UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
July 20, 1999
TRICON GLOBAL RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)
North Carolina 13-3951308
----------------------------------- ----------------------
(State or other jurisdiction of (IRS Employer
of incorporation or organization) Identification No.)
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1441 Gardiner Lane, Louisville, Kentucky 40213
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (502) 874-8300
Former name or former address, if changed since last report: N/A
On July 20, 1999, TRICON Global Restaurants, Inc. issued a press release with respect to earnings for the second quarter ended June 12, 1999. A copy of such press release is attached hereto as Exhibit 99 and incorporated herein by reference.
(c) Exhibits
99 Press release dated July 20, 1999 from TRICON Global Restaurants, Inc.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 23, 1999 /s/ Robert L. Carleton
------------------ --------------------------------------------
Robert L. Carleton
Senior Vice President and Controller
(Principal Accounting Officer)
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EXHIBIT 99
TRICON REPORTS A 34 PERCENT INCREASE IN SECOND QUARTER
ONGOING OPERATING EARNINGS TO $0.60 PER SHARE
LOUISVILLE, KY (July 20, 1999) - Tricon Global Restaurants, Inc. (NYSE:YUM) reported second quarter ongoing operating earnings of $97 million, or $0.60 per share, a 34 percent increase. Ongoing operating EPS is from operations and does not include the impact of previously disclosed accounting changes and unusual charges.
o Record worldwide store level margins of 15.7 percent, a 170 basis point improvement. This improvement includes over 140 basis points from operations. Our number one leaders, our restaurant general managers, continue to define an "act like an owner" mentality through their commitment to the improved profitability of their restaurants.
o International operating profits grew almost 60 percent led by a continued turnaround of our Asia business. Our international system expects to open over 650 stores in 1999 and is poised for even stronger unit growth in 2000 and beyond.
o Same store sales grew nine percent at Pizza Hut driven by the continued success of the Big New Yorker pizza launched in the first quarter, on top of nine percent growth last year. Each of our U.S. brands posted positive same store sales growth for the fourth consecutive quarter.
o Franchise fees grew by 16 percent driven by units acquired from us, new unit development and same store sales growth. At the end of the quarter, franchisees and licensees owned 70 percent of the system, up from 65 percent in the second quarter of last year. This year we expect our franchisees and licensees to open over 1,500 new units worldwide, reflecting their confidence in the economics and future of our concepts.
o Through a combination of strong refranchising proceeds and operating cash flow we paid down over $300 million of debt, driving net debt down to below $3 billion. Tricon sold over 400 stores in the quarter and over 600 year-to-date. Facility action net gains in the quarter totaled $0.49 per share, or $133 million pre-tax.
Andrall Pearson, Chairman and CEO said: "Once again, our results for the quarter are proof that we're making meaningful progress towards our core operating and financial priorities. This is our sixth consecutive quarter of strong operating performance. What's most notable is that we were able to achieve these results despite the fact that our promotional tie-in with Star Wars was surprisingly ineffective at driving sales and actually slowed momentum in the U.S. The strength of the fundamentals of our business continues to make our brands attractive investment opportunities for franchisees evidenced by their interest in opening new units and also acquiring units from us. As a result, our financial restructuring is clearly ahead of schedule with an almost three-fold increase in our return on net assets over the past two years to more than 20 percent. In addition, by reducing our debt by $1.7 billion since the spin-off, our company is positioned for future growth with a significantly stronger balance sheet."
"Reflecting the vitality of our underlying business, we're moving quickly to regain the top line momentum in our U.S. businesses that was lost as a result of the negative effect of our Star Wars promotional tie-in," Mr. Pearson added. "Our U.S. brands have each refocused their efforts on product news and food focused advertising. For the third quarter we're hopeful that all three of our U.S. businesses will post their fifth consecutive quarter of positive same store sales gains and we are now targeting for ongoing operating EPS to be up about ten to fifteen percent in the quarter, and up about 32 percent for the year. This growth excludes accounting changes and unusual items."
o The fourth quarter is built around what we believe is the strongest marketing program Tricon has ever had, including the launch of our much-anticipated line of chicken sandwiches at KFC and Taco Bell's launch of their new product called "The Chalupa." At Pizza Hut, we will continue to drive value with the Big New Yorker and also a proven Stuffed Crust promotion.
o Based on our robust pipeline, we now expect to refranchise at least 1,300 stores this year, up from our previous forecast of 1,000 stores. For the year we now expect to earn about $0.80 - $0.85 per share from net facility actions.
o We continue to expect higher franchise fees and the benefits of deleverage to offset the loss of company store level profits from refranchised stores.
o For the year we expect to pay down at least $750 million of debt, up from our previous expectations of $500 million, driven by strong refranchising proceeds and operating cash flow. This should bring our net debt level down to about $2.5 billion by year end.
o In the second quarter we began to materially benefit from our strategic tax planning initiatives and our full-year ongoing operating tax rate improved to 41 percent. We expect to be able to sustain this rate into 2000 and beyond.
"Since our spin-off as a focused restaurant company, we've proven our ability to deliver against the three strategic priorities we identified: getting more from our existing assets by driving sustainable same store sales and higher margins, investing in higher return businesses such as our proven multibranding program and franchise development and exiting low return businesses through refranchising. This will give us real momentum going into 2000," said Mr. Pearson.
o New unit development and same store sales drove system sales growth.
- U.S. system sales increased five percent both quarter and
year-to-date.
- International system sales increased eight percent for the quarter and
seven percent, year-to-date.
o As expected, our refranchising efforts and closures of poor performing units drove our revenues down despite same store sales growth and new unit development.
- U.S. revenues declined nine percent in the quarter and eight percent
year-to-date.
- International revenues increased three percent for the quarter and one
percent year-to-date.
- Franchise and license fees increased 16 percent in the quarter and 15
percent year-to-date driven by units acquired from us and new unit
development, as well as franchise same store sales growth.
o Pizza Hut company same store sales in the U.S. increased nine percent driven by the continued success of the Big New Yorker on top of nine percent growth last year.
o KFC posted a two percent increase in company same store sales for the quarter while Taco Bell company same store sales grew one percent.
o Year-to-date company same store sales were up 12 percent, three percent and two percent at Pizza Hut, KFC and Taco Bell, respectively.
o Company store level margins as a percent of sales increased 170 basis points for the quarter.
o Base store level margins increased over 140 basis points driven by same store sales growth primarily from favorable price and product mix shifts.
o Year-to-date, margins increased 300 basis points which includes 35 basis points from portfolio effect.
o General and administrative expense (G&A), including foreign exchange gains/losses and income/losses from joint ventures, was up slightly in the quarter and up four percent year-to-date.
o The effective tax rate on ongoing operating income for the second quarter was 40 percent versus 43 percent in 1998 primarily due to a reduction in the rate on foreign operations. We now expect our full year ongoing effective operating EPS tax rate to be 41 percent.
o In the second quarter the favorable aggregate impact of previously disclosed accounting changes totaled $0.02 per share and unusual charges totaled $0.01 per share.
*These results should be read in conjunction with the attached financial summary.
Second Quarter 1999
-------------------
(MMs except per share amounts)
Quarter % Year-to-Date %
----------------------- Change ---------------------- Change
1999 1998 B/(W) 1999 1998 B/(W)
---------- ---------- -------- ---------- ---------- --------
System Sales(a) $ 5,002 $ 4,736 6 $ 9,808 $ 9,293 6
Company revenues(b) 1,886 2,007 (6) 3,699 3,929 (6)
Ongoing operating profit(c) $ 214 $ 189 13 $ 406 $ 328 24
Interest expense 51 67 25 103 136 24
Income tax provision 66 53 (24) 125 84 (48)
---------- ---------- ---------- ----------
Ongoing operating earnings(c) $ 97 $ 69 40 $ 178 $ 108 65
========== ========== ========== ==========
Earnings per diluted share
components:
Ongoing Operating Earnings $ 0.60 $ 0.45 34 $ 1.10 $ 0.70 58
Accounting changes(d) 0.02 - NM 0.06 - NM
Facility actions net gain 0.49 0.27 79 0.61 0.37 63
Unusual charges(e) (0.01) - NM (0.01) - NM
---------- ---------- ---------- ----------
Total $ 1.10 $ 0.72 52 $ 1.76 $ 1.07 64
========== ========== ========== ==========
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(a) Represents combined sales of company, franchised, licensed, and joint
venture units.
(b) Revenues include company sales and franchise fees.
(c) Before accounting changes, facility actions net gain and unusual charges.
(d) Includes both required and discretionary changes, which are more fully
described in our 1999 first quarter Form 10-Q.
(e) Primarily includes additional costs related to wage and hour litigation and
additional costs to streamline our international business as more fully
described in our 1999 first quarter Form 10-Q.
This announcement contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These "forward-looking" statements
reflect management's expectations and are based upon currently available data;
however, actual results are subject to future events and uncertainties, which
could cause actual results to differ from those projected in these statements.
Factors that can cause actual results to differ materially include economic and
political conditions in the countries and territories where Tricon operates, the
impact of such conditions on consumer spending and currency exchange rates,
pricing pressures resulting from competitive discounting, new product and
concept development by Tricon and other food industry competitors, the success
of our refranchising strategy, fluctuations in commodity prices, supplier
contracts, and actuarially determined casualty loss estimates. Further
information on factors that could affect Tricon's financial and other results
are included in the company's Forms 10-Q and 10-K, filed with the Securities and
Exchange Commission.
Contact: Lynn A. Tyson
Vice President, Investor Relations
502-874-8617
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TRICON Global Restaurants, Inc.
Condensed Consolidated Statement Of Operations
(tabular amounts in millions, except per share amounts)
(unaudited)
12 Weeks Ended % 24 Weeks Ended %
---------------------- Change(a) --------------------- Change(a)
6/12/99 6/13/98 B/(W) 6/12/99 6/13/98 B/(W)
---------- ---------- ----------- ---------- ---------- ----------
REVENUES
Company sales $ 1,723 $ 1,867 (8) $ 3,385 $ 3,657 (7)
Franchise and license fees 163 140 16 314 272 15
---------- ---------- ---------- ----------
1,886 2,007 (6) 3,699 3,929 (6)
---------- ---------- ---------- ----------
Costs and expenses, net
Company restaurants
Food and paper 534 591 10 1,062 1,170 9
Payroll and employee benefits 481 545 12 944 1,083 13
Occupancy and other operating expenses 437 469 7 849 941 10
---------- ---------- ---------- ----------
1,452 1,605 10 2,855 3,194 11
General, administrative and other
expenses(b) 214 213 (1) 422 407 (4)
Facility actions net gain(c) (133) (73) 82 (167) (102) 64
Unusual charges(d) 4 - NM 4 - NM
---------- ---------- ---------- ----------
Total costs and expenses, net(b)(e) 1,537 1,745 12 3,114 3,499 11
---------- ---------- ---------- ----------
Operating Profit 349 262 33 585 430 36
Interest expense, net 51 67 25 103 136 24
---------- ---------- ---------- ----------
Income Before Income Taxes 298 195 53 482 294 64
Income Tax Provision(f) 119 83 (43) 197 128 (54)
---------- ---------- ---------- ----------
Net Income $ 179 $ 112 59 $ 285 $ 166 71
========== ========== ========== ==========
Basic EPS Data
--------------
EPS $ 1.16 $ 0.74 58 $ 1.86 $ 1.09 70
========== ========== ========== ==========
Average Shares Outstanding 154 152 (1) 153 152 (1)
========== ========== ========== ==========
Diluted EPS Data
----------------
EPS $ 1.10 $ 0.72 52 $ 1.76 $ 1.07 64
========== ========== ========== =========
Average Shares Outstanding 163 155 (5) 162 155 (5)
========== ========== ========== =========
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NM - Not Meaningful
See accompanying notes.
TRICON Global Restaurants, Inc.
Supplemental Schedule of Reportable Operating Segments'
Revenues and Operating Profit
(in millions)
(unaudited)
12 Weeks Ended % 24 Weeks Ended %
---------------------- Change(a) ---------------------- Change(a)
6/12/99 6/13/98 B/(W) 6/12/99 6/13/98 B/(W)
---------- ---------- ---------- ---------- ---------- ----------
SYSTEM SALES
United States $ 3,389 $ 3,239 5 $ 6,609 $ 6,296 5
International 1,613 1,497 8 3,199 2,997 7
---------- ---------- ---------- ----------
Worldwide $ 5,002 $ 4,736 6 $ 9,808 $ 9,293 6
========== ========== ========== ==========
REVENUES
United States
Company sales $ 1,282 $ 1,435 (11) $ 2,546 $ 2,816 (10)
Franchise and license fees 113 95 19 215 182 18
---------- ---------- ---------- ----------
Total United States 1,395 1,530 (9) 2,761 2,998 (8)
---------- ---------- ---------- ----------
International
Company sales 441 432 2 839 841 -
Franchise and license fees 50 45 10 99 90 10
---------- ----------
Total International 491 477 3 938 931 1
---------- ---------- ---------- ----------
Worldwide $ 1,886 $ 2,007 (6) $ 3,699 $ 3,929 (6)
========== ========== ========== ==========
RESTAURANT MARGIN(b)(e)
United States $ 208 $ 211 (1) $ 412 $ 361 14
International 63 51 24 118 102 16
---------- ---------- ---------- ----------
Worldwide $ 271 $ 262 4 $ 530 $ 463 15
========== ========== ========== ==========
RESTAURANT MARGIN AS A PERCENT OF COMPANY
SALES
United States 16.3% 14.7% 1.6 ppts. 16.2% 12.8% 3.4 ppts.
International 14.2% 11.8% 2.4 ppts. 14.0% 12.1% 1.9 ppts.
Worldwide 15.7% 14.0% 1.7 ppts. 15.7% 12.7% 3.0 ppts.
OPERATING PROFIT
United States $ 207 $ 190 9 $ 391 $ 316 24
International 57 35 59 112 77 44
---------- ---------- ---------- ----------
Total 264 225 17 503 393 28
Unallocated expenses (42) (36) (14) (78) (65) (20)
Foreign exchange loss (2) - NM (3) - NM
Facility actions net gain(c) 133 73 82 167 102 64
Unusual charges(d) (4) - NM (4) - NM
---------- ---------- ---------- ----------
Total Operating Profit(b)(e) $ 349 $ 262 33 $ 585 $ 430 36
========== ========== ========== ==========
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NM - Not Meaningful
See accompanying notes.
NOTES TO THE CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND SUPPLEMENTAL
SCHEDULE OF REPORTABLE OPERATING SEGMENTS' REVENUES AND OPERATING PROFIT:
(tabular dollar amounts in millions, except per share amounts)
Certain items have been reclassified in the condensed consolidated financial statements for prior periods to conform with the fiscal 1999 presentation. These reclassifications had no effect on previously reported net income.
(a) Percentages may not recompute due to rounding.
(b) Included in our 1999 operating results are several accounting and human resource policy changes. These changes fall into three categories:
o Required Changes in Generally Accepted Accounting Principles ("GAAP")
resulting in a benefit of approximately $1 million for both the
quarter and year-to-date,
o Discretionary methodology changes implemented to more accurately
measure certain liabilities resulting in a benefit of approximately $1
million and $11 million, for the quarter and year-to-date,
respectively and
o Policy changes driven by our accounting and human resource
standardization programs resulting in a benefit of approximately $4
million for both the quarter and year-to-date.
These changes impacted our results as follows:
12 Weeks 24 Weeks
Ended Ended
6/12/99 6/12/99
---------- -----------
Restaurant margin $ 2 $ 8
General, administrative and
other expenses 4 8
---------- -----------
Operating profit $ 6 $ 16
========== ===========
U.S. 7 18
International (1) (2)
---------- -----------
Total $ 6 $ 16
========== ===========
After-tax impact $ 4 $ 10
========== ===========
Per basic share $ 0.02 $ 0.06
========== ===========
Per diluted share $ 0.02 $ 0.06
========== ===========
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(c) Facility actions net gain includes the following:
12 Weeks Ended 24 Weeks Ended
--------------------- ----------------------
6/12/99 6/13/98 6/12/99 6/13/98
--------- --------- --------- ---------
Refranchising gains $ 141 $ 79 $ 178 $ 108
Store closure costs 1 2 - 2
Impairment charges for stores that
will continue to be used in the business (7) (8) (7) (8)
Impairment charges for stores to be closed
in the future (2) - (4) -
--------- --------- --------- ---------
$ 133 $ 73 $ 167 $ 102
========= ========= ========= =========
U.S. $ 129 $ 63 $ 162 $ 90
International 4 10 5 12
--------- --------- --------- ---------
Total $ 133 $ 73 $ 167 $ 102
========= ========= ========= =========
After-tax net gain $ 80 $ 43 $ 99 $ 58
========= ========= ========= =========
Per basic share $ 0.52 $ 0.28 $ 0.65 $ 0.38
========= ========= ========= =========
Per diluted share $ 0.49 $ 0.27 $ 0.61 $ 0.37
========= ========= ========= =========
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Facility actions net gain in 1999 includes favorable adjustments to our 1997 fourth quarter charge of $3 million ($2 million after-tax or $0.01 per diluted share) in the quarter and $4 million ($3 million after-tax or $0.02 per diluted share) year-to-date. These adjustments relate to decisions to retain certain stores originally expected to be disposed of and better-than-expected proceeds from stores disposed of.
(d) Unusual charges of $4 million ($2 million after-tax or $0.01 per diluted share) in the quarter and year-to-date 1999 primarily include:
o Additional costs of defending the wage and hour litigation as more
fully described in our 1998 Form 10-K and 1999 first quarter Form 10-Q
and
o Additional severance and other exit costs related to strategic
decisions to streamline the infrastructure of our international
business as more fully described in our 1998 Form 10-K and 1999 first
quarter Form 10-Q.
(e) Year-to-date restaurant margin and operating profit includes a favorable impact of approximately $21 million ($13 million after-tax or $0.08 per diluted share) resulting from favorable self-insurance adjustments as determined by our independent actuary primarily related to 1998. These adjustments reflect improved casualty loss trends across all three of our U.S. operating companies and were recorded in the first quarter of 1999.
(f) The effective tax rates on reported income were 40.0% and 42.6% for the 12 weeks ended June 12, 1999 and June 13, 1998, respectively. The effective tax rates on reported income were 40.9% and 43.5% for the 24 weeks ended June 12, 1999 and June 13, 1998, respectively.
TRICON Global Restaurants, Inc.
Restaurant Units Activity Summary
For the 12 Weeks Ended June 12, 1999
(unaudited)
Company- Joint Fran-
Operated Ventured chised Licensed Total
---------- ---------- -------- -------- ---------
KFC U.S.
Balance at March 20, 1999 1,635 - 3,435 56 5,126
New openings and acquisitions 15 - 27 - 42
Refranchising and licensing (47) - 47 - -
Closures and divestitures (8) - (9) (4) (21)
---------- ---------- -------- -------- ---------
Balance at June 12, 1999 1,595 - 3,500 52 5,147
========== ========== ======== ======== =========
Pizza Hut U.S.
Balance at March 20, 1999 2,828 - 4,087 1,479 8,394
New openings and acquisitions 47 - 25 69 141
Refranchising and licensing (130) - 130 - -
Closures and divestitures (35) - (65) (87) (187)
---------- ---------- -------- -------- ---------
Balance at June 12, 1999 2,710 - 4,177 1,461 8,348
========== ========== ======== ======== =========
Taco Bell U.S.
Balance at March 20, 1999 1,545 - 3,553 1,731 6,829
New openings and acquisitions 2 - 36 26 64
Refranchising and licensing (146) - 145 1 -
Closures and divestitures (7) - (94) (78) (179)
---------- ---------- -------- -------- ---------
Balance at June 12, 1999 1,394 - 3,640 1,680 6,714
========== ========== ======== ======== =========
Total U.S.
Balance at March 20, 1999 6,008 - 11,075 3,266 20,349
New openings and acquisitions 64 - 88 95 247
Refranchising and licensing (323) - 322 1 -
Closures and divestitures (50) - (168) (169) (387)
---------- ---------- -------- -------- ---------
Balance at June 12, 1999 5,699 - 11,317 3,193 20,209
========== ========== ======== ======== =========
Total International
Balance at March 20, 1999 2,151 1,120 5,903 322 9,496
New openings and acquisitions 21 21 95 7 144
Refranchising and licensing (127) (2) 129 - -
Closures and divestitures (14) (5) (49) (23) (91)
---------- ---------- -------- -------- ---------
Balance at June 12, 1999 2,031 1,134 6,078 306 9,549
========== ========== ======== ======== =========
Total
Balance at March 20, 1999 8,159 1,120 16,978 3,588 29,845
New openings and acquisitions 85 21 183 102 391
Refranchising and licensing (450) (2) 451 1 -
Closures and divestitures (64) (5) (217) (192) (478)
---------- ---------- -------- -------- ---------
Balance at June 12, 1999 7,730(a) 1,134(a) 17,395 3,499 29,758
========== ========== ======== ======== =========
% of Total 26.0% 3.8% 58.4% 11.8% 100.0%
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(a) Includes 57 Company and 4 Joint Ventured units approved for closure but not yet closed at June 12, 1999.
TRICON Global Restaurants, Inc.
Restaurant Units Activity Summary
For the 24 Weeks Ended June 12, 1999
(unaudited)
Company- Joint Fran-
Operated Ventured chised Licensed Total
---------- ---------- -------- -------- ---------
KFC U.S.
Balance at December 26, 1998(a) 1,633 - 3,414 58 5,105
New openings and acquisitions 26 - 55 - 81
Refranchising and licensing (47) - 47 - -
Closures and divestitures (17) - (16) (6) (39)
---------- ---------- -------- -------- ---------
Balance at June 12, 1999 1,595 - 3,500 52 5,147
========== ========== ======== ======== =========
Pizza Hut U.S.
Balance at December 26, 1998(a) 2,985 - 3,982 1,445 8,412
New openings and acquisitions 49 - 42 141 232
Refranchising and licensing (245) - 245 - -
Closures and divestitures (79) - (92) (125) (296)
---------- ---------- -------- -------- ---------
Balance at June 12, 1999 2,710 - 4,177 1,461 8,348
========== ========== ======== ======== =========
Taco Bell U.S.
Balance at December 26, 1998(a) 1,614 - 3,466 1,772 6,852
New openings and acquisitions 8 - 77 56 141
Refranchising and licensing (204) - 201 3 -
Closures and divestitures (24) - (104) (151) (279)
---------- ---------- -------- -------- ---------
Balance at June 12, 1999 1,394 - 3,640 1,680 6,714
========== ========== ======== ======== =========
Total U.S.
Balance at December 26, 1998(a) 6,232 - 10,862 3,275 20,369
New openings and acquisitions 83 - 174 197 454
Refranchising and licensing (496) - 493 3 -
Closures and divestitures (120) - (212) (282) (614)
---------- ---------- -------- -------- ---------
Balance at June 12, 1999 5,699 - 11,317 3,193 20,209
========== ========== ======== ======== =========
Total International
Balance at December 26, 1998(a) 2,165 1,120 5,788 321 9,394
New openings and acquisitions(b) 67 29 198 18 312
Refranchising and licensing (175) (5) 186 (6) -
Closures and divestitures(b) (26) (10) (94) (27) (157)
---------- ---------- -------- -------- ---------
Balance at June 12, 1999 2,031 1,134 6,078 306 9,549
========== ========== ======== ======== =========
Total
Balance at December 26, 1998(a) 8,397 1,120 16,650 3,596 29,763
New openings and acquisitions(b) 150 29 372 215 766
Refranchising and licensing (671) (5) 679 (3) -
Closures and divestitures(b) (146) (10) (306) (309) (771)
---------- ---------- -------- -------- ---------
Balance at June 12, 1999 7,730(c) 1,134(c) 17,395 3,499 29,758
========== ========== ======== ======== =========
% of Total 26.0% 3.8% 58.4% 11.8% 100.0%
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(a) A total of 114 units have been reclassified from U.S. to International to
reflect the transfer of management responsibility.
(b) Company new openings and acquisitions and franchise closures and
divestitures include stores acquired by the Company from franchisees of 9
units for International.
(c) Includes 57 Company and 4 Joint Ventured units approved for closure but not
yet closed at June 12, 1999.