19
)
     Reductions for settlements
 
(8
)
 
(41
)
     Reductions due to statute expiration
 
(22
)
 
(10
)
     Foreign currency translation adjustment
 
5

 
(3
)
End of Year
 
$
348

 
$
308

The following table summarizes our major jurisdictions and the tax years that are either currently under audit or remain open and subject to examination:

Jurisdiction
 
Open Tax Years
U.S. Federal
 
2004 – 2011
China
 
2008 – 2011
United Kingdom
 
2003 – 2011
Mexico
 
2005 – 2011
Australia
 
2007 – 2011

In addition, the Company is subject to various U.S. state income tax examinations, for which, in the aggregate, we had significant unrecognized tax benefits at December 31, 2011, each of which is individually insignificant.

The accrued interest and penalties related to income taxes at December 31, 2011 and December 25, 2010 are set forth below:
 
 
2011
 
2010
Accrued interest and penalties
 
$
53

 
$
48

Reportable Operating Segments (Tables)
 
 
Revenues
 
 
2011
 
2010
 
2009
China
 
$
5,566

 
$
4,135

 
$
3,407

YRI
 
3,274

 
3,088

 
2,988

U.S.
 
3,786

 
4,120

 
4,473

Unallocated Franchise and license fees and income(a)(b)
 

 

 
(32
)
 
 
$
12,626

 
$
11,343

 
$
10,836


 
 
Operating Profit; Interest Expense, Net; and
Income Before Income Taxes
 
 
2011
 
2010
 
2009
China (c)
 
$
908

 
$
755

 
$
596

YRI
 
673

 
589

 
497

U.S.
 
589

 
668

 
647

Unallocated Franchise and license fees and income(a)(b)
 

 

 
(32
)
Unallocated Occupancy and other(b)(d)
 
14

 
9

 

Unallocated and corporate expenses(b)(e)
 
(223
)
 
(194
)
 
(189
)
Unallocated Closures and impairment expense(b)(f)
 
(80
)
 

 
(26
)
Unallocated Other income (expense)(b)(g)
 
6

 
5

 
71

Unallocated Refranchising gain (loss)(b)(h)
 
(72
)
 
(63
)
 
26

Operating Profit
 
1,815

 
1,769

 
1,590

Interest expense, net
 
(156
)
 
(175
)
 
(194
)
Income Before Income Taxes
 
$
1,659

 
$
1,594

 
$
1,396

 
 
Depreciation and Amortization
 
 
2011
 
2010
 
2009
China
 
$
257

 
$
225

 
$
184

YRI
 
186

 
159

 
165

U.S.
 
177

 
201

 
216

Corporate(d)
 
8

 
4

 
15

 
 
$
628

 
$
589

 
$
580


 
 
Capital Spending
 
 
2011
 
2010
 
2009
China
 
$
405

 
$
272

 
$
271

YRI
 
256

 
259

 
251

U.S.
 
256

 
241

 
270

Corporate
 
23

 
24

 
5

 
 
$
940

 
$
796

 
$
797


 
 
Identifiable Assets
 
 
2011
 
2010
 
2009
China (i)
 
$
2,527

 
$
2,289

 
$
1,632

YRI
 
2,899

 
2,649

 
2,448

U.S.
 
2,070

 
2,398

 
2,575

Corporate(j)
 
1,338

 
980

 
493

 
 
$
8,834

 
$
8,316

 
$
7,148


 
 
Long-Lived Assets(k)
 
 
2011
 
2010
 
2009
China
 
$
1,546

 
$
1,269

 
$
1,172

YRI
 
1,635

 
1,548

 
1,524

U.S.
 
1,805

 
2,095

 
2,260

Corporate
 
36

 
52

 
45

 
 
$
5,022

 
$
4,964

 
$
5,001



(a)
Amount consists of reimbursements to KFC franchisees for installation costs of ovens for the national launch of Kentucky Grilled Chicken.  See Note 4.

(b)
Amounts have not been allocated to the U.S., YRI or China Division segments for performance reporting purposes.

(c)
Includes equity income from investments in unconsolidated affiliates of $47 million, $42 million and $36 million in 2011, 2010 and 2009, respectively, for China.

(d)
2011 and 2010 include depreciation reductions arising from the impairment of KFC restaurants we offered to sell of $10 million and $9 million, respectively. 2011 includes a depreciation reduction arising from the impairment of Pizza Hut UK restaurants we decided to sell in 2011 of $3 million.  See Note 4.

(e)
2011, 2010 and 2009 include approximately $21 million, $9 million and $16 million, respectively, of charges relating to U.S. general and administrative productivity initiatives and realignment of resources.  See Note 4.

(f)
2011 represents net losses resulting from the LJS and A&W divestitures. 2009 includes a $26 million charge to write-off goodwill associated with our LJS and A&W businesses in the U.S.  See Note 9.

(g)
2009 includes a $68 million gain related to the acquisition of additional interest in and consolidation of a former unconsolidated affiliate in China.  See Note 4.

(h)
See Note 4 for further discussion of Refranchising gain (loss).

(i)
China includes investments in 4 unconsolidated affiliates totaling $167 million, $154 million and $144 million, for 2011, 2010 and 2009, respectively.  

(j)
Primarily includes cash, deferred tax assets and property, plant and equipment, net, related to our office facilities.

(k)
Includes property, plant and equipment, net, goodwill, and intangible assets, net.
 
 
Depreciation and Amortization
 
 
2011
 
2010
 
2009
China
 
$
257

 
$
225

 
$
184

YRI
 
186

 
159

 
165

U.S.
 
177

 
201

 
216

Corporate(d)
 
8

 
4

 
15

 
 
$
628

 
$
589

 
$
580


 
 
Capital Spending
 
 
2011
 
2010
 
2009
China
 
$
405

 
$
272

 
$
271

YRI
 
256

 
259

 
251

U.S.
 
256

 
241

 
270

Corporate
 
23

 
24

 
5

 
 
$
940

 
$
796

 
$
797


 
 
Identifiable Assets
 
 
2011
 
2010
 
2009
China (i)
 
$
2,527

 
$
2,289

 
$
1,632

YRI
 
2,899

 
2,649

 
2,448

U.S.
 
2,070

 
2,398

 
2,575

Corporate(j)
 
1,338

 
980

 
493

 
 
$
8,834

 
$
8,316

 
$
7,148


 
 
Long-Lived Assets(k)
 
 
2011
 
2010
 
2009
China
 
$
1,546

 
$
1,269

 
$
1,172

YRI
 
1,635

 
1,548

 
1,524

U.S.
 
1,805

 
2,095

 
2,260

Corporate
 
36

 
52

 
45

 
 
$
5,022

 
$
4,964

 
$
5,001

Contingencies (Tables)
Activity related to self-insured property and casualty reserves
The following table summarizes the 2011 and 2010 activity related to our self-insured property and casualty reserves as of December 31, 2011.

 
 
Beginning Balance
 
Expense
 
Payments
 
Ending Balance
2011 Activity
 
$150
 
55

 
(65
)
 
$
140

2010 Activity
 
$173
 
46

 
(69
)
 
$
150

Selected Quarterly Financial Data (Unaudited) (Tables)
Selected income (loss) and common share financial data
 
 
2011
 
 
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
 
 
Total
Revenues:
 
 
 
 
 
 
 
 
 
 
Company sales
 
$
2,051

 
$
2,431

 
$
2,854

 
$
3,557

 
$
10,893

Franchise and license fees and income
 
374

 
385

 
420

 
554

 
1,733

Total revenues
 
2,425

 
2,816

 
3,274

 
4,111

 
12,626

Restaurant profit
 
360

 
386

 
494

 
513

 
1,753

Operating Profit(a)
 
401

 
419

 
488

 
507

 
1,815

Net Income – YUM! Brands, Inc.
 
264

 
316

 
383

 
356

 
1,319

Basic earnings per common share
 
0.56

 
0.67

 
0.82

 
0.77

 
2.81

Diluted earnings per common share
 
0.54

 
0.65

 
0.80

 
0.75

 
2.74

Dividends declared per common share
 

 
0.50

 

 
0.57

 
1.07


 
 
2010
 
 
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
 
 
Total
Revenues:
 
 
 
 
 
 
 
 
 
 
Company sales
 
$
1,996

 
$
2,220

 
$
2,496

 
$
3,071

 
$
9,783

Franchise and license fees and income
 
349

 
354

 
366

 
491

 
1,560

Total revenues
 
2,345

 
2,574

 
2,862

 
3,562

 
11,343

Restaurant profit
 
340

 
366

 
479

 
478

 
1,663

Operating Profit(b)
 
364

 
421

 
544

 
440

 
1,769

Net Income – YUM! Brands, Inc.
 
241

 
286

 
357

 
274

 
1,158

Basic earnings per common share
 
0.51

 
0.61

 
0.76

 
0.58

 
2.44

Diluted earnings per common share
 
0.50

 
0.59

 
0.74

 
0.56

 
2.38

Dividends declared per common share
 
0.21

 
0.21

 

 
0.50

 
0.92


(a)
Includes net losses of $65 million primarily related to the LJS and A&W divestitures, $88 million primarily related to refranchising international markets and $28 million primarily related to the U.S. business transformation measures and U.S. refranchising in the first, third and fourth quarters of 2011, respectively. See Note 4.  The fourth quarter of 2011 also includes the $25 million impact of the 53rd week. See Note 2.

(b)
Includes net losses of $66 million and $19 million in the first and fourth quarters of 2010, respectively, related primarily to the U.S. business transformation measures and refranchising international markets.  See Note 4.
Description of Business (Details)
12 Months Ended
Dec. 31, 2011
operating_segments
countries_and_territiories
Organization, Consolidation and Presentation of Financial Statements [Abstract]
 
Approximate number of system units
37,000 
Percent of system units located outside the U.S. (in hundredths)
50.00% 
Approximate number of countries and territories where system units are located
120 
Segment Reporting Information [Line Items]
 
Number of operating segments
U.S.
 
Segment Reporting Information [Line Items]
 
Number of operating segments
Summary of Significant Accounting Policies (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended 12 Months Ended
Dec. 31, 2011
Dec. 25, 2010
Dec. 26, 2009
Feb. 1, 2012
Little Sheep Group Limited [Member]
Dec. 26, 2009
Affiliate in Shanghai, China [Member]
Schedule of Equity Method Investments [Line Items]
 
 
 
 
 
Future lease payments due from franchisees on a nominal basis
$ 320 
 
 
 
 
Additional percentage of ownership acquired (in hundredths)
 
 
 
66.00% 
 
Change in Cash and Cash Equivalents due to consolidation of an entity in China
$ 0 
$ 0 
$ 17 
 
$ 17 
Summary of Significant Accounting Policies (Details 2) (USD $)
In Millions, unless otherwise specified
3 Months Ended 4 Months Ended 12 Months Ended
Sep. 3, 2011
Jun. 11, 2011
Mar. 19, 2011
Sep. 4, 2010
Jun. 12, 2010
Mar. 20, 2010
Dec. 31, 2011
Dec. 25, 2010
Dec. 31, 2011
weeks
Dec. 25, 2010
Dec. 26, 2009
Fiscal Period Adjustment [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Week added as a result of the fiscal year ending on the last Saturday in December
 
 
 
 
 
 
 
 
53rd 
 
 
Frequency of adding a week as a result of the fiscal year ending on the last Saturday in December
 
 
 
 
 
 
 
 
five or six 
 
 
Number of weeks in each of the first three quarters of each fiscal year
 
 
 
 
 
 
 
 
12 
 
 
Number of weeks in the fourth quarter of each fiscal year with 52 weeks
 
 
 
 
 
 
 
 
16 
 
 
Number of weeks in the fourth quarter of each fiscal year with 53 weeks
 
 
 
 
 
 
 
 
17 
 
 
Number of months in the first quarter for certain international subsidiaries that operate on monthly calendars
 
 
 
 
 
 
 
 
2 months 
 
 
Number of months in the second and third quarters for certain international subsidiaries that operate on monthly calendars
 
 
 
 
 
 
 
 
3 months 
 
 
Number of months in the fourth quarter for certain international subsidiaries that operate on monthly calendars
 
 
 
 
 
 
 
 
4 months 
 
 
Number of periods or months in advance that all international businesses except China close their books
 
 
 
 
 
 
 
 
1 month 
 
 
Total revenues
$ 3,274 
$ 2,816 
$ 2,425 
$ 2,862 
$ 2,574 
$ 2,345 
$ 4,111 
$ 3,562 
$ 12,626 
$ 11,343 
$ 10,836 
Restaurant profit
494 
386 
360 
479 
366 
340 
513 
478 
1,753 
1,663 
 
Operating Profit
488 1
419 
401 1
544 
421 
364 2
507 1
440 2
1,815 1 3 4 5 6
1,769 2 3 5 6
1,590 3 4 5 7
53rd Week Impact
 
 
 
 
 
 
 
 
 
 
 
Fiscal Period Adjustment [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Total revenues
 
 
 
 
 
 
 
 
91 
 
 
Restaurant profit
 
 
 
 
 
 
 
 
15 
 
 
Operating Profit
 
 
 
 
 
 
$ 25 
 
$ 25 
 
 
Summary of Significant Accounting Policies (Details 3) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2011
restaurants
Dec. 25, 2010
Dec. 26, 2009
Direct Marketing Costs [Abstract]
 
 
 
Advertising expenses
$ 593 
$ 557 
$ 548 
Research and Development Expenses [Abstract]
 
 
 
Research and development expenses
34 
33 
31 
Impairment or Disposal of Property, Plant and Equipment [Abstract]
 
 
 
Number of consecutive years of operating losses used as primary indicator of potential impairment for our semi-annual impairment testing of restaurant assets
2 years 
 
 
Number of years within which a sale is probable to classify a restaurant as held for sale and suspend depreciation and amortization
1 year 
 
 
Impairment of Investments in Unconsolidated Affiliates [Abstract]
 
 
 
Number of consecutive years of operating losses used as indicator of impairment of investments in unconsolidated affiliates
2 years 
 
 
Recorded impairment associated with unconsolidated affiliates
Income Taxes [Abstract]
 
 
 
Percentage threshold that the positions taken or expected to be taken is more likely than not sustained upon examination by tax authorities (in hundredths)
50.00% 
 
 
Receivables [Abstract]
 
 
 
Number of days from the period in which the corresponding sales occur that trade receivables are generally due
30 days 
 
 
Net provisions for uncollectible franchise and license trade receivables included in Franchise and license expenses
11 
Accounts and notes receivable [Abstract]
 
 
 
Accounts and notes receivable
308 
289 
 
Allowance for doubtful accounts
(22)
(33)
 
Accounts and notes receivable, net
286 
256 
 
Number of years notes receivable and direct financing leases are due within and would be included in accounts and notes receivable
1 year 
 
 
Number of years notes receivable and direct financing leases are beyond and would be included in other assets
1 year 
 
 
Net amounts included in Other Assets
15 
57 
 
Allowance for doubtful accounts related to notes and direct financing lease receivables
$ 4 
$ 30 
 
Leases and Leasehold Improvements [Abstract]
 
 
 
Approximate number of restaurants operated on leased land and/or buildings
6,200 
 
 
Goodwill and Intangible Assets [Abstract]
 
 
 
Number of years from acquisition that goodwill is written off in its entirety, if a Company restaurant is sold within this period
2 years 
 
 
Minimum number of years from acquisition that a company restaurant is sold, after which we include goodwill in the carrying amount of the restaurants disposed of based on the relative fair values of the portion of the reporting unit disposed of in the refranchising and the portion of the reporting unit that will be retained
2 years 
 
 
Buildings and improvements
 
 
 
Property, Plant and Equipment [Line Items]
 
 
 
Minimum estimated useful life used in the calculation of the depreciation and amortization on a straight-line basis (in years)
 
 
Maximum estimated useful life used in the calculation of the depreciation and amortization on a straight-line basis (in years)
25 
 
 
Machinery and equipment
 
 
 
Property, Plant and Equipment [Line Items]
 
 
 
Minimum estimated useful life used in the calculation of the depreciation and amortization on a straight-line basis (in years)
 
 
Maximum estimated useful life used in the calculation of the depreciation and amortization on a straight-line basis (in years)
20 
 
 
Capitalized software costs
 
 
 
Property, Plant and Equipment [Line Items]
 
 
 
Minimum estimated useful life used in the calculation of the depreciation and amortization on a straight-line basis (in years)
 
 
Maximum estimated useful life used in the calculation of the depreciation and amortization on a straight-line basis (in years)
 
 
Summary of Significant Accounting Policies (Details 4) (USD $)
In Millions, except Share data in Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2011
Dec. 25, 2010
Dec. 26, 2009
Repurchase Of Shares Of Common Stock [Abstract]
 
 
 
Stock Repurchased During Period, Value
$ 733 1
$ 390 1
$ 0 
Repurchase of shares of Common Stock (in shares)
(14,305)1
(9,759)1
Reduction to Retained earnings
 
 
 
Repurchase Of Shares Of Common Stock [Abstract]
 
 
 
Stock Repurchased During Period, Value
$ 483 
$ 0 
$ 0 
Earnings Per Common Share ("EPS") (Details) (USD $)
In Millions, except Per Share data, unless otherwise specified
3 Months Ended 4 Months Ended 12 Months Ended
Sep. 3, 2011
Jun. 11, 2011
Mar. 19, 2011
Sep. 4, 2010
Jun. 12, 2010
Mar. 20, 2010
Dec. 31, 2011
Dec. 25, 2010
Dec. 31, 2011
Dec. 25, 2010
Dec. 26, 2009
Earnings Per Share [Abstract]
 
 
 
 
 
 
 
 
 
 
 
Net Income - YUM! Brands, Inc.
$ 383 
$ 316 
$ 264 
$ 357 
$ 286 
$ 241 
$ 356 
$ 274 
$ 1,319 
$ 1,158 
$ 1,071 
Weighted-average common shares outstanding (for basic calculation) (in shares)
 
 
 
 
 
 
 
 
469 
474 
471 
Effect of dilutive share-based employee compensation (in shares)
 
 
 
 
 
 
 
 
12 
12 
12 
Weighted-average common and dilutive potential common shares outstanding (for diluted calculation) (in shares)
 
 
 
 
 
 
 
 
481 
486 
483 
Basic EPS (in dollars per share)
$ 0.82 
$ 0.67 
$ 0.56 
$ 0.76 
$ 0.61 
$ 0.51 
$ 0.77 
$ 0.58 
$ 2.81 
$ 2.44 
$ 2.28 
Diluted EPS (in dollars per share)
$ 0.80 
$ 0.65 
$ 0.54 
$ 0.74 
$ 0.59 
$ 0.50 
$ 0.75 
$ 0.56 
$ 2.74 
$ 2.38 
$ 2.22 
Unexercised employee stock options and stock appreciation rights (in millions) excluded from the diluted EPS computation (in shares)
 
 
 
 
 
 
 
 
4.2 1
2.2 1
13.3 1
Items Affecting Comparability of Net Income and Cash Flows (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended 12 Months Ended 12 Months Ended 3 Months Ended 12 Months Ended 12 Months Ended
Dec. 31, 2011
restaurants
Dec. 25, 2010
Dec. 26, 2009
Dec. 31, 2011
Closed Stores [Member]
Dec. 25, 2010
Closed Stores [Member]
Dec. 31, 2011
LJS and AW
Dec. 31, 2011
LJS and AW
Closures and impairment (income) expenses
Dec. 31, 2011
China
Dec. 25, 2010
China
Dec. 26, 2009
China
Dec. 31, 2011
YRI
Dec. 25, 2010
YRI
Dec. 26, 2009
YRI
Jul. 1, 2010
YRI
Russia
restaurants
Dec. 25, 2010
YRI
Mexico
Dec. 31, 2011
YRI
LJS and AW
Dec. 31, 2011
YRI
PH
UK
restaurants
Dec. 31, 2011
YRI
PH
UK
Refranchising (gain) loss
Dec. 25, 2010
YRI
PH
Mexico
restaurants
Dec. 26, 2009
YRI
PH
South Korea
Oct. 31, 2011
YRI
KFC
South Africa
restaurants
Dec. 25, 2010
YRI
KFC
Mexico
restaurants
Dec. 25, 2010
YRI
KFC
Taiwan
restaurants
Dec. 26, 2009
YRI
KFC
Taiwan
Dec. 31, 2011
U.S.
Dec. 25, 2010
U.S.
Dec. 26, 2009
U.S.
Dec. 31, 2011
U.S.
Employee Severance [Member]
Dec. 25, 2010
U.S.
Employee Severance [Member]
Dec. 26, 2009
U.S.
Employee Severance [Member]
Dec. 31, 2011
U.S.
LJS and AW
Dec. 26, 2009
U.S.
LJS and AW
Dec. 31, 2011
U.S.
KFC
restaurants
Dec. 25, 2010
U.S.
KFC
restaurants
Dec. 26, 2009
U.S.
KFC
Franchise and license fees and income
Dec. 31, 2011
Total amount allocated to segments
Dec. 25, 2010
Total amount allocated to segments
Dec. 26, 2009
Total amount allocated to segments
Mar. 24, 2012
Little Sheep Group Limited [Member]
Dec. 26, 2009
Little Sheep Group Limited [Member]
Feb. 1, 2012
Little Sheep Group Limited [Member]
Dec. 31, 2011
Little Sheep Group Limited [Member]
Dec. 26, 2009
Affiliate in Shanghai, China [Member]
Dec. 25, 2010
Affiliate in Shanghai, China [Member]
KFC
Dec. 26, 2009
Affiliate in Shanghai, China [Member]
KFC
May 4, 2009
Affiliate in Shanghai, China [Member]
KFC
restaurants
Facility Actions [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of restaurants refranchised
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
123 
 
 
222 
124 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of restaurants offered or decided to refranchise
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
350 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
250 
600 
 
 
 
 
 
 
 
 
 
 
 
 
Total losses related to long-lived assets held for use and measured at fair value on a non-recurring basis
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 74 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Goodwill impairment loss
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
12 
 
 
 
 
 
 
 
 
 
 
26 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Business Transformation [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Charges relating to U.S. general and administrative productivity initiatives and realignment of resources
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
21 
16 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unpaid portion of current severance liability related to U.S. Business Transformation
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
18 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Business Transformation severance payments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
26 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Investments In US Brands
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
32 
 
 
 
 
 
 
 
 
 
 
 
Income tax expense (benefit) related to goodwill impairment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Depreciation reduction from the impairment of restaurants we offered to sell
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10 
 
 
 
 
 
 
 
 
 
 
 
 
Divestiture of Business [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pre-tax losses recognized on business divestitures
 
 
 
 
 
86 
80 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net tax benefit on business divestitures, including benefit on pre-tax losses and valuation allowance related to capital losses
 
 
 
 
 
(104)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Percentage impact on Franchise license fees and income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Percentage impact on Operating Profit
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Business Combination
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current ownership percentage
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
93.00% 
27.00% 
 
 
 
58.00% 
Escrow deposit for pending acquisition
300 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
300 
 
 
 
 
Letter of credit provided for pending acquisition
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
300 
 
 
 
 
Number of restaurants acquired
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
68 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of company owned stores acquired
 
 
 
 
 
 
 
 
 
 
 
 
 
50 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of franchise owned stores to which we gained full rights and responsibilities as franchisor
 
 
 
 
 
 
 
 
 
 
 
 
 
81 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amount of cash paid to acquire interest in restaurants
 
 
 
 
 
 
 
 
 
 
 
 
 
60 
 
 
 
 
 
 
71 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amount of long term note receivable settled as part of acquisition
 
 
 
 
 
 
 
 
 
 
 
 
 
11 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amount of long term debt assumed as part of acquisition
 
 
 
 
 
 
 
 
 
 
 
 
 
10 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Remaining balance of the purchase price anticipated to be paid in cash
 
 
 
 
 
 
 
 
 
 
 
 
 
12 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Additional percentage of ownership acquired (in hundredths)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
66.00% 
 
 
 
 
7.00% 
Approximate number of restaurants operated
7,400 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
200 
Amount paid to acquire an additional ownership percentage
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
584 
103 
 
 
 
 
12 
 
Ownership percentage prior to acquisition (in hundredths)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
51.00% 
Recorded value of previously held ownership prior to acquisition
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
17 
Gain on consolidation of a former unconsolidated affiliate in China
(68)1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(68)
 
(68)
 
Income tax expense (benefit) related to consolidation of a former unconsolidated affiliate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Impact on Company Sales due to consolidation of a former unconsolidated affiliate in China
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
98 
 
 
Impact on Franchise and license fees and income due to consolidation of a former unconsolidated affiliate in China
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Impact on Operating Profit due to consolidation of a former unconsolidated affiliate in China
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Facility Actions [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Refranchising (gain) loss
72 2 3
63 2 4 5
(26)4
 
 
 
 
(14)
(8)
(3)
69 3
53 4 5
11 4
 
52 
 
 
 
 
 
 
 
 
10 
17 2
18 2
(34)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Store closure (income) costs
 
 
 
 
 
 
 
(1)6
6
(4)6
6
6
6
 
 
 
 
 
 
 
 
 
 
 
6
6
13 6
 
 
 
 
 
 
 
 
6
6
6
 
 
 
 
 
 
 
 
Store impairment charges
 
 
 
 
 
 
 
13 
16 
13 
18 
12 
22 7
 
 
 
 
 
 
 
 
 
 
 
17 
14 
33 
 
 
 
 
 
 
 
 
48 
42 
68 7
 
 
 
 
 
 
 
 
Closure and impairment (income) expenses
135 
47 
103 
 
 
 
 
12 
16 
22 
14 
22 
 
 
 
 
 
 
 
 
 
 
 
21 
17 
46 
 
 
 
 
 
 
 
 
55 
47 
77 
 
 
 
 
 
 
 
 
Number of KFCs a Latin American franchise buyer will serve as the master franchisor for Mexico
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
102 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of PHs a Latin American franchise buyer will serve as the master franchisor for Mexico
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
53 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Carrying value of goodwill
681 8
659 
640 
 
 
 
 
88 
85 
82 
282 
252 
232 
 
 
 
100 
 
 
 
 
 
30 
 
311 8
322 
326 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Activity related to reserves for remaining lease obligations for closed stores [Roll Forward]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning Balance
 
 
 
28 
27 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amounts Used
 
 
 
(12)
(12)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New Decisions
 
 
 
17 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Estimate/Decision Changes
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CTA/Other
 
 
 
(1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending Balance
 
 
 
$ 34 
$ 28 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
[2] U.S. refranchising losses in the years ended December 31, 2011 and December 25, 2010 are primarily due to losses on sales of and offers to refranchise KFCs in the U.S. There were approximately 250 and 600 KFC restaurants offered for refranchising as of December 31, 2011 and December 25, 2010, respectively. While we did not yet believe these KFCs met the criteria to be classified as held for sale, we did, consistent with our historical practice, review the restaurants for impairment as a result of our offer to refranchise. We recorded impairment charges where we determined that the carrying value of restaurant groups to be sold was not recoverable based upon our estimate of expected refranchising proceeds and holding period cash flows anticipated while we continue to operate the restaurants as company units. For those restaurant groups deemed impaired, we wrote such restaurant groups down to our estimate of their fair values, which were based on the sales price we would expect to receive from a franchisee for each restaurant group. This fair value determination considered current market conditions, real-estate values, trends in the KFC U.S. business, prices for similar transactions in the restaurant industry and preliminary offers for the restaurant groups to date. The non-cash impairment charges that were recorded related to our offers to refranchise these company-operated KFC restaurants in the U.S. decreased depreciation expense versus what would have otherwise been recorded by $10 million and $9 million in the years ended December 31, 2011 and December 25, 2010, respectively. These depreciation reductions were not allocated to the U.S. segment resulting in depreciation expense in the U.S. segment results continuing to be recorded at the rate at which it was prior to the impairment charges being recorded for these restaurants. We will continue to review the restaurant groups for any further necessary impairment until the date they are sold. The aforementioned non-cash impairment charges do not include any allocation of the KFC reporting unit goodwill in the restaurant group carrying value. This additional non-cash write-down would be recorded, consistent with our historical policy, if the restaurant groups, or any subset of the restaurant groups, ultimately meet the criteria to be classified as held for sale. We will also be required to record a charge for the fair value of our guarantee of future lease payments for leases we assign to the franchisee upon any sale.
[3] During the year ended December 31, 2011 we decided to refranchise or close all of our remaining Company-operated Pizza Hut restaurants in the UK market. While an asset group comprising approximately 350 dine-in restaurants did not meet the criteria for held-for-sale classification as of December 31, 2011, our- decision to sell was considered an impairment indicator. As such we reviewed this asset group for potential impairment and determined that its carrying value was not recoverable based upon our estimate of expected refranchising proceeds and holding period cash flows anticipated while we continue to operate the restaurants as company units. Accordingly, we wrote this asset group down to our estimate of its fair value, which is based on the sales price we would expect to receive from a buyer. This fair value determination considered current market conditions, trends in the Pizza Hut UK business, and prices for similar transactions in the restaurant industry and resulted in a non-cash pre-tax write-down of $74 million which was recorded to Refranchising (gain) loss. This impairment charge decreased depreciation expense versus what would have otherwise been recorded by $3 million in 2011. This depreciation reduction was not allocated to the YRI segment, resulting in depreciation expense in the YRI segment results continuing to be recorded at the rate at which it was prior to the impairment charges being recorded for these restaurants. We will continue to review the asset group for any further necessary impairment until the date it is sold. The write-down does not include any allocation of the Pizza Hut UK reporting unit goodwill in the asset group carrying value. This additional non-cash write-down would be recorded, consistent with our historical policy, if the asset group ultimately meets the criteria to be classified as held for sale. Upon the ultimate sale of the restaurants, depending on the form of the transaction, we could also be required to record a charge for the fair value of any guarantee of future lease payments for any leases we assign to a franchisee and for the cumulative foreign currency translation adjustment associated with Pizza Hut UK. The decision to refranchise or close all remaining Pizza Hut restaurants in the UK was considered to be a goodwill impairment indicator. We determined that the fair value of our Pizza Hut UK reporting unit exceeded its carrying value and as such there was no impairment of the approximately $100 million in goodwill attributable to the reporting unit.
[4] During the year ended December 26, 2009 we recognized a non-cash $10 million refranchising loss as a result of our decision to offer to refranchise our KFC Taiwan equity market. During the year ended December 25, 2010 we refranchised all of our remaining company restaurants in Taiwan, which consisted of 124 KFCs. We included in our December 25, 2010 financial statements a non-cash write-off of $7 million of goodwill in determining the loss on refranchising of Taiwan. Neither of these losses resulted in a related income tax benefit. The amount of goodwill write-off was based on the relative fair values of the Taiwan business disposed of and the portion of the business that was retained. The fair value of the business disposed of was determined by reference to the discounted value of the future cash flows expected to be generated by the restaurants and retained by the franchisee, which include a deduction for the anticipated royalties the franchisee will pay the Company associated with the franchise agreement entered into in connection with this refranchising transaction. The fair value of the Taiwan business retained consists of expected, net cash flows to be derived from royalties from franchisees, including the royalties associated with the franchise agreement entered into in connection with this refranchising transaction. We believe the terms of the franchise agreement entered into in connection with the Taiwan refranchising are substantially consistent with market. The remaining carrying value of goodwill related to our Taiwan business of $30 million, after the aforementioned write-off, was determined not to be impaired as the fair value of the Taiwan reporting unit exceeded its carrying amount.
Supplemental Cash Flow Data (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2011
Dec. 25, 2010
Dec. 26, 2009
Cash Paid For:
 
 
 
Interest
$ 199 
$ 190 
$ 209 
Income taxes
349 
357 
308 
Significant Non-Cash Investing and Financing Activities:
 
 
 
Capital lease obligations incurred to acquire assets
58 
16 
Increase (decrease) in accrued capital expenditures
$ 55 
$ 51 
$ (17)
Franchise and License Fees and Income (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 4 Months Ended 12 Months Ended
Sep. 3, 2011
Jun. 11, 2011
Mar. 19, 2011
Sep. 4, 2010
Jun. 12, 2010
Mar. 20, 2010
Dec. 31, 2011
Dec. 25, 2010
Dec. 31, 2011
Dec. 25, 2010
Dec. 26, 2009
Franchise And License Fees And Income [Abstract]
 
 
 
 
 
 
 
 
 
 
 
Initial fees, including renewal fees
 
 
 
 
 
 
 
 
$ 68 
$ 54 
$ 57 
Initial franchise fees included in refranchising gains
 
 
 
 
 
 
 
 
(21)
(15)
(17)
Initial fees, net
 
 
 
 
 
 
 
 
47 
39 
40 
Continuing fees and rental income
 
 
 
 
 
 
 
 
1,686 
1,521 
1,383 
Franchise and license fees and income
$ 420 
$ 385 
$ 374 
$ 366 
$ 354 
$ 349 
$ 554 
$ 491 
$ 1,733 
$ 1,560 
$ 1,423 
Other (Income) Expense (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2011
Dec. 25, 2010
Dec. 26, 2009
Other Income and Expenses [Abstract]
 
 
 
Equity income from investments in unconsolidated affiliates
$ (47)
$ (42)
$ (36)
Gain upon consolidation of a former unconsolidated affiliate in China
(68)1
Foreign exchange net (gain) loss and other
(6)
(1)
Other (income) expense
$ (53)
$ (43)
$ (104)
Supplemental Balance Sheet Information (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2011
Dec. 25, 2010
Dec. 26, 2009
Prepaid Expenses and Other Current Assets
 
 
 
Income tax receivable
$ 150 
$ 115 
 
Assets held for sale
24 
23 
 
Other prepaid expenses and current assets
164 
131 
 
Prepaid expenses and other current assets
338 
269 
 
Property, Plant and Equipment [Line Items]
 
 
 
Property, Plant and equipment, gross
7,267 
7,103 
 
Accumulated depreciation and amortization
(3,225)
(3,273)
 
Property, Plant and equipment, net
4,042 
3,830 
 
Depreciation and amortization expense related to property, plant and equipment
599 
565 
553 
Accounts Payable and Other Current Liabilities
 
 
 
Accounts payable
712 
540 
 
Accrued capital expenditures
229 
174 
 
Accrued compensation and benefits
440 
357 
 
Dividends payable
131 
118 
 
Accrued taxes, other than income taxes
112 
95 
 
Other current liabilities
250 
318 
 
Accounts payable and other current liabilities
1,874 
1,602 
 
Land
 
 
 
Property, Plant and Equipment [Line Items]
 
 
 
Property, Plant and equipment, gross
527 
542 
 
Buildings and improvements
 
 
 
Property, Plant and Equipment [Line Items]
 
 
 
Property, Plant and equipment, gross
3,856 
3,709 
 
Capital leases, primarily buildings
 
 
 
Property, Plant and Equipment [Line Items]
 
 
 
Property, Plant and equipment, gross
316 
274 
 
Machinery and equipment
 
 
 
Property, Plant and Equipment [Line Items]
 
 
 
Property, Plant and equipment, gross
$ 2,568 
$ 2,578 
 
Goodwill and Intangible Assets (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended 12 Months Ended
Dec. 31, 2011
Dec. 25, 2010
Dec. 31, 2011
LJS and AW
Dec. 31, 2011
U.S.
Dec. 25, 2010
U.S.
Dec. 31, 2011
YRI
Dec. 25, 2010
YRI
Oct. 31, 2011
YRI
KFC
South Africa
restaurants
Dec. 31, 2011
China
Dec. 25, 2010
China
Changes in the carrying amount of goodwill [Roll Forward]
 
 
 
 
 
 
 
 
 
 
Goodwill, gross (beginning balance)
$ 702 
$ 683 
 
$ 348 
$ 352 
$ 269 
$ 249 
 
$ 85 
$ 82 
Accumulated impairment losses (beginning balance)
(43)
(43)
 
(26)
(26)
(17)
(17)
 
Goodwill, net (beginning balance)
659 
640 
 
322 
326 
252 
232 
 
85 
82 
Acquisitions
32 1
37 2
 
32 1
37 2
 
Disposals and other, net
(10)3
(18)3
 
(11)3
(4)3
(2)3
(17)3
 
3
3
Goodwill, gross (ending balance)
698 4
702 
 
311 4
348 
299 
269 
 
88 
85 
Accumulated impairment losses (ending balance)
(17)4
(43)
 
4
(26)
(17)
(17)
 
Goodwill, net (ending balance)
681 4
659 
 
311 4
322 
282 
252 
 
88 
85 
Number of restaurants acquired
 
 
 
 
 
 
 
68 
 
 
Non-cash write-off of previously fully impaired Goodwill related to business divestitures
 
 
$ (26)
 
 
 
 
 
 
 
Goodwill and Intangible Assets (Details 2) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2011
Dec. 25, 2010
Dec. 26, 2009
Definite-lived intangible assets
 
 
 
Gross Carrying Amount
$ 417 
$ 628 
 
Accumulated Amortization
(149)
(184)
 
Definite-lived intangible assets, amortization expense
31 
29 
25 
Approximate amortization expense for definite-lived intangible assets - 2012
21 
 
 
Approximate amortization expense for definite-lived intangible assets - 2013
19 
 
 
Approximate amortization expense for definite-lived intangible assets - 2014
17 
 
 
Approximate amortization expense for definite-lived intangible assets - 2015
16 
 
 
Approximate amortization expense for definite-lived intangible assets - 2016
16 
 
 
Trademarks/brands [Member]
 
 
 
Indefinite-lived intangible assets
 
 
 
Gross Carrying Amount
31 
31 
 
Trademarks/brands [Member] |
LJS and AW
 
 
 
Definite-lived intangible assets
 
 
 
Net definite-lived intangible assets written off related to divestiture of LJS and A&W
164 
 
 
Finite-lived intangible assets, accumulated amortization written off related to divestiture of LJS and A&W
48 
 
 
Finite-lived intangible assets, future amortization expense, reduction due to divestiture of LJS and A&W
 
 
Franchise contract rights [Member]
 
 
 
Definite-lived intangible assets
 
 
 
Gross Carrying Amount
130 
163 
 
Accumulated Amortization
(77)
(83)
 
Trademarks/brands [Member]
 
 
 
Definite-lived intangible assets
 
 
 
Gross Carrying Amount
28 
234 
 
Accumulated Amortization
(12)
(57)
 
Lease tenancy rights [Member]
 
 
 
Definite-lived intangible assets
 
 
 
Gross Carrying Amount
58 
56 
 
Accumulated Amortization
(12)
(12)
 
Favorable operating leases [Member]
 
 
 
Definite-lived intangible assets
 
 
 
Gross Carrying Amount
29 
27 
 
Accumulated Amortization
(13)
(10)
 
Reacquired franchise rights [Member]
 
 
 
Definite-lived intangible assets
 
 
 
Gross Carrying Amount
167 
143 
 
Accumulated Amortization
(33)
(20)
 
Other [Member]
 
 
 
Definite-lived intangible assets
 
 
 
Gross Carrying Amount
 
Accumulated Amortization
$ (2)
$ (2)
 
Short-term Borrowings and Long-term Debt (Details)
In Millions, unless otherwise specified
3 Months Ended 12 Months Ended 3 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended
Jun. 11, 2011
USD ($)
Dec. 31, 2011
USD ($)
Dec. 25, 2010
USD ($)
Dec. 26, 2009
USD ($)
Dec. 31, 2011
Senior Unsecured Notes Due July 2012 [Member]
USD ($)
Dec. 31, 2011
Senior Unsecured Notes Due April 2016 [Member]
USD ($)
Dec. 31, 2011
Senior Unsecured Notes Due March 2018 [Member]
USD ($)
Dec. 31, 2011
Senior Unsecured Notes Due November 2037 [Member]
USD ($)
Dec. 31, 2011
Senior Unsecured Notes Due September 2015 [Member]
USD ($)
Dec. 31, 2011
Senior Unsecured Notes Due September 2019 [Member]
USD ($)
Dec. 31, 2011
Senior Unsecured Notes Due November 2020 [Member]
USD ($)
Sep. 3, 2011
Senior Unsecured Notes Due November 2021 [Member]
USD ($)
Years
Dec. 31, 2011
Senior Unsecured Notes Due November 2021 [Member]
USD ($)
Dec. 31, 2011
Senior Unsecured Notes Due September 2014 [Member]
USD ($)
Dec. 31, 2011
Senior Unsecured Notes Due September 2014 [Member]
CNY
Dec. 31, 2011
Line of Credit [Member]
USD ($)
Dec. 31, 2011
Line of Credit [Member]
Unsecured International Revolving Credit Facility [Member]
USD ($)
days
Dec. 25, 2010
Line of Credit [Member]
Unsecured International Revolving Credit Facility [Member]
USD ($)
Dec. 31, 2011
Line of Credit [Member]
Unsecured International Revolving Credit Facility [Member]
LIBOR [Member]
Dec. 31, 2011
Line of Credit [Member]
Unsecured International Revolving Credit Facility [Member]
Canadian Alternate Base Rate [Member]
Dec. 31, 2011
Line of Credit [Member]
Unsecured Revolving Credit Facility [Member]
USD ($)
Banks
Dec. 25, 2010
Line of Credit [Member]
Unsecured Revolving Credit Facility [Member]
USD ($)
Dec. 31, 2011
Line of Credit [Member]
Unsecured Revolving Credit Facility [Member]
LIBOR [Member]
Dec. 31, 2011
Line of Credit [Member]
Unsecured Revolving Credit Facility [Member]
Alternate Base Rate [Member]
Dec. 31, 2011
Senior Unsecured Notes [Member]
USD ($)
Months
days
Dec. 25, 2010
Senior Unsecured Notes [Member]
USD ($)
Dec. 31, 2011
Other Debt [Member]
USD ($)
Dec. 25, 2010
Other Debt [Member]
USD ($)
Short-term Borrowings
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current maturities of long-term debt
 
$ 315 
$ 668 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current portion of fair value hedge accounting adjustment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revolving credit facilities, current
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Short-term Borrowings
 
320 
673 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term Debt
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term debt
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3,012 
3,257 
64 
Capital lease obligations
 
279 
236 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total long-term debt
 
3,291 
3,557 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current maturities of long-term debt
 
(315)
(668)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term debt excluding long-term portion of hedge accounting adjustment
 
2,976 
2,889 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term portion of fair value hedge accounting adjustment
 
21 
26 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term debt including hedge accounting adjustment
 
2,997 
2,915 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Capital Lease Obligations Excluded from Annual Maturities
 
279 
236 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivative Instrument Adjustments Excluded from Annual Maturities Table
 
26 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Minimum principal payment failure amount that constitutes default
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
100 
 
 
 
 
 
 
 
 
50 
 
 
 
Line of Credit Facility [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Line of credit facility, maximum borrowing capacity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
350 
 
 
 
1,150 
 
 
 
 
 
 
 
Line of credit facility, expiration date
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
November 2012 
 
 
 
November 2012 
 
 
 
 
 
 
 
Line of credit facility, number of participating banks
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
24 
 
 
 
 
 
 
 
Line of credit facility, minimum commitment from participating banks
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
35 
 
 
 
20 
 
 
 
 
 
 
 
Line of credit facility, maximum commitment from participating banks
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
90 
 
 
 
93 
 
 
 
 
 
 
 
Unused Credit Facility
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
350 
 
 
 
727 
 
 
 
 
 
 
 
Outstanding letters of credit
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
423 
 
 
 
 
 
 
 
Outstanding borrowings
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt instrument, lower range of basis spread on variable rate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0.31% 
 
 
 
0.25% 
 
 
 
 
 
Debt instrument, upper range of basis spread on variable rate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1.50% 
 
 
 
1.25% 
 
 
 
 
 
Debt instrument, description of variable rate basis
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
LIBOR 
Canadian Alternate Base Rate 
 
 
LIBOR 
Alternate Base Rate 
 
 
 
 
Debt instrument, basis spread on variable rate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0.50% 
 
 
 
0.50% 
 
 
 
 
Senior Unsecured Notes [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Issuance date
 
 
 
 
June 2002 1
April 2006 1
October 2007 1
October 2007 1
August 2009 1
August 2009 1
August 2010 1
 
August 2011 1
September 2011 1
September 2011 1
 
 
 
 
 
 
 
 
 
 
 
 
 
Maturity date
 
 
 
 
July 2012 
April 2016 
March 2018 
November 2037 
September 2015 
September 2019 
November 2020 
 
November 2021 
September 2014 
September 2014 
 
 
 
 
 
 
 
 
 
 
 
 
 
Principal amount
 
 
 
 
263 
300 
600 
600 
250 
250 
350 
350 
350 
56 
350 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate, stated (in hundredths)
 
 
 
 
7.70% 
6.25% 
6.25% 
6.88% 
4.25% 
5.30% 
3.88% 
3.75% 
3.75% 
2.38% 
2.38% 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate, effective (in hundredths)
 
 
 
 
8.06% 2
6.03% 2
6.38% 2
7.29% 2
4.44% 2
5.59% 2
4.01% 2
 
3.88% 2
2.92% 2
2.92% 2
 
 
 
 
 
 
 
 
 
 
 
 
 
Maturity date range, start
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2012 
 
 
 
Maturity date range, end
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2037 
 
 
 
Interest rate, stated, minimum (in hundredths)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2.38% 
 
 
 
Interest rate, stated, maximum (in hundredths)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
7.70% 
 
 
 
Maturity term
 
 
 
 
 
 
 
 
 
 
 
10 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Repayments of Senior Unsecured Notes
650 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of months until first required interest payment after debt issuance
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Frequency of interest payments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
semi-annually 
 
 
 
Senior unsecured notes number of days notice on default
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
30 
 
 
 
Annual maturities of short-term borrowings and long-term debt excluding capital lease obligations and derivative instrument adjustments [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2012
 
263 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2014
 
56 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2015
 
250 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2016
 
300 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Thereafter
 
2,150 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
3,019 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense on short-term borrowings and long-term debt
 
$ 184 
$ 195 
$ 212 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Leases (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2011
Years
restaurants
Dec. 25, 2010
Dec. 26, 2009
Leases [Abstract]
 
 
 
Approximate number of restaurants operated
7,400 
 
 
Approximate number of restaurants operated on leased land and/or buildings
6,200 
 
 
Maximum duration of lease commitments from inception for the vast majority of our lease commitments (in years)
20 
 
 
Year longest lease expires
2151 
 
 
Capital leases, future minimum commitments [Abstract]
 
 
 
2012
$ 65 
 
 
2013
27 
 
 
2014
26 
 
 
2015
26 
 
 
2016
26 
 
 
Thereafter
267 
 
 
Capital leases, total future minimum commitments
437 
 
 
Operating leases, future minimum commitments [Abstract]
 
 
 
2012
612 
 
 
2013
578 
 
 
2014
538 
 
 
2015
494 
 
 
2016
462 
 
 
Thereafter
2,653 
 
 
Operating leases, total future minimum commitments
5,337 
 
 
Direct financing leases, lease receivables [Abstract]
 
 
 
2012
 
 
2013
 
 
2014
 
 
2015
 
 
2016
 
 
Thereafter
14 
 
 
Direct financing leases, total lease receivables
25 
 
 
Operating leases, lease receivables [Abstract]
 
 
 
2012
49 
 
 
2013
42 
 
 
2014
39 
 
 
2015
35 
 
 
2016
31 
 
 
Thereafter
139 
 
 
Operating leases, total lease receivables
335 
 
 
Present value of minimum payments under capital leases
279 
236 
 
Unearned income associated with direct financing lease receivables
14 
 
 
Rental expense
 
 
 
Minimum
625 
565 
541 
Contingent
233 
158 
123 
Total rental expense
858 
723 
664 
Minimum rental income
$ 66 
$ 44 
$ 38 
Derivative Instruments (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2011
Dec. 25, 2010
Derivatives, Fair Value [Line Items]
 
 
Total fair value of derivatives designated as hedging instruments
$ 34 
$ 45 
Unrealized gains associated with interest rate swaps that hedge the interest rate risk for a portion of our debt and reported as an addition to debt
26 
 
Interest Rate Swaps
 
 
Derivatives, Fair Value [Line Items]
 
 
Notional amount of interest rate derivative instruments outstanding
550 
 
Interest Rate Swaps |
Prepaid Expenses and other current assets
 
 
Derivatives, Fair Value [Line Items]
 
 
Derivative assets
10 
Interest Rate Swaps |
Other assets
 
 
Derivatives, Fair Value [Line Items]
 
 
Derivative assets
22 
33 
Interest Rate Swaps |
Short-term borrowings
 
 
Derivatives, Fair Value [Line Items]
 
 
Unrealized gains associated with interest rate swaps that hedge the interest rate risk for a portion of our debt and reported as an addition to debt
Interest Rate Swaps |
Long-term debt
 
 
Derivatives, Fair Value [Line Items]
 
 
Unrealized gains associated with interest rate swaps that hedge the interest rate risk for a portion of our debt and reported as an addition to debt
21 
26 
Foreign Currency Forwards
 
 
Derivatives, Fair Value [Line Items]
 
 
Notional amount of foreign currency derivative instruments outstanding
459 
 
Foreign Currency Forwards |
Prepaid Expenses and other current assets
 
 
Derivatives, Fair Value [Line Items]
 
 
Derivative assets
Foreign Currency Forwards |
Accounts payable and other current liabilities
 
 
Derivatives, Fair Value [Line Items]
 
 
Derivative liability
$ (1)
$ (3)
Derivative Instruments (Details 2) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2011
Dec. 25, 2010
Derivative Instruments, Gain (Loss) [Line Items]
 
 
Net deferred loss within AOCI due to treasury locks and forward starting interest rate swaps that have been cash settled
$ 12 
$ 13 
Interest Rate Swaps |
Fair value hedging |
Interest expense, net
 
 
Derivative Instruments, Gain (Loss) [Line Items]
 
 
Reduction to Interest Expense, net for recognized gains on interest rate swaps
24 
33 
Foreign Currency Forwards
 
 
Derivative Instruments, Gain (Loss) [Line Items]
 
 
Gains (losses) recognized into OCI, net of tax
32 
Gains (losses) reclassified from Accumulated OCI into income, net of tax
$ 1 
$ 33 
Fair Value Disclosures (Details) (USD $)
12 Months Ended
Dec. 31, 2011
Dec. 25, 2010
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract]
 
 
Fair Value, Level 1 to level 2 Transfers, Amount
$ 0 
 
Fair Value, Level 2 to level 1 Transfers, Amount
 
Debt obligations, excluding capital leases, estimate of fair value
3,500,000,000 
 
Debt obligations, excluding capital leases, carrying amount
3,000,000,000 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Derivative assets (liabilities), net
34,000,000 
45,000,000 
Recurring basis
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Total
49,000,000 
59,000,000 
Recurring basis |
Level 1 [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Other Investments
15,000,000 
14,000,000 
Recurring basis |
Level 2 [Member] |
Foreign Currency Forwards, net
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Derivative assets (liabilities), net
2,000,000 
4,000,000 
Recurring basis |
Level 2 [Member] |
Interest Rate Swaps, net
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Derivative assets (liabilities), net
32,000,000 
41,000,000 
Non-recurring basis
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Long-lived assets held for use
50,000,000 
184,000,000 
Total losses related to long-lived assets held for use and measured at fair value on a non-recurring basis
128,000,000 
110,000,000 
Non-recurring basis |
Refranchising (gain) loss
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Total losses related to long-lived assets held for use and measured at fair value on a non-recurring basis
95,000,000 
80,000,000 
Non-recurring basis |
Closures and impairment (income) expenses
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Total losses related to long-lived assets held for use and measured at fair value on a non-recurring basis
33,000,000 
30,000,000 
Non-recurring basis |
Level 1 [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Long-lived assets held for use
Non-recurring basis |
Level 2 [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Long-lived assets held for use
Non-recurring basis |
Level 3 [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Long-lived assets held for use
$ 50,000,000 
$ 184,000,000 
Pension, Retiree Medical and Retiree Savings Plans (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2011
Dec. 25, 2010
Dec. 26, 2009
Amounts recognized as a loss in Accumulated Other Comprehensive Income:
 
 
 
Accumulated benefit obligation
$ 1,496 
$ 1,212 
 
Assumed health care cost trend rates [Abstract]
 
 
 
Year that rate reaches ultimate trend rate
2028 
 
 
Effect of one-percentage point change in assumed health care cost trend rates [Abstract]
 
 
 
Maximum 401(k) participant contribution of eligible compensation
75.00% 
 
 
Company match of participant contribution up to 6% of eligible compensation
100.00% 
 
 
Maximum company match of participant contribution of eligible compensation
6.00% 
 
 
Defined Contribution Plan, Cost Recognized
14 
15 
16 
U.S. Pension Plans [Member]
 
 
 
Change in benefit obligation
 
 
 
Benefit obligation at beginning of year
1,108 
1,010 
 
Service cost
24 
25 
26 
Interest cost
64 
62 
58 
Participant contributions
 
Curtailment gain
(7)
(2)
 
Settlement loss
(1)
 
Special termination benefits
1
1
1
Exchange rate changes
 
Benefits paid
(40)
(57)
 
Settlement payments
(9)
 
Actuarial (gain) loss
227 
77 
 
Benefit obligation at end of year
1,381 
1,108 
1,010 
Change in plan assets
 
 
 
Fair value of plan assets at beginning of year
907 
835 
 
Actual return on plan assets
83 
108 
 
Employer contributions
53 
35 
 
Participant contributions
 
Settlement payments
(9)
 
Benefits paid
(40)
(57)
 
Exchange rate changes
 
Administrative expenses
(5)
(5)
 
Fair value of plan assets at end of year
998 
907 
835 
Funded status at end of year
(383)
(201)
 
Amounts recognized in the Consolidated Balance Sheet:
 
 
 
Accrued benefit asset - non-current
 
Accrued benefit liability - current
(14)
(10)
 
Accrued benefit liability - non-current
(369)
(191)
 
Accrued benefit amounts recognized
(383)
(201)
 
Amounts recognized as a loss in Accumulated Other Comprehensive Income:
 
 
 
Actuarial net loss
540 
359 
 
Prior service cost
 
Amounts recognized as a loss in Accumulated Other Comprehensive Income
543 
363 
346 
Information for pension plans with an accumulated benefit obligation in excess of plan assets:
 
 
 
Projected benefit obligation
1,381 
1,108 
 
Accumulated benefit obligation
1,327 
1,057 
 
Fair value of plan assets
998 
907 
 
Information for pension plans with a projected benefit obligation in excess of plan assets:
 
 
 
Projected benefit obligation
1,381 
1,108 
 
Accumulated benefit obligation
1,327 
1,057 
 
Fair value of plan assets
998 
907 
 
Discretionary funding contributions in next year
30 
 
 
Components of net periodic benefit cost:
 
 
 
Service cost
24 
25 
26 
Interest cost
64 
62 
58 
Amortization of prior service cost
2
2
2
Expected return on plan assets
(71)
(70)
(59)
Amortization of net loss
31 
23 
13 
Net periodic benefit cost
49 
41 
39 
Additional loss recognized due to:
 
 
 
Settlement
3
3
3
Special termination benefits
1
1
1
Pension losses in accumulated other comprehensive income (loss):
 
 
 
Beginning of year
363 
346 
 
Net actuarial (gain) loss
219 
43 
 
Curtailment gain
(7)
(2)
 
Amortization of net loss
(31)
(23)
 
Amortization of prior service cost
(1)
(1)
 
Exchange rate changes
 
End of year
543 
363 
346 
Amounts that will be amortized from accumulated other comprehensive loss in next fiscal year [Abstract]
 
 
 
Estimated net loss that will be amortized from accumulated other comprehensive loss into net periodic pension cost next year
63 
 
 
Estimated prior service cost that will be amortized from accumulated other comprehensive loss into net periodic pension cost next year
 
 
Weighted-average assumptions used to determine benefit obligations at the measurement dates:
 
 
 
Discount rate (in hundredths)
4.90% 
5.90% 
 
Rate of compensation increase (in hundredths)
3.75% 
3.75% 
 
Weighted-average assumptions used to determine the net periodic benefit cost for fiscal years:
 
 
 
Discount rate (in hundredths)
5.90% 
6.30% 
6.50% 
Long-term rate return on plan assets (in hundredths)
7.75% 
7.75% 
8.00% 
Rate of compensation increase (in hundredths)
3.75% 
3.75% 
3.75% 
Plan Assets [Abstract]
 
 
 
Percentage of total pension plan assets composed of investments (in hundredths)
85.00% 
 
 
Equity securities, target allocation (in hundredths)
55.00% 
 
 
Fixed income securities, target allocation (in hundredths)
45.00% 
 
 
Value of mutual fund held as an investment that includes YUM stock
0.7 
0.6 
 
Approximate percentage of total plan assets in investment that includes YUM stock (in hundredths)
1.00% 
 
 
Net payable for unsettled transactions
51 
 
 
Benefit Payments [Abstract]
 
 
 
2012
68 
 
 
2013
50 
 
 
2014
47 
 
 
2015
50 
 
 
2016
51 
 
 
2017 - 2021
309 
 
 
U.S. Pension Plans [Member] |
Level 1 [Member] |
Cash [Member]
 
 
 
Change in plan assets
 
 
 
Fair value of plan assets at end of year
4
 
 
U.S. Pension Plans [Member] |
Level 2 [Member] |
Cash Equivalents [Member]
 
 
 
Change in plan assets
 
 
 
Fair value of plan assets at end of year
62 4
 
 
U.S. Pension Plans [Member] |
Level 2 [Member] |
Equity Securities - U.S. Large cap [Member]
 
 
 
Change in plan assets
 
 
 
Fair value of plan assets at end of year
324 5
 
 
U.S. Pension Plans [Member] |
Level 2 [Member] |
Equity Securities - U.S. Mid cap [Member]
 
 
 
Change in plan assets
 
 
 
Fair value of plan assets at end of year
54 5
 
 
U.S. Pension Plans [Member] |
Level 2 [Member] |
Equity Securities - U.S. Small cap [Member]
 
 
 
Change in plan assets
 
 
 
Fair value of plan assets at end of year
54 5
 
 
U.S. Pension Plans [Member] |
Level 2 [Member] |
Equity Securities - Non-U.S. [Member]
 
 
 
Change in plan assets
 
 
 
Fair value of plan assets at end of year
88 5
 
 
U.S. Pension Plans [Member] |
Level 2 [Member] |
Fixed Income Securities - U.S. Corporate [Member]
 
 
 
Change in plan assets
 
 
 
Fair value of plan assets at end of year
263 5
 
 
U.S. Pension Plans [Member] |
Level 2 [Member] |
Fixed Income Securities - Non-U.S. Corporate [Member]
 
 
 
Change in plan assets
 
 
 
Fair value of plan assets at end of year
5
 
 
U.S. Pension Plans [Member] |
Level 2 [Member] |
Fixed Income Securities - U.S. Government and Government Agencies [Member]
 
 
 
Change in plan assets
 
 
 
Fair value of plan assets at end of year
164 6
 
 
U.S. Pension Plans [Member] |
Level 2 [Member] |
Fixed Income Securities - Non-U.S. Government [Member]
 
 
 
Change in plan assets
 
 
 
Fair value of plan assets at end of year
39 5 6
 
 
U.S. Pension Plans [Member] |
Level 2 [Member] |
Alternative Investments [Member]
 
 
 
Change in plan assets
 
 
 
Fair value of plan assets at end of year
5
 
 
U.S. Pension Plans [Member] |
Amount settled prior to year end [Member]
 
 
 
Change in plan assets
 
 
 
Fair value of plan assets at end of year
1,049 7
 
 
International Pension Plans [Member]
 
 
 
Change in benefit obligation
 
 
 
Benefit obligation at beginning of year
187 
176 
 
Service cost
Interest cost
10 
Participant contributions
 
Curtailment gain
(10)
 
Settlement loss
 
Special termination benefits
Exchange rate changes
(9)
 
Benefits paid
(2)
(4)
 
Settlement payments
 
Actuarial (gain) loss
(5)
 
Benefit obligation at end of year
187 
187 
176 
Change in plan assets
 
 
 
Fair value of plan assets at beginning of year
164 
141 
 
Actual return on plan assets
10 
14 
 
Employer contributions
10 
17 
 
Participant contributions
 
Settlement payments
 
Benefits paid
(2)
(4)
 
Exchange rate changes
(6)
 
Administrative expenses
 
Fair value of plan assets at end of year
183 
164 
141 
Funded status at end of year
(4)
(23)
 
Amounts recognized in the Consolidated Balance Sheet:
 
 
 
Accrued benefit asset - non-current
 
Accrued benefit liability - current
 
Accrued benefit liability - non-current
(12)
(23)
 
Accrued benefit amounts recognized
(4)
(23)
 
Amounts recognized as a loss in Accumulated Other Comprehensive Income:
 
 
 
Actuarial net loss
30 
46 
 
Prior service cost
 
Amounts recognized as a loss in Accumulated Other Comprehensive Income
30 
46 
48 
Information for pension plans with an accumulated benefit obligation in excess of plan assets:
 
 
 
Projected benefit obligation
 
Accumulated benefit obligation
 
Fair value of plan assets
 
Information for pension plans with a projected benefit obligation in excess of plan assets:
 
 
 
Projected benefit obligation
99 
187 
 
Accumulated benefit obligation
87 
155 
 
Fair value of plan assets
87 
164 
 
Discretionary funding contributions in next year
 
 
Components of net periodic benefit cost:
 
 
 
Service cost
Interest cost
10 
Amortization of prior service cost
2
2
2
Expected return on plan assets
(12)
(9)
(7)
Amortization of net loss
Net periodic benefit cost
Additional loss recognized due to:
 
 
 
Settlement
3
3
3
Special termination benefits
Pension losses in accumulated other comprehensive income (loss):
 
 
 
Beginning of year
46 
48 
 
Net actuarial (gain) loss
(5)
 
Curtailment gain
(10)
 
Amortization of net loss
(2)
(2)
 
Amortization of prior service cost
 
Exchange rate changes
(2)
 
End of year
30 
46 
48 
Amounts that will be amortized from accumulated other comprehensive loss in next fiscal year [Abstract]
 
 
 
Estimated net loss that will be amortized from accumulated other comprehensive loss into net periodic pension cost next year
 
 
Weighted-average assumptions used to determine benefit obligations at the measurement dates:
 
 
 
Discount rate (in hundredths)
4.75% 
5.40% 
 
Rate of compensation increase (in hundredths)
3.85% 
4.42% 
 
Weighted-average assumptions used to determine the net periodic benefit cost for fiscal years:
 
 
 
Discount rate (in hundredths)
5.40% 
5.50% 
5.51% 
Long-term rate return on plan assets (in hundredths)
6.64% 
6.66% 
7.20% 
Rate of compensation increase (in hundredths)
4.41% 
4.42% 
4.12% 
Benefit Payments [Abstract]
 
 
 
2012
 
 
2013
 
 
2014
 
 
2015
 
 
2016
 
 
2017 - 2021
 
 
International Pension Plans [Member] |
Level 1 [Member] |
Cash [Member]
 
 
 
Change in plan assets
 
 
 
Fair value of plan assets at end of year
4
 
 
International Pension Plans [Member] |
Level 2 [Member] |
Cash Equivalents [Member]
 
 
 
Change in plan assets
 
 
 
Fair value of plan assets at end of year
4
 
 
International Pension Plans [Member] |
Level 2 [Member] |
Equity Securities - U.S. Large cap [Member]
 
 
 
Change in plan assets
 
 
 
Fair value of plan assets at end of year
5
 
 
International Pension Plans [Member] |
Level 2 [Member] |
Equity Securities - U.S. Mid cap [Member]
 
 
 
Change in plan assets
 
 
 
Fair value of plan assets at end of year
5
 
 
International Pension Plans [Member] |
Level 2 [Member] |
Equity Securities - U.S. Small cap [Member]
 
 
 
Change in plan assets
 
 
 
Fair value of plan assets at end of year
5
 
 
International Pension Plans [Member] |
Level 2 [Member] |
Equity Securities - Non-U.S. [Member]
 
 
 
Change in plan assets
 
 
 
Fair value of plan assets at end of year
109 5
 
 
International Pension Plans [Member] |
Level 2 [Member] |
Fixed Income Securities - U.S. Corporate [Member]
 
 
 
Change in plan assets
 
 
 
Fair value of plan assets at end of year
5
 
 
International Pension Plans [Member] |
Level 2 [Member] |
Fixed Income Securities - Non-U.S. Corporate [Member]
 
 
 
Change in plan assets
 
 
 
Fair value of plan assets at end of year
23 5
 
 
International Pension Plans [Member] |
Level 2 [Member] |
Fixed Income Securities - U.S. Government and Government Agencies [Member]
 
 
 
Change in plan assets
 
 
 
Fair value of plan assets at end of year
6
 
 
International Pension Plans [Member] |
Level 2 [Member] |
Fixed Income Securities - Non-U.S. Government [Member]
 
 
 
Change in plan assets
 
 
 
Fair value of plan assets at end of year
11 5 6
 
 
International Pension Plans [Member] |
Level 2 [Member] |
Alternative Investments [Member]
 
 
 
Change in plan assets
 
 
 
Fair value of plan assets at end of year
40 5
 
 
International Pension Plans [Member] |
Amount settled prior to year end [Member]
 
 
 
Change in plan assets
 
 
 
Fair value of plan assets at end of year
183 
 
 
Post-retirement Plan [Member]
 
 
 
Change in benefit obligation
 
 
 
Special termination benefits
 
 
Amounts recognized as a loss in Accumulated Other Comprehensive Income:
 
 
 
Actuarial net loss
(12)
(6)
 
Accumulated benefit obligation
86 
78 
 
Components of net periodic benefit cost:
 
 
 
Net periodic benefit cost
Additional loss recognized due to:
 
 
 
Special termination benefits
 
 
Benefit Payments [Abstract]
 
 
 
2012
 
 
2013
 
 
2014
 
 
2015
 
 
2016
 
 
2017 - 2021
29 
 
 
Assumed health care cost trend rates [Abstract]
 
 
 
Assumed health care cost trend rate (in hundredths)
7.50% 
7.70% 
 
Ultimate trend rate (in hundredths)
4.50% 
 
 
Effect of one-percentage point change in assumed health care cost trend rates [Abstract]
 
 
 
One percentage-point increase in assumed health care cost trend rates, maximum impact to service and interest cost
 
 
One percentage-point decrease in assumed health care cost trend rates, maximum impact to service and interest cost
 
 
One percentage-point increase in assumed health care cost trend rates, maximum impact to post-retirement benefit obligation
 
 
One percentage-point decrease in assumed health care cost trend rates, maximum impact to post-retirement benefit obligation
 
 
Accumulated Other Comprehensive Income (Loss) [Member] |
UK Pension Plans [Member]
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Recognized net gain (loss) due to curtailment
$ 10 
 
 
Share-based and Deferred Compensation Plans (Details) (USD $)
In Millions, except Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2011
Years
groups
plans
Dec. 25, 2010
Years
Dec. 26, 2009
Years
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
Number of stock award plans in effect
 
 
Approximate number of shares available for grant (in shares)
19,000,000 
 
 
Weighted-average assumptions used in the Black-Scholes option-pricing model [Abstract]
 
 
 
Risk-free interest rate (in hundredths)
2.00% 
2.40% 
1.90% 
Expected term (years)
5.9 
6.0 
5.9 
Expected volatility (in hundredths)
28.20% 
30.00% 
32.30% 
Expected dividend yield (in hundredths)
2.00% 
2.50% 
2.60% 
Number of homogeneous groups appropriate to group awards into when estimating expected term
 
 
Graded vesting schedule of grants made to executives under other stock award plans
25% per year 
 
 
Average number of years after which restaurant-level employees exercised stock awards
5 years 
 
 
Average number of years after which executives exercised stock awards
6 years 
 
 
Summary of award activity - Stock options and SARs, additional disclosures [Abstract]
 
 
 
Options outstanding at the end of the year (in shares)
8,161,000 
 
 
SARs outstanding at the end of the year (in shares)
25,347,000 
 
 
Options outstanding at the end of the year, Weighted-average exercise price (in dollars per share)
$ 21.56 
 
 
SARs outstanding at the end of the year, Weighted-average exercise price (in dollars per share)
$ 34.41 
 
 
Impact on net income [Abstract]
 
 
 
Allocated Share-based Compensation Expense
$ 59 
$ 47 
$ 56 
Deferred Tax Benefit recognized
18 
13 
17 
EID compensation expense not share-based
Cash received from stock options exercises
59 
102 
113 
Tax benefit realized on tax returns from tax deductions associated with stock options and SARs exercised
72 
82 
68 
Restricted Stock Units and Performance Share Units [Member]
 
 
 
Summary of award activity - Stock options and SARs, additional disclosures [Abstract]
 
 
 
Unrecognized compensation cost
10 
 
 
Unvested RSUs and PSUs
1,000,000 
 
 
Stock Options and Stock Appreciation Rights [Member]
 
 
 
Summary of award activity - Stock options and SARs [Roll Forward]
 
 
 
Outstanding at the beginning of the year (in shares)
36,438,000 
 
 
Granted (in shares)
5,023,000 
 
 
Exercised (in shares)
(6,645,000)
 
 
Forfeited or expired (in shares)
(1,308,000)
 
 
Outstanding at the end of the year (in shares)
33,508,000 1
36,438,000 
 
Summary of award activity - Stock options and SARs, additional disclosures [Abstract]
 
 
 
Outstanding at the beginning of the year, Weighted-average exercise price (in dollars per share)
$ 26.91 
 
 
Granted, Weighted-average exercise price (in dollars per share)
$ 49.59 
 
 
Exercised, Weighted-average exercise price (in dollars per share)
$ 20.33 
 
 
Forfeited or expired, Weighted-average exercise price (in dollars per share)
$ 35.52 
 
 
Outstanding at the end of the year, Weighted-average exercise price (in dollars per share)
$ 31.28 
$ 26.91 
 
Outstanding at the end of the year, Weighted-average remaining contractual term (in years)
5.96 
 
 
Outstanding at the end of the year, Aggregate intrinsic value (in dollars)
929 
 
 
Exercisable at the end of the year (in shares)
18,709,000 
 
 
Exercisable at the end of the year, Weighted-average exercise price (in dollars per share)
$ 26.00 
 
 
Exercisable at the end of the year, Weighted-average remaining contractual term (in years)
4.48 
 
 
Exercisable at the end of the year, Aggregate intrinsic value (in dollars)
618 
 
 
Weighted-average grant-date fair value of awards granted (in dollars per share)
$ 11.78 
$ 8.21 
$ 7.29 
Total intrinsic value of stock options and SARs exercised
226 
259 
217 
Unrecognized compensation cost
82 
 
 
Unrecognized compensation cost, weighted-average period of recognition (in years)
2.5 
 
 
Total fair value at grant date of awards vested
43 
47 
52 
Impact on net income [Abstract]
 
 
 
Allocated Share-based Compensation Expense
49 
40 
48 
Restricted Stock Units (RSUs) [Member]
 
 
 
Impact on net income [Abstract]
 
 
 
Allocated Share-based Compensation Expense
Performance Share Units [Member]
 
 
 
Impact on net income [Abstract]
 
 
 
Allocated Share-based Compensation Expense
$ 5 
$ 2 
$ 1 
Long Term Incentive Plans [Member]
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
Minimum vesting period of outstanding awards (in years)
immediate 
 
 
Maximum vesting period of outstanding awards (in years)
5 years 
 
 
Period after grant when outstanding awards expire (in years)
10 years 
 
 
Restaurant General Manager Stock Option Plan [Member]
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
Period after grant when outstanding awards expire (in years)
10 years 
 
 
Vesting period (in years)
4 years 
 
 
SharePower Plan [Member]
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
Period after grant when outstanding awards expire (in years)
10 years 
 
 
Vesting period (in years)
4 years 
 
 
Executive Income Deferral Plan [Member]
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
Percentage of Company match on amount deferred (in hundredths)
33.00% 
 
 
Vesting period of deferred incentive compensation receiving Company match (in years)
2 years 
 
 
Shareholders' Equity (Details) (USD $)
In Millions, except Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2011
Dec. 25, 2010
Dec. 26, 2009
Repurchase Of Shares Of The Company's Common Stock [Line Items]
 
 
 
Shares Repurchased (in shares)
14,305,000 1
9,759,000 1
Dollar Value of Shares Repurchased
$ 733 1
$ 390 1
$ 0 
Value of share repurchases in current fiscal year but with settlement dates in subsequent year
 
19 
 
Value of share repurchases in current fiscal year but with settlement dates in subsequent year (in shares)
 
400,000 
 
Accumulated other comprehensive income (loss), net of tax [Abstract]
 
 
 
Foreign currency translation adjustment
140 
55 
 
Pension and post-retirement losses, net of tax
(375)
(269)
 
Net unrealized losses on derivative instruments, net of tax
(12)
(13)
 
Total accumulated other comprehensive income (loss)
(247)
(227)
 
November 2011 [Member]
 
 
 
Repurchase Of Shares Of The Company's Common Stock [Line Items]
 
 
 
Shares Repurchased (in shares)
Dollar Value of Shares Repurchased
Authorized Share Repurchases
750 
 
 
Expiration Date Of Share Repurchase Authorization
May 2013 
 
 
January 2011 [Member]
 
 
 
Repurchase Of Shares Of The Company's Common Stock [Line Items]
 
 
 
Shares Repurchased (in shares)
10,864,000 
Dollar Value of Shares Repurchased
562 
Remaining dollar value of shares that may be repurchased
188 
 
 
March 2010 [Member]
 
 
 
Repurchase Of Shares Of The Company's Common Stock [Line Items]
 
 
 
Shares Repurchased (in shares)
3,441,000 
2,161,000 
Dollar Value of Shares Repurchased
171 
107 
September 2009 [Member]
 
 
 
Repurchase Of Shares Of The Company's Common Stock [Line Items]
 
 
 
Shares Repurchased (in shares)
7,598,000 
Dollar Value of Shares Repurchased
$ 0 
$ 283 
$ 0 
Income Taxes (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2011
Dec. 25, 2010
Dec. 26, 2009
U.S. and foreign income before income taxes [Abstract]
 
 
 
U.S.
$ 266 
$ 345 
$ 269 
Foreign
1,393 
1,249 
1,127 
Income Before Income Taxes
1,659 1 2 3 4
1,594 1 3 4
1,396 1 2 3 5
Details of income tax provision (benefit) [Abstract]
 
 
 
Current: Federal
78 
155 
(21)
Current: Foreign
374 
356 
251 
Current: State
15 
11 
Total current income tax provision (benefit)
461 
526 
241 
Deferred: Federal
(83)
(82)
92 
Deferred: Foreign
(40)
(29)
(30)
Deferred: State
(14)
10 
Total deferred income tax provision (benefit)
(137)
(110)
72 
Total income tax provision (benefit)
324 
416 
313 
Income Tax Expense (Benefit), Continuing Operations, Income Tax Reconciliation [Abstract]
 
 
 
U.S. federal statutory tax
580 
558 
489 
State income tax, net of federal tax benefit
12 
14 
Statutory rate differential attributable to foreign operations
(218)
(235)
(159)
Adjustments to reserves and prior years
24 
55 
(9)
Net tax benefit from LJS and A&W divestitures
(72)
Change in valuation allowance
22 
22 
(9)
Other, net
(14)
(13)
Total income tax provision (benefit)
324 
416 
313 
Effective income tax rate reconciliation [Abstract]
 
 
 
U.S. federal statutory rate (in hundredths)
35.00% 
35.00% 
35.00% 
State income tax, net of federal tax benefit (in hundredths)
0.10% 
0.70% 
1.00% 
Statutory rate differential attributable to foreign operations (in hundredths)
(13.10%)
(14.70%)
(11.40%)
Adjustments to reserves and prior years (in hundredths)
1.40% 
3.50% 
(0.60%)
Net tax benefit from LJS and A&W divestitures (in hundreths)
(4.30%)
0.00% 
0.00% 
Change in valuation allowance (in hundredths)
1.30% 
1.40% 
(0.70%)
Other, net (in hundredths)
(0.90%)
0.20% 
(0.90%)
Effective income tax rate (in hundredths)
19.50% 
26.10% 
22.40% 
Change in adjustments to reserves and prior years, impact on effective tax rate (in hundredths)
 
 
(1.60%)
Income Tax And Effective Tax Rate [Abstract]
 
 
 
Gain on consolidation of a former unconsolidated affiliate in China
(68)6
Affiliate in Shanghai, China [Member]
 
 
 
Income Tax And Effective Tax Rate [Abstract]
 
 
 
Gain on consolidation of a former unconsolidated affiliate in China
 
 
(68)
Income tax expense (benefit) related to consolidation of a former unconsolidated affiliate
 
 
LJS and AW
 
 
 
Income Tax And Effective Tax Rate [Abstract]
 
 
 
Tax benefit recognized on business divestitures
(117)
 
 
Tax benefit on net pre-tax losses and other costs related to business divestitures
(32)
 
 
Pre-tax losses recognized on business divestitures
86 
 
 
Net tax benefit on business divestitures, including benefit on pre-tax losses and valuation allowance related to capital losses
(104)
 
 
U.S. |
LJS and AW
 
 
 
Income Tax And Effective Tax Rate [Abstract]
 
 
 
Goodwill impairment loss
 
 
26 
Income tax expense (benefit) related to goodwill impairment
 
 
U.S. state [Member] |
LJS and AW
 
 
 
Income Tax And Effective Tax Rate [Abstract]
 
 
 
Tax benefit recognized on business divestitures
(8)
 
 
Current Year Operations
 
 
 
Changes in valuation allowance [Roll Forward]
 
 
 
Valuation Allowance, Change in Amount
15 
25 
16 
Current Year Operations |
LJS and AW
 
 
 
Changes in valuation allowance [Roll Forward]
 
 
 
Valuation Allowance, Change in Amount
45 
 
 
Current Year Operations |
U.S. state [Member] |
LJS and AW
 
 
 
Changes in valuation allowance [Roll Forward]
 
 
 
Valuation Allowance, Change in Amount
 
 
Changes in Judgement
 
 
 
Changes in valuation allowance [Roll Forward]
 
 
 
Valuation Allowance, Change in Amount
$ 7 
$ (3)
$ (25)
Income Taxes (Details 2) (USD $)
Dec. 31, 2011
Dec. 25, 2010
Net deferred tax assets (liabilities) [Abstract]
 
 
Operating loss and tax credit carryforwards
$ 590,000,000 
$ 335,000,000 
Employee benefits
259,000,000 
171,000,000 
Share-based compensation
106,000,000 
102,000,000 
Self-insured casualty claims
47,000,000 
50,000,000 
Lease related liabilities
137,000,000 
166,000,000 
Various liabilities
72,000,000 
89,000,000 
Deferred income and other
49,000,000 
97,000,000 
Gross deferred tax assets
1,260,000,000 
1,010,000,000 
Deferred tax asset valuation allowances
(368,000,000)
(306,000,000)
Net deferred tax assets
892,000,000 
704,000,000 
Intangible assets, including goodwill
(147,000,000)
(211,000,000)
Property, plant and equipment
(92,000,000)
(108,000,000)
Other
(53,000,000)
(29,000,000)
Gross deferred tax liabilities
(292,000,000)
(348,000,000)
Net deferred tax assets (liabilities)
600,000,000 
356,000,000 
Reported in Consolidated Balance Sheets as:
 
 
Deferred income taxes - current
112,000,000 
61,000,000 
Deferred income taxes - long-term
549,000,000 
366,000,000 
Accounts payable and other current liabilities
(16,000,000)
(20,000,000)
Other liabilities and deferred credits
(45,000,000)
(51,000,000)
Net deferred tax assets (liabilities)
600,000,000 
356,000,000 
Undistributed foreign earnings [Member]
 
 
Deferred tax liability not recognized [Line Items]
 
 
Cumulative amount of the temporary difference
$ 1,700,000,000 
 
Income Taxes (Details 3) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2011
Operating and capital loss carryforwards [Line Items]
 
Amount of operating and capital loss carryforwards due to expire in 2012
$ 26 
Amount of operating and capital loss carryforwards due to expire between 2013 and 2016
258 
Amount of operating and capital loss carryforwards due to expire between 2017 and 2031
1,906 
Amount of operating and capital loss carryforwards which may be carried forward indefinitely
838 
Total operating and capital loss carryforwards
3,028 
Foreign [Member]
 
Operating and capital loss carryforwards [Line Items]
 
Amount of operating and capital loss carryforwards due to expire in 2012
Amount of operating and capital loss carryforwards due to expire between 2013 and 2016
66 
Amount of operating and capital loss carryforwards due to expire between 2017 and 2031
136 
Amount of operating and capital loss carryforwards which may be carried forward indefinitely
833 
Total operating and capital loss carryforwards
1,039 
U.S. federal and state [Member]
 
Operating and capital loss carryforwards [Line Items]
 
Amount of operating and capital loss carryforwards due to expire in 2012
22 
Amount of operating and capital loss carryforwards due to expire between 2013 and 2016
192 
Amount of operating and capital loss carryforwards due to expire between 2017 and 2031
1,770 
Amount of operating and capital loss carryforwards which may be carried forward indefinitely
Total operating and capital loss carryforwards
$ 1,989 
Income Taxes (Details 4) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2011
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
 
Amount of unrecognized tax benefits that may decrease in the next 12 months
$ 89 
Impact On Next Years' Effective Tax Rate [Member]
 
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
 
Amount of unrecognized tax benefits that may decrease in the next 12 months
$ 39 
Income Taxes (Details 5) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2011
Dec. 25, 2010
Dec. 26, 2009
Unrecognized tax benefits [Abstract]
 
 
 
Percentage threshold that the positions taken or expected to be taken is more likely than not sustained upon examination by tax authorities (in hundredths)
50.00% 
 
 
Unrecognized tax benefits, which, if recognized, would affect effective tax rate
$ 197 
$ 227 
 
Unrecognized tax benefits reconciliation [Roll Forward]
 
 
 
Beginning of Year
308 
301 
 
Additions on tax positions related to the current year
85 
45 
 
Additions for tax positions of prior years
38 
35 
 
Reductions for tax positions of prior years
(58)
(19)
 
Reductions for settlements
(8)
(41)
 
Reductions due to statute expiration
(22)
(10)
 
Foreign currency translation adjustment
(3)
 
End of Year
348 
308 
301 
Income Tax Examination [Line Items]
 
 
 
Accrued interest and penalties
53 
48 
 
Total interest and penalties recorded during the period
(2)
13 
U.S. federal [Member]
 
 
 
Income Tax Examination [Line Items]
 
 
 
Open tax years
2004 – 2011 
 
 
U.S. federal [Member] |
Income Tax Expense (Benefit) [Member] |
2004 - 2006
 
 
 
Income Tax Examination [Line Items]
 
 
 
Possible losses due to an IRS proposed adjustment to increase the taxable value of rights to intangibles transferred to foreign subsidiaries
700 
 
 
U.S. federal [Member] |
Income Tax Expense (Benefit) [Member] |
2007 - present
 
 
 
Income Tax Examination [Line Items]
 
 
 
Possible losses due to an IRS proposed adjustment to increase the taxable value of rights to intangibles transferred to foreign subsidiaries
350 
 
 
U.S. federal [Member] |
Interest Expense [Member] |
2004 - 2006
 
 
 
Income Tax Examination [Line Items]
 
 
 
Possible losses due to an IRS proposed adjustment to increase the taxable value of rights to intangibles transferred to foreign subsidiaries
170 
 
 
U.S. federal [Member] |
Interest Expense [Member] |
2007 - present
 
 
 
Income Tax Examination [Line Items]
 
 
 
Possible losses due to an IRS proposed adjustment to increase the taxable value of rights to intangibles transferred to foreign subsidiaries
$ 25 
 
 
China tax authority [Member]
 
 
 
Income Tax Examination [Line Items]
 
 
 
Open tax years
2008 – 2011 
 
 
United Kingdom tax authority [Member]
 
 
 
Income Tax Examination [Line Items]
 
 
 
Open tax years
2003 – 2011 
 
 
Mexico tax authority [Member]
 
 
 
Income Tax Examination [Line Items]
 
 
 
Open tax years
2005 – 2011 
 
 
Australia tax authority [Member]
 
 
 
Income Tax Examination [Line Items]
 
 
 
Open tax years
2007 – 2011 
 
 
Reportable Operating Segments (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 4 Months Ended 12 Months Ended
Sep. 3, 2011
Jun. 11, 2011
Mar. 19, 2011
Sep. 4, 2010
Jun. 12, 2010
Mar. 20, 2010
Dec. 31, 2011
Dec. 25, 2010
Dec. 31, 2011
Dec. 25, 2010
Dec. 26, 2009
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Total revenues
$ 3,274 
$ 2,816 
$ 2,425 
$ 2,862 
$ 2,574 
$ 2,345 
$ 4,111 
$ 3,562 
$ 12,626 
$ 11,343 
$ 10,836 
Franchise and license fees and income
420 
385 
374 
366 
354 
349 
554 
491 
1,733 
1,560 
1,423 
Operating Profit
488 1
419 
401 1
544 
421 
364 2
507 1
440 2
1,815 1 3 4 5 6
1,769 2 3 5 6
1,590 3 4 5 7
Occupancy and other operating expenses
 
 
 
 
 
 
 
 
3,089 
2,857 
2,777 
Closures and impairment (income) expenses
 
 
 
 
 
 
 
 
135 
47 
103 
Other (income) expense
 
 
 
 
 
 
 
 
(53)
(43)
(104)
Refranchising (gain) loss
 
 
 
 
 
 
 
 
72 8 9
63 10 11 8
(26)10
Interest expense, net
 
 
 
 
 
 
 
 
156 
175 
194 
Income Before Income Taxes
 
 
 
 
 
 
 
 
1,659 3 4 5 6
1,594 3 5 6
1,396 3 4 5 7
Depreciation and amortization
 
 
 
 
 
 
 
 
628 6
589 6
580 
Capital Spending
 
 
 
 
 
 
 
 
940 
796 
797 
Identifiable Assets
 
 
 
 
 
 
8,834 12
8,316 12
8,834 12
8,316 12
7,148 12
Long Lived Assets
 
 
 
 
 
 
5,022 13
4,964 13
5,022 13
4,964 13
5,001 13
Equity income from investments in unconsolidated affiliates
 
 
 
 
 
 
 
 
47 
42 
36 
Gain on consolidation of a former unconsolidated affiliate in China
 
 
 
 
 
 
 
 
(68)14
Investments in unconsolidated affiliates
 
 
 
 
 
 
167 
154 
167 
154 
 
Affiliate in Shanghai, China [Member]
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Gain on consolidation of a former unconsolidated affiliate in China
 
 
 
 
 
 
 
 
 
 
(68)
KFC
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Number of countries and territories where each concept operates
 
 
 
 
 
 
115 
 
115 
 
 
KFC |
Affiliate in Shanghai, China [Member]
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Gain on consolidation of a former unconsolidated affiliate in China
 
 
 
 
 
 
 
 
 
 
(68)
Pizza Hut
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Number of countries and territories where each concept operates
 
 
 
 
 
 
97 
 
97 
 
 
Taco Bell
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Number of countries and territories where each concept operates
 
 
 
 
 
 
27 
 
27 
 
 
China
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Total revenues
 
 
 
 
 
 
 
 
5,566 
4,135 
3,407 
Operating Profit
 
 
 
 
 
 
 
 
908 5
755 5
596 5
Closures and impairment (income) expenses
 
 
 
 
 
 
 
 
12 
16 
Refranchising (gain) loss
 
 
 
 
 
 
 
 
(14)
(8)
(3)
Depreciation and amortization
 
 
 
 
 
 
 
 
257 
225 
184 
Capital Spending
 
 
 
 
 
 
 
 
405 
272 
271 
Identifiable Assets
 
 
 
 
 
 
2,527 12
2,289 12
2,527 12
2,289 12
1,632 12
Long Lived Assets
 
 
 
 
 
 
1,546 13
1,269 13
1,546 13
1,269 13
1,172 13
Equity income from investments in unconsolidated affiliates
 
 
 
 
 
 
 
 
47 
42 
36 
Number of unconsolidated affiliates
 
 
 
 
 
 
 
 
 
Investments in unconsolidated affiliates
 
 
 
 
 
 
167 
154 
167 
154 
144 
YRI
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Total revenues
 
 
 
 
 
 
 
 
3,274 
3,088 
2,988 
Operating Profit
 
 
 
 
 
 
 
 
673 
589 
497 
Closures and impairment (income) expenses
 
 
 
 
 
 
 
 
22 
14 
22 
Refranchising (gain) loss
 
 
 
 
 
 
 
 
69 9
53 10 11
11 10
Depreciation and amortization
 
 
 
 
 
 
 
 
186 
159 
165 
Capital Spending
 
 
 
 
 
 
 
 
256 
259 
251 
Identifiable Assets
 
 
 
 
 
 
2,899 
2,649 
2,899 
2,649 
2,448 
Long Lived Assets
 
 
 
 
 
 
1,635 13
1,548 13
1,635 13
1,548 13
1,524 13
YRI |
Pizza Hut |
UK
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Depreciation reduction from the impairment of restaurants we offered to sell
 
 
 
 
 
 
 
 
 
 
Goodwill impairment loss
 
 
 
 
 
 
 
 
 
 
U.S.
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Total revenues
 
 
 
 
 
 
 
 
3,786 
4,120 
4,473 
Operating Profit
 
 
 
 
 
 
 
 
589 
668 
647 
Closures and impairment (income) expenses
 
 
 
 
 
 
 
 
21 
17 
46 
Refranchising (gain) loss
 
 
 
 
 
 
 
 
17 8
18 8
(34)
Depreciation and amortization
 
 
 
 
 
 
 
 
177 
201 
216 
Capital Spending
 
 
 
 
 
 
 
 
256 
241 
270 
Identifiable Assets
 
 
 
 
 
 
2,070 
2,398 
2,070 
2,398 
2,575 
Long Lived Assets
 
 
 
 
 
 
1,805 13
2,095 13
1,805 13
2,095 13
2,260 13
Charges relating to U.S. general and administrative productivity initiatives and realignment of resources
 
 
 
 
 
 
 
 
21 
16 
U.S. |
KFC
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Depreciation reduction from the impairment of restaurants we offered to sell
 
 
 
 
 
 
 
 
10 
 
U.S. |
LJS and AW
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Goodwill impairment loss
 
 
 
 
 
 
 
 
 
 
26 
Unallocated Amount to Segment [Member]
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Franchise and license fees and income
 
 
 
 
 
 
 
 
15
15
(32)15 16
Occupancy and other operating expenses
 
 
 
 
 
 
 
 
(14)15 6
(9)15 6
15
Corporate expenses
 
 
 
 
 
 
 
 
223 15 3
194 15 3
189 15 3
Closures and impairment (income) expenses
 
 
 
 
 
 
 
 
80 15 4
15
26 15 4
Other (income) expense
 
 
 
 
 
 
 
 
(6)15
(5)15
(71)15 7
Refranchising (gain) loss
 
 
 
 
 
 
 
 
72 15 17
63 15 17
(26)15 17
Depreciation and amortization
 
 
 
 
 
 
 
 
6
6
15 
Capital Spending
 
 
 
 
 
 
 
 
23 
24 
Identifiable Assets
 
 
 
 
 
 
1,338 18
980 18
1,338 18
980 18
493 18
Long Lived Assets
 
 
 
 
 
 
$ 36 13
$ 52 13
$ 36 13
$ 52 13
$ 45 13
[8] U.S. refranchising losses in the years ended December 31, 2011 and December 25, 2010 are primarily due to losses on sales of and offers to refranchise KFCs in the U.S. There were approximately 250 and 600 KFC restaurants offered for refranchising as of December 31, 2011 and December 25, 2010, respectively. While we did not yet believe these KFCs met the criteria to be classified as held for sale, we did, consistent with our historical practice, review the restaurants for impairment as a result of our offer to refranchise. We recorded impairment charges where we determined that the carrying value of restaurant groups to be sold was not recoverable based upon our estimate of expected refranchising proceeds and holding period cash flows anticipated while we continue to operate the restaurants as company units. For those restaurant groups deemed impaired, we wrote such restaurant groups down to our estimate of their fair values, which were based on the sales price we would expect to receive from a franchisee for each restaurant group. This fair value determination considered current market conditions, real-estate values, trends in the KFC U.S. business, prices for similar transactions in the restaurant industry and preliminary offers for the restaurant groups to date. The non-cash impairment charges that were recorded related to our offers to refranchise these company-operated KFC restaurants in the U.S. decreased depreciation expense versus what would have otherwise been recorded by $10 million and $9 million in the years ended December 31, 2011 and December 25, 2010, respectively. These depreciation reductions were not allocated to the U.S. segment resulting in depreciation expense in the U.S. segment results continuing to be recorded at the rate at which it was prior to the impairment charges being recorded for these restaurants. We will continue to review the restaurant groups for any further necessary impairment until the date they are sold. The aforementioned non-cash impairment charges do not include any allocation of the KFC reporting unit goodwill in the restaurant group carrying value. This additional non-cash write-down would be recorded, consistent with our historical policy, if the restaurant groups, or any subset of the restaurant groups, ultimately meet the criteria to be classified as held for sale. We will also be required to record a charge for the fair value of our guarantee of future lease payments for leases we assign to the franchisee upon any sale.
[9] During the year ended December 31, 2011 we decided to refranchise or close all of our remaining Company-operated Pizza Hut restaurants in the UK market. While an asset group comprising approximately 350 dine-in restaurants did not meet the criteria for held-for-sale classification as of December 31, 2011, our- decision to sell was considered an impairment indicator. As such we reviewed this asset group for potential impairment and determined that its carrying value was not recoverable based upon our estimate of expected refranchising proceeds and holding period cash flows anticipated while we continue to operate the restaurants as company units. Accordingly, we wrote this asset group down to our estimate of its fair value, which is based on the sales price we would expect to receive from a buyer. This fair value determination considered current market conditions, trends in the Pizza Hut UK business, and prices for similar transactions in the restaurant industry and resulted in a non-cash pre-tax write-down of $74 million which was recorded to Refranchising (gain) loss. This impairment charge decreased depreciation expense versus what would have otherwise been recorded by $3 million in 2011. This depreciation reduction was not allocated to the YRI segment, resulting in depreciation expense in the YRI segment results continuing to be recorded at the rate at which it was prior to the impairment charges being recorded for these restaurants. We will continue to review the asset group for any further necessary impairment until the date it is sold. The write-down does not include any allocation of the Pizza Hut UK reporting unit goodwill in the asset group carrying value. This additional non-cash write-down would be recorded, consistent with our historical policy, if the asset group ultimately meets the criteria to be classified as held for sale. Upon the ultimate sale of the restaurants, depending on the form of the transaction, we could also be required to record a charge for the fair value of any guarantee of future lease payments for any leases we assign to a franchisee and for the cumulative foreign currency translation adjustment associated with Pizza Hut UK. The decision to refranchise or close all remaining Pizza Hut restaurants in the UK was considered to be a goodwill impairment indicator. We determined that the fair value of our Pizza Hut UK reporting unit exceeded its carrying value and as such there was no impairment of the approximately $100 million in goodwill attributable to the reporting unit.
[10] During the year ended December 26, 2009 we recognized a non-cash $10 million refranchising loss as a result of our decision to offer to refranchise our KFC Taiwan equity market. During the year ended December 25, 2010 we refranchised all of our remaining company restaurants in Taiwan, which consisted of 124 KFCs. We included in our December 25, 2010 financial statements a non-cash write-off of $7 million of goodwill in determining the loss on refranchising of Taiwan. Neither of these losses resulted in a related income tax benefit. The amount of goodwill write-off was based on the relative fair values of the Taiwan business disposed of and the portion of the business that was retained. The fair value of the business disposed of was determined by reference to the discounted value of the future cash flows expected to be generated by the restaurants and retained by the franchisee, which include a deduction for the anticipated royalties the franchisee will pay the Company associated with the franchise agreement entered into in connection with this refranchising transaction. The fair value of the Taiwan business retained consists of expected, net cash flows to be derived from royalties from franchisees, including the royalties associated with the franchise agreement entered into in connection with this refranchising transaction. We believe the terms of the franchise agreement entered into in connection with the Taiwan refranchising are substantially consistent with market. The remaining carrying value of goodwill related to our Taiwan business of $30 million, after the aforementioned write-off, was determined not to be impaired as the fair value of the Taiwan reporting unit exceeded its carrying amount.
Contingencies (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2011
Guarantor Obligations [Line Items]
 
Year longest lease expires
2151 
Property Lease Guarantee [Member]
 
Guarantor Obligations [Line Items]
 
Year longest lease expires
2065 
Potential amount of undiscounted payments we could be required to make in the event of non-payment
$ 625 
Present value of potential payments we could be required to make in the event of non-payment
$ 550 
Contingencies (Details 2) (USD $)
12 Months Ended
Dec. 31, 2011
plaintiffs
restaurants
days
Hours
States
violations
cases
Loss Contingencies [Line Items]
 
Number of cases concerning meals and rest breaks at Taco Bell in California Supreme Court
Number of company-owned restaurants that may be in the class
220 
Minimum statutory damages per offense under Unruh Act
$ 4,000 
Minimum statutory damages per offense under California Disabled Persons Act
1,000 
Number of individuals contended by plaintiffs that may be in the class
100,000 
Number of restaurants to be subject of trial on ADA claims
Number of alleged violations of ADA and state law tried
12 
Number of states that assert state-law class action claims
16 
Number of hours worked per week after which overtime pay was allegedly not received
40 
Number of hours worked per day after which overtime pay was allegedly not received
12 
Number of days in which putative class members can elect to participate in the lawsuit
90 
Financial standby letter of credit |
Franchise Loan Pool Guarantees [Member]
 
Loss Contingencies [Line Items]
 
Loss contingency, amount of guarantee
23,000,000 
Number of letters of credit provided
Franchise Lending Program Guarantees
 
Loss Contingencies [Line Items]
 
Loss contingency, amount of guarantee
17,000,000 
Total loans outstanding
32,000,000 
Guarantee of Indebtedness of Others
 
Loss Contingencies [Line Items]
 
Outstanding guarantees of lines of credit and loans for unconsolidated affiliates
Guarantee of Indebtedness of Others |
Franchise Loan Pool Guarantees [Member]
 
Loss Contingencies [Line Items]
 
Loss contingency, amount of guarantee
14,000,000 
Total loans outstanding
63,000,000 
Additional amount under the franchisee loan pool available for lending
17,000,000 
Guarantee of Indebtedness of Others |
Unconsolidated Affiliate Guarantees
 
Loss Contingencies [Line Items]
 
Total revenues of unconsolidated affiliates
1,100,000,000 
Total assets of unconsolidated affiliates
525,000,000 
Total debt of unconsolidated affiliates
$ 75,000,000 
Contingencies (Details 3) (Self Insured Property And Casualty Reserves [Member], USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2011
Dec. 25, 2010
Self Insured Property And Casualty Reserves [Member]
 
 
Valuation and Qualifying Accounts Disclosure [Line Items]
 
 
Beginning balance
$ 150 
$ 173 
Expense
55 
46 
Payments
(65)
(69)
Ending balance
$ 140 
$ 150 
Selected Quarterly Financial Data (Unaudited) (Details) (USD $)
In Millions, except Per Share data, unless otherwise specified
3 Months Ended 4 Months Ended 12 Months Ended
Sep. 3, 2011
Jun. 11, 2011
Mar. 19, 2011
Sep. 4, 2010
Jun. 12, 2010
Mar. 20, 2010
Dec. 31, 2011
Dec. 25, 2010
Dec. 31, 2011
Dec. 25, 2010
Dec. 26, 2009
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Company sales
$ 2,854 
$ 2,431 
$ 2,051 
$ 2,496 
$ 2,220 
$ 1,996 
$ 3,557 
$ 3,071 
$ 10,893 
$ 9,783 
$ 9,413 
Franchise and license fees and income
420 
385 
374 
366 
354 
349 
554 
491 
1,733 
1,560 
1,423 
Total revenues
3,274 
2,816 
2,425 
2,862 
2,574 
2,345 
4,111 
3,562 
12,626 
11,343 
10,836 
Restaurant profit
494 
386 
360 
479 
366 
340 
513 
478 
1,753 
1,663 
 
Operating Profit
488 1
419 
401 1
544 
421 
364 2
507 1
440 2
1,815 1 3 4 5 6
1,769 2 3 5 6
1,590 3 4 5 7
Net Income (Loss)
383 
316 
264 
357 
286 
241 
356 
274 
1,319 
1,158 
1,071 
Basic Earnings Per Common Share (in dollars per share)
$ 0.82 
$ 0.67 
$ 0.56 
$ 0.76 
$ 0.61 
$ 0.51 
$ 0.77 
$ 0.58 
$ 2.81 
$ 2.44 
$ 2.28 
Diluted Earnings Per Common Share (in dollars per share)
$ 0.80 
$ 0.65 
$ 0.54 
$ 0.74 
$ 0.59 
$ 0.50 
$ 0.75 
$ 0.56 
$ 2.74 
$ 2.38 
$ 2.22 
Dividends Declared Per Common Share (in dollars per share)
$ 0.00 
$ 0.50 
$ 0.00 
$ 0.00 
$ 0.21 
$ 0.21 
$ 0.57 
$ 0.50 
$ 1.07 
$ 0.92 
$ 0.80 
Net loss primarily related to LJS and A&W divestitures
 
 
(65)
 
 
 
 
 
 
 
 
Net loss primarily related to refranchising international markets
(88)
 
 
 
 
 
 
 
 
 
 
Net loss primarily related to U.S. business transformation measures and U.S. refranchising
 
 
 
 
 
 
(28)
 
 
 
 
Net Loss Related To U.S. Business Transformation Measures And Refranchising International Markets
 
 
 
 
 
(66)
(19)
 
 
 
 
53rd Week Impact
 
 
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Total revenues
 
 
 
 
 
 
 
 
91 
 
 
Restaurant profit
 
 
 
 
 
 
 
 
15 
 
 
Operating Profit
 
 
 
 
 
 
$ 25 
 
$ 25 
 
 
Subsequent Event (Details) (Little Sheep Group Limited [Member], USD $)
In Millions, unless otherwise specified
3 Months Ended 12 Months Ended
Mar. 24, 2012
Dec. 26, 2009
Little Sheep Group Limited [Member]
 
 
Schedule of Equity Method Investments [Line Items]
 
 
Amount paid to acquire an additional ownership percentage
$ 584 
$ 103