2017 - s2.q4cdn.com

1 2 017 was a year of celebrating and achieving milestones while making solid progress in the first full year of our transformation journey. First, we celebrated our 20th anniversary as an independent company following our spin-off from pepsico in October 1997. Since the spin, Yum! has more than doubled its system sales, grown operating profit more than six times over and developed into a global powerhouse, going from 30% of restaurants outside the to nearly 60% of restaurants outside the Our exceptional results over the last 20 years are a testament to the unmatched power of our brands and the extraordinary talent which is the backbone of our , October 31 marked the one-year anniversary of our spin-off of the China business into an independent company. China s success over the past year reaffirmed our decision to separate this powerful business. Our collaboration with Yum! China is as strong as ever and we continue to be impressed with their ability to make Yum!

2 S brands distinctive, relevant, and easy. Our future together is bright and by working together we can fully exploit the power of our , 2017 represented the first full year of our transformation journey. We made significant progress on our path to becoming a company that is more focused, more franchised, and more efficient. In fact, we ended 2017 with 97% of our restaurants being franchised and are well on our way towards being at least 98% franchised by the end of 2018. Our four key growth capabilities are the foundation upon which our sustainable, long-term results are being built. These growth capabilities, outlined below, are the key drivers of same-store sales and net-new unit growth and serve as our guiding principles in all business Distinctive, Relevant and Easy Brands. We will innovate and elevate iconic restaurant brands people trust and champion. 2. Unmatched Franchise Operating Capability. We will recruit and equip the best restaurant operators in the world to deliver great customer Bold Restaurant Development.

3 We will drive market and franchise unit expansion with strong economics and attractive Unrivaled Culture & Talent. We will leverage culture and people capability to fuel brand performance and franchisee Milestones AND PROGRESSING ON OUR TRANSFORMATION JOURNEYDear Fellow Stakeholders:Greg Creed, Chief Executive Officer Yum! Brands firmly believe our culture is a competitive advantage for Yum! and am committed to ensuring this is the case not only today, but in the future. Leading and investing in our culture is the best way to fuel better business results and I m excited to see our people and our franchisees energized as they grow our iconic brands. With culture as the driving force behind our results, I m pleased to share the following highlights from 2017: nWorldwide system sales growth of 5%, excluding the impact of the 53rd week and foreign currency translation. This was led by 7% growth at Taco Bell, followed by 6% at KFC and 2% at Pizza Hut.

4 NSame-store sales growth of 2%, led by 4% growth at Taco Bell and followed by 3% at KFC with Pizza Hut even for the year. nNet-new unit growth of 3%, including 2,632 gross unit openings, which is more than 300 gross unit openings than in 2016. nReached a significant milestone in 2017 as we ended the year with over 45,000 global restaurants in 139 countries and territories. nIncreased core operating profit 9%, excluding the impact of the 53rd week. nReturned $ billion of capital to shareholders through share repurchases and dividends and remain committed to returning between $ and $ billion from 2017 to 2019 through both share repurchases and three iconic brands continue to focus on our four key growth capabilities which are the catalysts behind our successful results. nKFC is Southern Inspired . With innovative new products such as the Dirty Louisiana burger and the Chizza, a unique marriage of chicken and pizza, KFC continues to demonstrate success with our Always Original brand positioning.

5 The team remains dedicated to addressing unmet consumer occasions through enhanced asset formats and elevated consumer experiences by leveraging the brand s strengths and delivering sustained momentum globally. nPizza Hut is committed to ensuring every customer has a Hot, Fast and Reliable experience around the world. In the we are aligning the system through the Transformation Agreement and building momentum in the business by enhancing our digital and delivery experiences, investing in loyalty through our Hut Rewards program and optimizing our asset base. Internationally, we continue to align our delivery-centric asset strategy to meet the growing global demand for fast casual pizza. nTaco Bell truly is a Category of One. The team delivered another solid year of operating results driven by innovative new products and unparalleled value. I am particularly excited about the new products and unique and compelling marketing calendar the team has planned for 2018.

6 Internationally, Taco Bell continues to build momentum as we entered five new countries and ended the year with over 400 Taco Bell restaurants outside the In closing, we are confident we are making the right changes to our business to build an enduring foundation for long-term growth that results in increased returns for our stakeholders. In 2018 and beyond, I look forward to updating you on our brands bold moves in delivery, digital and new restaurant development as they make our brands Easy to order, Easy to afford and Easy to access. Most importantly, our three global iconic brands, bold growth agenda and world-class culture will continue to serve as our guiding light in our journey towards sustained momentum in our business now and in the future. Together we are building a world with more Yum!Greg Creed, CEOYUM! Brands, Gardiner LaneLouisville, Kentucky 40213 April 6, 2018 Dear Fellow Shareholders:On behalf of your Board of Directors, we are pleased to invite you to attend the 2018 Annual Meeting ofShareholders of YUM!

7 Brands, Inc. The Annual Meeting will be held Thursday, May 17, 2018, at 9:00 , localtime, in the YUM! Brands Center of Restaurant Excellence at 7100 Corporate Drive in Plano, again, we encourage you to take advantage of the Securities and Exchange Commission rule allowingcompanies to furnish proxy materials to their shareholders over the Internet. We believe that this e-proxy processexpedites shareholders receipt of proxy materials, lowers the costs of delivery and helps reduce the Company senvironmental vote is important. We encourage you to vote promptly whether or not you plan to attend the meeting. Youmay vote your shares via a toll-free telephone number or over the Internet. If you received a paper copy of theproxy card by mail, you may sign, date and mail the proxy card in the envelope provided. Instructions regarding thethree methods of voting are contained on the notice or proxy you plan to attend the meeting, please bring your notice, admission ticket from your proxy card or proof of yourownership of YUM common stock as of March 19, 2018 as well as a valid picture identification.

8 Whether or not youattend the meeting, we encourage you to consider the matters presented in the proxy statement and vote as soonas ,Greg CreedChief Executive OfficerImportant Notice Regarding the Availability of Proxy Materials for the Shareholders Meeting to Be Held on May 17, 2018 this notice and the proxy statement are available Report on Form 10-K is available StatementYUM! Brands, Gardiner LaneLouisville, Kentucky 40213 Notice of Annual Meetingof ShareholdersThursday, May 17, 2018 9:00 ! Brands Center of Restaurant Excellence, 7100 Corporate Drive, Plano, Texas 75024 ITEMS OF BUSINESS:(1)To elect eleven (11) directors to serve until the 2019 Annual Meeting of Shareholders and until theirrespective successors are duly elected and qualified.(2)To ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31,2018.(3)To consider and hold an advisory vote on executive compensation.

9 (4)To transact such other business as may properly come before the CAN VOTE:You can vote if you were a shareholder of record as of the close of business on March 19, REPORT:A copy of our 2017 Annual Report on Form 10-K is included with this proxy :You may also read the Company s Annual Report and this Notice and proxy statement on our website OF MAILING:This Notice, the proxy statement and the form of proxy are first being mailed to shareholders on or about April 6, Order of the Board of DirectorsMarc L. KesselmanGeneral Counsel, Corporate Secretary and Chief Government Affairs OfficerYOUR VOTE IS IMPORTANTU nder securities exchange rules, brokers cannot vote on your behalf for the election of directors or onexecutive compensation related matters without your or not you plan to attend theAnnual Meeting, please provide your proxy by following the instructions on your Notice or proxy card. On orabout April 6, 2018, we mailed to our shareholders a Notice containing instructions on how to access the proxystatement and our Annual Report and vote you received a Notice by mail,you will not receive a printed copy of the proxy materials in the mail unless yourequest a copy.

10 Instead, you should follow the instructions included in the Notice on how to access and reviewthe proxy statement and Annual Report. The Notice also instructs you on how you may submit your vote by proxyover the you received the proxy statement and Annual Report in the mail,please submit your proxy by marking,dating and signing the proxy card included and returning it promptly in the envelope enclosed. If you are able toattend the Annual Meeting and wish to vote your shares personally, you may do so at any time before the proxyis StatementTable of ContentsPROXY STATEMENT1 QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING1 GOVERNANCE OF THE COMPANY6 Director REQUIRING SHAREHOLDER ACTION26 ITEM 1 Election of Directors (Item 1 on the Proxy Card)..26 ITEM 2 Ratification of Independent Auditors (Item 2 on the Proxy Card)..27 ITEM 3 Advisory Vote on Executive Compensation (Item 3 on the Proxy Card)..28 STOCK OWNERSHIP INFORMATION30 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE32 EXECUTIVE COMPENSATION32 Compensation Discussion and Compensation Other Compensation of Plan-Based Equity Awards at Exercises and Stock Deferred Payments Upon Termination or Change in Pay COMPENSATION PLAN INFORMATION69 AUDIT COMMITTEE REPORT71 ADDITIONAL INFORMATION74 APPENDIX A: Reconciliation of Adjusted Operating Profit GrowthA-1 Proxy StatementYUM!